UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A10-K
Amendment No. 1☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 20172019
or
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission File Number 1-1687
PPG INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
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| Pennsylvania | | 25-0730780 |
| (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
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| One PPG Place | Pittsburgh | Pennsylvania | | 15272 |
| (Address of principal executive offices) | | (Zip code) |
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| Registrant’s telephone number, including area code: | | 412-434-3131412 | 434-3131 |
Securities Registered Pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Stock – Par Value $1.66 2/2/3 | | New York Stock Exchange |
0.000% Notes due 2019PPG | | New York Stock Exchange |
| 0.875% Notes due 2022 | | PPG 22 | | New York Stock Exchange |
| 0.875% Notes due 2025 | | PPG 25 | | New York Stock Exchange |
| 1.400% Notes due 2027 | | PPG 27 | | New York Stock Exchange |
Securities Registered Pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. YES x NO¨Yes ☐No☒
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES ¨ NOxYes ☐No☒
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. YES x NO ¨Yes☒ No ☐
Indicate by checkmark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Date 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 xNO ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K/A or any amendment to this Form 10-K/A. xYes☒No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filerx | ☒ | Accelerated filer¨ | ☐ |
Non-accelerated filer¨ | ☐ | Smaller reporting company¨ | ☐ |
| (Do not check if a smaller reporting company) | | Emerging growth company¨ | ☐ |
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 by Rule 12b-2 of the Act). YES o NO xYes ☐ No ☒
The aggregate market value of common stock held by non-affiliates as of June 30, 2017,2019, was $28,173$27,547 million.
As of January 31, 2018, 249,880,6132020, 235,755,928 shares of the Registrant’s common stock, with a par value of $1.66 2/3 per share, were outstanding. As of that date, the aggregate market value of common stock held by non-affiliates was $29,638$28,220 million.
DOCUMENTS INCORPORATED BY REFERENCE |
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| Document | | Incorporated By Reference In Part No. |
Portions of PPG Industries, Inc. Proxy Statement for its 20182020 Annual Meeting of Shareholders | | III |
2019 PPG ANNUAL REPORT AND FORM 10-K 5
PPG INDUSTRIES, INC.
AND CONSOLIDATED SUBSIDIARIES
As used in this report, the terms “PPG,” “Company,” “Registrant,” “we,” “us” and “our” refer to PPG Industries, Inc., and its subsidiaries, taken as a whole, unless the context indicates otherwise.
EXPLANATORY NOTE
PPG is filing this Amendment No. 1 (this “Form 10-K/A”) to amend our Annual Report on Form 10-K for the year ended December 31, 2017 filed with the Securities and Exchange Commission (the “SEC”) on February 15, 2018 (the “Original Filing”) to restate our audited consolidated financial statements for the years ended December 31, 2017 and 2016 and to amend related disclosures, including those regarding our disclosure controls and procedures. We have also restated certain unaudited quarterly results related to the quarters ended December 31, 2016, March 31, 2017, June 30, 2017, September 30, 2017 and December 31, 2017. This Form 10-K/A also amends certain other items in the Original Filing, as listed in “Items Amended in this Filing” below.
Background of the Restatement
On April 16, 2018, we received a report through our internal reporting system alleging violations of our accounting policies and procedures regarding the failure to accrue certain specified expenses in the first quarter of 2018. Based on our initial review at that time, we identified approximately $1.4 million of expenses (including legal fees, property taxes and performance-based compensation) that should have been accrued in the first quarter of 2018 and that were then reflected in our earnings for the quarter ended March 31, 2018, released on April 19, 2018. In addition, the report alleged that there may have been other unspecified expenses, potentially up to $5 million in the aggregate, that were improperly not accrued in the first quarter.
The Audit Committee of the Board of Directors (the “Audit Committee”) oversaw an investigation of the matters set forth in the internal report with the assistance of outside counsel and forensic accountants. The investigation identified the following items with respect to the quarter ended March 31, 2018, in addition to the approximately $1.4 million of expenses described above: (1) failure to record amortization expense in the amount of $1.4 million to correct for amortization of an intangible asset that was inadvertently not recorded over a three-year period and discovered in March 2018; (2) understatement of a health insurance accrued liability in the amount of $0.5 million; and (3) failure to record an adjustment increasing the value of inventory in our Europe, Middle East and Africa region in the amount of $2.2 million due to inflation of raw materials costs which, when corrected, had a positive effect on income in the first quarter of 2018. These three items resulted in a net increase to income from continuing operations before income taxes of approximately $0.3 million.
The investigation also identified certain inadvertent errors with respect to the quarter ended March 31, 2018. Correction of such inadvertent errors, together with the matters discussed in the immediately preceding paragraph, resulted in a net decrease in income from continuing operations before income taxes of $5.7 million for the quarter ended March 31, 2018. The correction of these inadvertent errors also resulted in a net decrease in income from continuing operations before income taxes of $2.3 million for the year ended December 31, 2017.
The investigation identified the following items with respect to the year ended December 31, 2017: (1) improper reclassifications of gains from income from discontinued operations to income from continuing operations in total pre-tax amounts of $2.5 million in the quarter ended June 30, 2017 and $4.7 million in the quarter ended December 31, 2017; (2) improper shifting of pre-tax expenses between quarterly periods in 2017, including a total of $3.5 million in compensation expense recorded in the third and fourth quarters of 2017 that should have been recorded in the quarter ended June 30, 2017; an additional expense accrual for health care claims in the amount of $3.5 million recorded in the third quarter of 2017 that should have been recorded in the quarter ended June 30, 2017; additional expense for paid vacation in the amount of $2.2 million recorded in the quarter ended December 31, 2017 that should have been recorded in the second and third quarters of 2017; and additional pension expense in the amount of $1.0 million recorded in the fourth quarter of 2017 that should have been recorded in the quarter ended September 30, 2017.
On May 10, 2018, management, in consultation with the Audit Committee and our independent registered public accounting firm, PricewaterhouseCoopers LLP (“PwC”), concluded that our consolidated financial statements for the year ended December 31, 2017 included in the Original Filing and the related report of PwC, and for the quarterly and year-to-date periods in 2017, should no longer be relied upon because of certain misstatements contained in those financial statements.
The investigation identified the following items with respect to the year ended December 31, 2016: (1) improper classification in the consolidated statement of income of the release of a reserve related to the Company’s 2015 business restructuring program in the amount of $3.4 million and (2) an improper reduction in the payout assumption for certain performance-based restricted stock units that had the impact of recognizing a $6.8 million reduction in stock based compensation expense in the fourth quarter of 2016. In the first quarter of 2017, the payout assumption for these same performance-based restricted
stock units was increased, resulting in $6.8 million of stock-based compensation expense in the first quarter of 2017 that would not have been recorded if the payout assumption had not been reduced in the fourth quarter of 2016.
On June 27, 2018, management, in consultation with the Audit Committee and PwC, concluded that our consolidated financial statements for the year ended December 31, 2016 included in the Original Filing and the related report of PwC, and for the final quarterly and year-to-date period in 2016, should no longer be relied upon because of certain misstatements contained in those financial statements.
On June 27, 2018, the Audit Committee determined that its investigation was complete, and authorized the filing of our restated audited consolidated financial statements for the years ended December 31, 2017 and 2016 and certain quarterly periods within those fiscal years in order to correct our previously issued financial statements.
Impact of the Restatement
Annual
As a result of the restatement, reported net income from continuing operations was decreased by $2 million, or $0.01 per diluted share, and income from discontinued operations, net of tax, was increased by $5 million, or $0.02 per diluted share, for the year ended December 31, 2017. Reported net income from continuing operations decreased by $4 million, or $0.01 per diluted share, and there was no impact to income from discontinued operations, net of tax, for the year ended December 31, 2016.
Quarterly
As a result of the restatement, reported net income from continuing operations and earnings per diluted share from continuing operations and income from discontinued operations, net of tax, and earnings per diluted share from discontinued operations were adjusted for the appropriate quarterly periods within 2016 and 2017 as follows:
For the quarter ended December 31, 2016, net income from continuing operations decreased $4 million, or $0.01 per diluted share, and there was no impact to income from discontinued operations, net of tax.
For the quarter ended March 31, 2017, net income from continuing operations increased $3 million, or $0.01 per diluted share, and there was no impact to income from discontinued operations, net of tax.
For the quarter ended June 30, 2017, net income from continuing operations decreased $7 million, or $0.03 per diluted share, and income from discontinued operations, net of tax, increased by $2 million, or $0.01 per diluted share; and for the six months ended June 30, 2017, net income from continuing operations decreased $4 million, or $0.02 per diluted share and income from discontinued operations, net of tax, increased by $2 million, or $0.01 per diluted share.
For the quarter ended September 30, 2017, net income from continuing operations increased $1 million, or zero cents per diluted share, and there was no impact to income from discontinued operations, net of tax; and for the nine months ended September 30, 2017, net income from continuing operations decreased $3 million, or $0.01 per diluted share, and income from discontinued operations, net of tax, increased by $2 million, or $0.01 per diluted share.
For the quarter ended December 31, 2017, net income from continuing operations increased $1 million, or zero cents per diluted share, and income from discontinued operations, net of tax, increased by $3 million, or $0.01 per diluted share.
Internal Control Over Financial Reporting and Disclosure Controls and Procedures
Management has concluded that a material weakness existed in the Company’s internal control over financial reporting as of December 31, 2017 because the Company did not maintain effective controls within its financial close process. Specifically, the Company’s former Vice President and Controller directed his subordinates to improperly override the Company’s internal controls during the Company’s financial close process, which directions were followed and not disclosed to others in senior management, the Audit Committee or the Company’s independent registered public accounting firm and not otherwise detected by the Company’s internal controls. These actions often occurred after the end of a quarter and close to the end of the financial close process for the quarter and had the effect of positively impacting income from continuing operations reported for such quarter. This material weakness resulted in misstatements in the Company’s annual financial statements that were not prevented or detected on a timely basis and led to the restatement described above. Based on this evaluation, management has concluded that, as of December 31, 2017, the Company’s internal control over financial reporting was ineffective. Accordingly, management has restated its report on internal control over financial reporting. For more information, refer to Item 8. “Financial Statements and Supplementary Data—Management Report.”
In connection with the restatement described above, the Company’s principal executive officer and principal financial officer re-evaluated the effectiveness of our disclosure controls and procedures and have concluded that PPG’s disclosure controls
and procedures were not effective. For more information, refer to Item 9A. “Controls and Procedures—Evaluation of disclosure controls and procedures” and “Prior period disclosure controls and procedures and internal control over financial reporting” of this Form 10-K/A. In connection with the investigation described in this Explanatory Note, the Company has identified and implemented, and continues to identify and implement, actions to improve the effectiveness of its internal control over financial reporting and disclosure controls and procedures, including plans to enhance the Company’s resources and training with respect to financial reporting and disclosure responsibilities. For more information, refer to Item 9A. “Controls and Procedures—Remediation of material weakness” of this Form 10-K/A.
Additionally, in connection with the restatement described above, the Company’s principal executive and principal financial officers have reassessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2016 and, due to the existence of the material weakness in internal control over financial reporting discussed under Item 8. “Financial Statements and Supplementary Data—Management Report” have determined that the Company’s internal control over financial reporting was not effective as of such date. For more information, refer to Item 9A. “Controls and Procedures.” Prior period disclosure controls and procedures and internal control over financial reporting” of this Form 10-K/A. Also, in connection with the restatement described above, the Company’s principal executive officer and principal financial officer reevaluated the effectiveness of our disclosure controls and procedures and have concluded that PPG’s disclosure controls and procedures were not effective as of December 31, 2016. For more information, refer to Item 9A. “Controls and Procedures—Prior period disclosure controls and procedures and internal control over financial reporting”
of this Form 10-K/A.
More Information
Note 2 titled “Restatement of Previously Reported Consolidated Annual Financial Statements” to the Company’s consolidated financial statements discloses the nature of the restatement matters and adjustments and shows the effect of the restatement matters on the Company’s consolidated financial statements for 2017 and 2016. Note 19 titled “Summary Quarterly Information (Unaudited)” to the Company’s consolidated financial statements discloses the nature of the restatement matters and adjustments and shows the effect of the restatement matters on the Company’s restated condensed consolidated financial statements and notes (unaudited) for the interim periods ended December 31, 2016, March 31, 2017, June 30, 2017, September 30, 2017 and December 31, 2017.
Items Amended in this Filing
For the convenience of the reader, this Form 10-K/A sets forth the Original Filing, in its entirety, as amended to reflect the restatement. No attempt has been made in this Form 10-K/A to update other disclosures presented in the Original Filing, except as required to reflect the effects of the restatement. The following items have been amended as a result of the restatement:
Financial Highlights
Part I, Item 1 - Business
Part I, Item 1 - Forward-Looking Statements
Part I, Item 1A - Risk Factors
Part I, Item 3 - Legal Proceedings
Part II, Item 6 - Selected Financial Data
Part II, Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations
Part II, Item 8 - Financial Statements and Supplementary Data
Part II, Item 9A - Controls and Procedures
Part IV, Item 15 - Exhibits, Financial Statement Schedules
The Company’s Principal Executive Officer and Principal Financial Officer are providing currently dated certifications in connection with this Form 10-K/A. These certifications are filed as Exhibits 31.1, 31.2, 32.1 and 32.2.
PPG INDUSTRIES, INC.
AND CONSOLIDATED SUBSIDIARIES
As used in this report, the terms “PPG,” “Company,” “Registrant,” “we,” “us” and “our” refer to PPG Industries, Inc., and its subsidiaries, taken as a whole, unless the context indicates otherwise.
TABLE OF CONTENTS
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| Part I | | |
| Item 1. | | |
| Item 1A. | | |
| Item 1B. | | |
| Item 2. | | |
| Item 3. | | |
| Item 4. | | |
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| Part II | | |
| Item 5. | | |
| Item 6. | | |
| Item 7. | | |
| Item 7A. | | |
| Item 8. | | |
| Item 9. | | |
| Item 9A. | | |
| Item 9B. | | |
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| Part III | | |
| Item 10. | | |
| Item 11. | | |
| Item 12. | | |
| Item 13. | | |
| Item 14. | | |
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| Part IV | | |
| Item 15. | | |
| Item 16. | | |
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Note on Incorporation by Reference
Throughout this report, various information and data are incorporated by reference from the Company’s 20172019 Annual Report (hereinafter referred to as “the Annual Report”). Any reference in this report to disclosures in the Annual Report shall constitute incorporation by reference only of that specific information and data into this Form 10-K/A.10-K.
6 2019 PPG ANNUAL REPORT AND 10-K
FINANCIAL HIGHLIGHTS (As Restated)
Below are our key financial results from continuing operations for the fiscal year ended December 31, 2017:
Net sales were $14.7 billion, up 3% from the prior year, driven primarily by higher sales volumes and acquisition-related sales.
Cost of sales, exclusive of depreciation and amortization increased 7% to $8.2 billion, driven primarily by raw material cost inflation, higher sales volumes and higher cost of sales from acquired businesses.
Selling, general and administrative expenses of $3.6 billion were slightly lower compared to the prior year.
Income before income taxes was $2,005 million, up $1.2 billion year-over-year, due to the absence of pension settlement charges related to the purchase of group annuity contracts and a business restructuring charge.
Net income from continuing operations was $1,369 million and earnings per diluted share was $5.31.
Adjusted net income from continuing operations was $1,511 million and adjusted earnings per diluted share was $5.86.
Cash and short-term investments were approximately $1.5 billion at year-end.
Cash from operating activities - continuing operations was $1,551 million.
Capital expenditures for modernization, productivity and regulatory improvements was $360 million.
Cash used for business acquisitions (net of cash acquired), was $325 million.
The Company raised the per-share dividend by 13%, paid approximately $434 million in dividends and also repurchased $813 million of its outstanding common stock.
The Company expects to deploy at least $3.5 billion for acquisitions and share repurchases during 2017 and 2018 combined, with $1.1 billion deployed in 2017.
The 2017 effective tax rate was 30.7%, which includes a $134 million net charge related to the enactment of the U.S. Tax Cuts and Jobs Act. This net charge is $37 million higher than the net charge included in PPG’s fourth quarter earnings release and Form 8-K furnished on January 18, 2018, primarily due to new IRS regulations issued and refinements of the Company’s estimates. While the Company has made a preliminary assessment of the new legislation’s impact on PPG, U.S. regulatory agencies will be issuing further regulations and clarifying interpretations over 2018 which could alter the Company’s conclusions regarding the impact of the new law. Further, PPG may continue to refine its estimates to incorporate new or better information as it comes available. The Company’s adjusted effective tax rate was 24.3%.
For further information and a full discussion and analysis of business performance for the years ended December 31, 2017, 2016, and 2015 and a reconciliation of non-GAAP financial measures, see Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Form 10-K/A.
Part I
Item 1. Business
PPG Industries, Inc., manufactures and distributes a broad range of paints, coatings and specialty materials. PPG was incorporated in Pennsylvania in 1883. PPG’s vision is to be the world’s leading coatings company by consistently delivering high-quality, innovative and sustainable solutions that customers trust to protect and beautify their products and surroundings. PPG’s business
PPG has a proud heritage and demonstrated commitment to innovation, sustainability, community engagement and developing leading-edge paint, coatings and specialty materials technologies. Through dedication and industry-leading expertise, we solve our customers’ biggest challenges, collaborating closely to find the right path forward. PPG is comprised of two reportable business segments: Performance Coatingsa global leader, serving customers in construction, consumer products, industrial and Industrial Coatings.
In September 2017, PPG completed the sale of its North American fiber glass business, which represents the culmination of a multi-year strategic shifttransportation markets and aftermarkets with manufacturing facilities and equity affiliates in the Company's business portfolio, resulting in the exit of all glass operations. Accordingly, all historical information has been recast to present the Glass segment as discontinued operations and assets held for sale. Refer to Note 3, “Acquisitions and Divestitures” under Item 8 of this Form 10-K/A for further information relating to this transaction.more than 70 countries.
Performance Coatings and Industrial Coatings
PPGPPG’s business is a major global suppliercomprised of coatings.two reportable business segments: Performance Coatings and Industrial Coatings. The Performance Coatings and Industrial Coatings reportable business segments supply coatings and specialty materials to customers in a wide array of end-use markets,end-uses, including industrial equipment and components,components; packaging material; aircraft and marine equipment; automotive original equipment (“automotive OEM”);equipment; automotive refinish; as well as for other industrial and consumer products. PPG also serves commercial and residential new build and maintenance marketscustomers by supplying coatings to painting and maintenance contractors and directly to consumers for decoration and maintenance. The coatings industry is highly competitive and consists of several large firms with global presence and many smaller firms servingsupplying local or regional markets. PPG competes in its primary markets with the world’s largest coatings companies, most of which have global operations, and many smaller regional coatings companies.
2019 PPG ANNUAL REPORT AND FORM 10-K 7
PERFORMANCE COATINGS
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| Strategic Business Unit | Products | Primary End-use MarketsEnd-uses | Main Distribution Methods | Primary Brands |
| Automotive Refinish Coatings | Coatings, solvents, adhesives, sealants, sundries, software | Automotive and commercial transport/fleet repair and refurbishing, light industrial coatings and specialty coatings for signs.signs | Independent distributors and direct to customers | PPG®, SEM® |
| Aerospace Coatings | Coatings, sealants, transparencies, transparent armor, adhesives, engineered materials, packaging and chemical management services for the aerospace industry | Commercial, military, regional jet and general aviation aircraft | Direct to customers and company-owned distribution network | PPG® |
| Protective and Marine Coatings | Coatings and finishes for the protection of metals and structures | Metal fabricators, heavy duty maintenance contractors and manufacturers of ships, bridges and rail cars | Company-ownedDirect to customers, company-owned architectural coatings stores, independent distributors concessionaires and direct to customersconcessionaires | PPG® |
| Architectural Coatings Americas and Asia Pacific | CoatingsPaints, wood stains, adhesives and purchased sundries | Painting and maintenance contractors and consumers for decoration and maintenance of residential and commercial building structures | Company-owned stores, home centers and other regional or national consumer retail outlets, paint dealers, concessionaires, independent distributors and direct to customersconsumers | PPG®, GLIDDEN®, COMEX®, OLYMPIC®, DULUX® (in Canada), SIKKENS®, PPG PITTSBURGH PAINTS®, MULCO®, FLOOD®, LIQUID NAILS®, SICO®, CIL®, RENNER®, TAUBMANS®, WHITE KNIGHT®, BRISTOL®, HOMAX® among others.others |
| Architectural Coatings Europe, Middle East and Africa (EMEA) | SIGMA®, HISTOR®, SEIGNEURIE®, GUITTET®, PEINTURES GAUTHIER®, RIPOLIN®, JOHNSTONE’S®, LEYLAND®, PRIMALEX®, DEKORAL®, TRILAK®, PROMINENT PAINTS®, GORI®, BONDEX®, and DANKE!® among others.others |
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| Segment Overview | This reportable business 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. |
| Major Competitive Factors | Product performance, technology, quality, technical and customer service, price, customer productivity, distribution and brand recognition |
| Global Competitors | Akzo Nobel N.V., Axalta Coating Systems Ltd., BASF Corporation, Benjamin Moore, Cromology, Hempel A/S, Kansai Paints, the Jotun Group, Masco Corporation, Materis Paints, Nippon Paint; RPM International Inc, the Sherwin-Williams Company, and Tikkurila Oyj and 3M Company |
| 2019 Strategic Acquisitions | Texstars, LLC, Dexmet Corporation and Industria Chimica Reggiana (“ICR”; closed on January 31, 2020). Refer to Note 3, “Acquisitions and Divestitures” under Item 8 of this Form 10-K for more information. |
Average Number of Employees in 20172019 | 28,20027,700 |
| Principal Manufacturing and Distribution Facilities | Amsterdam, Netherlands; Birstall, United Kingdom; Budapest, Hungary;Busan, South Korea; Carrollton, Texas; Clayton, Australia; Delaware, Ohio; Dover, Del.;Deurne, Belgium; Gonfreville, France; Huntsville, Ala.;Alabama; Huron, Ohio; Kunshan, China; Little Rock, Ark.;Arkansas; Mexico City, Mexico; Milan, Italy; Mojave, Calif.; Moreuil,California; Oakwood, Georgia; Ontario, Canada; Ostrow Wielkopolski, Poland; Ruitz, France; Shildon, United Kingdom; Sylmar, Calif.; Soborg, Denmark;California; Stowmarket, United Kingdom; Tepexpan, MexicoMexico; and Wroclaw, Poland. |
8 2019 PPG ANNUAL REPORT AND 10-K
INDUSTRIAL COATINGS
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| Strategic Business Unit | Products | Primary End-use MarketsEnd-uses | Main Distribution Methods | Primary Brands |
Automotive OEM(a) Coatings | Specifically formulated coatings, adhesives and sealants and metal pretreaments | Automotive original equipment manufacturer (OEM) | Direct to manufacturing companies and various coatings applicators | PPG® |
| Industrial Coatings | Specifically formulated coatings, adhesives and sealants and metal pretreaments; Services and coatings application | Appliances, agricultural and construction equipment, consumer electronics, automotive parts and accessories, building products (including residential and commercial construction), transportation vehicles and numerous other finished products.products; On-site coatings services within several customer manufacturing locations as well as at regional service centers. | PPG® |
| Packaging Coatings | Specifically formulated coatings | Widely used for the protection, performance and decoration of metalMetal cans, closures, plastic tubes, industrial packaging, and promotional and specialty packaging.packaging | PPG® |
| Specialty Coatings and Materials | Amorphous precipitated silicas, TESLIN® substrate, Organic Light Emitting Diode (OLED) materials, optical lens materials and photochromic dyes | SILICA - Tire, battery separator and other end-use markets;end-uses TESLIN - used in applications such as radio frequency identification (RFID) tags and labels,Labels, e-passports, drivers’ licenses, breathable membranes, loyalty cards and identification cards;cards OLED - for use in displays and lighting; Lens materialslighting LENS MATERIALS - for optical lenses and color-change products.products | PPG® |
Coatings Services(a)TESLIN®
| Services and coatings application | On-site coatings services within several customer manufacturing locations as well as at regional service centers. Customers ship parts to service centers where they are treated to enhance paint adhesion and painted with electrocoat, powder or liquid coatings. Coated parts are then shipped to the customer’s next stage of assembly. | On site at customer locations or at our company-owned service centers | PPG® |
(a) Effective January 1, 2018, the coating services business unit has been merged into the industrial coatings business unit to achieve operational efficiencies and to realign management teams and operations to better deliver our total value proposition and provide optimal solutions to our customers.Original equipment manufacturer (OEM)
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Technology / Segment Overview | This reportable business 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 and other specialty materials. |
| Alliances | PPG’s automotive OEM coatings business was the first to introduce breakthrough automotive coating technologies such as cathodic electrocoat, powder clearcoat, compact paint systems and factory-applied spray-in bedliners, and the Company has a continued focus on innovation leadership. PPG has established alliances with Kansai Paints to serve Japanese-based automotive OEM customers in North America and Europe and Asian Paints Ltd. to serve certain aftermarket customers and automotive OEM customers in India. |
| Major Competitive Factors | Product performance, technology, quality, technical and customer service, price, customer productivity and distribution. |
| Global Competitors | Akzo Nobel N.V., Axalta Coating Systems Ltd., BASF Corporation, Kansai Paints, Nippon Paint and the Sherwin-Williams Company |
20172019 Strategic Acquisitions | The Crown Group (Crown) -Hemmelrath and Whitford Worldwide Company. Refer to Note 3, “Acquisitions and Divestitures” under Item 8 of this Form 10-K/A10-K for more information. |
Average Number of Employees in 20172019 | 14,80015,300 |
| Principal Manufacturing and Distribution Facilities | Barberton, Ohio; Busan, South Korea; Cieszyn, Poland; Cleveland, Ohio; Delfzijl, Netherlands; Lake Charles, La.;Louisiana; Oak Creek, Wis.;Wisconsin; Quattordio, Italy; San Juan del Rio, Mexico; Springdale, Pennsylvania; Sumaré, Brazil; Suzhou, Tianjin China, and Zhangjiagang, ChinaChina. |
2019 PPG ANNUAL REPORT AND FORM 10-K 9
Research and Development
| | | ($ in millions) | 2017 |
| | 2016 |
| | 2015 |
| 2019 |
| | 2018 |
| | 2017 |
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| Research and development costs, including depreciation of research facilities |
| $474 |
| |
| $479 |
| |
| $484 |
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| $456 |
| |
| $464 |
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| $472 |
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| % of annual net sales | 3.2 | % | | 3.4 | % | | 3.4 | % | 3.0 | % | | 3.0 | % | | 3.2 | % |
Technology innovation has been a hallmark of PPG’s success throughout its history. The Company seeks to optimize its investment in research and development to create new products to drive profitable growth. We align our product development with the macro trends in the end-use markets we serve and leverage core technology platforms to develop products for unmet market needs. Additionally, we operate laboratories in close geographic proximity to our customers, and we customize our products for our customers' end-use applications. Our history of successful technology introductions is based on a commitment to an efficient and effective innovation process and disciplined portfolio management. We have obtained government funding for a small portion of the Company’s research efforts, and we will continue to pursue government funding where appropriate.
PPG ownsWe own and operatesoperate several facilities to conduct research and development for new and improved products and processes. In addition to the Company’s centralized principal research and development centers (See Item 2. “Properties” of this Form 10-K/A)10-K), operating segments manage their development through centers of excellence. As part of our ongoing efforts to manage our formulations and raw material costs effectively, we operate a global competitive sourcing laboratory in China.laboratories. Because of the Company’sour broad array of products and customers, PPG iswe are not materially dependent upon any single technology platform.
Raw Materials, Energy and EnergyLogistics
The effective management of raw materials, energy and energylogistics is important to PPG’s continued success.success as PPG uses a wide variety of complex raw materials that serve as the building blocks of our manufactured products. The Company’s most significant raw materials are epoxy and other resins, titanium dioxide and other pigments, and solvents in the coatings businesses and sand and soda ash forin the specialty coatings and materials business. Coatings rawRaw materials which include both organic, primarily petroleum based,petroleum-derived, materials and inorganic materials, including titanium dioxide, comprise between 70% and 80% of the Company’s cost of sales, excluding depreciation and amortization, in most coatings formulations anddioxide. These raw materials represent PPG’s single largest production cost component.
Most of the raw materials and energy used in production are purchased from outside sources, and the Company has made, and plans to continue to make, supply arrangements to meet theour planned operating requirements for the future. Supply of critical raw materials and energy is managed by establishing contracts with multiple sources and identifying alternative materials or technology whenever possible. Our products use both petroleum-derived andraw materials include bio-based materials as part of a product renewal strategy. While prices for thesecertain raw materials typically fluctuate with energy prices and global supply and demand changes, such fluctuations are impacted by the fact that the manufacture of our raw materials is several steps downstream from crude oil and natural gas.gas inputs.
The Company isWe are continuing itsour aggressive sourcing initiatives to broaden our supply of high quality raw materials. These initiatives include qualifying multiple and local sources of supply, both local and international, including suppliers from Asia and other lower cost regions of the world, adding on-site resin production at certain manufacturing locations and a reduction inreducing the amount of titanium dioxide used in our product formulations.
Our global efforts to reduce titanium dioxide consumption have been successful to date and are expected to continue. Titanium dioxide is a raw material widely used in the paint and coatings industry as a pigment to provide hiding, durability and whiteness characteristics. PPG purchases both sulfate-grade and chloride-grade titanium dioxide from suppliers for use in coatings formulations. The Company has undertaken a strategic initiative to secure and enhance PPG’s supply of titanium dioxide, as well as to minimize PPG’s use of this raw material. PPG possesses intellectual property and expertise in the production and finishing of titanium dioxide pigment. PPG intends to continue to leverage this technology and intends to develop innovative supply solutions through technical collaborations, joint ventures and licensing arrangements with other interested parties.
We are subject to existing and evolving standards relating to the registration of chemicals which could potentially impact the availability and viability of some of the raw materials we use in our production processes. Our ongoing, global product stewardship efforts are directed at maintaining our compliance with these standards.
Changes to chemical registration regulations have been proposed or implemented in the EUEuropean Union and many other countries, including China, Canada, the United States (U.S.(“U.S.”), Brazil, Mexico and South Korea. Because implementation of many of these programs has not been finalized, the financial impact cannot be estimated at this time. We anticipate that the number of chemical registration regulations will continue to increase globally, and we have implemented programs to track and comply with these regulations.
GivenPPG has joined a global initiative to eliminate child labor from the recent volatility in certain energy-based input costsmica industry, and foreign currencies, the Company is not ablecontinuing to predict with certainty the 2018 full year impact of related changes in raw material pricing; however, PPG currently expects overall coatings raw material costs to increase a mid-single-digit percentage in the first half of 2018, with impacts varied by region and commodity. Further, given the distribution nature of manytake steps, including audits of our businesses, logistics and distribution costs are sizable, as are wages and benefits butsuppliers, to a lesser degree. PPGensure compliance with PPG’s policy against the use of child labor in our supply chains.
We typically experiencesexperience fluctuating prices for energy and raw materials
driven by various factors, including changes in supplier feedstock costs and inventories, global industry activity levels, foreign currency exchange rates, government regulation, and global supply and demand factors. For 2019 versus 2018, we experienced a deflationary movement in costs, particularly in the second half of 2019, driven by a general slowdown in industrial demand affecting the global supply and demand balance in several of our key purchasing categories. This was in addition to pricing decreases in most of our key feedstocks throughout 2019. In aggregate,contrast, average raw material cost inflationcosts rose by a mid-single-digit percentage in 2018 versus 2017 versus 2016, driven mostly by supply related factors including an unusually high numberdue to the rise in feedstock prices, acute shortages in key raw materials and the impact of supplier force majeure events in Europe, Chinese environmental regulation enforcementregulations.
Given the continuing volatility in certain energy-based input costs, particularly the volatility in oil and severe hurricanesoil-based derivatives, and foreign currencies, we are not able to predict with certainty the 2020 full-year impact of changes in raw material pricing
10 2019 PPG ANNUAL REPORT AND 10-K
versus 2019. Further, given the distribution nature of many of our businesses, logistics and distribution costs are sizable, as are wage and benefit changes. For 2019 versus 2018, we experienced a slight decrease in our logistics costs as a percentage of sales driven by operational efficiency improvements and through sourcing efforts to take advantage of the reduction in industry surface transportation shipping rates due to an improvement in the U.S. In addition, oil prices moved much higher inavailability of transportation assets. We expect these costs to remain steady or be slightly lower through 2020 given the second half of 2017 also contributingcontinuing efforts by PPG to raw material inflation.
Patents
|
| | | | | |
| ($ in millions) | 2017 | | 2016 | | 2015 |
| Revenue earned from royalties and the sale of technical know-how | $11 | | $12 | | $15 |
PPG considers patent protection to be important; however, the Company’s operating segments are not materially dependent upon any single patent or group of related patents.improve our global operational efficiencies.
Backlog
In general, PPG does not manufacture its products against a backlog of orders. Production and inventory levels are geared primarily to projections of future demand and the level of incoming orders.
Global Operations
PPG has a significant investment in non-U.S. operations. This broad geographic footprint serves to lessen the significance of economic impacts occurring in any one region on PPG’sour total netNet sales and Income before income from continuing operations.taxes in the consolidated statement of income. As a result of our expansion outside the U.S., we are subject to certain inherent risks, including economic and political conditions in international markets, trade protection measures and fluctuations in foreign currency exchange rates. During 2017, favorable2019, unfavorable foreign currency translation increased netdecreased Net sales by approximately $55$400 million and decreasedIncome before income from continuing operationstaxes by $7approximately $50 million.
Our net sales in the developed and emerging regions of the world for the years ended December 31st are summarized below:
| | | ($ in millions) | 2017 | | 2016 | | 2015 | 2019 |
| | 2018 |
| | 2017 |
|
| Net Sales | As Restated | | | | | |
| Net sales | | | | | | |
| United States, Canada, Western Europe |
| $9,911 |
| |
| $9,773 |
| |
| $9,692 |
|
| $10,191 |
| |
| $10,299 |
| |
| $9,911 |
|
| Latin America, Central and Eastern Europe, Middle East, Africa, Asia Pacific | 4,837 |
| | 4,497 |
| | 4,549 |
| 4,955 |
| | 5,075 |
| | 4,837 |
|
| Total |
| $14,748 |
| |
| $14,270 |
| |
| $14,241 |
|
| $15,146 |
| |
| $15,374 |
| |
| $14,748 |
|
Refer to Note 20, “Reportable21, “Reportable Business Segment Information”Information” under Item 8 of this Form 10-K/A10-K for geographic information related to PPG’s property, plant and equipment, and for additional geographic information pertaining to sales.
Seasonality
PPG’s Income before income from continuing operationstaxes has typically been greater in the second and third quarters and cashCash from operating activities has been greatest in the fourth quarter due to end-use market seasonality, primarily in PPG’sour architectural coatings businesses. Demand for PPG’sour architectural coatings products is typically the strongest in the second and third quarters due to higher home improvement, maintenance and construction activity during the spring and summer months in the U.S., Canada and Europe. The Latin America paint season is the strongest in the fourth quarter. These cyclical activity levels result in the collection of outstanding receivables and lower inventory on hand in the fourth quarter generating higher cashCash from operating activities.
Employee Relations
The average number of people employed worldwide by PPG during 20172019 was about 47,200.approximately 47,600. The Company has numerous collective bargaining agreements throughout the world. We observe local customs, laws and practices in labor relations when negotiating collective bargaining agreements. There were no significant work stoppages in 2017.2019. While we have experienced occasional work stoppages as a result of the collective bargaining process and may experience some work stoppages in the future, we believe that we will be able to negotiate all labor agreements on satisfactory terms. To date, these work stoppages have not had a significant impact on PPG’sour results of operations. Overall, the Company believes it haswe believe we have good relationships with itsour employees.
Environmental Matters
PPG is committed to operating in a sustainable manner and to helping our customers meet their sustainability goals. Our sustainability efforts are led by the Technology and Environment Committee of our Board of Directors and our Sustainability Committee, which is comprised of members of PPG’s senior management team. The Sustainability Committee establishes
policies, programs, procedures and goals to address sustainability in our business practices, including resource management, climate change, innovation, communications, purchasing, manufacturing and employee wellness.
Our dedication to innovation is intertwined with sustainability. Once again, in 2017, we increased the percent of our sales from sustainable products.products to 33% in 2019 from 32% in 2018. We are marketing an ever-growing variety of products and services that provide environmental, safety and other benefits to our customers. Our products contribute to lighter, more fuel-efficient vehicles, airplanes and ships, and they help our customers reduce their energy consumption, conserve water and reduce waste. These products include a compact automotive paint process that saves energy and reduces water usage; sustainable,
2019 PPG ANNUAL REPORT AND FORM 10-K 11
waterborne coatings formulations; lightweight sealants and coatings for aircraft; coatings that cool surfaces; coatings for recyclable metal packaging; and solutions for autonomous and battery-powered vehicles.
Public and governmental concerns related to climate change continue to grow, leading to efforts to limit the greenhouse gas (“GHG”) emissions believed to be responsible. While PPG has operations in many countries, a substantial portion of PPG’s GHG emissions are generated by locations in the U.S. where considerable legislative and regulatory activity has been taking place. PPG has, and will continue to, annually report our global GHG emissions to the voluntary Carbon Disclosure project.
PPG participates in both the U.S. Department of Energy, BETTER BUILDINGS®, BETTER PLANTS® program, formerly the SAVE ENERGY NOW® Leadership program, and the Environmental Protection Agency ENERGY STAR® Industrial Partnership program, both reinforcing the company’s voluntary efforts to significantly reduce its industrial energy intensity. These programs include developing and implementing energy management processes and setting energy savings targets while providing a suite of educational, training, and technical resources to help meet those targets. Recognizing the continuing importance of this matter, PPG has a senior management group with a mandate to guide theThe Company’s progress in this area.
Our commitment to sustainability continues to yield tangible results. In 2017,2019, we again made significant progress reducing our energy intensity, greenhouse gas emissions intensity, water usage intensity and waste intensity. More information about PPG’s sustainability values, efforts, goals and data and our community and employee engagement programs can be found in our Sustainability Report and on our sustainability website at http://sustainability.ppg.com and on the Carbon Disclosure Project’sCDP’s website at www.cdp.net.
PPG isWe are subject to existing and evolving standards relating to the protection of the environment. In management’s opinion, the Company operates in an environmentally sound manner and is well positioned, relative to environmental matters, within the industries in which it operates. PPG is negotiating with various government agencies concerning 126 current and former manufacturing sites and offsite waste disposal locations, including 24certain sites on the National Priority List. While PPG is not generally a major contributor of wastes to these offsite waste disposal locations, each potentially responsible party may face governmental agency assertions of joint and several liability. Generally, however, a final allocation of costs is made based on relative contributions of wastes to the site. There is a wide range of cost estimates for cleanup of these sites, due largely to uncertainties as to the nature and extent of their condition and the methods that may have to be employed for their remediation. The Company has established reserves for onsite and offsite remediation of those sites where it is probable that a liability has been incurred and the amount of loss can be reasonably estimated.
The Company’sOur experience to date regarding environmental matters leads itus to believe that it will have continuing expenditures for compliance with provisions regulating the protection of the environment and for present and future remediation efforts at waste and plant sites. Management anticipates that such expenditures will occur over an extended period of time.
In addition to the $258$304 million currently reserved for environmental remediation efforts, we may be subject to loss contingencies related to environmental matters estimated to be approximately $100 million to $200 million. These reasonably possible unreserved losses relate to environmental matters at a number of sites, none of which are individually significant. The loss contingencies related to these sites include significant unresolved issues such as the nature and extent of contamination at these sites and the methods that may have to be employed to remediate them.
| | | ($ in millions) | 2017 | | 2016 | | 2015 | 2019 |
| | 2018 |
| | 2017 |
|
| Capital expenditures for environmental control projects | $7 | | $18 | | $15 |
| $15 |
| |
| $20 |
| |
| $7 |
|
It is expected that capital expenditures for such projects in 20182020 will be in the range of $10$20 million to $20$30 million. Although future capital expenditures are difficult to estimate accurately because of constantly changing regulatory standards and policies, it can be anticipated that environmental control standards will become increasingly stringent and the cost of compliance will increase.
Management believes that the outcome of these environmental contingencies will not have a material adverse 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. See Note 14 “Commitments, “Commitments and Contingent Liabilities” under Item 8 of this Form 10-K/A10-K for additional information related to environmental matters and our accrued liability for estimated environmental remediation costs.
Available Information
The Company’s website address is www.ppg.com. The Company posts, and shareholders may access without charge, the Company’s recent filings and any amendments thereto of its annual reports on Form 10-K/A,10-K, quarterly reports on Form 10-Q and its proxy statements as soon as reasonably practicable after such reports are filed with the Securities and Exchange Commission (“SEC”). The Company also posts all financial press releases, including earnings releases, to its website. All other reports filed or furnished to the SEC, including reports on Form 8-K, are available via direct link on PPG’s website to the SEC’s website, www.sec.gov. Reference to the Company’s, and the SEC’s or other websites herein does not incorporate by reference any information contained on those websites and such information should not be considered part of this Form 10-K/A.10-K.
Item 1A. Risk Factors
As a global manufacturer of paints, coatings and specialty materials, we operate in a business environment that includes risks. These risks are not unlike the risks we have faced in the recent past nor are they unlike risks faced by our competitors. Each of the risks described in this section could adversely affect our results of operations, financial position and liquidity. While the factors listed here are considered to be the more significant factors, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles which may adversely affect our businesses and our results of operations.operations, financial position and liquidity.
12 2019 PPG ANNUAL REPORT AND 10-K
Increases in prices and declines in the availability of raw materials could negatively impact our financial results.
Our financial results are significantly affected by the cost of raw materials. Coatings rawRaw materials which include both organic, primarily petroleum based,petroleum-derived, materials and inorganic materials, including titanium dioxide, comprise between 70% and 80% of the Company’s cost of sales, exclusive of depreciation and amortization, sold in most coatings formulations anddioxide. These raw materials represent PPG’s single largest production cost component.
While not our customary practice, we also import raw materials and intermediates, particularly for use at our manufacturing facilities in the emerging regions of the world. In most cases, those imports are priced in the currency of the supplier and, therefore, if that currency strengthens against the currency of our manufacturing facility, our margins may be lower.
Most of our raw materials are purchased from outside sources, and the Company has made, and plans to continue to make, supply arrangements to meet the planned operating requirements for the future. Adequate supply of critical raw materials is managed by establishing contracts, procuring from multiple sources, and identifying alternative materials or technology whenever possible. The Company is continuing its aggressive sourcing initiatives to effectively broaden our supply of high quality raw materials. These initiatives include qualifying multiple and local sources of supply, including suppliers from Asia and other lower cost regions of the world, adding on-site resin production at certain manufacturing locations, and a reduction in the amount of titanium dioxide and other raw materials used in our product formulations. Our products use both petroleum-derived andraw materials include bio-based materials as part of a product renewal strategy.
An inability to obtain critical raw materials would adversely impact our ability to produce products. Increases in the cost of raw materials may have an adverse effect on our incomeIncome from continuing operations or cashCash from operating activities in the event we are unable to offset these higher costs in a timely manner.
Refer to Item 1. “Raw Materials and Energy” of this Form 10-K/A for a discussion of the current year trends and outlook in raw material and energy costs.
The pace of economic growth and level of uncertainty could have a negative impact on our results of operations and cash flows.
During 2017,Demand for our products and services depends, in part, on the general economic conditions improvedaffecting the countries and markets in allwhich we do business. Weak economic conditions in certain geographies and changing supply and demand balances in the markets we serve have negatively impacted demand for our products and services in the past and may do so in the future. Recently, global economic uncertainty has increased due to a number of our major geographical regions while remaining mixed by end-use market.factors, including slowing global growth, consumer sentiment and commodity market volatility, disruption in existing trade agreements, the imposition of tariffs and the threat of additional tariffs, the United Kingdom’s exit from the European Union and weaker demand in China. PPG provides products and services to a variety of end-use markets in many geographies. This broad end-use market exposure and expanded geographic presence lessens the significance of any individual decrease in activity levels; nonetheless, lower demand levels may result in lower sales, which would result in reduced incomeIncome from continuing operations and cashCash from operating activities.
Refer to Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Form 10-K/A for discussion of the economic conditions in 2017 and our outlook on certain economic conditions in 2018.
We are subject to existing and evolving standards relating to the protection of the environment.
Environmental laws and regulations control, among other things, the discharge of pollutants into the air and water, the handling, use, treatment, storage and clean-up of hazardous and non-hazardous waste, and the investigation and remediation of soil and groundwater affected by hazardous substances, andsubstances. In addition, various laws regulate various health and safety matters. The environmental laws and regulations we are subject to impose liability for the costs of, and damages resulting from, cleaning up current sites, past spills, disposals and other releases of hazardous substances. Violations of these laws and regulations can also result in fines and penalties. Future environmental laws and regulations may require substantial capital expenditures or may require or cause us to modify or curtail our operations, which may have a material adverse impact on our business, financial condition and results of operations.
As described in Note 14, “Commitments and Contingent Liabilities,” under Item 8 of this Form 10-K/A, we are currently undertaking environmental remediation activities at a number of our current and former facilities and properties, the cost of which is substantial. In addition to the amounts currently reserved, we 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.
We are involved in a number of lawsuits and claims, and we may be involved in future lawsuits and claims, in which substantial monetary damages are sought.
PPG is involved in a number of lawsuits and claims, both actual and potential, in which substantial monetary damages are sought. Those lawsuits and claims relate to contract, patent, environmental, product liability, asbestos exposure, antitrust, employment, securities and other matters arising out of the conduct of PPG’s current and past business activities. Any such claims, whether with or without merit, could be time consuming, expensive to defend and could divert management’s attention and resources. We maintain insurance against some, but not all, of these potential claims, and the levels of insurance we do maintain may not be adequate to fully cover any and all losses. We believe that, in the aggregate, the outcome of all current lawsuits and claims involving PPG, including those described in Note 14 “Commitments, “Commitments and Contingent Liabilities”Liabilities” under Item 8 of this Form 10-K/A,10-K, 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. Nonetheless, the results of any future litigation or claims are inherently unpredictable, and such outcomes could have a material adverse effect on our results of operations, cashCash from operating activities or financial condition.
2019 PPG ANNUAL REPORT AND FORM 10-K 13
Fluctuations in foreign currency exchange rates could affect our financial results.
We earn revenues, pay expenses, own assets and incur liabilities in countries using currencies other than the U.S. dollar. Because our consolidated financial statements are presented in U.S. dollars, we must translate revenues and expenses into U.S. dollars at the average exchange rate during each reporting period, as well as assets and liabilities into U.S. dollars at exchange rates in effect at the end of each reporting period. Therefore, increases or decreases in the value of the U.S. dollar against other currencies will affect our netNet sales, netNet income and the value of balance sheet items denominated in foreign currencies. We may use derivative financial instruments to reduce our net exposure to currency exchange rate fluctuations related to foreign currency transactions. However, fluctuations in foreign currency exchange rates, particularly the strengthening or weakening of the U.S. dollar against major currencies, could adversely or positively affect our financial condition and results of operations expressed in U.S. dollars. In 2017, changes in the U.S. dollar versus our mix of currencies had a favorable impact on full year net sales and an unfavorable impact on income before income taxes from the translation of foreign earnings into U.S. dollars of approximately $55 million and $7 million, respectively.
We are subject to a variety of complex U.S. and non-U.S. laws and regulations, which could increase our compliance costs.costs and could adversely affect our results of operations.
We are subject to a wide variety of complex U.S. and non-U.S. laws and regulations, and legal compliance risks, including securities laws, tax laws, environmental laws, employment and pension-related laws, competition laws, U.S. and foreign export and trading laws, and laws governing improper business practices, including bribery. We are affected by new laws and regulations and changes to existing laws and regulations, as well as interpretations by courts and regulators. These laws and regulations effectively expand our compliance obligations and potential enforcement actions by governmental authorities or litigation related to them.costs.
New laws and regulations or changes in existing laws or regulations or their interpretation could increase our compliance costs. For example, regulations concerning the composition, use and transport of chemical products continue to evolve. Developments concerning these regulations could potentially impact the availability or viability of some of the raw materials we use in our product formulations and/or our ability to supply certain products to some customers or markets. Import/export regulations also continue to evolve and could result in increased compliance costs, slower product movements or additional complexity in our supply chains.
Further, although we believe that we have appropriate risk management and compliance programs in place, we cannot guarantee that our internal controls and compliance systems will always protect us from improper acts committed by employees, agents, business partners or businesses that we acquire. Any non-compliance or such improper actions or allegations could damage our reputation and subject us to civil or criminal investigations and shareholder lawsuits, could lead to substantial civil and criminal, monetary and non-monetary penalties, and could cause us to incur significant legal and investigatory fees.
Our international operations expose us to additional risks and uncertainties that could affect our financial results.
PPG has a significant investment in global operations. This broad geographic footprint serves to lessen the significance of economic impacts occurring in any one region. Notwithstanding the benefits of geographic diversification, our ability to achieve and maintain profitable growth in international markets is subject to risks related to the differing legal, political, social and regulatory requirements and economic conditions of many countries. As a result of our operations outside the U.S., we are subject to certain inherent risks, including political and economic uncertainty, inflation rates, exchange rates, trade protection measures, local labor conditions and laws, restrictions on foreign investments and repatriation of earnings, and weak intellectual property protection. Our percentage of sales generated in 20172019 by products sold outside the U.S. was approximately 62%61%.
Changes in the tax regimes and related government policies and regulations in the countries in which we operate could adversely affect our results and our effective tax rate.
As a multinational corporation, we are subject to various taxes in both the U.S. and non-U.S. jurisdictions. Due to economic and political conditions, tax rates in these various jurisdictions may be subject to significant change.changes. Our future effective income tax rate could be affected by changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets or changes in tax laws or their interpretation. In December 2017, the U.S. enacted the U.S. Tax Cuts and Job Act. While the Company has made a preliminary assessment of the new legislation’s impact on PPG, U.S. regulatory agencies will be issuing further regulations and clarifying interpretations over the next year which could alter the Company’s conclusions regarding the impact of the new law. Further, PPG may continue to refine its estimates to incorporate new or better information as it comesbecomes available. Recent developments, including the European Commission’s investigations on illegal state aid as well as the Organisation for Economic Co-operation and Development project on Base Erosion and Profit Shifting may result in changes to long-standing tax principles, which could adversely affect our effective tax rate or result in higher cash tax liabilities. If our effective income tax rate was to increase, our cashCash from operating activities, financial condition and results of operations would be adversely affected.
Although we believe that our tax filing positions are appropriate, the final determination of tax audits or tax disputes may be different from what is reflected in our historical income tax provisions and accruals. If future audits find that additional taxes are due, we may be subject to incremental tax liabilities, possibly including interest and penalties, which could have a material adverse effect on our cashCash from operating activities, financial condition and results of operations.
14 2019 PPG ANNUAL REPORT AND 10-K
Business disruptions could have a negative impact on our results of operations and financial condition.
Unexpected events, including supply disruptions, temporary plant and/or power outages, work stoppages, natural disasters and severe weather events, significant public health issues, computer system disruptions, fires, war or terrorist activities, could increase the cost of doing business or otherwise harm the operations of PPG, our customers and our suppliers. It is not possible for us to predict the occurrence or consequence of any such events. However, such events could reduce our ability to supply products, reduce demand for our products or make it difficult or impossible for us to receive raw materials from suppliers or to deliver products to customers.
Integrating acquired businesses into our existing operations.
Part of the Company’s strategy is growth through acquisitions. Over the last decade, we have successfully completed more than 50 acquisitions, and we will likely acquire additional businesses and enter into additional joint ventures in the future. Growth through acquisitions and the formation of joint ventures involve risks, including:
difficulties in assimilating acquired companies and products into our existing business;
delays in realizing the benefits from the acquired companies or products;
diversion of our management’s time and attention from other business concerns;
difficulties due to lack of or limited prior experience in any new markets we may enter;
unforeseen claims and liabilities, including unexpected environmental exposures, product liability, or product liability;existing cyber vulnerability;
unexpected losses of customers or suppliers of the acquired or existing business;
difficulty in conforming the acquired business’ standards, processes, procedures and controls to those of our operations; and
difficulties in retaining key employees of the acquired businesses.
These risks or other problems encountered in connection with our past or future acquisitions and joint ventures could cause delays in realizing the anticipated benefits of such acquisitions or joint ventures and could adversely affect our results of operations, cashCash from operating activities or financial condition.
Our ability to understand our customers’ specific preferences and requirements, and to innovate, develop, produce and market products that meet customer demand is critical to our business results.
Our business relies on continued global demand for our brands and products. To achieve business goals, we must develop and sell products that appeal to customers. This is dependent on a number of factors, including our ability to produce products that meet the quality, performance and price expectations of our customers and our ability to develop effective sales, advertising and marketing programs.
We believe the automotive industry will experience significant and continued change in the coming years. Vehicle manufacturers continue to develop new safety features such as collision avoidance technology and self-driving vehicles that may reduce vehicle collisions in the future, potentially lowering demand for our refinish coatings. In addition, through the introduction of new technologies, new business models or new methods of travel, such as ridesharing, the number of automotive OEM new-builds may decline, potentially reducing demand for our automotive OEM coatings.coatings and related automotive parts.
Our future growth will depend on our ability to continue to innovate our existing products and to develop and introduce new products. If we fail to keep pace with product innovation on a competitive basis or to predict market demands for our products, our businesses, financial condition and results of operations could be adversely affected.
The industries in which we operate are highly competitive.
With each of our businesses, an increase in competition may cause us to lose market share, lose a large regional or global customer, or compel us to reduce prices to remain competitive, which could result in reduced margins for our products. Additionally, our ability to achieve price increases may impact the overall economics for the products we offer. Competitive pressures may not only reduce our margins but may also impact our revenues and our growth which could adversely affect our results of operations.
The security of our information technology systems could be compromised, which could adversely affect our ability to operate.
Increased global information technology security requirements, threats and sophisticated and targeted computer crime pose a risk to the security of our systems, networks and the confidentiality, availability and integrity of our data. Despite our efforts
2019 PPG ANNUAL REPORT AND FORM 10-K 15
to protect sensitive information and confidential and personal data, our facilities and systems may be vulnerable to security breaches. This could lead to negative publicity, theft, modification or destruction of proprietary information or key information, manufacture of defective products, production downtimes and operational disruptions, which could adversely affect our reputation, competitiveness and results of operations.
We haveIn 2018, we concluded that certain of our previously issued financial statements as detailed below should not be relied upon and have restated certain of ourthose previously issued financial statements, which may leadled to, among other things, shareholder litigation, loss of investor confidence, negative impact on our stock priceinvestigations by the SEC and the U.S. Attorney’s office, a settlement by the Company with the SEC and unanticipated costs for accounting and legal fees, and which may result in certain other risks.
As discussed in the Explanatory Note, Note 2, “Restatement“Restatement of Previously Reported Consolidated Annual Financial Statements”Statements” and in Note 19, “Quarterly Financial Information (unaudited)” under Item 8 of thisthe 2017 Form 10-K/A, in 2018 we have concluded that our previously issued financial statements as of December 31, 2017 and 2016, and for each of the quarterly and year-to-date periods in 2017, and the final quarterly and year-to-date period in 2016, should no longer be relied upon. The determination that the applicable financial statements should no longer be relied upon and that certainthese financial statements would be restated was made following the identification of misstatements. As a result ofAlthough the Company restated these misstatements, we have become subject to a number of additional risks and uncertainties, including unanticipated costs for accounting and legal fees in connection with or related to the restatement, shareholder litigation and government investigations. Any such proceeding could result in substantial defense costs regardless of the outcome of the litigation or investigation. If we do not prevail in any such litigation, we could be required to pay substantial damages or settlement costs.
We are remediating certain internal controls and procedures, which, if not successful, could result in additional misstatements in our financial statements, negatively affecting our results of operations.
We areremediated the material weakness in the process of implementing certain remediation actions. See Item 9A. “Controls and Procedures” of this Form 10-K/A for a description of these remediation measures. To the extent these steps are not successful, not sufficient to correct our material weakness inCompany’s internal control over financial reporting, or are not completed inreached a timely manner, future financial statements may contain material misstatements and we could be required to restate our financial results. Any of these matters could adversely affect our business, reputation, revenues, results of operations, financial condition and stock price and limit our ability to access the capital markets through equity or debt issuances.
We are involved in governmental investigations, which are costly to conduct and may result in substantial financial and other penalties, as well as adverse effects on our business and financial condition.
Prior to filing the Current Report on Form 8-K disclosing our receipt of the internal report on April 19, 2018, we self-reported these issues to the SEC. We are cooperatingsettlement with the SEC in itsand is no longer the subject of an investigation of this matter. The SEC investigation is
continuing, andby the U.S. Attorney’s Office, we are currently unablecontinue to predict its duration, scope or results or whether the SEC will commence any legal action. If we are found to have violated securities laws or other federal statutes, we may be subject to criminalrisks and civil penaltiesuncertainties relating to these events, including shareholder derivative litigation, advancement of legal expenses and other remedial measures, including, but not limitedpotential indemnification obligations to injunctive relief, disgorgement, civilcertain current and criminal finesformer employees who are responding to investigations by the SEC and penalties, modificationsU.S. Attorney’s Office for alleged violations of compliance programsthe securities laws relating to the restatement described above, potential loss of investor confidence, potential reputational harm and the retention of a monitor to oversee compliance. The imposition of any of these sanctions or remedial measures could have a material adversepotential negative impact on our business, reputation, revenues, results of operations and financial condition.stock price.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
The Company’sPPG’s corporate headquarters is located in the United States in Pittsburgh, Pa. The Company’s manufacturing facilities, sales offices, research and development centers and distribution centers are located throughout the world. As of February 15, 2018, the Company operated 133 manufacturing facilities in 39 countries. See Item 1. “Business” of this Form 10-K/A10-K for the principal manufacturing and distribution facilities by reportable business segment.
The Company has manufacturing facilities in the following geographic areas: |
| | | | |
United States and Canada: | 39 facilities. | | EMEA: | 54 facilities in 23 countries. |
Latin America: | 14 facilities in 5 countries. | | Asia Pacific: | 26 facilities in 9 countries. |
The Company’s principal research and development centers are located in Allison Park, Pa.; Tianjin, China; Milan, Italy; Monroeville, Pa.; Springdale, Pa.; Amsterdam, Netherlands; Burbank, Calif.; Tianjin, China; Amsterdam, NetherlandsTepexpan, Mexico; Marly, France and Tepexpan, Mexico.Wroclaw, Poland.
The Company’sOur headquarters, certain distribution centers and substantially all company-owned paint stores are located in facilities that are leased while the Company’sour other facilities are generally owned. Our facilities are considered to be suitable and adequate for the purposes for which they are intended and overall have sufficient capacity to conduct business in the upcoming year.
Item 3. Legal Proceedings
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, securities 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 and certain other claims, 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 may contest coverage. 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 Company has self-reported toAs previously disclosed, the SEC information concerning the internalis conducting a non-public investigation of accounting matters described in the Explanatory Note and in Note 2, “Restatement“Restatement of Previously Reported Consolidated Annual Financial Statements”Statements" under Item 8 of thisthe Company’s 2017 Form 10-K/A. On September 26, 2019, PPG announced a final settlement with the SEC as to the Company. Without admitting or denying the findings in the SEC’s administrative cease-and-desist order, the Company consented to the entry of the order, which imposed no financial penalty. The Company’s cooperationCompany continues to cooperate fully with the SEC’s ongoing investigation relating to these accounting matters. The Company is continuing.also cooperating fully with an investigation into the same accounting matters commenced by the U.S. Attorney’s Office for the Western District of Pennsylvania (“USAO”). As previously disclosed, the USAO has informed PPG that it will not pursue any action as to the Company.
On January 16, 2020, the Company, as a nominal defendant, and certain of its current or former officers and directors were named as defendants in a shareholder derivative action captioned L. Courtland Lee, derivatively on behalf of PPG Industries, Inc. v. Michael H. McGarry, et al. The plaintiff alleges breach of fiduciary duty and unjust enrichment arising out of various alleged acts, and alleged failures to act, by the individually named defendants following financial restatements by the Company.
16 2019 PPG ANNUAL REPORT AND 10-K
The Company anticipates that the Court will order a stay of any discovery in the lawsuit and postpone the Company’s obligation to respond to the Complaint until an investigation into this matter is completed.
On May 20, 2018, a putative securities class action lawsuit was filed in the U.S. District Court for the District for the Central District of California against the Company and certainthree of its current orand former officers. This action,On September 21, 2018, an Amended Class Action Complaint was filed in the lawsuit. The Amended Complaint, captioned Trevor Mild v. PPG Industries, Inc., Michael H. McGarry, Vincent J. Morales, and Mark C. Kelly,, asserts asserted securities fraud claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 on behalf of a putative classesclass of persons who purchased or otherwise acquired stock of the Company during various time periods between April 24,January 19, 2017 and May 10, 2018. The allegations relaterelated to, among other things, allegedly false and misleading statements and/or failures to disclose information about the Company’s business, operations and prospects. This action remains pending. The parties reached a settlement in principal on May 1, 2019. On June 2, 2019, the plaintiff filed with the Court a Petition for Preliminary Approval of the proposed settlement, including the proposed settlement amount of $25 million. On November 22, 2019, the Court entered final judgment approving the settlement. PPG’s insurance carriers confirmed to the Company insurance coverage for the full amount of the settlement. The settlement payment is expected to occur in 2020.
From the late 1880’s until the early 1970’s, PPG owned property located in Cadogan and North Buffalo Townships, Pennsylvania which was used for the disposal of solid waste from PPG’s former glass manufacturing facility in Ford City, Pennsylvania. In October 2018, the Pennsylvania Department of Environmental Protection (the “DEP”) approved PPG’s cleanup plan for the Cadogan Property. In April 2019, PPG and the DEP entered into a consent order and agreement (“CO&A”) which incorporated PPG’s approved cleanup plan and a draft final permit for the collection and discharge of seeps emanating from the former disposal area. The CO&A includes a civil penalty of $1.2 million for alleged past unauthorized discharges. PPG’s former disposal area is also the subject of a citizens’ suit filed by the Sierra Club and PennEnvironment seeking remedial measures beyond the measures specified in PPG’s approved cleanup plan, a civil penalty in addition to the penalty included in the CO&A and plaintiffs’ attorneys fees. PPG believes this actionthat the citizen’s suit is without merit and intends to defend itself vigorously.vigorously.
For many years, PPG has been a defendant in lawsuits involving claims alleging personal injury from exposure to asbestos. For a description of asbestos litigation affecting the Company, see Note 14 “Commitments, “Commitments and Contingent Liabilities”Liabilities” to the accompanying consolidated financial statements under Part I, Item 8 of this Form 10-K/A.10-K.
In the past, the Company and others have been named as defendants in several cases in various jurisdictions claiming damages related to exposure to lead and remediation of lead-based coatings applications. PPG has been dismissed as a defendant from most of these lawsuits and has never been found liable in any of these cases.
In March 2016, After having not been named in a new lead-related lawsuit for 15 years, PPG was named as a defendant in two new Pennsylvania state court lawsuits filed by Montgomery County and Lehigh County in the Natural Resource Trustees forrespective counties on October 4, 2018 and October 12, 2018. Both suits seek declaratory relief arising out of alleged public nuisances in the Calcasieu River Estuary (the United States Department of the Interior, acting through the United States Fish and Wildlife Service, the National Oceanic and Atmospheric Administration of the United States Department of Commerce, the Louisiana Department of Environmental Quality and the Louisiana Department of Wildlife and Fisheries) reached an agreement in principle with PPG and two other potentially responsible parties to resolve the Trustees’ claims for natural resource damages alleged to have been caused by the release of hazardous substances into the Estuary. In the fourth quarter of 2017, PPG signed a consent decree prepared by the US Department of Justice for settlement of potential natural resource damage claims at the Calcasieu River Estuary. PPG’s share of this settlement is $3.6 million. Payment of PPG’s share of the settlement is required to be made into an escrow account within 30 days of filing the agreementcounties associated with the courtpresence of lead paint on various buildings constructed prior to 1980. The Company believes these actions are without merit and is expectedintends to occur in the first quarter of 2018.defend itself vigorously.
2019 PPG ANNUAL REPORT AND FORM 10-K 17
Information About Our Executive Officers of the Company
Set forth below is information related to the Company’s executive officers as of June 28, 2018.February 20, 2020.
|
| | |
| Name | Age | Title |
Michael H. McGarry (a) | 5961 | Chairman and Chief Executive Officer since September 2016 |
Glenn E. Bost II Anne M. Foulkes (b)
| 6557 | Senior Vice President and General Counsel since July 2010September 2018 |
Jean-Marie Greindl (c)
| 55 | Senior Vice President, Architectural Coatings and President PPG EMEA since March 2016 |
Timothy M. Knavish (c) | 54 | Executive Vice President since October 2019 |
Rebecca B. Liebert (d) | 52 | SeniorExecutive Vice President Industrial Coatings since October 20172019 |
Ramaparasad Vadlamannati (e)
| 55 | Senior Vice President, Protective and Marine Coatings since March 2016 |
Vincent J. Morales (f)(e) | 5254 | Senior Vice President and Chief Financial Officer since March 2017 |
Amy R. Ericson (f) | 54 | Senior Vice President, Packaging Coatings since July 2018 |
Ramaparasad Vadlamannati (g) | 57 | Senior Vice President, Protective and Marine Coatings and President PPG EMEA since October 2019 |
| |
| (a) | Mr. McGarry served as President and Chief Executive Officer from September 2015 through August 2016, President and Chief Operating Officer from March 2015 through August 2015; Chief Operating Officer from August 2014 through February 2015; Executive Vice President from September 2012 through July 2014; and Senior Vice President, Commodity Chemicals from July 2008 through August 2012. |
| |
| (b) | Mr. BostMs. Foulkes served as Senior Vice President, General Counsel and Secretary from August 2018 to September 2018, Vice President and Associate General Counsel and Secretary from March 2016 through July 20062018 and Assistant General Counsel and Secretary from April 2011 through June 2010. February 2016. |
| |
| (c) | Mr. GreindlKnavish served as Senior Vice President, AutomotiveArchitectural Coatings EMEA and President, PPG EMEA from February 2013January 2019 through February 2016,September 2019, Senior Vice President, AutomotiveIndustrial Coatings EMEA from January 2011 through January 2013 and Vice President, Automotive Coatings, Europe from October 20102017 through December 2010. |
| |
(d) | Mr. Knavish served as2018, Senior Vice President, Automotive Coatings from March 2016 through September 2017, Vice President, Protective and Marine Coatings from August 2012 through February 2016 and Vice President, Automotive Coatings, Americas from March 2010 through July 2012. |
| |
| (d) | Ms. Liebert served as Senior Vice President, Automotive Coatings from June 2018 to September 2019. She previously served as President and Chief Executive Officer of Honeywell UOP from 2016 to 2018, Senior Vice President and General Manager, Catalyst Adsorbents and Specialties of Honeywell UOP from 2015 to 2016 and Senior Vice President and General Manager, Gas Processing and Hydrogen of Honeywell UOP from 2012 to 2015. |
| |
| (e) | Mr. Morales served as Vice President, Finance from June 2016 through February 2017. From June 2015 through June 2016, he served as Vice President, Investor Relations and Treasurer and from October 2007 through May 2015 he served as Vice President, Investor Relations. |
| |
| (f) | Ms. Ericson was appointed Senior Vice President, Packaging Coatings in July 2018 when she joined PPG from SUEZ SA. She previously served as President of SUEZ Chemical Monitoring and Solutions from 2017 until 2018, President of General Electric Water Services Company from 2015 to 2017 and President and Chief Executive Officer of Alstom SA’s U.S. business from 2013 to 2015. |
| |
| (g) | Mr. Vadlamannati served as Senior Vice President, Protective and Marine Coatings from March 2016 through September 2019, Vice President, Architectural Coatings, EMEA and Asia/Pacific from August 2014 through February 2016, Vice President, Architectural Coatings, EMEA from February 2012 through July 2014, Vice President, Architectural Coatings, EMEA for Region Western Europe from March 2011 through January 2012 and Vice President, Automotive Refinish, EMEA from September 2010 through February 2011. |
| |
(f) | Mr. Morales served as Vice President, Finance from June 2016 through February 2017. From June 2015 through June 2016, he served as Vice President Investor Relations and Treasurer and from October 2007 through May 2015 he served as Vice President, Investor Relations. |
Item 4. Mine Safety Disclosures
Not Applicable.
18 2019 PPG ANNUAL REPORT AND 10-K
Part II
Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
The information required by Item 5 regarding market information, including PPG’s stock exchange listingslisting and quarterly stock market prices, dividends and holders of common stock is included in Exhibit 13.1 filed with this Form 10-K/A10-K and is incorporated herein by reference. ThisAnnual information is also included in the PPG2019 Financial Overview and Shareholder Information on page 43 of the Annual Report to shareholders.
Directors who are not also officers of the Company may receive common stock equivalents pursuant to the PPG Industries, Inc. Deferred Compensation Plan for Directors (“PPG Deferred Compensation Plan for Directors”). Common stock equivalents are hypothetical shares of common stock having a value on any given date equal to the value of a share of common stock. Common stock equivalents earn dividend equivalents that are converted into additional common stock equivalents but carry no voting rights or other rights afforded to a holder of common stock. The common stock equivalents credited to directors under this plan are exempt from registration under Section 4(a)(2) of the Securities Act of 1933 as private offerings made only to directors of the Company in accordance with the provisions of the plan.
Under the PPG Deferred Compensation Plan for Directors, each director may elect to defer the receipt of all or any portion of the compensation paid to such director for serving as a PPG director. All deferred payments are held in the form of common stock equivalents. Payments out of the deferred accounts are made in the form of common stock of the Company (and cash as to any fractional common stock equivalent). The directors, as a group, were credited with 14,007; 17,807; and 15,445 common stock equivalents in 2017, 2016 and 2015, respectively, under this plan. The values of the common stock equivalents, when credited, ranged from $95.25 to $115.89 in 2017; $95.63 to $116.07 in 2016, and $90.13 to $98.73 in 2015.
| | | Issuer Purchases of Equity Securities - Fourth Quarter, 2017 | |
| Issuer Purchases of Equity Securities - Fourth Quarter 2019 | | Issuer Purchases of Equity Securities - Fourth Quarter 2019 |
| Month | Total Number of Shares Purchased |
| Avg. Price Paid per Share |
| Total Number of Shares Purchased as Part of Publicly Announced Programs |
| Max. Number of Shares That May Yet Be Purchased Under the Programs(1) |
| Total Number of Shares Purchased |
| Avg. Price Paid per Share |
| Total Number of Shares Purchased as Part of Publicly Announced Programs |
| Max. Number of Shares That May Yet Be Purchased Under the Programs(1) |
|
| October 2017 | | | | |
| October 2019 | | | | |
| Repurchase program | 1,221,668 |
|
| $114.35 |
| 1,221,668 |
| 11,327,456 |
| — |
|
| $— |
| — |
| 13,270,110 |
|
| November 2017 |
|
| | | |
| November 2019 | |
|
| | |
| Repurchase program | 1,152,976 |
|
| $115.64 |
| 1,152,976 |
| 10,127,329 |
| 100,338 |
|
| $128.54 |
| 100,338 |
| 12,786,858 |
|
| December 2017 |
|
| | | |
| December 2019 | |
|
| | |
| Repurchase program | 1,091,300 |
|
| $116.36 |
| 1,091,300 |
| 30,443,353 |
| 1,033,842 |
|
| $132.61 |
| 1,033,842 |
| 11,314,379 |
|
| Total quarter ended December 31, 2017 |
|
| | | |
| Total quarter ended December 31, 2019 | |
|
| | |
| Repurchase program | 3,465,944 |
|
| $115.41 |
| 3,465,944 |
| 30,443,353 |
| 1,134,180 |
|
| $132.25 |
| 1,134,180 |
| 11,314,379 |
|
| |
| (1) | In December 2017, PPG's board of directors approved a $2.5 billion share repurchase program. This program is in addition to the company’s existing share repurchase authorization, which was approved in October 2016. The remaining shares yet to be purchased under the programs haveprogram has been calculated using PPG’s closing stock price on the last business day of the respective month. TheseThis repurchase programs haveprogram has no expiration date. |
No shares were withheld in satisfaction of the exercise price and/or tax withholding obligation by holders of employee stock options who exercised options granted under the Company’s equity compensation plans in the fourth quarter of 2017.2019.
Item 6. Selected Financial Data (As Restated)
The information required by Item 6 regarding the selected financial data for the five years ended December 31, 20172019 is included in Exhibit 13.2 filed with this Form 10-K/A10-K and is incorporated herein by reference.
Management and This information is also reported in the Audit Committee have concluded that our financial statements as of December 31, 2017 and 2016, and for eachFive-Year Digest on page 90 of the quarterly and year-to-date periods in 2017 and the final quarterly and year-to-date period in 2016 should not be relied upon. In this Form 10-K/A, we have restated our audited consolidated financial statements as of December 31, 2017 and 2016, and certain unaudited consolidated financial information for each of the quarterly and year-to-date periods in 2017 and the final quarterly and year-to-date period in 2016. The selected statement of operations data presented in Exhibit 13.2 and incorporated by reference herein for each of the three years in the period ended December 31, 2017 and the balance sheet data as of December 31, 2017 and 2016 have been derived from the audited consolidated financial statements included in this Form 10-K/A. The selected statement of operations data for the years ended December 31, 2014 and 2013 and the balance sheet data as of December 31, 2015, 2014 and 2013 have been derived from consolidated financial information not included in this Form 10-K/A.Annual Report to shareholders.
For more information on this restatement, see the Explanatory Note immediately preceding the Table of Contents, Note 2, “Restatement of Previously Reported Consolidated Annual Financial Statements” and Note2019 PPG ANNUAL REPORT AND FORM 10-K 19 “Quarterly Financial Information (unaudited)” under Item 8 of this Form 10-K/A. The selected financial data reflect the restatement described in the Explanatory Note.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (As Restated)
As described in Note 2, “RestatementThe following discussion includes a comparison of Previously Reported Consolidated Annual Financial Statements” under Item 8our results of this Form 10-K/A, we restated our audited financial statements as of December 31, 2017operations and 2016liquidity and capital resources for the years ended December 31, 2019 and 2018. A discussion of changes in our results of operations for the year ended December 31, 2018 as compared to the year ended December 31, 2017 and 2016. The impact of the restatement is reflectedhas been omitted from this Form 10-K, but may be found in “Item 7. Management’s Discussion and Analysis (“MD&A”) of Financial Condition and Results of Operations below. We have also restated certain unaudited quarterly results related toOperations” of our 2018 Form 10-K, filed with the three months ended December 31, 2016, March 31, 2017, June 30, 2017 (and six months ended), September 30, 2017 (and nine months ended)Securities and December 31, 2017. The impact of the restatement to the quarterly 2017 financial statements does not result in material changes to the MD&A included in the previously filed Forms 10-Q. As such, these disclosures have not been included in this Form 10-K/A.Exchange Commission on February 21, 2019.
Performance Overview
Net Sales by Region
| | | | | % Change | | % Change |
| ($ in millions, except percentages) | 2017 |
| 2016 |
| 2015 |
| 2017 vs. 2016 | 2016 vs. 2015 | 2019 |
| 2018 |
| 2019 vs. 2018 |
| | As Restated |
| | | | |
| United States and Canada |
| $6,307 |
|
| $6,254 |
|
| $6,232 |
| 0.8% | 0.4% |
| $6,475 |
|
| $6,485 |
| (0.2)% |
| Europe, Middle East and Africa (EMEA) | 4,389 |
| 4,164 |
| 4,103 |
| 5.4% | 1.5% | 4,549 |
| 4,678 |
| (2.8)% |
| Asia Pacific | 2,523 |
| 2,431 |
| 2,433 |
| 3.8% | (0.1)% | 2,542 |
| 2,618 |
| (2.9)% |
| Latin America | 1,529 |
| 1,421 |
| 1,473 |
| 7.6% | (3.5)% | 1,580 |
| 1,593 |
| (0.8)% |
| Total |
| $14,748 |
|
| $14,270 |
|
| $14,241 |
| 3.3% | 0.2% |
| $15,146 |
|
| $15,374 |
| (1.5)% |
Net sales decreased $228 million due to the following: |
|
2017 vs. 2016 |
Net sales increased $478 million due to the following: |
● Acquisition-related sales (+1%) |
● Higher sales volumes (+1%) |
● Slightly favorable foreign currency translation |
● Slightly higher selling prices |
Net sales from acquired businesses, net of divestitures, added over $200 million of sales in 2017, primarily MetoKote, DEUTEK, Univer and The Crown Group. |
U.S. and Canada sales volumes declined slightly year-over-year, with mixed demand by business and end-use market segment. Sales volumes in architectural coatings U.S. company-owned stores grew by a mid-single-digit percentage, but were more than offset by sales volumes declines in the independent dealer networks and national retail (DIY) customer accounts in aggregate. Automotive OEM coatings sales volumes declined year-over-year and lagged industry demand levels due to a customer-driven market-share shift away from PPG that was offset in other regions of the world. These decreases in sales volumes were partially offset by higher sales volumes in specialty coatings and materials, automotive refinish coatings, general industrial coatings, aerospace coatings and packaging coatings. |
EMEA sales volumes increased a low-single-digit percentage versus the prior year. Sales volumes in our automotive OEM coatings and aerospace coatings businesses each grew by a mid-single-digit percentage. Specialty coatings and materials sales volumes grew by a double-digit percentage, driven by strong silica demand. Protective coatings volumes also grew year-over-year. These increases in sales volumes were partially offset by lower demand in architectural coatings. |
Asia Pacific sales volumes expanded by a mid-single-digit percentage year-over-year led by growth in each business within the Industrial Coatings segment along with sales volume growth in the architectural coatings business. These increases in sales volumes were partially offset by lower demand in marine coatings year-over-year. From a country and sub-region perspective, sales volumes grew in India, China, and Southeast Asia versus the prior year. Korea sales volumes continued to decline year-over-year primarily due to continued weakness in new shipbuilding. |
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 coatings and general industrial coatings businesses. The automotive OEM coatings growth was driven by industry production expansion with the opening of new assembly facilities in Mexico. Regional sales volumes were lower in architectural coatings versus the prior year primarily due to lower sales volumes in Brazil and in Mexico due to the impact of the natural disasters during the third quarter. |
● Lower sales volumes (-3%)
● Unfavorable foreign currency translation (-2%)
|
|
2016 vs. 2015 |
Net sales increased $29 million due to the following: |
● Acquisition-related sales (+2%) |
● Higher sales volumes (+1%) |
Partially offset by: |
● Unfavorable foreign currency translation (-3%) |
Acquired businesses added approximately $310 million of sales in 2016, primarily due to the partial year sales from businesses acquired in 2015, including Revocoat, IVC Industrial Coatings, Le Joint Francais and Cuming Microwave, as well as the 2016 acquisitions of MetoKote and Univer. |
Sales volume growth, excluding acquisition related sales, grew 1% led by growth in Asia Pacific and EMEA, while U.S. and Canada sales volumes as a percentage of sales, declined modestly. |
U.S. and Canada sales volumes declined a low-single-digit percentage year-over-year, with mixed demand by business and end-use market segment. Sales volumes in architectural coatings company-owned stores grew by a mid-single-digit percentage, but were more than offset by sales volumes declines in the independent dealer networks and several national retail (DIY) customer accounts. Automotive OEM coatings sales volumes declined year-over-year, in large-part due to lower industry production. These decreases in sales volumes were partially offset by higher sales volumes in automotive refinish coatings and packaging coatings. |
EMEA sales volumes increased a low-single-digit percentage versus the prior year. Sales volumes in our automotive OEM coatings and general industrial coatings businesses each grew by a mid-single-digit percentage, above market. Specialty coatings and materials sales volumes grew by a mid-single-digit percentage, driven by silica demand. These increases in sales volumes were partially offset by modestly lower demand in architectural coatings. |
Asia Pacific sales volumes expanded by a mid-single-digit percentage year-over-year led by growth in each business within the Industrial Coatings segment. These increases in sales volumes were partially offset by lower demand in marine coatings year-over-year. From a country and sub-region perspective, sales volumes grew in India, China, and Southeast Asia versus the prior year. Korea sales volumes declined year-over-year primarily due to continued weakness in new shipbuilding. |
Latin America sales volumes expanded by a low-to-mid-single-digit percentage versus the prior year primarily due to above market growth in our architectural coatings, automotive OEM coatings and general industrial coatings businesses. |
Unfavorable foreign currency translation reduced net sales by approximately $385 million as the U.S. dollar strengthened against most foreign currencies year-over-year, notably the British pound, the Mexican peso, and the Chinese yuan. |
● Higher selling prices (+2%)● Acquisition-related sales (+2%)
We achieved higher selling prices across nearly all businesses, reflecting the value of our products and services. These increases helped to offset general cost inflation, including employee wages and benefits.
U.S. and Canada net sales were relatively flat compared to the prior year. Higher selling prices and net sales from acquired businesses were almost entirely offset by lower sales volumes. The unfavorable impact from customer assortment changes in the U.S. architectural DIY channel negatively impacted sales volumes.
Europe, Middle East and Africa (EMEA) net sales decreased nearly 3% versus the prior year, driven by unfavorable foreign currency translation and lower sales volumes, partially offset by higher selling prices in all businesses and net sales from acquired businesses.
Asia Pacific net sales decreased nearly 3% versus the prior year, driven by unfavorable foreign currency translation and lower sales volumes, partially offset by net sales from acquired businesses and higher selling prices.
Latin America net sales decreased slightly versus the prior year, driven by lower sales volumes and unfavorable foreign currency translation, partially offset by higher selling prices.
For specific business results see the Segment Results section within Item 7 of this Form 10-K.
Cost of sales, exclusive of depreciation and amortization
| | | | | % Change | | % Change |
| ($ in millions, except percentages) | 2017 |
| 2016 |
| 2015 |
| 2017 vs. 2016 | 2016 vs. 2015 | 2019 |
| 2018 |
| 2019 vs. 2018 |
| | As Restated |
| | | |
| Cost of sales, exclusive of depreciation and amortization |
| $8,207 |
|
| $7,693 |
|
| $7,786 |
| 6.7% | (1.2)% |
| $8,653 |
|
| $9,001 |
| (3.9)% |
| Cost of sales as a % of net sales | 55.6 | % | 53.9 | % | 54.7 | % | 1.7% | (0.8)% | 57.1 | % | 58.5 | % | (1.4)% |
Cost of sales, exclusive of depreciation and amortization, decreased $348 million due to the following:
● Lower sales volumes
● Foreign currency translation
● Restructuring cost savings
Partially offset by:
● Cost of sales attributable to acquired businesses
● General cost inflation
20 2019 PPG ANNUAL REPORT AND 10-K
Selling, general and administrative expenses
|
|
2017 vs. 2016 |
Cost of sales, exclusive of depreciation and amortization, increased $514 million (+7%) due to the following: |
● Raw material cost inflation |
● Higher sales volumes |
● Cost of sales attributable to acquired businesses |
● Foreign currency translation |
Partially offset by: |
● Lower manufacturing costs |
|
|
2016 vs. 2015 |
Cost of sales, exclusive of depreciation and amortization, decreased $93 million (-1%) due to the following: |
● Foreign currency translation |
● Lower manufacturing costs |
Partially offset by: |
● Cost of sales from acquired businesses |
● Higher sales volumes |
|
| | | | | | | |
| | | % Change |
| ($ in millions, except percentages) | 2019 |
| 2018 |
| 2019 vs. 2018 |
| Selling, general and administrative expenses |
| $3,604 |
|
| $3,573 |
| 0.9% |
| Selling, general and administrative expenses as a % of net sales | 23.8 | % | 23.2 | % | 0.6% |
Selling, general and administrative expenses increased $31 million primarily due to:
● Wage and other cost inflation |
| | | | | | | | | | | |
| | | % Change |
| ($ in millions, except percentages) | 2017 |
| 2016 |
| 2015 |
| 2017 vs. 2016 | 2016 vs. 2015 |
| | As Restated |
| As Restated |
| | | |
| Selling, general and administrative expenses |
| $3,564 |
|
| $3,588 |
|
| $3,584 |
| (0.7)% | 0.1% |
| Selling, general and administrative expenses as a % of net sales | 24.2 | % | 25.1 | % | 25.2 | % | (0.9)% | (0.1)% |
|
|
2017 vs. 2016 |
Selling, general and administrative expenses decreased $24 million (-1%) primarily due to: |
● Lower net periodic pension and other postretirement benefit costs |
● Lower selling and advertising costs |
● Restructuring cost savings |
Partially offset by: |
● Wage and other cost inflation |
● Selling, general and administrative expenses from acquired businesses |
| ● Foreign currency translation |
● Cost management including restructuring cost savings |
|
2016 vs. 2015 |
Selling, general and administrative expenses increased $4 million (0%) due to the following: |
● Foreign currency translation |
● Restructuring cost savings |
Partially offset by: |
● Selling, general and administrative expenses from acquired businesses |
● Overhead cost inflation |
Other charges and other income | | | | | % Change | | % Change |
| ($ in millions, except percentages) | 2017 |
| 2016 |
| 2015 |
| 2017 vs. 2016 | 2016 vs. 2015 | 2019 |
| 2018 |
| 2019 vs. 2018 |
| | As Restated |
| As Restated |
| | | |
| Interest expense, net of Interest income |
| $85 |
|
| $99 |
|
| $86 |
| (14.1)% | 15.1% |
| $100 |
|
| $95 |
| 5.3% |
| Business restructuring (As Restated) |
| $— |
|
| $191 |
|
| $136 |
| (100.0)% | 40.4% | |
| Pension settlements |
| $60 |
|
| $968 |
|
| $— |
| (93.8)% | N/A | |
| Business restructuring, net | |
| $176 |
|
| $66 |
| 166.7% |
| Other charges |
| $64 |
|
| $175 |
|
| $90 |
| (63.4)% | 94.4% |
| $98 |
|
| $122 |
| (19.7)% |
| Other income |
| ($150 | ) |
| ($127 | ) |
| ($110 | ) | 18.1% | 15.5% |
| ($89 | ) |
| ($114 | ) | (21.9)% |
Interest expense, net of Interest income
Interest expense, net of interestInterest income decreased $14increased $5 million in 20172019 versus 20162018 primarily due to lower interest ratehigher levels of debt outstanding during 2017. Interest expense, net of Interest income increased $13 million in 2016 versus 2015 as interest income decreased year-over-year due to lower interest rates and lower average cash deposits on hand.the current year.
Business restructuring, net
In 2016, PPGPretax restructuring charges of $194 million were recorded a pre-tax businessin 2019, offset by certain changes in estimates to complete previously recorded programs of $18 million. A pretax restructuring charge of $191$83 million (as restated). During 2017, PPG realized approximately $50 millionwas recorded in the second quarter of cost savings related2018, offset by certain changes in estimates to restructuring actions. Once fully implemented, the total annual savings run rate is expected to be approximately $125complete previously recorded programs of $17 million. Refer to Note 8 "Business Restructuring", "Business Restructuring" in Item 8 of this Form 10-K/A10-K for additional information.
In 2015, PPG recorded a pre-tax restructuring charge of $136 million, of which about 85% represented employee severance and other cash charges. As of December 31, 2016, substantially all actions have been completed.
Pension settlements
During 2017, PPG made lump-sum payments to certain retirees who had participated in PPG's U.S. qualified and non-qualified pension plans totaling approximately $127 million. As the lump-sum payments were in excess of the expected 2017 service and interest costs for the affected plans, PPG remeasured the periodic benefit obligation of these plans in the period payments were made and recorded settlement charges totaling $60 million ($38 million after-tax) during 2017.
During 2016, PPG permanently transferred approximately $1.8 billion of its U.S. and Canadian pension obligations and assets to several highly rated insurance companies. These actions triggered remeasurement and partial settlement of certain of the Company’s defined benefit pension plans. PPG recognized a $968 million pre-tax settlement charge in connection with these transactions. Refer to Note 13, "Employee Benefit Plans" in Item 8 of this Form 10-K/A for additional information.
Other charges
Other charges in 2017 were lower than 2016 due to the absenceconsist primarily of environmental charges and certain asset write-downs. In 2016, Other charges were higher than in 2015 due to environmental charges of $82 million.remediation charges. These charges were principally for environmental remediation at a former chromium manufacturing plant and associated sites in New Jersey. Refer to Note 14, "Commitments and Contingent Liabilities" in Item 8 of this Form 10-K for additional information.
Other income
Other income was higherlower in 20172019 than in 2016prior year primarily due to thea gain fromin 2018 on the sale of land near a facility of the Mexican Plaka business of $25 million. Other income in 2016 was higher than in 2015 due to gains totaling $46 million resulting from the sale of a PPG legacy U.S. automotive glass and services business and a U.S. business affiliate, higher equity earnings from a 2017 acquisition of a 40% interest in a joint venture and was partially offset by the absence of certain business transaction-related gains.Company’s former commodity chemicals business.
Effective tax rate and earnings per diluted share, continuing operations
| | | | | % Change | | % Change |
| ($ in millions, except percentages) | 2017 |
| 2016 |
| 2015 |
| 2017 vs. 2016 | 2016 vs. 2015 | 2019 |
| 2018 |
| 2019 vs. 2018 |
| | As Restated |
| As Restated |
| | | |
| Income tax expense |
| $615 |
|
| $214 |
|
| $413 |
| 187.4% | (48.2)% |
| $392 |
|
| $353 |
| 11.0% |
| Effective tax rate | 30.7 | % | 27.5 | % | 23.7 | % | 3.2% | 3.8% | 23.6 | % | 20.9 | % | 2.7% |
| Adjusted effective tax rate* | 24.3 | % | 24.5 | % | 23.9 | % | (0.2)% | 0.6% | |
| Adjusted effective tax rate, continuing operations* | | 23.7 | % | 22.1 | % | 1.6% |
| | | | | |
| Earnings per diluted share |
| $5.31 |
|
| $2.04 |
|
| $4.79 |
| 160.3% | (57.4)% | |
| Adjusted earnings per diluted share* |
| $5.86 |
|
| $5.64 |
|
| $5.33 |
| 3.9% | 5.8% | |
| Earnings per diluted share, continuing operations | |
| $5.22 |
|
| $5.40 |
| (3.3)% |
| Adjusted earnings per diluted share, continuing operations* | |
| $6.22 |
|
| $5.92 |
| 5.1% |
*See the Regulation G reconciliations - results of operations |
The effective tax rate for the year-ended December 31, 20172019 was 30.7% and increased 3.2%23.6%, an increase of 2.7% from the prior year primarily due to recordingyear. In 2018, the nettax rate benefited from certain favorable adjustments, including finalization of the provisional toll charge triggered by the enactment ofrecorded in 2017 for unremitted foreign earnings under the U.S. Tax Cuts and Jobs Act. This charge is approximately $37 million higher than the net charge included in PPG’s fourth quarter earnings release and Form 8-K furnished on January 18, 2018, primarily due to new IRS regulations issued and refinements of management estimates.
2019 PPG ANNUAL REPORT AND FORM 10-K 21
As reported, earnings per diluted share from continuing operations for the year ended December 31, 2017 increased year-over-year, primarily due to the absence of the pension settlement charge of $616 million after-tax recorded in 2016.2019 decreased year-over-year. Refer to the Regulation G Reconciliations - Results offrom Operations for additional information. The Company’s earnings per diluted share and adjusted earnings per diluted share both benefited from the 7.4 million, 10.72.7 million and 7.015.9 million shares of stock repurchased in 2017, 20162019 and 2015, respectively.2018, respectively, in conjunction with the Company’s cash deployment objectives.
Regulation G Reconciliations - Results offrom Operations
PPG Industries believes investors’investor’s understanding of the company’s operatingCompany’s performance is enhanced by the disclosure of net income from continuing operations, earnings per diluted share from continuing operations and thePPG’s effective tax rate from continuing operations adjusted for certain charges.items. PPG’s management considers this information useful in providing insight into the company’sCompany’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 andfrom continuing operations, earnings per diluted share from continuing operations and the effective tax rate from continuing operations adjusted for these items are not recognized financial measures determined in accordance with U.S. generally accepted accounting principles (GAAP)(“U.S. GAAP”) and should not be considered a substitute for net income, or earnings per diluted share, the effective tax rate or other financial measures as computed in accordance with U.S. GAAP. In addition, adjusted net income, adjusted earnings per diluted share from continuing operations and the adjusted effective tax rate from continuing operations may not be comparable to similarly titled measures as reported by other companies.
Income before income taxes from continuing operations is reconciled to adjusted income before income taxes from continuing operations, the effective tax rate from continuing operations is reconciled to the adjusted effective tax rate from continuing operations and net income from continuing operations (attributable to PPG) and earnings per share – assuming dilution (attributable to PPG) are reconciled to adjusted net income from continuing operations (attributable to PPG) and adjusted earnings per share – assuming dilution below:
|
| | | | | | | | | | | | | | | | | | |
| ($ 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(2) |
|
| Year-ended December 31, 2019 | | | | | | | | | |
| As reported, continuing operations |
| $1,661 |
| |
| $392 |
| | 23.6 | % | |
| $1,243 |
| |
| $5.22 |
|
| Includes: | | | | | | | | | |
Net charges related to business restructuring-related costs(1) | 222 |
| | 54 |
| | 24.4 | % | | 168 |
| | 0.71 |
|
| Net charges related to environmental remediation | 61 |
| | 14 |
| | 23.0 | % | | 47 |
| | 0.20 |
|
Charges related to acquisition-related costs(3) | 17 |
| | 4 |
| | 23.5 | % | | 13 |
| | 0.05 |
|
| Net charges related to litigation matters | 12 |
| | 3 |
| | 24.1 | % | | 9 |
| | 0.04 |
|
| Adjusted, continuing operations, excluding certain items |
| $1,973 |
| |
| $467 |
| | 23.7 | % | |
| $1,480 |
| |
| $6.22 |
|
|
| | | | | | | | | | | | | | | | | | |
| Year-ended December 31, 2017 (As Restated) | | | | | |
| ($ 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 |
| $2,005 |
| |
| $615 |
| | 30.7 | % | |
| $1,369 |
| |
| $5.31 |
|
| Includes: | | | | | | | | | |
| Net tax charge related to U.S. Tax Cuts and Jobs Act | — |
| | (134 | ) | | N/A |
| | 134 |
| | 0.52 |
|
Charges related to transaction-related costs(1) | 9 |
| | 3 |
| | 37.9 | % | | 6 |
| | 0.02 |
|
| Charges related to pension settlements | 60 |
| | 22 |
| | 37.9 | % | | 38 |
| | 0.14 |
|
| Gain from sale of business | (25 | ) | | (1 | ) | | 3.2 | % | | (24 | ) | | (0.09 | ) |
| Gain from a legal settlement | (18 | ) | | (7 | ) | | 37.9 | % | | (11 | ) | | (0.04 | ) |
| Gain from sale of a non-operating asset | (13 | ) | | (5 | ) | | 37.9 | % | | (8 | ) | | (0.03 | ) |
| Charges related to asset write-downs | 7 |
| | — |
| | — | % | | 7 |
| | 0.03 |
|
| Adjusted, continuing operations, excluding certain charges |
| $2,025 |
| |
| $493 |
| | 24.3 | % | |
| $1,511 |
| |
| $5.86 |
|
|
| | | | | | | | | | | | | | | | | | |
| Year-ended December 31, 2016 (As Restated) | | | | | |
| ($ 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 |
| $779 |
| |
| $214 |
| | 27.5 | % | |
| $543 |
| |
| $2.04 |
|
| Includes: | | | | | | | | | |
Charges related to transaction-related costs(1) | 8 |
| | 3 |
| | 37.6 | % | | 5 |
| | 0.03 |
|
| Charges related to pension settlements | 968 |
| | 352 |
| | 36.4 | % | | 616 |
| | 2.31 |
|
| Charge related to business restructuring | 191 |
| | 50 |
| | 26.2 | % | | 141 |
| | 0.53 |
|
| Charge related to environmental remediation | 82 |
| | 31 |
| | 37.6 | % | | 51 |
| | 0.20 |
|
| Net gain from disposals of ownership interests in business affiliates | (46 | ) | | (16 | ) | | 34.8 | % | | (30 | ) | | (0.12 | ) |
| Net tax effect of asbestos settlement funding | — |
| | (151 | ) | | N/A |
| | 151 |
| | 0.57 |
|
| Charge related to early retirement of debt | 8 |
| | 3 |
| | 37.6 | % | | 5 |
| | 0.02 |
|
| Charges related to asset write-downs | 23 |
| | 7 |
| | 30.4 | % | | 17 |
| | 0.06 |
|
| Adjusted, continuing operations, excluding certain charges |
| $2,013 |
| |
| $493 |
| | 24.5 | % | |
| $1,499 |
| |
| $5.64 |
|
|
| | | | | | | | | | | | | | | | | | |
| Year-ended December 31, 2015 | | | | | |
| ($ 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 |
| $1,745 |
| |
| $413 |
| | 23.7 | % | |
| $1,311 |
| |
| $4.79 |
|
| Includes: | | | | | | |
|
| | |
Charges related to transaction-related costs(1) | 44 |
| | 14 |
| | 33.3 | % | | 30 |
| | 0.10 |
|
| Charge related to business restructuring | 136 |
| | 31 |
| | 22.8 | % | | 105 |
| | 0.39 |
|
| Charge related to pension settlement | 7 |
| | 2 |
| | 28.6 | % | | 5 |
| | 0.02 |
|
| Charge related to equity affiliate debt refinancing | 11 |
| | 4 |
| | 37.6 | % | | 7 |
| | 0.03 |
|
| Adjusted, continuing operations, excluding certain charges |
| $1,943 |
| |
| $464 |
| | 23.9 | % | |
| $1,458 |
| |
| $5.33 |
|
|
| | | | | | | | | | | | | | | | | | |
| ($ 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(2) |
|
| Year-ended December 31, 2018 | | | | | | | | | |
| As reported, continuing operations |
| $1,693 |
| |
| $353 |
| | 20.9 | % | |
| $1,323 |
| |
| $5.40 |
|
| Includes: | | | | | | | | | |
| Net tax benefit related to U.S. Tax Cuts and Jobs Act | — |
| | 13 |
| | N/A |
| | (13 | ) | | (0.05 | ) |
| Charges related to customer assortment changes | 18 |
| | 4 |
| | 24.3 | % | | 14 |
| | 0.05 |
|
| Charges related to environmental remediation and other costs | 77 |
| | 19 |
| | 24.3 | % | | 58 |
| | 0.24 |
|
Net charges related to business restructuring-related costs(1) | 75 |
| | 22 |
| | 29.3 | % | | 53 |
| | 0.21 |
|
| Charges related to litigation matters | 24 |
| | 5 |
| | 24.3 | % | | 19 |
| | 0.08 |
|
Charges related to acquisition-related costs(3) | 6 |
| | 2 |
| | 25.5 | % | | 4 |
| | 0.02 |
|
| Charge related to brand rationalization | 6 |
| | 2 |
| | 26.8 | % | | 4 |
| | 0.02 |
|
| Gain from the sale of a non-operating asset | (26 | ) | | (6 | ) | | 24.3 | % | | (20 | ) | | (0.08 | ) |
| Charge related to impairment of a non-manufacturing asset | 9 |
| | 2 |
| | 24.3 | % | | 7 |
| | 0.03 |
|
| Adjusted, continuing operations, excluding certain items |
| $1,882 |
| |
| $416 |
| | 22.1 | % | |
| $1,449 |
| |
| $5.92 |
|
| |
| (1) | Transaction-relatedIncluded in net charges related to business restructuring-related costs, are business restructuring charges, accelerated depreciation of certain assets and other related costs, offset by releases related to previously approved programs. |
| |
| (2) | Earnings per diluted share is calculated based on unrounded numbers. Figures in the table may not recalculate due to rounding. |
| |
| (3) | Acquisition-related costs include advisory, legal, accounting, valuation, and other professional or consulting fees incurred to effect significant acquisitions, as well as similar feesacquisitions. These costs are included in Selling, general and other costs to effect divestitures not classified as discontinued operations. Theseadministrative expense in the consolidated statement of income. Acquisition-related costs also include the flow-through cost of sales impact for the step up to fair value of inventory acquired in acquisitions. These costs also include certain nonrecurring severance costsacquisitions which are included in Cost of sales, exclusive of depreciation and charges associated withamortization in the Company’s business portfolio transformation.consolidated statement of income. |
Regulation G Reconciliations - Quarterly Results of Operations (unaudited) (As Restated)
22 2019 PPG ANNUAL REPORT AND 10-K
|
| | | | | | | | | | | | | | | | | | |
| | Three months ended December 31, 2016 |
| ($ 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 | $ | 131 |
| | $ | 40 |
| | 30.5 | % | | $ | 91 |
| | $ | 0.33 |
|
| Adjusted for: | | | | | | | | | |
| Business restructuring charge | 191 |
| | 50 |
| | 26.2 | % | | 141 |
| | 0.53 |
|
| Environmental remediation charge | 82 |
| | 31 |
| | 37.6 | % | | 51 |
| | 0.20 |
|
| Net gain on disposals of ownership interests in business affiliates | (13 | ) | | (5 | ) | | 38.5 | % | | (8 | ) | | (0.04 | ) |
| Net tax effect of asbestos settlement funding | — |
| | (23 | ) | | N/A |
| | 23 |
| | 0.09 |
|
| Premium on early retirement of debt | 8 |
| | 3 |
| | 37.6 | % | | 5 |
| | 0.02 |
|
| Adjusted, continuing operations, excluding certain charges | $ | 399 |
| | $ | 96 |
| | 24.1 | % | | $ | 303 |
| | $ | 1.13 |
|
|
| | | | | | | | | | | | | | | | | | |
| | 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 | $ | 446 |
| | $ | 110 |
| | 24.7 | % | | $ | 331 |
| | $ | 1.28 |
|
| 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 | $ | 472 |
| | $ | 119 |
| | 25.2 | % | | $ | 348 |
| | $ | 1.34 |
|
|
| | | | | | | | | | | | | | | | | | |
| | Three months ended June 30, 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 | $ | 659 |
| | $ | 157 |
| | 23.8 | % | | $ | 497 |
| | $ | 1.92 |
|
| Adjusted for: | | | | | | | | | |
Transaction-related costs(1) | 5 |
| | 2 |
| | 37.9 | % | | 3 |
| | 0.01 |
|
| Gain from sale of the Plaka business | (25 | ) | | (1 | ) | | 3.2 | % | | (24 | ) | | (0.09 | ) |
| Income from a legal settlement | (18 | ) | | (7 | ) | | 37.9 | % | | (11 | ) | | (0.04 | ) |
| Adjusted, continuing operations, excluding certain charges | $ | 621 |
| | $ | 151 |
| | 24.3 | % | | $ | 465 |
| | $ | 1.80 |
|
|
| | | | | | | | | | | | | | | | | | |
| | Three months ended September 30, 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 | $ | 523 |
| | $ | 124 |
| | 23.7 | % | | $ | 393 |
| | $ | 1.52 |
|
|
| | | | | | | | | | | | | | | | | | |
| | Three months ended December 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 | $ | 377 |
| | $ | 224 |
| | 59.4 | % | | $ | 148 |
| | $ | 0.58 |
|
| Adjusted for: | | | | | | | | | |
| Net tax charge for Tax Cuts and Jobs Act | — |
| | (134 | ) | | N/A |
| | 134 |
| | 0.52 |
|
| Pension settlement charge | 38 |
| | 14 |
| | 37.9 | % | | 24 |
| | 0.09 |
|
| Gain on sale of a non-operating asset | (13 | ) | | (5 | ) | | 37.9 | % | | (8 | ) | | (0.03 | ) |
| Asset write-downs | (7 | ) | | — |
| | — | % | | 7 |
| | 0.03 |
|
| Adjusted, continuing operations, excluding certain charges | $ | 395 |
| | $ | 99 |
| | 25.1 | % | | $ | 305 |
| | $ | 1.19 |
|
| |
(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 divestitures not classified as discontinued operations. These costs also include the flow-through cost of sales impact for the step up to fair value of inventory acquired in acquisitions. These costs also include certain nonrecurring severance costs and charges associated with the Company’s business portfolio transformation. |
Performance of Reportable Business Segments
Performance Coatings
| | | | | | $ Change | | % Change | | | $ Change | | % Change |
| ($ in millions, except percentages) | 2017 |
| 2016 |
| 2015 |
| | 2017 vs. 2016 | 2016 vs. 2015 | | 2017 vs. 2016 | 2016 vs. 2015 | 2019 |
| 2018 |
| | 2019 vs. 2018 | | 2019 vs. 2018 |
| | As Restated |
| | | |
| Net sales |
| $8,730 |
|
| $8,580 |
|
| $8,765 |
| | $150 | $(185) | | 1.7% | (2.1)% |
| $9,034 |
|
| $9,087 |
| | ($53) | | (0.6)% |
| Segment income |
| $1,321 |
|
| $1,314 |
|
| $1,302 |
| | $7 | $12 | | 0.5% | 0.9% |
| $1,409 |
|
| $1,300 |
| | $109 | | 8.4% |
Performance Coatings net sales decreased slightly due to the following: |
|
2017 vs. 2016 |
Performance Coatings net sales increased (2%) due to the following: |
● Higher selling prices (+1%) |
● Net sales from acquisitions (+1%) |
● Modest foreign currency translation |
Partially offset by: |
● Slightly lower sales volumes |
Selling prices increased year-over-year primarily due to selling price initiatives across all businesses to combat accelerating raw material cost inflation. |
Architectural coatings - Americas and Asia Pacific sales volumes declined a low-single-digit-percentage versus the prior year. Sales volumes increased by a mid-single-digit percentage in company-owned stores in the U.S. and Canada, including the unfavorable impact from natural disasters in the third quarter 2017. This increase was more than offset by sales volume declines in the U.S. and Canada independent dealer networks and national retail (DIY) customer accounts, as both distribution channels continued to experience soft demand. Organic sales improved in both the Latin America and Asia Pacific regions. |
Architectural coatings - EMEA net sales increased by a high-single-digit percentage year-over-year, primarily due to acquisition-related sales, principally DEUTEK and Univer, which contributed approximately $85 million to net sales. Sales volumes were down year-over-year primarily driven by continued weak demand in France and eastern Europe, as well as our turning away certain business due to low profitability or lack of customer acceptance of selling price increases. Demand growth continued in Northern Europe, where we continued to outperform the market. |
Automotive refinish coatings organic sales grew by a low-single-digit percentage year-over-year, led by above-market performance in U.S. and Canada as customers continued to adopt PPG’s industry leading technologies. Organic sales also increased in the Latin American region versus the prior year, reflecting high end-use market demand. In Asia Pacific, net sales increased, largely due to the recent Futian Xinshi acquisition in China. |
Aerospace coatings sales volumes grew by a low-single-digit percentage versus the prior year, led by above market performance in Europe and consistent with the overall industry demand. |
Protective and marine coatings sales volumes declined by a mid-single-digit percentage year-over-year. Protective coatings sales volumes expanded in most regions, led by Europe, but were more than offset by significant weakness in new shipbuilding activity, primarily in the Asia Pacific region. |
Segment income increased $9 million (1%) year-over-year primarily due to selling price increases, lower overhead and manufacturing costs, including the initial benefits from business restructuring actions, partially offset by increasing raw material costs, wage and other cost inflation, and lower sales volumes. |
● Unfavorable foreign currency translation (-3%)
|
|
2016 vs. 2015 |
Performance Coatings net sales decreased (2%) due to the following: |
● Unfavorable foreign currency translation of approximately $260 million (3%), most notably the Mexican peso, the British pound, the Chinese yuan and the euro. |
Partially offset by: |
● Net sales from acquisitions (+1%) |
Architectural coatings - Americas and Asia Pacific organic sales were flat versus the prior year. In the U.S. and Canada, sales volumes advanced in the company-owned store channel versus the prior year, mainly due to recent growth-related investments and initiatives. The increase in the company-owned stores channel was more than offset by sales volume declines in national retail (DIY) accounts and U.S. independent dealer channel year-over-year, despite DIY channel strengthening in the second half of 2016. Latin America organic sales were up year-over-year, led by Mexico which grew at more than double the Mexican GDP growth rate. |
Architectural coatings - EMEA sales volumes were flat year-over-year. Growth in western Europe was offset by reduced demand levels in central Europe and in Africa, where economies are closely linked to depressed commodity prices. Acquisition-related sales from Univer in Italy added about $10 million in the fourth quarter 2016. |
Automotive refinish coatings organic sales grew at a low-single-digit percentage rate year-over-year, outperforming end-use market demand levels in the U.S. and Canada and Asia Pacific, as customers continued to adopt PPG’s industry leading technologies. |
Aerospace coatings sales volumes increased modestly year-over-year, in line with industry growth rates. Sales growth occurred in all major regions. |
Protective and marine coatings net sales volumes declined a low-to-mid-single-digit-percentage year-over-year as growth in protective coatings was offset by declines in marine coatings, primarily due to lower shipbuilding activity in the Asia Pacific region and the ongoing impact of decreased capital investment and maintenance in the oil and gas sector. Protective coatings sales volumes grew versus the prior year, led by the U.S. and Canada and Latin America regions, including benefits from expanded distribution through the PPG-Comex concessionaire network. |
Segment income increased $12 million (+1%) primarily due to the benefits from prior year business restructuring initiatives, modestly higher selling prices, lower manufacturing costs, acquisition-related income (Cumings Microwave, Le Joint Francais, Univer), partially offset by unfavorable foreign currency translation and higher growth-related spending in the U.S. architectural coatings business. Segment income margins expanded, increasing 40 basis points year-over-year. |
Looking Ahead
In the first quarter 2018, we expect● Lower sales volumes (-1%)
Partially offset by:
● Higher selling prices (+2%)
● Acquisition-related sales (+1%)
For the full year 2019, PPG achieved higher selling prices across all businesses, reflecting the value of our products and services, offset by unfavorable foreign currency translation in the architecturalall businesses.
Architectural coatings - Americas and Asia Pacific businessnet sales decreased by a mid-single-digit percentage versus the prior year. The unfavorable impact from customer assortment changes in the U.S. architectural DIY channel negatively impacted sales volumes. The U.S. and Canada company-owned stores network net sales decreased slightly compared to be seasonally lower than the fourth quarter 2017. In addition, overallprior year. The PPG-Comex architectural coatings businesses had slightly higher net sales, excluding the impact of foreign currency translation and acquisitions (organic sales), and continued to benefit from the opening of a net of approximately 160 new concessionaire locations. Net sales in Asia Pacific were negatively impacted by unfavorable foreign currency translation.
Architectural coatings - EMEA net sales decreased by a mid-single-digit percentage due to unfavorable foreign currency translation; however, organic sales increased by a low-single-digit percentage year-over-year driven by higher selling prices. Despite volume trends by customer channel are anticipated to be consistent with the fourth quarter 2017. The PPG TIMELESS® product, launchedgrowth in certain HOME DEPOT® storeskey countries, sales volumes were lower year-over-year.
Automotive refinish coatings net sales were relatively flat versus the prior year including the increase in 2017, is projectednet sales from the SEM acquisition. Sales volumes were impacted by softer U.S. industry demand evidenced by lower collision claims during the year. Organic sales increased in all other major geographic regions as customers continued to continueadopt PPG’s industry-leading technologies.
Aerospace coatings net sales increased by over 10% versus the prior year, driven by higher sales volumes. This increase was supported by market outperformance in all major platforms stemming from technology-advantaged products and robust industry demand.
Protective and marine coatings increased net sales by a mid-single-digit percentage versus the prior year, driven by strong sales volumes in China and Europe and price gains in each region. Net sales in the U.S. were negatively impacted by reduced activity in the oil and gas sector.
Segment income increased $109 million year-over-year due to meet ourhigher selling prices and the continued benefits from the Company’s ongoing restructuring programs. These benefits were partially offset by the earnings impact of lower sales targetsvolumes, which were mostly attributable to the previously announced customer assortment changes, and is being expandedother cost inflation. Additionally, unfavorable foreign currency translation decreased segment income by approximately $25 million, primarily related to more locations during 2018. We also anticipate additional growth-related spendingthe weakening of up to $5 millionkey currencies, including the Mexican peso and euro.
Looking Ahead
Looking ahead, industry demand levels in the first quarter to support the continued momentum in the region. The volume growth trend for architectural coatings - EMEA isof 2020 are expected to improve modestly in the first quarter 2018, with results remaining uneven by country. We expect continued, high end-use demand in our automotive refinish coatings business as customers continuebe similar to adopt PPG’s industry leading technologies. In aerospace coatings, we anticipate continued improvement in industry demand growth. The protective and marine coatings business is expected to perform in-line with the market in the first quarter 2018.
We expect raw material costs to remain elevated in the first-quarter 2018 at similar levelsthose experienced in the fourth quarter. Further selling price increases in 2018quarter of 2019. Acquisitions are forecasted to add about $25 million of net sales primarily from Dexmet, Texstars, and ICR. In addition, net sales will be neededimpacted due to offset more recent raw material inflation. There will be no material benefit from acquisition-related sales in the segment, and, basedlower production rates by an aerospace customer. Based on mid-Januarycurrent exchange rates, foreign currency translation is not expected to have a similar sequential favorablematerial impact on segment sales and income in the first quarter 2018.or earnings.
Due to the timing of the Easter holiday, there is one fewer ship day in the first-quarter 2018 compared to first-quarter 2017, which is expected to unfavorably impact global architectural coatings sales volumes by about $20 million to $25 million in net sales. This unfavorable impact will reverse in the second quarter.
2019 PPG ANNUAL REPORT AND FORM 10-K 23
Industrial Coatings
| | | | | | $ Change | | % Change | | | $ Change | | % Change |
| ($ in millions, except percentages) | 2017 |
| 2016 |
| 2015 |
| | 2017 vs. 2016 | 2016 vs. 2015 | | 2017 vs. 2016 | 2016 vs. 2015 | 2019 |
| 2018 |
| | 2019 vs. 2018 | | 2019 vs. 2018 |
| Net sales |
| $6,018 |
|
| $5,690 |
|
| $5,476 |
| | $328 | $214 | | 5.8% | 3.9% |
| $6,112 |
|
| $6,287 |
| | ($175) | | (2.8)% |
| Segment income |
| $972 |
|
| $1,042 |
|
| $985 |
| | $(70) | $57 | | (6.7)% | 5.8% |
| $862 |
|
| $818 |
| | $44 | | 5.4% |
Industrial Coatings segment net sales decreased due to the following: |
|
2017 vs. 2016 |
Industrial Coatings segment net sales increased (6%) due to the following: |
● Higher sales volumes (+4%) |
● Acquisition-related sales (+3%) |
Partially offset by: |
● Lower selling prices (1%) |
PPG’s automotive OEM coatings sales volumes increased by a low-single-digit percentage versus the prior year, consistent with the global automotive industry production growth rate, led by China, Mexico, Europe and Brazil. Sales volumes declined in the U.S. and Canada, partially reflecting fewer automotive new builds. |
General industrial coatings and specialty coatings and materials sales volumes, in aggregate, grew by a mid-single-digit percentage year-over-year. Sales volumes grew year-over-year in every major region with mixed demand by end-use market and geography. This growth was led by Asia Pacific and the U.S., which outpaced regional industrial production demand growth. 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, primarily MetoKote, added approximately $155 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 decreased $70 million (-7%) year-over-year primarily due to increasing raw material costs, lower selling prices and wage and other cost inflation. These cost increases were partially offset by income from higher sales volumes, lower manufacturing and overhead costs, including the initial benefits from business restructuring actions, and acquisition-related income. |
● Lower sales volumes (-6%)● Unfavorable foreign currency translation (-3%) |
|
2016 vs. 2015 |
Industrial Coatings segment net sales increased (4%) due to the following: |
● Net sales from acquired businesses (+4%) |
● Higher sales volumes (+3%) |
| Partially offset by: |
● Unfavorable foreign currency translation of approximately $125 million (2%), most notably the Mexican peso, the British pound, the Chinese yuan and the euro. |
● Lower selling prices (1%) |
PPG’s automotive OEM coatings business sales volumes increased a low-single-digit-percentage over the prior year, consistent with global automotive industry production growth. PPG's sales volumes differed by region, led by year-over-year growth in Europe and Asia Pacific, while U.S. and Canada sales volumes lagged industry demand levels due to a customer-driven market-share shift away from PPG that was offset in other regions of the world. |
General industrial coatings and specialty coatings and materials sales volumes, in aggregate, increased a mid-single-digit percentage year-over-year. Sales volume growth was led by Asia Pacific and EMEA, and was driven by strong end-market demand for automotive components, electronic materials, and coil and extrusion products. Latin America sales volumes advanced moderately, while volumes in the U.S. and Canada declined modestly. |
Packaging coatings sales volumes were up a mid-to-high single-digit percentage year-over-year, primarily driven by continued strong sales growth momentum related to the adoption of PPG's new can coatings technologies. This above market sales volume growth was led by U.S. and Canada and Asia Pacific regions. |
Segment income increased $57 million (+6%) primarily due to lower manufacturing costs, higher sales volumes, acquisition-related income (MetoKote, IVC Industrial Coatings, Revocoat) and the benefits from prior year restructuring initiatives, partially offset by unfavorable foreign currency translation and modestly lower selling prices. PPG experienced higher transportation and logistics costs required to meet increasing customer demand in Asia. Segment income margins continued to improve, increasing 30 basis points year-over-year. |
● Acquisition-related sales (+4%)
● Higher selling prices (+2%)
For the full year 2019, PPG achieved higher selling prices in all major regions for nearly all businesses, reflecting the value of our products and services, offset by unfavorable foreign currency translation in all businesses.
In the automotive OEM coatings business, net sales decreased by a mid-single-digit percentage driven by lower sales volumes versus the prior year, consistent with the overall global industry automotive build rate. Partially offsetting the lower sales volumes were acquisition-related sales from the Hemmelrath acquisition and higher selling prices in all major regions.
Industrial coatings net sales increased slightly versus the prior year, despite lower sales volumes due to weakening global manufacturing demand for certain end-use products. Lower sales volumes were more than offset by acquisition-related sales from the Whitford acquisition.
Packaging coatings net sales decreased by a mid-single-digit percentage due to lower sales volumes versus the prior year. Year-over-year volumes were impacted by lower demand in packaged foods. However, sales volumes increased in Latin America due to customer conversions in the region during the year.
Specialty coatings and materials net sales were lower by a low-single-digit percentage versus the prior year, despite sales volume growth in the U.S. and EMEA.
Segment income increased $44 million year-over-year. Segment income benefited from improving selling prices, continued benefits from the Company’s ongoing restructuring programs and acquisition-related income, which were partially offset by the earnings impact of lower sales volumes and other cost inflation. Unfavorable foreign currency translation decreased segment income by approximately $20 million, primarily related to the Chinese yuan, Mexican peso and the euro.
Looking ahead
InLooking ahead, global industrial demand trends are expected to remain subdued through the first quarter of 2018, we expect global automotive industry production growth to be about 1% led2020, with inconsistencies by Europeregion. Significant public health issues could have an unfavorable impact in certain industries and Mexico. In China, automotive production is expected to modestly decrease in the first quarter of 2018, reflecting the expiration of a small engine subsidy that had been in effect the past several years. We anticipate solid general industrial demand growth trends to continue in aggregate, but remain mixed by geography and end-use market. PPG’s market outperformance is expected to continue. In our packaging coatings business, we anticipate volume growthregions. The company will continue due to the ongoing industry conversion to BPA non-intent interior can coatings, with PPG’s year-over-year growth rates continuing at an above market level in 2018. We expect acquisition-relatedprioritize operating margin recovery, focusing on executing its cost savings program and implementing contingency actions where necessary. Acquisition-related sales are forecast to add approximately $30about $60 million to first quarter 2018 segment salesstemming from Whitford and basedHemmelrath. Based on mid-Januarycurrent exchange rates, foreign currency translation is not expected to have a similar sequential favorablematerial impact on segment sales and income in the first quarter 2018.
Segment margin recovery continues to be a priority for 2018. Based on recent raw material inflation, segment margin recovery is expected to continue through the first half of 2018. All businesses in the segment have made progress with selling price initiatives and additional price increases have been announced for early 2018. Also, efforts to reduce costs remain a key focus in 2018.or earnings.
Review and Outlook
During 2017,2019, economic conditions improvedwere generally positive in all of our major geographicalgeographic regions while remainingdespite soft global manufacturing activity that weakened during the year and remained mixed by end-use market.end-uses. PPG’s aggregate organicnet sales excluding foreign currency translation impact grew 1.5%approximately 1% versus the prior year and were higher in the second half of 2017 compared to the first half of 2017.year. Acquisition-related sales from two acquisitions completed in 20162018 and the four completed in 20172019 contributed over 1%2% to net sales growth year-over-year.year-over-year, net of dispositions. Foreign currency translation was modestly favorable tounfavorable throughout the year and impacted net sales year-over-year. Favorable foreign currency translation experienced in the second half of 2017 slightly offset unfavorable impactsby about 3%. Raw material costs moderated during the first half of the year. Raw material inflation rose byyear, but remain elevated after a mid-single-digit percentage driven mostly by supply related factors, including an unusual high number of supplier force majeure eventsmulti-year inflationary period. Some other key costs continued to increase in Europe, government mandated production curtailments in China to help improve pollution,2019 such as employee wage and severe hurricanes in the U.S. In addition, oil prices moved sharply higher in the second half of the year also contributing to raw material inflation.benefit costs.
U.S. and Canada
During 2017,2019, the pace of economic activity improvedgrowth moderated in the U.S. and Canada region versus the prior year, with higher industrial production despite lower automotiveled by weaker U.S. GDP growth. Automotive OEM industry builds.builds were relatively flat compared to 2018. Demand in the residential and commercial construction markets werewas modestly higher in 20172019 compared to 2016.2018. New home starts advanced aboutapproximately 2% in 20172019 versus approximately 6%4% in 2016.2018. Residential remodeling declined 1%was down 2% in 20172019 versus 2016,2018, while commercial construction was flatdown approximately 4% compared to 7% growthflat in 2016.2018. Market demand for architectural paint shiftedcontinued to shift more to professional trade paintpainters as continued lower U.S. unemployment continued to decline. Demandresulted in the overallconsumers choosing professional painters
24 2019 PPG ANNUAL REPORT AND 10-K
rather than completing projects themselves; although, demand in U.S. DIYdo-it-yourself (DIY) paint market remained soft throughout the year.stores was stable after several years of weaker trends. PPG’s architectural coatings performancesales volumes in the U.S. followed market trends with solid improvement in company-owned same storeand Canada was impacted by DIY customer assortment changes that reduced net sales throughout the year.by more than $100 million. The aerospace coatings business had above-market sales volume growth of nearly a double-digit percentage year-over-year. The automotive refinish coatings business benefited fromwas impacted by lower collision rates, changes to inventory management by our customers and a continuing trend of a higher number of automobiles in accidents being scrapped rather than being repaired and repainted offsetting modest growth in miles driven and more congestion on the roads due to lower unemployment.driven. PPG’s packaging coatings business continued to expand well ahead ofwas impacted by lower packaged food demand which offset growth in the industry end-use market growth driven by continued strong sales growth momentum related to customer adoption of PPG’s new interior can coatings technologies. Similar to 2016,packaged beverage segment. PPG’s automotive OEM coatings business laggedperformance was slightly below industry demand levels due to a customer-driven market-share shift away from PPG that wascustomer mix. Higher selling prices and acquisition-related sales nearly offset lower sales volumes in other regions of the world.automotive OEM coatings business. For the industrial coatings business, acquisition-related sales and higher selling prices were partially offset by lower sales volumes. The U.S. and Canada region remained PPG’s largest region, representing approximately 43% of 2017 sales, although a smaller percentage of total sales than in the prior year.2019 net sales.
Europe, Middle East and Africa
European economic activity improvedwas weak in 2017 despite continued regional2019. Industrial production and manufacturing rates in the region were lower than 2018 and worsened as the year progressed. The region was impacted by continuing uncertainty over the United Kingdom’s exit from the European Union. Overall GDPUnion and industrial production improvedoverall contracting demand in most of the region.end-use markets that PPG supplies. Regional demand continued to be mixed by country and end-use market.end-uses. Demand for PPG’s products in several end-use markets drove the regional growth rate, including above market performancewas impacted by a decline in automotive OEMindustry builds and soft manufacturing activity in most of the general industrial coatings aerospace coatings and specialty coatings and materials.sub-segments. PPG’s architectural coatings - EMEA business organic sales volumes decreased year-over-year, drivenwere higher by soft market demand in France and more competitive pressures in Northern and Eastern Europe.a low-single-digit percentage as higher selling prices offset lower sales volumes.
EMEA represented approximately 30% of PPG’s 20172019 net sales, similar to prior year levels. Regional coatings volumes remain approximately 13%20% below their2008 pre-recession levelslevels. Net sales, excluding the impact of foreign translation, increased in 2008.2019 compared to 2018 as higher selling prices and acquisition-related sales more than offset lower sales volumes. The modest volume recovery reflects the slow pace of economic growth in the region. PPG expects continued volume growth over time at attractive incremental margins due to significant cost structure improvementseuro and available capacity to satisfy additional demand. In the second half of the year, the euro appreciated approximately 5%British pound both depreciated against the U.S. dollar. The British pound recovered some of its 2016 declines versus the U.S. dollar gaining about 10% from the start of 2017.during 2019.
Asia Pacific and Latin America
The emerging regional marketsregions of Asia Pacific and Latin America represented 27% of PPG’s 20172019 net sales in aggregate, 200 basis points higher thansimilar to the prior year.
Asia Pacific remained the largest emerging region, with net sales of approximately $2.5 billion, led by China, which continued asremained PPG’s second largest country by revenue. Sales volume growthThe Performance Coatings segment grew sales volumes in Asia wasPacific, led by the Industrial Coatings segment, in part due to strong sales volume growth in general industrialthe protective and automotive OEM. These increasesmarine coatings and aerospace coatings businesses. Sales volumes in the Industrial Coatings segment were partially offsetlower by the continued demanda high-single-digit percentage year-over-year, mostly due to a decline in the marine shipbuilding industry.automotive OEM coatings business, particularly in China and India where new automobile sales were lower, and a decline in the industrial coatings business driven by weakening global manufacturing demand.
Overall, demand in Latin America improveddeclined year-over-year with continued above market growthdriven by lower automotive industry builds and overall softer economic conditions in Mexico and Central America. Economic conditions modestly improvedmost countries, including a weak trading environment in South America, primarily led by Brazil.Mexico. In Mexico, the PPG-Comex business added over 200a net of approximately 160 new concessionaire locations, andlocations. The overall region’s performance was supported by strong growth continued in the automotive industry due to the opening of new automotive assembly plants within the country in the past 18 months.packaging coatings business. Weaker sales volumes were offset by higher selling prices. Foreign currency translation turned favorable in the second half of the year,was volatile and finished 2% unfavorable compared to 2018, principally driven by weaker currencies, including the Mexican peso and Chinese yuan. In Central America, the Company continued to grow organically following a 2015 acquisition to expand its presence in the architectural end-use market.Brazilian real.
Regional Outlook
Looking ahead to 2018,2020, we expect to continue to operate in a more balancedmodest global market growth environment. We anticipate the positive economic trends in 2017 to mostly continue.that will likely be uneven by region and end-use. We expect economicmost regional growth rates to remain consistentbe similar to 2019, with 2017 for the U.S. and Canada, Europe, and Asia Pacific regions, and we expectsoftest conditions expected in the Latin America region will increase its economic growth year-over-year, when compared to 2017.EMEA region.
We anticipate PPG’s U.S. and Canada regional growth will be led by general industrialaerospace coatings, and packaging coatings, withalbeit at lower levels than 2019 due to expected production curtailments at one customer, especially in the first half of the year. Automotive OEM builds are expected to be relatively flat automotive industry builds.compared to 2019. We expect modestly positive growth in the housing and commercial construction markets to be better than 2017.construction.
We expect growth ratessimilar industry demand trends in 2020 in Europe as those experienced in 2019 with continuing improvement in profitability due to stay at similar levels as 2017 but willmargin improvement. Regional growth is expected to remain mixed by sub-region and country. Favorable end-use market trends are expected to continue particularlyin aerospace coatings, with the potential for heightened volatility in automotive OEM builds due to new regional emission standards. Industrial coatings demand is expected to remain soft as industry build growth rates are anticipated to remain positive. Market demandbe flat to modestly lower. Demand is expected to improvecontract but be mixed by country in the architectural coatings business. There is greater riskWe continue to monitor the economic environment in the U.K., as theirits exit from the European Union progresses.progresses and impacts consumer sentiment and coatings demand.
2019 PPG ANNUAL REPORT AND FORM 10-K 25
In Asia Pacific, we expect continuedimproved industrial production growth in China, as well as gains in Southeast Asia and India.India as the year progresses. In China, we seeforesee continued above global average growth with heightened risk as the Chinese economy continues to shift and rely more on domestic consumption. The regional declinessharp decline in marine coatings sales volumes were less severeautomotive OEM activity realized in the past 18 months is expected to moderate and improve as 2020 progresses, with year-over-year demand patterns expected to become more favorable in the second half of 2017, and we expect a moderate2020. The recovery in sales volumes starting in the second half of 2018. Automotive build growthmarine coatings new-build demand is expected to remain modestly positive.subdued.
In Latin America, we anticipate economic expansion will be led by Brazil and that Mexico’sslightly better economic conditions will modestly improve.in Mexico, most of Central America and South America compared to 2019.
Significant other factors
During 2017, PPG finalized the divestiture of its North American fiber glass business. This is a transformational milestone for the Company as it completed the culmination of a multi-year strategic shift in the company’s business portfolio. The pre-tax cash proceeds from the sale were approximately $540 million.
In December 2016,June 2019, PPG initiated a $195$184 million global restructuring program. The program is the result of a comprehensive internal operational assessment to identify further opportunities to improve profitability of the overall business portfolio. PPG recognized approximately $15 million of savings from this program in 2019. The majority of restructuring actions are expected to be completed by the end of the fourth quarter 2020 with anticipated annual savingsthe remainder of approximately $125 million once fully implemented.the actions expected to be completed in 2022.
We made significant progress on the global restructuring programs that were announced in December 2016 and May 2018. The expected cost savings are broadly spread across all regions and all business units. The companyCompany achieved approximately $50$70 million of savings in 20172019 relating to these programs. These restructuring actions are expected to be completed by the end of the second quarter of 2020. Aggregate restructuring savings related to the 2019, 2018 and expects to achieve the full annualized target of $1252016 programs was approximately $85 million byin 2019. PPG
We will continue to aggressively manage the company’sCompany’s cost structure to ensure alignment with the overall demand environment and will make adjustments as required to remain cost competitive in the marketplace. Aggregate restructuring savings are expected to be at least $75 million in 2020.
Raw materials are a significant input cost to the process of manufacturing coatings. PPG experiences fluctuating energy and raw material costs driven by various factors, including changes in supplier feedstock costs and inventories, global industry activity levels, foreign currency exchange rates, and global supply and demand factors. In aggregate, average raw material costs were highermodestly lower in 20172019 versus 2016,2018 due to supplier force majeure, natural disastersvariety of reasons, including softer industry demand and environmental regulation enforcement.lower crude oil prices. PPG currently expects overall coatings raw material prices to increase a mid-single-digit percentagebe impacted by weak industrial supply and demand conditions in the first half of 2018, with impacts varied by region2020. Cost inflation is expected in several other areas including wage, benefit, and commodity.logistics costs in 2020.
In 2017, aggregate2019, we achieved broad selling prices were modestly higher year-over-year,price improvement, reflecting the company’sCompany’s efforts to offset higher raw material costs. We expect to see furtherinflationary pressures. Further benefits from selling price actions takenare necessary in 2017 and other actions planned in 20182020 to recover profit contribution margins.operating margins, reflecting the value of our products. The Company will carefully monitor raw materialall costs during 20182020 and assess the need for additional increases to selling prices to compensate for increases in raw material costs.
Pension and postretirement benefit costs, excluding settlements, curtailments and special termination benefits, totaled approximately $50 million in 2017, down approximately $70 million from 2016. In 2018, we expect pension and other postretirement benefit costs to decrease by approximately $15 million to $20 million due to strong 2017 asset performance improving the expected return on assets component of net periodic benefit cost as well as certain U.S. plan changes made in 2017.
PPG contributed $54 million to its U.S. defined benefit pension plans in 2017 and an additional $25 million in January 2018. In 2017, the Company made contributions aggregating $33 million to its non-U.S. defined benefit pension plans. In 2018, mandatory contributions to PPG’s non-U.S. defined benefit pension plans are expected to be between $20 million and $30 million.price increases.
In 2017,2019, we experienced unfavorable foreign currency translation experienced in the first half was completely offset by favorable foreign currency translation experienced in the second half ofthroughout the year. Based on mid-January 20182020 exchange rates, the Company expectsdoes not expect year-over-year favorable foreign currency translation to increase 2018significantly impact 2020 net sales by $250 million to $300 million and 2018or income before income taxes by $25 million to $30 million. We expect the foreign currency translation impact to be more prevalent during the first half of 2018, due to prior year foreign exchange rate trends.taxes. The foreign currency environment continues to be volatile, and the impact on 20182020 net sales and income before income taxes could differ from the guidance provided above.this expectation. The Company generally purchases raw materials, incurs manufacturing costs and sells finished goods in the same currency, so we typically incur only modest foreign currency transaction costs.related impacts.
WithWe are monitoring the enactmentpotential impact of the U.S. Tax Cutsrecent outbreak of the coronavirus in China, which could negatively impact our global business and Jobs Act, the Company’s 2018results of operations in 2020.
The 2020 effective tax rate from continuing operations is expected to be in the range of 23.0% and 24.0%22% to 24%. This range represents the Company’s best estimate, including recent updates to the new legislation, however, our estimate is subject to revision as2017 the Company completes its assessment of the new lawU.S. Tax Cuts and as additional regulations and interpretations are issued. Other factors may affect the expected 2018 effective tax rate positively or negatively throughout the year, including changes to various statutory tax rates and regulations around the world.Jobs Act.
Over the past fourfive years, the Company used $3.4over $4.5 billion of cash to repurchase about 33approximately 45 million shares of PPG stock, including over $800$325 million in 2017.2019. The Company ended the year with approximately $3.6$1.5 billion remaining under its current share repurchase authorizations.authorization. During 2017,2019, the Company deployed approximately $325nearly $700 million for acquisitions, including the purchase of a remaining minority interest, and $434approximately $470 million for dividends. PPG increased its per-share dividend in July 2017,September 2019, marking the 46th48th annual per share dividend increase and the 118th120th consecutive year of annual dividend payments. The Company is committed to deploying a minimum of $2.4 billion of cash during 2018 on acquisitions and share repurchases as part of our previously communicated commitment to deploy $3.5 billion in 2017 and 2018 combined. In 2017, PPG deployed $1.1 million for acquisitions and share repurchases.
PPG ended 20172019 with approximately $1.5$1.3 billion in cash and short-term investments. The Company expects continued strong cash generation in 2018.2020.
Accounting Standards Adopted in 20172019
Note 1 “Summary, “Summary of Significant Accounting Policies” under Item 8 of this Form 10-K/A10-K describes the Company’s recently adopted accounting pronouncements.
26 2019 PPG ANNUAL REPORT AND 10-K
Accounting Standards to be Adopted in Future Years
Note 1 “Summary, “Summary of Significant Accounting Policies” under Item 8 of this Form 10-K/A10-K describes accounting pronouncements that have been promulgated prior to December 31, 20172019 but are not effective until a future date.
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 Item 3. “Legal Proceedings” and Note 14 “Commitments, “Commitments and Contingent Liabilities” under Item 8 of this Form 10-K/A10-K for a description of certain of these lawsuits.
As discussed in Item 3 and Note 14, 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.
It is PPG’s policy to accrue expenses for 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.
The Company continuesAs also discussed in Note 14, PPG has significant reserves for environmental contingencies. Please refer to analyze, assess and remediate the Environmental Matters section of Note 14 for details of these reserves. A significant portion of our reserves for environmental issues associated with PPG’scontingencies relate to ongoing remediation at PPG's former chromium manufacturing plant in Jersey City, N.J. and associated sites (“("New Jersey Chrome”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 in 2021.
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. FinalFurther 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 continue to be adjusted.
Liquidity and Capital Resources (As Restated)
During the past threetwo years, PPG has had sufficient financial resources to meet its operating requirements, to fund our capital spending, including acquisitions, share repurchases and pension plans and to pay increasing dividends to shareholders.
Cash and cash equivalents and short-term investments
| | | ($ in millions) | 2017 |
| | 2016 |
| 2019 |
| | 2018 |
|
| Cash and cash equivalents |
| $1,436 |
| |
| $1,820 |
|
| $1,216 |
| |
| $902 |
|
| Short-term investments | 55 |
| | 43 |
| 57 |
| | 61 |
|
| Total |
| $1,491 |
| |
| $1,863 |
|
| $1,273 |
| |
| $963 |
|
Cash from operating activities - continuing operations
| | | ($ in millions, except percentages) | | % Change | | % Change |
| | 2017 | 2016 | 2015 | 2017 vs. 2016 | 2016 vs. 2015 | 2019 |
| 2018 |
| 2019 vs. 2018 |
| | As Restated | | |
| Cash from operating activities | $1,551 | $1,218 | $1,759 | 27.3% | (30.8)% |
| $2,084 |
|
| $1,487 |
| 40.1% |
20172019 vs. 20162018
The $333$597 million increase in cashCash from operating activities - continuing operations was primarily due to favorable changes in working capital, excluding the absenceimpact of the prior year funding of the Pittsburgh Corning asbestos trust (the “Trust”),business acquisitions, and lower cash contributions to its defined benefit pension contributions, lower restructuring payments and lower interest payments, partially offset by higher cash taxes paid in 2017 and higher working capital.
2016 vs. 2015
The $541 million decrease in cash from operating activities - continuing operations, was primarily due to the after-tax funding of the Trust, partially offset by lower working capital and lower defined benefit pension contributions.plans year-over-year.
Operating working capital
Operating Working Capitalworking capital is a subset of total working capital and represents (1) receivables from customers, net of allowance for doubtful accounts, (2) inventories, and (3) trade liabilities. See Note 4 “Working, “Working Capital Detail”Detail” under Item 8 of this Form 10-K/A10-K for further information related to the components of the Company’s Operating Working Capital.operating working capital. We believe Operating Working Capitaloperating working capital represents the key components of working capital under the operating control of our businesses.
2019 PPG ANNUAL REPORT AND FORM 10-K 27
A key metric we use to measure our working capital management is Operating Working Capitaloperating working capital as a percentage of sales (fourth quarter sales annualized).
| | | ($ in millions, except percentages) | 2017 |
| | 2016 |
| 2019 |
| | 2018 |
|
| Trade Receivables, net |
| $2,559 |
| |
| $2,288 |
| |
| Trade receivables, net | |
| $2,479 |
| |
| $2,505 |
|
| Inventories, FIFO | 1,833 |
| | 1,620 |
| 1,834 |
| | 1,896 |
|
| Trade Creditor’s Liabilities | 2,321 |
| | 1,907 |
| |
| Operating Working Capital |
| $2,071 |
| |
| $2,001 |
| |
| Operating Working Capital as a % of fourth quarter sales, annualized | 14.1 | % | | 14.6 | % | |
| Trade creditors’ liabilities | | 2,098 |
| | 2,177 |
|
| Operating working capital | |
| $2,215 |
| |
| $2,224 |
|
| Operating working capital as a % of fourth quarter sales, annualized | | 15.1 | % | | 15.3 | % |
| | | | | | | |
| Trade Receivables, net as a % of fourth quarter sales, annualized | 17.4 | % | | 16.7 | % | |
| Trade receivables, net as a % of fourth quarter sales, annualized | | 16.9 | % | | 17.2 | % |
| Days sales outstanding | 57 |
| | 54 |
| 56 |
| | 56 |
|
| Inventories, FIFO as a % of fourth quarter sales, annualized | 12.4 | % | | 11.9 | % | 12.5 | % | | 13.0 | % |
| Inventory turnover | 4.8 |
| | 4.6 |
| 4.6 |
| | 4.8 |
|
Environmental expenditures
| | | ($ in millions) | 2017 | 2016 | 2015 | 2019 |
| 2018 |
|
| Cash outlays related to environmental remediation activities | $44 | $47 | $109 |
| $77 |
|
| $64 |
|
We expect cash outlays for environmental remediation activities in 20182020 to be between $25$80 million and $75$100 million.
Defined benefit pension plan contributions | | | ($ in millions) | 2017 | 2016 | 2015 | 2019 |
| 2018 |
|
| U.S. defined benefit pension plans | $54 | $134 | $224 |
| $— |
|
| $75 |
|
| Non-U.S. defined benefit pension plans | $33 | $54 | $39 |
| $13 |
|
| $24 |
|
PPG contributed $54 million and $25 million to its U.S. defined benefit pension plans during 2017 and in January 2018, respectively. Some contributionsContributions to PPG’s non-U.S. defined benefit pension plans in 20172019 were required by local funding requirements. PPG expects to make mandatory contributions to its non-U.S. defined benefit pension plans in the range of $15 million to $20 million to $30 million in 2018.2020. PPG may make voluntary contributions to its defined benefit pension plans in 20182020 and beyond.
Asbestos settlement trust funding
In June 2016, PPG fully funded its portion of the trust that was established by the U.S. Bankruptcy Court for the Western District of Pennsylvania in May 2016. PPG’s total cash obligations to fund the Trust totaled $813 million (pre-tax). All payments were applied against a previously established PPG reserve for the total asbestos trust obligation. The company utilized cash on hand for the payments, and this funding had no impact on PPG’s previously stated cash-deployment targets. Refer to Note 14, “Commitments and Contingent Liabilities” under Item 8 of this Form 10-K/A for additional information.
Cash used for investing activities - continuing operations
| | | ($ in millions, except percentages) | | % Change | | % Change |
| | 2017 | 2016 | 2015 | 2017 vs. 2016 | 2016 vs. 2015 | 2019 |
| 2018 |
| 2019 vs. 2018 |
| Cash (used for)from investing activities | ($63) | $472 | ($349) | (113.3)% | 235.2% | |
| Cash used for investing activities | |
| ($1,009 | ) |
| ($764 | ) | 32.1% |
20172019 vs. 20162018
The $535$245 million decreaseincrease in cash used for investing activities - continuing operations, was primarily due to the absence of the prior year proceeds from the sale of the flat glasshigher spending on business European fiber glass business and two Asian joint ventures, as well as lower capital expenditures, including business acquisitions, partially offset by the current year proceeds from the sale of the North American fiber glass business.acquisitions.
2016 vs. 2015
The $821 million increase in cash from investing activities - continuing operations, was primarily due to the proceeds received from the divestiture of the flat glass business, European fiber glass business and two Asian joint ventures, partially offset by lower cash received from the maturity of short-term investments.
Capital expenditures, including business acquisitions
| | | ($ in millions, except percentages) | | % Change | | % Change |
| | 2017 |
| 2016 |
| 2015 |
| 2017 vs. 2016 | 2016 vs. 2015 | 2019 |
| 2018 |
| 2019 vs. 2018 |
Capital expenditures (1) |
| $360 |
|
| $380 |
|
| $430 |
| (5.3)% | (11.6)% |
| $413 |
|
| $411 |
| 0.5% |
Business acquisitions, net of cash acquired (2) |
| $325 |
|
| $349 |
|
| $320 |
| (6.9)% | 9.1% | |
| Business acquisitions, net of cash balances acquired | |
| $643 |
|
| $378 |
| 70.1% |
| Total capital expenditures, including acquisitions |
| $685 |
|
| $729 |
|
| $750 |
| (6.0)% | (2.8)% |
| $1,056 |
|
| $789 |
| 33.8% |
| Capital expenditures, excluding acquisitions as a % of sales | 2.4 | % | 2.7 | % | 3.0 | % | (11.1)% | (10.0)% | |
| Capital expenditures, excluding acquisitions, as a % of sales | | 2.7 | % | 2.7 | % | —% |
(1) Includes modernization and productivity improvements, expansion of existing businesses and environmental control projects.
(2) Excluding cash acquired, business acquisitions totaled $332 million, $362 million, and $440 million in 2017, 2016 and 2015, respectively.
Capital expenditures related to modernization and productivity improvements, expansion of existing businesses and environmental control projects is expected to be in the range of 2.5% to 3.0% of sales during 2018.2020.
A primary focus for the Company in 20182020 will continue to be cash deployment focused on profitable income growth, including pursuing opportunitiesshareholder value creation, with a preference for additional strategicbusiness acquisitions.
Cash proceeds from divestitures
In September 2017,28 2019 PPG completed the sale of its North American fiber glass business to Nippon Electric Glass Co. and received approximately $540 million in pre-tax cash proceeds.ANNUAL REPORT AND 10-K
During 2016, PPG finalized the sale of its flat glass business and several other businesses and business affiliates. The Company received total pre-tax cash proceeds of approximately $1.1 billion from these business divestitures. Refer to Note 3, “Acquisitions and Divestitures” under Item 8 of this Form 10-K/A for additional information.
Cash used for financing activities - continuing operations
| | | | | % Change | | % Change |
| ($ in millions, except percentages) | 2017 | 2016 | 2015 | 2017 vs. 2016 | 2016 vs. 2015 | 2019 |
| 2018 |
| 2019 vs. 2018 |
| Cash used for financing activities | ($1,954) | ($1,210) | ($812) | 61.5% | 49.0% |
| ($758 | ) |
| ($1,205 | ) | (37.1)% |
20172019 vs. 20162018
The $744$447 million increasedecrease in cash used for financing activities - continuing operations, was primarily due to repayment of long term debt and higher dividends in 2017, partially offset by issuance of long term debt in 2016 and lower net purchases of treasury stock year-over-year.
2016 vs. 2015
The $398 million increase in cash used for financing activities - continuing operations, was primarily due to higher dividends in 2016, higher net purchases of treasury stock year-over-year, lower net issuancepartially offset by the repayment of long term debt in 2016, partially offset by lower taxes withheld for share-based payments.debt.
Share repurchase activity | | | ($ in millions, except number of shares) | 2017 |
| 2016 |
| 2015 |
| 2019 |
| 2018 |
|
| Number of shares repurchased (millions) | 7.4 |
| 10.7 |
| 7.0 |
| 2.7 |
| 15.9 |
|
| Cost of shares repurchased |
| $813 |
|
| $1,050 |
|
| $751 |
|
| $325 |
|
| $1,721 |
|
We anticipate completing additional share repurchases during 2018. The Company has approximately $3.6$1.5 billion remaining under the current authorizationsauthorization from the Board of Directors, the latest of which was approved in December 2017. The current authorized repurchase programs haveprogram has no expiration date.
Dividends paid to shareholders | | | ($ in millions) | 2017 | 2016 | 2015 | 2019 |
| 2018 |
|
| Dividends paid to shareholders | $434 | $414 | $383 |
| $468 |
|
| $453 |
|
PPG has paid uninterrupted annual dividends since 1899, and 20172019 marked the 46th48th consecutive year of increased annual per-share dividend payments to shareholders. The Company raised its per-share quarterly dividend by 13%6% to $0.45$0.51 per share paid in July 2017.September 2019.
Debt issued and repaid
|
| | | | |
| Debt Issued | Year | $ in millions |
|
| €300 million 0.000% Notes due 2019 and €600 million 0.875% Notes due 2025 | 2016 |
| $987 |
|
| €600 million 0.875% Notes due 2022 and €600 million 1.400% Notes due 2027 | 2015 | 1,240 |
|
|
| | | | |
| Debt Issued (net of discount and issuance costs) | Year | $ in millions |
|
| $300 million 2.4% Note due 2024 and $300 million 2.8% Notes due 2029 | 2019 |
| $595 |
|
| $300 million 3.2% Note due 2023 and $700 million 3.75% Notes due 2028 | 2018 |
| $992 |
|
|
| | | | |
| Debt Repaid | Year | $ in millions |
|
| 3-year variable rate bank loan due 2017 | 2017 |
| $587 |
|
| $125 million 6.65% notes due 2018 | 2016 | 133 |
|
| Two $250 million Term Loan Credit Agreements | 2016 | 500 |
|
| $250 million 1.9% notes | 2016 | 250 |
|
| €300 million 3.875% notes | 2015 | 336 |
|
|
| | | | |
| Debt Repaid | Year | $ in millions |
|
| 0.00% Note (€300) | 2019 |
| $334 |
|
| 2.3% Notes | 2019 |
| $300 |
|
The ratio of total debt, including finance leases (previously referred to as capital leases,leases), to total debt and equity was 43%49% at December 31, 20172019, down from 47%52% in 2016.2018.
Credit agreements and lines of credit
In December 2015,August 2019, PPG entered into a five-year credit agreement (the “Credit Agreement”)amended and restated the Credit Agreement with several banks and financial institutions as further discussed in Note 9 “Borrowings, "Borrowings and Lines of Credit”Credit" under Item 8 of this Form 10-K/A.10-K. The Credit Agreement amends and restates the Company's existing five year credit agreement dated as of December 18, 2015. The Credit Agreement provides for a $1.8$2.2 billion unsecured revolving credit facility. The Credit Agreement will terminate on December 18, 2020.August 30, 2024. During the years ended December 31, 20172019 and 2016,2018, there were no borrowings outstanding under the existing or the prior credit agreement.
The Credit Agreement.Agreement also supports the Company’s commercial paper borrowings. As of December 31, 2019, there were $100 million of commercial paper borrowings outstanding. There were no commercial paper borrowings outstanding as of December 31, 2018 under the prior credit agreement.
In addition to the amounts available under the lines of credit, the Company has an automatic shelf registration statement on file withmaintains access to the SEC pursuant to which itcapital markets and may issue offer and selldebt or equity securities from time to time, on a continuous or delayed basis any combinationwhich may provide an additional source of securities in one or more offerings.liquidity.
See Note 9 “Borrowings, “Borrowings and Lines of Credit” under Item 8 of this Form 10-K/A10-K for information regarding notes entered into and repaid as well as details regarding the use and availability of committed and uncommitted lines of credit, letters of credit, guarantees and debt covenants.
2019 PPG ANNUAL REPORT AND FORM 10-K 29
Contractual obligations
We continue to believe that our cash on hand and short term investments, cash from operations and the Company’s access to capital markets will continue to be sufficient to fund our operating activities, capital spending, acquisitions, dividend payments, debt service, share repurchases, contributions to pension plans, and PPG’s significant contractual obligations. These significant contractual obligations are presented in the following table.
| | | | | | | | | | | | | | | Obligations Due In: |
| ($ in millions) | | | Obligations Due In: | Total |
| | 2020 |
| | 2021-2022 |
| | 2023-2024 |
| | Thereafter |
|
| | Total |
| | 2018 |
| | 2019-2020 |
| | 2021-2022 |
| | Thereafter |
| |
| Contractual Obligations | | | | | | | | | | | | | | | | | | |
| Long-term debt |
| $4,123 |
| |
| $— |
| |
| $1,151 |
| |
| $849 |
| |
| $2,123 |
|
| $4,931 |
| |
| $500 |
| |
| $832 |
| |
| $596 |
| |
| $3,003 |
|
| Short-term debt | 8 |
| | 8 |
| | — |
| | — |
| | — |
| 10 |
| | 10 |
| | — |
| | — |
| | — |
|
| Capital lease obligations | 15 |
| | 4 |
| | 5 |
| | 2 |
| | 4 |
| |
| Operating leases | 840 |
| | 212 |
| | 305 |
| | 149 |
| | 174 |
| |
| Commercial paper | | 100 |
| | — |
| | — |
| | 100 |
| | — |
|
| Finance lease obligations | | 11 |
| | 3 |
| | 3 |
| | 2 |
| | 3 |
|
Interest payments(1) | 1,004 |
| | 94 |
| | 179 |
| | 115 |
| | 616 |
| 1,184 |
| | 137 |
| | 215 |
| | 183 |
| | 649 |
|
Pension contributions(2) | 55 |
| | 55 |
| | — |
| | — |
| | — |
| |
Unconditional purchase commitments(3) | 124 |
| | 55 |
| | 39 |
| | 11 |
| | 19 |
| |
Operating leases(2) | | 889 |
| | 191 |
| | 268 |
| | 164 |
| | 266 |
|
Pension contributions(3) | | 20 |
| | 20 |
| | — |
| | — |
| | — |
|
Unconditional purchase commitments(4) | | 213 |
| | 86 |
| | 77 |
| | 32 |
| | 18 |
|
| Other commitments | 136 |
| | 6 |
| | 56 |
| | 13 |
| | 61 |
| 74 |
| | 6 |
| | 13 |
| | 13 |
| | 42 |
|
| Total |
| $6,305 |
| |
| $434 |
| |
| $1,735 |
| |
| $1,139 |
| |
| $2,997 |
|
| $7,432 |
| |
| $953 |
| |
| $1,408 |
| |
| $1,090 |
| |
| $3,981 |
|
| |
| (1) | Includes interestInterest on all outstanding debt.debt, including finance lease obligations. |
| |
| (2) | Includes interest payments. |
| |
| (3) | Includes the high end of the range of the expected non-US mandatory pension contributions for 20182020 only, and U.S. contributions made in January 2018, as PPG is unable to estimate the pension contributions beyond 2018.2020. |
| |
(3)(4) | The unconditional purchase commitments are principally take-or-pay obligations related to the purchase of certain materials, including industrial gases and electricity, consistent with customary industry practice. |
Other liquidity matters
On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (the “Act”) which, among other things lowered the U.S. corporate statutory income tax rate from 35% to 21%, eliminated certain deductible items and added other deductible items for corporations, imposed a tax on unrepatriated foreign earnings and eliminated U.S. taxes on most future foreign earnings. In December 2017, the Company recorded a net tax charge of $134 million related to the Act. The net charge consists of the tax on unrepatriated foreign earnings of approximately $250 million and a charge of approximately $125 million related to the remeasurement of PPG’s U.S. deferred tax assets and liabilities at the new enacted statutory rate. These charges were partially offset by a benefit from the reversal of an existing deferred tax liability on repatriated foreign earnings of approximately $150 million and a benefit resulting from PPG’s decision to accelerate recognition of certain U.S. tax attributes during the fourth quarter.
This net charge is $37 million higher than the net charge included in PPG’s fourth quarter earnings release and Form 8-K furnished on January 18, 2018, primarily due to new IRS regulations issued and refinements of management estimates. The net charge recorded as a provisional amount as of December 31, 2017 represents the Company’s best estimate using information available as of February 1, 2018. The Company anticipates U.S. regulatory agencies will issue further regulations during 2018, which may alter this estimate. The Company is still evaluating among other things, its position with respect to permanent reinvestment of foreign earnings overseas and other related outside basis difference considerations and the amount of tax owed on unrepatriated earnings by subsidiaries. The Company believes its remeasurement of the U.S deferred tax assets and liabilities is complete, except for changes in estimates that can result from finalizing the filing of our 2017 U.S. income tax return, which are not anticipated to be material, and changes that may be a direct impact of other provisional amounts recorded due to the enactment of the Act. The Company will refine its estimates to incorporate new or better information as it comes available through the filing date of its 2017 U.S. income tax returns in the fourth quarter of 2018.
The tax owed by PPG on its unrepatriated foreign earnings is payable over eight years and is subject to a prescriptive calculation to determine the portion payable in 2018 and beyond. PPG’s current estimate, using this prescriptive method, indicates its tax payable will be increased by approximately $1 million to $3 million per year through 2025. As such, the portion of the tax on unrepatriated foreign earnings not payable within the next 12 months is presented within “Other liabilities” on the consolidated balance sheet.
The Company currently expects its 2018 on-going effective tax rate from continuing operations to be in the range of 23% to 24%.
At December 31, 2017,2019, the total amount of unrecognized tax benefits for uncertain tax positions, including an accrual of related interest and penalties along with positions only impacting the timing of tax benefits, was $163$177 million. The timing of payments will depend on the progress of examinations with tax authorities. PPG does not expect a significant tax payment related to these obligations within the next year. The Company is unable to make a reasonably reliable estimate as to when any significant cash settlements with taxing authorities may occur.
Off-Balance Sheet Arrangements
The Company’s off-balance sheet arrangements include the operating leases and unconditional purchase commitments disclosed in the “Liquidity and Capital Resources” section in the contractual obligations table as well as letters of credit and guarantees as discussed in Note 9 “Borrowings, “Borrowings and Lines of Credit” under Item 8 of this Form 10-K/A.10-K.
Critical Accounting Estimates
Management has evaluated the accounting policies used in the preparation of the financial statements and related notes presented under Item 8 of this Form 10-K/A10-K and believes those policies to be reasonable and appropriate. We believe that the most critical accounting estimates made in the preparation of our financial statements are those related to accounting for contingencies, under which we accrue a loss when it is probable that a liability has been incurred and the amount can be reasonably estimated, and to accounting for pensions, other postretirement benefits, business combinations, goodwill and other identifiable intangible assets with indefinite lives because of the importance of management judgment in making the estimates necessary to apply these policies.
Contingencies
Contingencies, by their nature, relate to uncertainties that require management to exercise judgment both in assessing the likelihood that a liability has been incurred as well as in estimating the amount of potential loss. The most important contingencies impacting our financial statements are those related to the collectability of accounts receivable, to environmental remediation, to pending, impending or overtly threatened litigation against the Company and to the resolution of matters related to open tax years. For more information on these matters, see Note 4, “Working Capital Detail,14, “Commitments and Contingent Liabilities” Note 13, “Income Taxes” and Note 14, “Commitments and Contingent Liabilities”12, “Income Taxes” under Item 8 of this Form 10-K/A.10-K.
30 2019 PPG ANNUAL REPORT AND 10-K
Defined Benefit Pension and Other Postretirement Benefit Plans
Accounting for pensions and other postretirement benefits involves estimating the cost of benefits to be provided well into the future and attributing that cost over the time period each employee works. To accomplish this, we make extensive use of assumptions about inflation, investment returns, mortality, turnover, medical costs and discount rates. The Company has established a process by which management reviews and selects these assumptions annually. See Note 13 “Employee, “Employee Benefit Plans” under Item 8 of this Form 10-K/A10-K for information on these plans and the assumptions used.
Business Combinations
In accordance with the accounting guidance for business combinations, the Company uses the acquisition method of accounting to allocate costs of acquired businesses to the assets acquired and liabilities assumed based on their estimated fair values at the dates of acquisition. The excess costs of acquired businesses over the fair values of the assets acquired and liabilities assumed werewill be recognized as goodwill. The valuations of the acquired assets and liabilities will impact the determination of future operating results. In addition to using management estimates and negotiated amounts, the Company uses a variety of information sources to determine the estimated fair values of acquired assets and liabilities including: third-party appraisals for the estimated value and lives of identifiable intangible assets and property, plant and equipment; third-party actuaries for the estimated obligations of defined benefit pension plans and similar benefit obligations; and legal counsel or other experts to assess the obligations associated with legal, environmental and other contingent liabilities.
The business and technical judgment of management was used in determining which intangible assets have indefinite lives and in determining the useful lives of finite-lived intangible assets in accordance with the accounting guidance for goodwill and other intangible assets.
Goodwill and Intangible Assets
The Company tests indefinite-lived intangible assets and goodwill for impairment annually by either performing a qualitative evaluation or a quantitative test.test at least annually, or more frequently if an indication of impairment arises. The qualitative evaluation is an assessment of factors to determine whether it is more likely than not that the fair valuesvalue of a reporting unit or asset is less than its carrying amount. Fair values underIn the quantitative test, fair values are estimated using a discounted cash flow methodologies that are based on projections ofmodel. Key assumptions and estimates used in the amounts and timing ofdiscounted cash flow model include discount rates, tax rates, future revenues, operating cash flows and cash flows.capital expenditures. For more information on these matters, see Note 1 “Summary, “Summary of Significant Accounting Policies” under Item 8 of this Form 10-K/A.10-K.
We believe that the amounts recorded in the financial statements under Item 8 of this Form 10-K/A10-K related to these contingencies, pensions, other postretirement benefits, business combinations, goodwill and other identifiable intangible
assets with indefinite lives are based on the best estimates and judgments of the appropriate PPG management, although actual outcomes could differ from our estimates.
Currency
Comparing spot exchange rates fromat December 31, 2016 to2018 and at December 31, 2017,2019, the U.S. dollar weakened against thecertain currencies in mostthe countries in whichwhere PPG operates, most notably the Mexican peso, British pound, Chinese yuanCanadian dollar, and euro.the Mexican peso. As a result, consolidated net assets at December 31, 20172019 increased by approximately $231$106 million from December 31, 2016.
2018. Comparing spot exchange rates fromat December 31, 2015 to2017 and at December 31, 2016,2018, the U.S. dollar strengthened against thecertain other major currencies in mostassociated with countries in which PPG operates, most notably the Mexican peso,Australian dollar, British pound, Chinese yuan, euro and euro.South Korean won. As a result, consolidated net assets at December 31, 20162018 decreased by approximately $465$167 million from December 31, 2015.2017.
Comparing average exchange rates during 20172019 to those of 2016, in the countries in which PPG operates,2018, the U.S. dollar was stronger overall, whichstrengthened against currencies of the countries within the regions PPG operates, including EMEA, Asia Pacific, and Latin America. This had an unfavorable impact of approximately $7$50 million on full year 20172019 income before income taxes from the translation of this foreign income into U.S. dollars.
Comparing average exchange rates during 20162018 to those of 2015,2017, in the countries in which PPG operates, the U.S. dollarthere was stronger overall, which had an unfavorablea favorable impact of approximately $70$21 million on full year 20162018 income before income taxes from the translation of this foreign income into U.S. dollars.
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 Annual 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
2019 PPG ANNUAL REPORT AND FORM 10-K 31
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 the impacts of the natural disasters in Mexico, Puerto Rico and the U.S., and their length and severity, any currently unanticipated future impacts from the natural disasters, global economic conditions, increasing price and product competition by foreign and domestic competitors, fluctuations in cost and availability of raw materials, the ability to increaseachieve selling price increases, the ability to recover margins, customer inventory levels, our ability to maintain favorable supplier relationships and arrangements, the timing of and the realization of anticipated cost savings from restructuring initiatives, the ability to identify additional cost savings opportunities, difficulties in integrating acquired businesses and achieving expected synergies therefrom, economic and political conditions in the markets we serve, 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, our ability to successfully remediate the material weakness in our internal control over financial reporting disclosed in this report within the time periods and in the manner currently anticipated, the effectiveness of our internal control over financial reporting, including the identification of additional control deficiencies, further expenditures related to our restatement, the results of governmental actions relating to pending investigations the results of shareholder actions relating to the restatement of our financial statements and the unpredictability of existing and possible future litigation. However, it is not possible to predict or identify all such factors.
Consequently, while the list of factors presented here and under Item 1A is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements.
Consequences of material differences in the results compared with those anticipated in the forward-looking statements could include, among other things, lower sales or income, business disruption, operational problems, financial loss, legal liability to third parties, other factors set forth in Item 1A of this Form 10-K/A10-K 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 7A. Quantitative and Qualitative Disclosures About Market Risk
PPG is exposed to market risks related to changes in foreign currency exchange rates, interest rates, and was exposed to changes in PPG’s stock price. The Company may enter into derivative financial instrument transactions in order to manage or reduce these market risks. A detailed description of these exposures and the Company’s risk management policies are provided in Note 10 “Financial, “Financial Instruments, Hedging Activities and Fair Value Measurements” under Item 8 of this Form 10-K/A.10-K.
The following disclosures summarize PPG’s exposure to market risks and information regarding the use of and fair value of derivatives employed to manage its exposure to such risks. Quantitative sensitivity analyses have been provided to reflect how reasonably possible, unfavorable changes in market rates can impact PPG’s consolidated results of operations, cash flows and financial position.
Foreign Currency Risk
We conduct operations in many countries around the world. Our results of operations are subject to both currency transaction and currency translation risk. ForeignCertain foreign currency forward contracts outstanding during 20172019 and 20162018 were generally designated as a hedge of PPG’s exposure to foreign currency transaction risk. As of December 31, 20172019 and 2016,2018, the fair value of these contracts was a net liability of $19$7 million and a net asset of $16$36 million, respectively. The potential reduction in PPG’s Income before income from continuing operationstaxes 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 years ended December 31, 20172019 and 20162018 would have been $255$357 million and $105$291 million, respectively.
As of December 31, 2017In August 2019 and 2016,February 2018, PPG hadentered into U.S. dollar to Euroeuro cross currency swap contracts for $300 million and $575 million, respectively; with a totalcombined notional amount of $560$875 million outstanding. Asoutstanding, resulting in a net asset with a fair value of $48 million and $35 million as of December 31, 20172019 and 2016, the fair value of these contracts was a net asset of $2 million and $65 million,2018, respectively. A 10% increase in the value of the Euroeuro to the U.S. dollar would have had an unfavorable effect on the fair value of these swap contracts by reducing the value of these instruments by $58$87 million and by $54$57 million at December 31, 20172019 and 2016,2018, respectively.
As of December 31, 20172019 and 2016,2018, PPG had non-U.S. dollar denominated debt outstanding of $2.8$2.3 billion and $3.1$2.6 billion, respectively. A weakening of the U.S. dollar by 10% against European currencies and by 20% against Asian and South American currencies would have resulted in unrealized translation losses of $314$255 million and $344$299 million as of December 31, 20172019 and 2016,2018, respectively.
Interest Rate Risk
The Company manages its interest rate risk by balancing its exposure toof fixed and variable rates while attempting to minimize its interest costs. In the first quarter of 2018, PPG entered into interest rate swaps which converted $525 million of fixed rate debt to variable rate debt. The fair value of these contracts was an asset of $35 million and $8 million as of December 31, 2019 and 2018, respectively. An increase in variable interest rates of 10% would lower the fair value of these swaps and increase interest
32 2019 PPG ANNUAL REPORT AND 10-K
expense by $7 million and $10 million for the periods ended December 31, 2019 and 2018, respectively. A 10% increase in interest rates in the U.S., Canada, Mexico and Europe and a 20% increase in interest rates in Asia and South America would have an insignificant effect on PPG’s variable rate debt obligations and interest expense for the yearsperiods ended December 31, 20172019 and 2016,2018, respectively. Further, a 10% reduction in interest rates would have increased the presentfair value of the Company’s fixed rate debt by approximately $61$67 million and $65$84 million as of December 31, 20172019 and 2016,2018, respectively; however, such changes would not have had an effect on PPG’s annual Income before income from continuing operationstaxes or cash flows.
Equity Price Risk
In prior years,2019 PPG entered into equity forward arrangements to hedge the Company’s exposure to changes in the fair value of its future obligation to contribute PPG stock to the Trust (see Note 10, “Financial Instruments, Hedging Activities and Fair Value Measurements” and Note 14, “Commitments and Contingent Liabilities,” under Item 8 of this Form 10-K/A). In June 2016, PPG satisfied its funding obligation to the Trust and the equity forward arrangements were settled. At settlement, the aggregated fair value of the equity forward arrangements was an asset of $258 million.ANNUAL REPORT AND FORM 10-K 33
Item 8. Financial Statements and Supplementary Data
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of PPG Industries, Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheetssheet of PPG Industries, Inc. and its subsidiaries (the “Company”) as of December 31, 20172019 and 2016,2018, and the related consolidated statements of income, of comprehensive income, shareholders’of shareholders' equity and of cash flows for each of the three years in the period ended December 31, 2017,2019, including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, 20172019 appearing under itemItem 15(a)(2) (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2017,2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 20172019 and 2016,2018, and the results of theirits operations and theirits cash flows for each of the three years in the period ended December 31, 20172019 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company did not maintain,maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017,2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO because a material weaknessCOSO.
Change in internal control over financial reporting related to ineffective controls within the Company’s financial close process existed as of that date.Accounting Principle
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. The material weakness referred to above isAs described in the accompanying Management Report on Responsibility for Preparation of the Financial Statements and Establishing and Maintaining Adequate Internal Control Over Financial Reporting. We considered this material weakness in determining the nature, timing, and extent of audit tests applied in our audit of the December 31, 2017 consolidated financial statements, and our opinion regarding the effectiveness of the Company’s internal control over financial reporting does not affect our opinion on those consolidatedfinancial statements.
Restatement of Previously Issued Financial Statements and Management’s Conclusion Regarding Internal Control over Financial Reporting
As discussed in Note 21 to the consolidated financial statements, the Company has restated its 2017 and 2016 financial statements to correct misstatements.
Management and we previously concluded thatchanged the Company maintained effective internal control over financial reporting as of December 31, 2017. However, management has subsequently determined that a material weaknessmanner in internal control over financial reporting related to ineffective controls within the Company’s financial close process existed as of that date. Accordingly, management’s report has been restated and our present opinion on internal control over financial reporting, as presented herein, is different from that expressedwhich it accounts for leases in our previous report.2019.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in management's report referred to above.the accompanying Management Report on Establishing and Maintaining Adequate Internal Control Over Financial Reporting. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")(PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial
reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
34 2019 PPG ANNUAL REPORT AND 10-K
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Quantitative Goodwill Impairment Test
As described in Notes 1 and 7 to the consolidated financial statements, the Company’s consolidated goodwill balance was $4,470 million as of December 31, 2019. Management tests goodwill for impairment by either performing a qualitative evaluation or a quantitative test, at least annually, or more frequently if an indication of impairment exists. Management’s quantitative goodwill impairment testing is performed during the fourth quarter of each year by comparing the estimated fair value of an associated reporting unit as of September 30 to its carrying value. Fair value is estimated using a discounted cash flow model. Key assumptions and estimates used in the discounted cash flow model include projected future revenues, discount rates, operating cash flows, capital expenditures and tax rates.
The principal considerations for our determination that performing procedures relating to quantitative goodwill impairment testing is a critical audit matter are there was significant judgment by management when developing the fair value measurement of any reporting units where a quantitative test was performed and there was a high degree of auditor judgment, subjectivity, and effort in performing procedures and in evaluating audit evidence relating to management’s cash flow projections, including the significant assumption related to projected future revenues.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s quantitative goodwill impairment test, including controls over the valuation of any reporting units for which a quantitative test was performed. These procedures also included, among others, testing management’s process for developing the fair value estimate. This included evaluating the appropriateness of the discounted cash flow model, testing the completeness, accuracy, and relevance of underlying data used, and evaluating management’s assumption related to projected future revenues. Evaluating management’s assumption related to projected future revenues involved evaluating whether the assumption used by management was reasonable considering (i) the current and past performance of the reporting unit, (ii) the consistency with external market and industry data, and (iii) whether the assumption was consistent with evidence obtained in other areas of the audit.
/s/ PricewaterhouseCoopers LLP
Pittsburgh, Pennsylvania
February 15, 2018, except for the effects of the restatement discussed in Note 2 to the consolidated financial statements and the matter described in the fourth paragraph of Management Report on Responsibility for Preparation of the Financial Statements and Establishing and Maintaining Adequate Internal Control Over Financial Reporting, as to which the date is June 28, 2018.20, 2020
We have served as the Company’s auditor since 2013.
2019 PPG ANNUAL REPORT AND FORM 10-K 35
Management Report
Responsibility for Preparation of the Financial Statements and Establishing and Maintaining Adequate Internal Control Over Financial Reporting (As Restated)
We are responsible for the preparation of the consolidated financial statements included in this Annual Report. The consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America and include amounts that are based on the best estimates and judgments of management.
We are also responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Internal control over financial reporting, no matter how well designed, hasamended. Because of its inherent limitations. Therefore,limitations, internal control over financial reporting can provide only reasonable assurance and may not prevent or detect misstatements on a timely basis. In addition, becausemisstatements. Also, projections of changing conditions, there is risk in projecting any evaluation of internal controlseffectiveness to future periods.periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
We conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2017.2019. In making this evaluation, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework (2013).
At the time that the Original Filing was made, we concluded that the Company’s internal control over financial reporting was effective as of December 31, 2017. As a result of the investigation described in the Explanatory Note immediately preceding the Table of Contents, we have subsequently concluded that the material weakness described below existed as of December 31, 2017. Therefore, Based on this evaluation we have concluded that, as of December 31, 2017,2019, the Company’s internal control over financial reporting was ineffective. Accordingly, we have restated our report on internal control over financial reporting.
Material Weakness
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.
We did not maintain effective controls within our financial close process. Specifically, the Company’s former Vice President and Controller directed his subordinates to improperly override the Company’s internal controls during the Company’s financial close process, which directions were followed and not disclosed to others in senior management, the Audit Committee or the Company’s independent registered public accounting firm and not otherwise detected by the Company’s internal controls. These actions often occurred after the end of a quarter and close to the end of the financial close process for the quarter and had the effect of positively impacting income from continuing operations reported for such quarter. This material weakness resulted in misstatements in the Company’s interim and annual financial statements that were not prevented or detected on a timely basis and led to the restatement of the Company’s financial statements for the years ended 2016 and 2017 and each of the quarters in the periods ended December 31, 2016, March 31, 2017, June 30, 2017, September 30, 2017, and December 31, 2017.
Until such time as it is remediated, this material weakness could result in material misstatements of the Company’s financial statements that would not be prevented or detected.effective.
PricewaterhouseCoopers LLP, an independent registered public accounting firm, has issued their report, included on page 42-43pages 34-35 of this Form 10-K/A,10-K, regarding the Company’s internal control over financial reporting.
|
| | |
| /s/ Michael H. McGarry | | /s/ Vincent J. Morales |
Michael H. McGarry Chairman and Chief Executive Officer June 28, 2018February 20, 2020
| | Vincent J. Morales Senior Vice President and Chief Financial Officer June 28, 2018February 20, 2020
|
36 2019 PPG ANNUAL REPORT AND 10-K
Consolidated Statement of Income
| | | | For the Year | For the Year |
| ($ in millions, except per share amounts) | 2017 |
| | 2016 |
| | 2015 |
| 2019 |
| | 2018 |
| | 2017 |
|
| | As Restated |
| | As Restated |
| | | |
| Net sales |
| $14,748 |
| |
| $14,270 |
| |
| $14,241 |
|
| $15,146 |
| |
| $15,374 |
| |
| $14,748 |
|
| Cost of sales, exclusive of depreciation and amortization | 8,207 |
| | 7,693 |
| | 7,786 |
| 8,653 |
| | 9,001 |
| | 8,209 |
|
| Selling, general and administrative | 3,564 |
| | 3,588 |
| | 3,584 |
| 3,604 |
| | 3,573 |
| | 3,554 |
|
| Depreciation | 331 |
| | 319 |
| | 314 |
| 375 |
| | 354 |
| | 331 |
|
| Amortization | 129 |
| | 121 |
| | 132 |
| 136 |
| | 143 |
| | 129 |
|
| Research and development, net | 453 |
| | 459 |
| | 466 |
| 432 |
| | 441 |
| | 451 |
|
| Interest expense | 105 |
| | 125 |
| | 125 |
| 132 |
| | 118 |
| | 105 |
|
| Interest income | (20 | ) | | (26 | ) | | (39 | ) | (32 | ) | | (23 | ) | | (20 | ) |
| Asbestos settlement, net | — |
| | 5 |
| | 12 |
| |
| Business restructuring | — |
| | 191 |
| | 136 |
| |
| Business restructuring, net | | 176 |
| | 66 |
| | — |
|
| Pension settlement charges | 60 |
| | 968 |
| | — |
| — |
| | — |
| | 60 |
|
| Other charges | 64 |
| | 175 |
| | 90 |
| 98 |
| | 122 |
| | 74 |
|
| Other income | (150 | ) | | (127 | ) | | (110 | ) | (89 | ) | | (114 | ) | | (150 | ) |
| Income before income taxes |
| $2,005 |
| |
| $779 |
| |
| $1,745 |
|
| $1,661 |
| |
| $1,693 |
| |
| $2,005 |
|
| Income tax expense | 615 |
| | 214 |
| | 413 |
| 392 |
| | 353 |
| | 615 |
|
| Income from continuing operations |
| $1,390 |
| |
| $565 |
| |
| $1,332 |
|
| $1,269 |
| |
| $1,340 |
| |
| $1,390 |
|
| Income from discontinued operations, net of tax | 225 |
| | 330 |
| | 95 |
| — |
| | 18 |
| | 225 |
|
| Net income attributable to the controlling and noncontrolling interests |
| $1,615 |
| |
| $895 |
| |
| $1,427 |
|
| $1,269 |
| |
| $1,358 |
| |
| $1,615 |
|
| Less: net income attributable to noncontrolling interests | 21 |
| | 22 |
| | 21 |
| |
| Less: Net income attributable to noncontrolling interests | | 26 |
| | 17 |
| | 21 |
|
| Net income (attributable to PPG) |
| $1,594 |
| |
| $873 |
| |
| $1,406 |
|
| $1,243 |
| |
| $1,341 |
| |
| $1,594 |
|
| Amounts Attributable to PPG | | | | | | |
| Continuing operations |
| $1,369 |
| |
| $543 |
| |
| $1,311 |
| |
| Discontinued operations | 225 |
| | 330 |
| | 95 |
| |
| Net income |
| $1,594 |
| |
| $873 |
| |
| $1,406 |
| |
| Amounts attributable to PPG | | | | | | |
| Income from continuing operations, net of tax | |
| $1,243 |
| |
| $1,323 |
| |
| $1,369 |
|
| Income from discontinued operations, net of tax | | — |
| | 18 |
| | 225 |
|
| Net income (attributable to PPG) | |
| $1,243 |
| |
| $1,341 |
| |
| $1,594 |
|
| Earnings per common share | | | | | | | | | | |
| Continuing operations |
| $5.34 |
| |
| $2.05 |
| |
| $4.83 |
| |
| Discontinued operations | 0.88 |
| | 1.24 |
| | 0.35 |
| |
| Income from continuing operations, net of tax | |
| $5.25 |
| |
| $5.43 |
| |
| $5.34 |
|
| Income from discontinued operations, net of tax | | — |
| | 0.07 |
| | 0.88 |
|
| Net income (attributable to PPG) |
| $6.22 |
| |
| $3.29 |
| |
| $5.18 |
|
| $5.25 |
| |
| $5.50 |
| |
| $6.22 |
|
| Earnings per common share - assuming dilution | | | | | | | | | | |
| Continuing operations |
| $5.31 |
| |
| $2.04 |
| |
| $4.79 |
| |
| Discontinued operations | 0.87 |
| | 1.23 |
| | 0.35 |
| |
| Income from continuing operations, net of tax | |
| $5.22 |
| |
| $5.40 |
| |
| $5.31 |
|
| Income from discontinued operations, net of tax | | — |
| | 0.07 |
| | 0.87 |
|
| Net income (attributable to PPG) |
| $6.18 |
| |
| $3.27 |
| |
| $5.14 |
|
| $5.22 |
| |
| $5.47 |
| |
| $6.18 |
|
Consolidated Statement of Comprehensive Income
| | | | | For the Year | | For the Year |
| ($ in millions) | ($ in millions) | 2017 |
| | 2016 |
| | 2015 |
| ($ in millions) | 2019 |
| | 2018 |
| | 2017 |
|
| | As Restated |
| | As Restated |
| | | |
| Net income attributable to the controlling and noncontrolling interests | Net income attributable to the controlling and noncontrolling interests |
| $1,615 |
| |
| $895 |
| |
| $1,427 |
| Net income attributable to the controlling and noncontrolling interests |
| $1,269 |
| |
| $1,358 |
| |
| $1,615 |
|
| Other comprehensive (loss)/income, net of tax | | Other comprehensive (loss)/income, net of tax | | | | | |
| | Unrealized foreign currency translation gains/(losses) | 248 |
| | (476 | ) | | (717 | ) | Defined benefit pension and other postretirement benefits | (156 | ) | | 9 |
| | 78 |
|
| | Defined benefit pension and other postretirement benefit adjustments | 78 |
| | 808 |
| | 113 |
| Unrealized foreign currency translation adjustments | 106 |
| | (155 | ) | | 248 |
|
| | Unrealized (losses)/gains – derivative financial instruments | (10 | ) | | 4 |
| | 5 |
| Derivative financial instruments | (1 | ) | | (1 | ) | | (10 | ) |
| Other comprehensive income/(loss), net of tax | 316 |
| | 336 |
| | (599 | ) | |
| Other comprehensive (loss)/income, net of tax | | Other comprehensive (loss)/income, net of tax | (51 | ) | | (147 | ) | | 316 |
|
| Total comprehensive income | Total comprehensive income |
| $1,931 |
| |
| $1,231 |
| |
| $828 |
| Total comprehensive income |
| $1,218 |
| |
| $1,211 |
| |
| $1,931 |
|
| Less: amounts attributable to noncontrolling interests: | Less: amounts attributable to noncontrolling interests: | | | | | | Less: amounts attributable to noncontrolling interests: | | | | | |
| | Net income | (21 | ) | | (22 | ) | | (21 | ) | Net income | (26 | ) | | (17 | ) | | (21 | ) |
| | Unrealized foreign currency translation (losses)/gains | (17 | ) | | 10 |
| | 13 |
| Unrealized foreign currency translation adjustments | 1 |
| | 11 |
| | (17 | ) |
| Comprehensive income attributable to PPG | Comprehensive income attributable to PPG |
| $1,893 |
| |
| $1,219 |
| |
| $820 |
| Comprehensive income attributable to PPG |
| $1,193 |
| |
| $1,205 |
| |
| $1,893 |
|
The accompanying notes to the consolidated financial statements are an integral part of these consolidated statements.
2019 PPG ANNUAL REPORT AND FORM 10-K 37
Consolidated Balance Sheet
| | | | December 31 | | | | | |
| | 2017 |
| | 2016 |
| December 31 |
| ($ in millions) | As Restated | | As Restated |
| 2019 |
| | 2018 |
|
| Assets | | | | | | |
| Current assets | | | | | | |
| Cash and cash equivalents |
| $1,436 |
| |
| $1,820 |
|
| $1,216 |
| |
| $902 |
|
| Short-term investments | 55 |
| | 43 |
| 57 |
| | 61 |
|
| Receivables | 2,903 |
| | 2,654 |
| 2,756 |
| | 2,845 |
|
| Inventories | 1,730 |
| | 1,514 |
| 1,710 |
| | 1,783 |
|
| Assets held for sale | — |
| | 223 |
| |
| Other | 353 |
| | 320 |
| |
| Other current assets | | 431 |
| | 370 |
|
| Total current assets |
| $6,477 |
| |
| $6,574 |
|
| $6,170 |
| |
| $5,961 |
|
| Property, plant and equipment, net | 2,824 |
| | 2,608 |
| 2,983 |
| | 2,805 |
|
| Goodwill | 3,942 |
| | 3,572 |
| 4,470 |
| | 4,070 |
|
| Identifiable intangible assets, net | 2,045 |
| | 1,983 |
| 2,131 |
| | 1,972 |
|
| Deferred income taxes | 305 |
| | 186 |
| 220 |
| | 229 |
|
| Investments | 268 |
| | 179 |
| 258 |
| | 251 |
|
| Operating lease right-of-use assets | | 782 |
| | — |
|
| Other assets | 677 |
| | 669 |
| 694 |
| | 727 |
|
| Total |
| $16,538 |
| |
| $15,771 |
|
| $17,708 |
| |
| $16,015 |
|
| | | | | | | |
| Liabilities and Shareholders’ Equity | | | | | | |
| Current liabilities | | | | | | |
| Accounts payable and accrued liabilities |
| $3,781 |
| |
| $3,460 |
|
| $3,496 |
| |
| $3,623 |
|
| Restructuring reserves | 102 |
| | 100 |
| 196 |
| | 99 |
|
| Short-term debt and current portion of long-term debt | 12 |
| | 629 |
| 513 |
| | 651 |
|
| Liabilities held for sale | — |
| | 64 |
| |
| Current portion of operating lease liabilities | | 170 |
| | — |
|
| Total current liabilities |
| $3,895 |
| |
| $4,253 |
|
| $4,375 |
| |
| $4,373 |
|
| Long-term debt | 4,134 |
| | 3,787 |
| 4,539 |
| | 4,365 |
|
| Operating lease liabilities | | 622 |
| | — |
|
| Accrued pensions | 729 |
| | 740 |
| 745 |
| | 645 |
|
| Other postretirement benefits | 699 |
| | 724 |
| 661 |
| | 629 |
|
| Deferred income taxes | 442 |
| | 417 |
| 452 |
| | 429 |
|
| Other liabilities | 967 |
| | 935 |
| 911 |
| | 842 |
|
| Total liabilities |
| $10,866 |
| |
| $10,856 |
|
| $12,305 |
| |
| $11,283 |
|
| Commitments and contingent liabilities (See Note 14) |
| |
|
| |
|
| Shareholders’ equity | | | | | | |
| Common stock |
| $969 |
| |
| $969 |
|
| $969 |
| |
| $969 |
|
| Additional paid-in capital | 756 |
| | 707 |
| 950 |
| | 788 |
|
| Retained earnings | 17,140 |
| | 15,980 |
| 18,906 |
| | 18,131 |
|
| Treasury stock, at cost | (11,251 | ) | | (10,472 | ) | (13,191 | ) | | (12,958 | ) |
| Accumulated other comprehensive loss | (2,057 | ) | | (2,356 | ) | (2,350 | ) | | (2,300 | ) |
| Total PPG shareholders’ equity |
| $5,557 |
| |
| $4,828 |
|
| $5,284 |
| |
| $4,630 |
|
| Noncontrolling interests | 115 |
| | 87 |
| 119 |
| | 102 |
|
| Total shareholders’ equity |
| $5,672 |
| |
| $4,915 |
|
| $5,403 |
| |
| $4,732 |
|
| Total |
| $16,538 |
| |
| $15,771 |
|
| $17,708 |
| |
| $16,015 |
|
The accompanying notes to the consolidated financial statements are an integral part of this consolidated statement.
38 2019 PPG ANNUAL REPORT AND 10-K
Consolidated Statement of Shareholders’ Equity
| | | ($ in millions) | Common Stock | Additional Paid-In Capital | Retained Earnings | Treasury Stock | Accumulated Other Comprehensive Income/(Loss) | Total PPG | Non-controlling Interests | Total | Common Stock | Additional Paid-In Capital | Retained Earnings | Treasury Stock | Accumulated Other Comprehensive (Loss)/Income | Total PPG | Non-controlling Interests | Total |
| | | As Restated | As Restated | | As Restated | | As Restated | |
| January 1, 2015 |
| $484 |
|
| $1,028 |
|
| $14,498 |
|
| ($8,714 | ) |
| ($2,116 | ) |
| $5,180 |
|
| $85 |
|
| $5,265 |
| |
| January 1, 2017 | |
| $969 |
|
| $707 |
|
| $15,980 |
|
| ($10,472 | ) |
| ($2,356 | ) |
| $4,828 |
|
| $87 |
|
| $4,915 |
|
| Net income attributable to the controlling and noncontrolling interests | | — |
| — |
| 1,594 |
| — |
| — |
| 1,594 |
| 21 |
| 1,615 |
|
| Other comprehensive income, net of tax | | — |
| — |
| — |
| — |
| 299 |
| 299 |
| 17 |
| 316 |
|
| Cash dividends | | — |
| — |
| (434 | ) | — |
| — |
| (434 | ) | — |
| (434 | ) |
| Purchase of treasury stock | | — |
| — |
| — |
| (813 | ) | — |
| (813 | ) | — |
| (813 | ) |
| Issuance of treasury stock | | — |
| 49 |
| — |
| 34 |
| — |
| 83 |
| — |
| 83 |
|
| Dividends paid on subsidiary common stock to noncontrolling interests | | — |
| — |
| — |
| — |
| — |
| — |
| (5 | ) | (5 | ) |
| Reductions in noncontrolling interests | | — |
| — |
| — |
| — |
| — |
| — |
| (5 | ) | (5 | ) |
| December 31, 2017 | |
| $969 |
|
| $756 |
|
| $17,140 |
|
| ($11,251 | ) |
| ($2,057 | ) |
| $5,557 |
|
| $115 |
|
| $5,672 |
|
| Net income attributable to the controlling and noncontrolling interests | — |
| — |
| 1,406 |
| — |
| — |
| 1,406 |
| 21 |
| 1,427 |
| — |
| — |
| 1,341 |
| — |
| — |
| 1,341 |
| 17 |
| 1,358 |
|
| Other comprehensive loss, net of tax | — |
| — |
| — |
| — |
| (586 | ) | (586 | ) | (13 | ) | (599 | ) | — |
| — |
| — |
| — |
| (136 | ) | (136 | ) | (11 | ) | (147 | ) |
| Cash dividends | — |
| — |
| (383 | ) | — |
| — |
| (383 | ) | — |
| (383 | ) | — |
| — |
| (453 | ) | — |
| — |
| (453 | ) | — |
| (453 | ) |
| 2:1 Stock split | 485 |
| (485 | ) | — |
| — |
| — |
| — |
| — |
| — |
| |
| Purchase of treasury stock | — |
| — |
| — |
| (751 | ) | — |
| (751 | ) | — |
| (751 | ) | — |
| — |
| — |
| (1,721 | ) | — |
| (1,721 | ) | — |
| (1,721 | ) |
| Issuance of treasury stock | — |
| 46 |
| — |
| 25 |
| — |
| 71 |
| — |
| 71 |
| — |
| 28 |
| — |
| 14 |
| — |
| 42 |
| — |
| 42 |
|
| Stock-based compensation activity | — |
| 46 |
| — |
| — |
| — |
| 46 |
| — |
| 46 |
| — |
| 4 |
| — |
| — |
| — |
| 4 |
| — |
| 4 |
|
| Dividends paid on subsidiary common stock to noncontrolling interests | — |
| — |
| — |
| — |
| — |
| — |
| (4 | ) | (4 | ) | — |
| — |
| — |
| — |
| — |
| — |
| (7 | ) | (7 | ) |
| Reductions in noncontrolling interests | — |
| — |
| — |
| — |
| — |
| — |
| (3 | ) | (3 | ) | — |
| — |
| — |
| — |
| — |
| — |
| (12 | ) | (12 | ) |
| December 31, 2015 |
| $969 |
|
| $635 |
|
| $15,521 |
|
| ($9,440 | ) |
| ($2,702 | ) |
| $4,983 |
|
| $86 |
|
| $5,069 |
| |
| | | |
| Net income attributable to the controlling and noncontrolling interests (As Restated) | — |
| — |
| 873 |
| — |
| — |
| 873 |
| 22 |
| 895 |
| |
| Reclassification from other comprehensive income to retained earnings - Adoption of ASU 2018-02 | | — |
| — |
| 107 |
| — |
| (107 | ) | — |
| — |
| — |
|
| Adjustment to retained earnings - Adoption of ASU 2016-16 | | — |
| — |
| (4 | ) | — |
| — |
| (4 | ) | — |
| (4 | ) |
| December 31, 2018 | |
| $969 |
|
| $788 |
|
| $18,131 |
|
| ($12,958 | ) |
| ($2,300 | ) |
| $4,630 |
|
| $102 |
|
| $4,732 |
|
| Net income attributable to the controlling and noncontrolling interests | | — |
| — |
| 1,243 |
| — |
| — |
| 1,243 |
| 26 |
| 1,269 |
|
| Other comprehensive loss, net of tax | — |
| — |
| — |
| — |
| 346 |
| 346 |
| (10 | ) | 336 |
| — |
| — |
| — |
| — |
| (50 | ) | (50 | ) | (1 | ) | (51 | ) |
| Cash dividends | — |
| — |
| (414 | ) | — |
| — |
| (414 | ) | — |
| (414 | ) | — |
| — |
| (468 | ) | — |
| — |
| (468 | ) | — |
| (468 | ) |
| Purchase of treasury stock | — |
| — |
| — |
| (1,050 | ) | — |
| (1,050 | ) | — |
| (1,050 | ) | — |
| — |
| — |
| (325 | ) | — |
| (325 | ) | — |
| (325 | ) |
| Issuance of treasury stock | — |
| 37 |
| — |
| 18 |
| — |
| 55 |
| — |
| 55 |
| — |
| 151 |
| — |
| 92 |
| — |
| 243 |
| — |
| 243 |
|
| Stock-based compensation activity (As Restated) | — |
| 35 |
| — |
| — |
| — |
| 35 |
| — |
| 35 |
| |
| Stock-based compensation activity | | — |
| 10 |
| — |
| — |
| — |
| 10 |
| — |
| 10 |
|
| Dividends paid on subsidiary common stock to noncontrolling interests | — |
| — |
| — |
| — |
| — |
| — |
| (4 | ) | (4 | ) | — |
| — |
| — |
| — |
| — |
| — |
| (8 | ) | (8 | ) |
| Reductions in noncontrolling interests | — |
| — |
| — |
| — |
| — |
| — |
| (7 | ) | (7 | ) | |
| December 31, 2016 (As Restated) |
| $969 |
|
| $707 |
|
| $15,980 |
|
| ($10,472 | ) |
| ($2,356 | ) |
| $4,828 |
|
| $87 |
|
| $4,915 |
| |
| | | |
| Net income attributable to the controlling and noncontrolling interests (As Restated) | — |
| — |
| 1,594 |
| — |
| — |
| 1,594 |
| 21 |
| 1,615 |
| |
| Other comprehensive income, net of tax | — |
| — |
| — |
| — |
| 299 |
| 299 |
| 17 |
| 316 |
| |
| Cash dividends | — |
| — |
| (434 | ) | — |
| — |
| (434 | ) | — |
| (434 | ) | |
| Purchase of treasury stock | — |
| — |
| — |
| (813 | ) | — |
| (813 | ) | — |
| (813 | ) | |
| Issuance of treasury stock | — |
| 49 |
| — |
| 34 |
| — |
| 83 |
| — |
| 83 |
| |
| Stock-based compensation activity (As Restated) | — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| |
| Dividends paid on subsidiary common stock to noncontrolling interests | — |
| — |
| — |
| — |
| — |
| — |
| (5 | ) | (5 | ) | |
| Reductions in noncontrolling interests | — |
| — |
| — |
| — |
| — |
| — |
| (5 | ) | (5 | ) | |
| December 31, 2017 (As Restated) |
| $969 |
|
| $756 |
|
| $17,140 |
|
| ($11,251 | ) |
| ($2,057 | ) |
| $5,557 |
|
| $115 |
|
| $5,672 |
| |
| Other | | — |
| 1 |
| — |
| — |
| — |
| 1 |
| — |
| 1 |
|
| December 31, 2019 | |
| $969 |
|
| $950 |
|
| $18,906 |
|
| ($13,191 | ) |
| ($2,350 | ) |
| $5,284 |
|
| $119 |
|
| $5,403 |
|
The accompanying notes to the consolidated financial statements are an integral part of this consolidated statement.
2019 PPG ANNUAL REPORT AND FORM 10-K 39
| Consolidated Statement of Cash Flows | | | | | For the Year | | For the Year |
| ($ in millions) | ($ in millions) | 2017 |
| | 2016 |
| | 2015 |
| ($ in millions) | 2019 |
| | 2018 |
| | 2017 |
|
| Operating activities | Operating activities | As Restated |
| | As Restated |
| | | Operating activities | | | | | |
| Net income attributable to the controlling and noncontrolling interests |
| $1,615 |
| |
| $895 |
| |
| $1,427 |
| |
| Net income attributable to controlling and noncontrolling interests | | Net income attributable to controlling and noncontrolling interests |
| $1,269 |
| |
| $1,358 |
| |
| $1,615 |
|
| | Less: Income from discontinued operations | 225 |
| | 330 |
| | 95 |
| Less: Income from discontinued operations | — |
| | 18 |
| | 225 |
|
| Income from continuing operations | Income from continuing operations |
| $1,390 |
| |
| $565 |
| |
| $1,332 |
| Income from continuing operations |
| $1,269 |
| |
| $1,340 |
| |
| $1,390 |
|
| Adjustments to reconcile to cash from operations: | | | | | | |
| Adjustments to reconcile net income to cash from operations: | | Adjustments to reconcile net income to cash from operations: | | | | | |
| | Depreciation and amortization | 460 |
| | 440 |
| | 446 |
| Depreciation and amortization | 511 |
| | 497 |
| | 460 |
|
| | Defined benefit pension expense | 65 |
| | 85 |
| | 88 |
| Pension expense | 54 |
| | 43 |
| | 65 |
|
| | Pension settlement charge | 60 |
| | 968 |
| | — |
| Pension settlement charge | — |
| | — |
| | 60 |
|
| | Business restructuring charge | — |
| | 191 |
| | 136 |
| Business restructuring, net | 176 |
| | 66 |
| | — |
|
| | Environmental remediation charge | — |
| | 82 |
| | — |
| Environmental remediation charges and other costs, net | 61 |
| | 77 |
| | — |
|
| | Stock-based compensation expense | 35 |
| | 45 |
| | 54 |
| Stock-based compensation expense | 39 |
| | 37 |
| | 35 |
|
| | Net gain, from sale of businesses | (25 | ) | | (39 | ) | | — |
| Gain on sale of land | — |
| | (26 | ) | | — |
|
| | Equity affiliate (income)/loss, net of dividends | (4 | ) | | (6 | ) | | 66 |
| Net gain, from sale of businesses | — |
| | — |
| | (25 | ) |
| | Deferred income taxes | 38 |
| | 171 |
| | — |
| Equity affiliate loss/(income), net of dividends | 4 |
| | (1 | ) | | (4 | ) |
| Contributions to pension plans | (87 | ) | | (188 | ) | | (263 | ) | |
| Restructuring payments | (49 | ) | | (76 | ) | | (47 | ) | |
| Funding of asbestos settlement trust | — |
| | (813 | ) | | — |
| |
| | | Deferred income taxes | (5 | ) | | 45 |
| | 38 |
|
| Cash contributions to pension plans | | Cash contributions to pension plans | (13 | ) | | (99 | ) | | (87 | ) |
| Cash used for restructuring actions | | Cash used for restructuring actions | (58 | ) | | (66 | ) | | (49 | ) |
| Change in certain asset and liability accounts (net of acquisitions): | Change in certain asset and liability accounts (net of acquisitions): | | | | Change in certain asset and liability accounts (net of acquisitions): | | | |
| | Receivables | (76 | ) | | (68 | ) | | (125 | ) | Receivables | 121 |
| | (69 | ) | | (76 | ) |
| | Inventories | (116 | ) | | 56 |
| | 37 |
| Inventories | 145 |
| | (109 | ) | | (116 | ) |
| | Other current assets | (43 | ) | | 21 |
| | (81 | ) | Other current assets | (95 | ) | | 5 |
| | (43 | ) |
| | Accounts payable and accrued liabilities | 188 |
| | 169 |
| | 152 |
| Accounts payable and accrued liabilities | (63 | ) | | (76 | ) | | 188 |
|
| | Noncurrent assets and liabilities, net | (170 | ) | | (53 | ) | | 79 |
| Noncurrent assets and liabilities, net | (13 | ) | | (207 | ) | | (170 | ) |
| | Taxes and interest payable | (129 | ) | | (268 | ) | | (96 | ) | Taxes and interest payable | (32 | ) | | 50 |
| | (129 | ) |
| Other | Other | 14 |
| | (64 | ) | | (19 | ) | Other | (17 | ) | | (20 | ) | | 14 |
|
| | Cash from operating activities - continuing operations |
| $1,551 |
| |
| $1,218 |
| |
| $1,759 |
| Cash from operating activities - continuing operations |
| $2,084 |
| |
| $1,487 |
| |
| $1,551 |
|
| | Cash from operating activities - discontinued operations | 17 |
| | 133 |
| | 136 |
| Cash (used for)/from operating activities - discontinued operations | (4 | ) | | (20 | ) | | 17 |
|
| | Cash from operating activities |
| $1,568 |
| |
| $1,351 |
| |
| $1,895 |
| Cash from operating activities |
| $2,080 |
| |
| $1,467 |
| |
| $1,568 |
|
| Investing activities | Investing activities | | | | | | Investing activities | | | | | |
| Capital expenditures | Capital expenditures |
| ($360 | ) | |
| ($380 | ) | |
| ($430 | ) | Capital expenditures |
| ($413 | ) | |
| ($411 | ) | |
| ($360 | ) |
| Business acquisitions, net of cash balances acquired | Business acquisitions, net of cash balances acquired | (225 | ) | | (349 | ) | | (320 | ) | Business acquisitions, net of cash balances acquired | (643 | ) | | (378 | ) | | (225 | ) |
| Payments for acquisition of equity investment | Payments for acquisition of equity investment | (100 | ) | | — |
| | — |
| Payments for acquisition of equity investment | — |
| | — |
| | (100 | ) |
| Net proceeds from the sale of businesses | Net proceeds from the sale of businesses | 593 |
| | 1,094 |
| | 47 |
| Net proceeds from the sale of businesses | — |
| | — |
| | 593 |
|
| Proceeds from maturity of short-term investments | — |
| | 92 |
| | 402 |
| |
| Purchase of short-term investments | (1 | ) | | — |
| | (97 | ) | |
| Proceeds from sale of land | | Proceeds from sale of land | — |
| | 27 |
| | — |
|
| Payments for the settlement of cross currency swap contracts | Payments for the settlement of cross currency swap contracts | (34 | ) | | (36 | ) | | (34 | ) | Payments for the settlement of cross currency swap contracts | (8 | ) | | (28 | ) | | (34 | ) |
| Proceeds from the settlement of cross currency swap contracts | Proceeds from the settlement of cross currency swap contracts | 37 |
| | 37 |
| | 37 |
| Proceeds from the settlement of cross currency swap contracts | 28 |
| | 23 |
| | 37 |
|
| (Payments on) / Proceeds from net investment hedges | — |
| | (13 | ) | | 19 |
| |
| Other | Other | 27 |
| | 27 |
| | 27 |
| Other | 27 |
| | 3 |
| | 26 |
|
| | Cash (used for)/from investing activities - continuing operations |
| ($63 | ) | |
| $472 |
| |
| ($349 | ) | Cash used for investing activities - continuing operations |
| ($1,009 | ) | |
| ($764 | ) | |
| ($63 | ) |
| | Cash used for investing activities - discontinued operations | (4 | ) | | (36 | ) | | (46 | ) | Cash used for investing activities - discontinued operations | — |
| | — |
| | (4 | ) |
| | Cash (used for)/from investing activities |
| ($67 | ) | |
| $436 |
| |
| ($395 | ) | Cash used for investing activities |
| ($1,009 | ) | |
| ($764 | ) | |
| ($67 | ) |
| Financing activities | Financing activities | | | | | | Financing activities | | | | | |
| Net change in borrowings with maturities of three months or less | Net change in borrowings with maturities of three months or less |
| ($7 | ) | |
| ($15 | ) | |
| ($32 | ) | Net change in borrowings with maturities of three months or less |
| $6 |
| |
| ($1 | ) | |
| ($7 | ) |
| Net payments on commercial paper and short-term debt | (93 | ) | | (361 | ) | | (528 | ) | |
| Net proceeds/(payments) on commercial paper and short-term debt | | Net proceeds/(payments) on commercial paper and short-term debt | 100 |
| | (2 | ) | | (93 | ) |
| Net proceeds from the issuance of long-term debt (net of discount and issuance costs) | Net proceeds from the issuance of long-term debt (net of discount and issuance costs) | — |
| | 988 |
| | 1,242 |
| Net proceeds from the issuance of long-term debt (net of discount and issuance costs) | 595 |
| | 992 |
| | — |
|
| Repayment of long-term debt | Repayment of long-term debt | (588 | ) | | (379 | ) | | (340 | ) | Repayment of long-term debt | (637 | ) | | (6 | ) | | (588 | ) |
| Repayment of acquired debt | | Repayment of acquired debt | (23 | ) | | — |
| | — |
|
| Payments related to tax withholding on stock-based compensation awards | Payments related to tax withholding on stock-based compensation awards | (28 | ) | | (26 | ) | | (58 | ) | Payments related to tax withholding on stock-based compensation awards | (20 | ) | | (15 | ) | | (28 | ) |
| Purchase of treasury stock | Purchase of treasury stock | (813 | ) | | (1,050 | ) | | (751 | ) | Purchase of treasury stock | (325 | ) | | (1,721 | ) | | (813 | ) |
| Issuance of treasury stock | Issuance of treasury stock | 52 |
| | 31 |
| | 53 |
| Issuance of treasury stock | 61 |
| | 15 |
| | 52 |
|
| Dividends paid on PPG common stock | Dividends paid on PPG common stock | (434 | ) | | (414 | ) | | (383 | ) | Dividends paid on PPG common stock | (468 | ) | | (453 | ) | | (434 | ) |
| Purchase of noncontrolling interest | | Purchase of noncontrolling interest | (39 | ) | | — |
| | — |
|
| Other | Other | (43 | ) | | 16 |
| | (15 | ) | Other | (8 | ) | | (14 | ) | | (43 | ) |
| | Cash used for financing activities |
| ($1,954 | ) | |
| ($1,210 | ) | |
| ($812 | ) | Cash used for financing activities |
| ($758 | ) | |
| ($1,205 | ) | |
| ($1,954 | ) |
| Effect of currency exchange rate changes on cash and cash equivalents | Effect of currency exchange rate changes on cash and cash equivalents | 69 |
| | (68 | ) | | (63 | ) | Effect of currency exchange rate changes on cash and cash equivalents | 1 |
| | (32 | ) | | 69 |
|
| Net (decrease) increase in cash and cash equivalents |
| ($384 | ) | |
| $509 |
| |
| $625 |
| |
| Net increase/(decrease) in cash and cash equivalents | | Net increase/(decrease) in cash and cash equivalents |
| $314 |
| |
| ($534 | ) | |
| ($384 | ) |
| Cash and cash equivalents, beginning of year | Cash and cash equivalents, beginning of year |
| $1,820 |
| |
| $1,311 |
| |
| $686 |
| Cash and cash equivalents, beginning of year |
| $902 |
| |
| $1,436 |
| |
| $1,820 |
|
| Cash and cash equivalents, end of year | Cash and cash equivalents, end of year |
| $1,436 |
| |
| $1,820 |
| |
| $1,311 |
| Cash and cash equivalents, end of year |
| $1,216 |
| |
| $902 |
| |
| $1,436 |
|
| | | Supplemental disclosures of cash flow information: | Supplemental disclosures of cash flow information: | | | | | | Supplemental disclosures of cash flow information: | | | | | |
| Interest paid, net of amount capitalized | Interest paid, net of amount capitalized |
| $100 |
| |
| $118 |
| |
| $115 |
| Interest paid, net of amount capitalized |
| $127 |
| |
| $108 |
| |
| $100 |
|
| Taxes paid, net of refunds | Taxes paid, net of refunds |
| $648 |
| |
| $349 |
| |
| $383 |
| Taxes paid, net of refunds |
| $348 |
| |
| $380 |
| |
| $648 |
|
| | | | | | | | |
| Supplemental disclosure of noncash investing activities: | | Supplemental disclosure of noncash investing activities: | | | | | |
| Reissuance of common stock for business acquisition | | Reissuance of common stock for business acquisition |
| $164 |
| |
| $— |
| |
| $— |
|
The accompanying notes to the consolidated financial statements are an integral part of this consolidated statement.
48 201740 2019 PPG ANNUAL REPORT AND 10-K/A10-K
Notes to the Consolidated Financial Statements
1. 1. Summary of Significant Accounting Policies
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of PPG Industries, Inc. (“PPG” or the “Company”) and all subsidiaries, both U.S. and non-U.S., that it controls. PPG owns more than 50% of the voting stock of most of the subsidiaries that it controls. For those consolidated subsidiaries in which the Company’s ownership is less than 100%, the outside shareholders’ interests are shown as noncontrolling interests. Investments in companies in which PPG owns 20% to 50% of the voting stock and has the ability to exercise significant influence over operating and financial policies of the investee are accounted for using the equity method of accounting. As a result, PPG’s share of income or losses from such equity affiliates is included in the accompanying consolidated statement of income and PPG’s share of these companies’ shareholders’ equity is included in “Investments” inInvestments on the accompanying consolidated balance sheet. Transactions between PPG and its subsidiaries are eliminated in consolidation.
Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of income and expenses during the reporting period. Such estimates also include the fair value of assets acquired and liabilities assumed resulting from the allocation of the purchase price related to business combinations consummated. Actual outcomes could differ from those estimates.
Revenue Recognition
The Company recognizes revenue when the earnings process is complete. Revenue is recognized by all operating segmentsas performance obligations with the customer are satisfied, at an amount that is determined to be collectible. For the sale of products, this generally occurs at the point in time when goods are shipped and title to inventory and riskcontrol of loss passesthe Company’s products transfers to the customer or when services have been rendered.based on the agreed upon shipping terms.
Shipping and Handling Costs
Amounts billed to customers for shipping and handling are reported in “Net sales”Net sales in the accompanying consolidated statement of income. Shipping and handling costs incurred by the Company for the delivery of goods to customers are included in “CostCost of sales, exclusive of depreciation and amortization”amortization in the accompanying consolidated statement of income.
Selling, General and Administrative Costs
Amounts presented as “Selling,in Selling, general and administrative”administrative in the accompanying consolidated statement of income are comprised of selling, customer service, distribution and advertising costs, as well as the costs of providing corporate-wide functional support in such areas as finance, law, human resources and planning. Distribution costs pertain to the movement and storage of finished goods inventory at company-owned and leased warehouses and other distribution facilities.
Advertising Costs
Advertising costs are expensedcharged to expense as incurred and totaled $283 million, $280 million and $313 million $322 millionin 2019, 2018 and $324 million in 2017, 2016 and 2015, respectively.
Research and Development
Research and development costs, which consist primarily of employee related costs, are charged to expense as incurred.
|
| | | | | | | | | | | |
| ($ in millions) | 2019 |
| | 2018 |
| | 2017 |
|
| Research and development – total |
| $456 |
| |
| $464 |
| |
| $472 |
|
| Less depreciation on research facilities | 24 |
| | 23 |
| | 21 |
|
| Research and development, net |
| $432 |
| |
| $441 |
| |
| $451 |
|
|
| | | | | | | | | | | |
| ($ in millions) | 2017 |
| | 2016 |
| | 2015 |
|
| Research and development – total |
| $474 |
| |
| $479 |
| |
| $484 |
|
| Less depreciation on research facilities | 21 |
| | 20 |
| | 18 |
|
| Research and development, net |
| $453 |
| |
| $459 |
| |
| $466 |
|
Legal Costs
Legal costs, which primarily include costs associated with acquisition and divestiture transactions, general litigation, environmental regulation compliance, patent and trademark protection and other general corporate purposes, are charged to expense as incurred.
Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to operating losses and tax credit carryforwards as well as differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. The effect on deferred
2019 PPG ANNUAL REPORT AND FORM 10-K 41
Notes to the Consolidated Financial Statements
tax assets and liabilities of a change in tax rates is recognized in Income tax expense in the consolidated statement of income in the period that includes the enactment date.
A valuation allowance will be provided against deferred tax assets if PPG determines it is more likely than not such assets will not ultimately be realized.
PPG does not recognize a tax benefit unless it concludes that it is more likely than not that the benefit will be sustained on audit by the taxing authority based solely on the technical merits of the associated tax position. If the recognition threshold is met, PPG recognizes a tax benefit measured at the largest amount of the tax benefit that, in PPG’s judgment, is greater than 50 percent likely to be realized. PPG records interest and penalties related to uncertain tax positions in Income tax expense in the consolidated statement of income.
Foreign Currency Translation
The functional currency of most significant non-U.S. operations is their local currency. Assets and liabilities of those operations are translated into U.S. dollars using year-end exchange rates; income and expenses are translated using the average exchange rates for the reporting period. Unrealized foreign currency translation gains and losses are deferred in accumulatedAccumulated other comprehensive loss a separate component of shareholders’ equity.
2017 PPG ANNUAL REPORT AND FORM 10-K/A 49
Notes toon the Consolidated Financial Statements
consolidated balance sheet.
Cash Equivalents
Cash equivalents are highly liquid investments (valued at cost, which approximates fair value) acquired with an original maturity of three months or less.
Short-term Investments
Short-term investments are highly liquid, high credit quality investments (valued at cost plus accrued interest) that have stated maturities of greater than three months to less than one year. The purchases and sales of these investments are classified as investingInvesting activities in the consolidated statement of cash flows.
Marketable Equity Securities
The Company’s investment in marketable equity securities is recorded at fair market value and reported in “Otheras Other current assets”assets and “Investments” inInvestments on the accompanying consolidated balance sheet with changes in fair market value recorded in income for those securities designated as trading securities and in other comprehensive income, net of tax, for those securities designated as available for sale.income.
Inventories
Inventories are stated at the lower of cost or net realizable value. Most U.S. inventories are stated at cost, using the last-in, first-out (“LIFO”) method of accounting, which does not exceed net realizable value. All other inventories are stated at cost, using the first-in, first-out (“FIFO”) method of accounting, which does not exceed net realizable value. PPG determines cost using either average or standard factory costs, which approximate actual costs, excluding certain fixed costs such as depreciation and property taxes. See Note 4 “Working, “Working Capital Detail”Detail” for further information concerning the Company’s inventory.
Derivative Financial Instruments
The Company recognizes all derivative financial instruments (a “derivative”) as either assets or liabilities at fair value on the consolidated balance sheet. The accounting for changes in the fair value of a derivative depends on the use of the instrument.
For a derivative instruments that is considered “effective”are designated and qualify as a hedgecash flow hedges, the unrealized gains or losses on the derivatives are recorded in the consolidated statement of an exposure to variabilitycomprehensive income. Amounts in expected future cash flows (cash flow hedge), the effective portion of the gain orAccumulated other comprehensive loss on the derivative is recorded in other comprehensive income (“OCI”) and the ineffective portion, if any, is reported in income from continuing operations. Amounts accumulated in OCIconsolidated balance sheet are reclassified into Income before income from continuing operationstaxes in the consolidated statement of income in the same period or periods during which the hedged transactions are recorded in Income before income from continuing operations.taxes in the consolidated statement of income.
For a derivative instruments that is considered “effective”are designated and qualify as a hedge of an exposure to changesfair value hedges, the change in the fair value (fair value hedge) of an asset, a liability or a firm commitment, the changederivatives are reported in Income before income taxes in the derivative’s fair value is reported inconsolidated statement of income, from continuing operations, offsetting the gain or loss recognized for the change in fair value of the asset, liability, or firm commitment that is being hedged.
For a derivative,derivatives, debt or other financial instrumentinstruments that is considered “effective”are designated and qualify as a hedge of a net investment in a foreign operation,hedges, the gaingains or losslosses associated with the financial instrument isinstruments are reported as a translation gaingains or losslosses in accumulatedAccumulated other comprehensive income (“AOCI”).loss on the consolidated balance sheet. Gains and losses in AOCIAccumulated other comprehensive loss related to hedges of the Company’s net investments in foreign operations are reclassified out of AOCIAccumulated other comprehensive loss and recognized in Income before income from continuing operationstaxes in the consolidated statement of income upon a substantial liquidation, sale or partial sale of such investments or upon impairment of all or a portion of such investments. The cash flow impact of these instruments have been and will beare classified as investingInvesting activities in the consolidated statement of cash flows.
42 2019 PPG ANNUAL REPORT AND 10-K
Notes to the Consolidated Financial Statements
Changes in the fair value of derivative instruments not designated as hedges for hedge accounting purposes are recognized in Income before income from continuing operationstaxes in the consolidated statement of income in the period of change.
Property, Plant and Equipment
Property, plant and equipment is recorded at cost. Depreciation is computed on a straight-line method based on the estimated useful lives of related assets. Additional depreciation expense is recorded when facilities or equipment are subject to abnormal economic conditions, restructuring actions or obsolescence.
The cost of significant improvements that add to productive capacity or extend the lives of properties are capitalized. Costs for repairs and maintenance are charged to expense as incurred. When a capitalized asset is retired or otherwise disposed of, the original cost and related accumulated depreciation balance are removed from the accounts and any related gain or loss is recorded in Income before income from continuing operations.taxes in the consolidated statement of income. The amortization cost of capitalized leasedfinance lease assets isare recorded in depreciation expense.Depreciation expense in the consolidated statement of income. Property and other long-lived assets are reviewed for impairment whenever events or circumstances indicate that their carrying amounts may not be recoverable. See Note 5 “Property,, “Property, Plant and Equipment”Equipment” for further details.
50 2017 PPG ANNUAL REPORT AND 10-K/A
Notes to the Consolidated Financial Statements
Goodwill and Identifiable Intangible Assets
Goodwill represents the excess of the cost over the fair value of acquired identifiable tangible and intangible assets less liabilities assumed from acquired businesses. Identifiable intangible assets acquired in business combinations are recorded based upon their fair value at the date of acquisition.
ThePPG is a multinational manufacturer with 9 operating segments (which the Company testsrefers to as “strategic business units”) that are organized based on the Company’s major products lines. These operating segments are also the Company’s reporting units for purposes of testing goodwill of each reporting unit for impairment, which is tested at least annually in connection with PPG’s strategic planning process.process or more frequently if an indication of impairment exists. The Company tests goodwill for impairment by either performing a qualitative evaluation or a quantitative test. The qualitative evaluation is an assessment of factors, including reporting unit specific operating results as well as industry, market and general economic conditions, to determine whether it is more likely than not that the fair values of a reporting unit is less than its carrying amount, including goodwill. The Company may elect to bypass this qualitative assessment for some or all of its reporting units and perform a quantitative test. The quantitativeQuantitative goodwill impairment testtesting is performed during the fourth quarter of each year by comparing the estimated fair value of thean associated reporting unit as of September 30 to its carrying value. The Company’s reporting units are its operating segments. (See Note 20, “Reportable Business Segment Information,” for further information concerning the Company’s operating segments.) Fair value is estimated using a discounted cash flow methodologies.model. Key assumptions and estimates used in the discounted cash flow model include projected future revenues, discount rates, operating cash flows, capital expenditures and tax rates. In 2019, the annual impairment testing review of goodwill did not result in impairment of the Company’s reporting units.
The Company has determined that certain acquired trademarks have indefinite useful lives. The Company tests the carrying value of these trademarks for impairment at least annually, or as needed whenever events and circumstances indicate that their carrying amount may not be recoverable. The annual assessment takes place in the fourth quarter of each year either by completing a qualitative assessment or quantitatively by comparing the estimated fair value of each trademark as of September 30 to its carrying value. Fair value is estimated by using the relief from royalty method (a discounted cash flow methodology). The qualitative assessment includes consideration of factors, including revenue relative to the asset being assessed, the operating results of the related business as well as industry, market and general economic conditions, to determine whether it is more likely than not that the fair value of the asset is less than its carrying amount. In 2019, the annual impairment testing review of indefinite-lived intangibles did not result in an impairment.
Identifiable intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives (1 to 30 years) and are reviewed for impairment whenever events or circumstances indicate that their carrying amount may not be recoverable.
Receivables and Allowances
All trade receivables are reported on the consolidated balance sheet at the outstanding principal adjusted for any allowance for credit losses and any charge offs. The Company provides an allowance for doubtful accounts to reduce receivables to their estimated net realizable value when it is probable that a loss will be incurred. Those estimates are based on historical collection experience, current economic and market conditions, a review of the aging of accounts receivable and the assessments of current creditworthiness of customers.
Leases
The Company determines if a contract is a lease at the inception of the arrangement. The Company reviews all options to extend, terminate, or purchase its right of use assets at the inception of the lease and accounts for these options when they are reasonably certain of being exercised. Certain real estate leases contain lease and non-lease components, which are
2019 PPG ANNUAL REPORT AND FORM 10-K 43
Notes to the Consolidated Financial Statements
accounted for separately. For certain equipment leases, lease and non-lease components are accounted for as a single lease component.
Leases with an initial term of twelve months or less are not recorded on the consolidated balance sheet. Lease expense for these leases is recognized on a straight-line basis over the lease term.
Variable lease expense is based on contractual arrangements with PPG’s lessors determined based on external indices or other relevant market factors. In addition, PPG’s variable lease expense also includes elements of a contract that do not represent a good or service but for which the lessee is responsible for paying.
Nearly all of PPG’s lease contracts do not provide a readily determinable implicit rate. For these contracts, PPG’s estimated incremental borrowing rate is based on information available at the inception of the lease.
Product Warrantieswarranties
The Company accrues for product warranties at the time the associated products are sold based on historical claims experience. The reserve, pre-taxpretax charges against income and cash outlays for product warranties were not significant to the consolidated financial statements of the Company for any year presented.
Asset Retirement Obligations
An asset retirement obligation represents a legal obligation associated with the retirement of a tangible long-lived asset that is incurred upon the acquisition, construction, development or normal operation of that long-lived asset. PPG recognizes asset retirement obligations in the period in which they are incurred, if a reasonable estimate of fair value can be made. The asset retirement obligation is subsequently adjusted for changes in fair value. The associated estimated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset and depreciated over its useful life. PPG’s asset retirement obligations are primarily associated with the retirement or closure of certain assets used in PPG’s manufacturing process. The accrued asset retirement obligation is recorded in Accounts payable and accrued liabilities and Other liabilities on PPG’sthe consolidated balance sheet, and was $19$21 million and $18$22 million as of December 31, 20172019 and 2016,2018, respectively.
PPG’s only conditional asset retirement obligation relates to the possible future abatement of asbestos contained in certain PPG production facilities. The asbestos in PPG’s production facilities arises from the application of normal and customary building practices in the past when the facilities were constructed. This asbestos is encapsulated in place and, as a result, there is no current legal requirement to abate it. Inasmuch asBecause there is no requirement to abate, the Company does not have any current plans or an intention to abate and therefore the timing, method and cost of future abatement, if any, are not known. The Company has not recorded an asset retirement obligation associated with asbestos abatement, given the uncertainty concerning the timing of future abatement, if any.
Accounting Standards Adopted in 2019
2017Effective January 1, 2019, PPG ANNUAL REPORT AND FORM 10-K/A 51
Notesadopted Accounting Standards Update (“ASU”) No. 2016-02, "Leases." This ASU requires substantially all leases be recorded on the balance sheet as right of use assets and lease obligations. PPG adopted the ASU using a retrospective adoption method at January 1, 2019, as outlined in ASU No. 2018-11, "Leases - Targeted Improvements." Under this method of adoption, there is no impact to the Consolidated Financial Statements
Reclassifications
Certain reclassificationsconsolidated statement of income and consolidated balance sheet. PPG determined that there was no cumulative-effect adjustment to beginning Retained earnings on the consolidated balance sheet. PPG will continue to report periods prior years’ data have been made to conform toJanuary 1, 2019 in its financial statements under prior guidance as outlined in Accounting Standards Codification Topic 840, "Leases." In addition, PPG elected the current year presentation. These reclassificationspackage of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed carry forward of historical lease classifications. Adoption of this standard did not materially impact PPG’s Income before income taxes and had no impact on our previously reported net income,the consolidated statement of cash flows or shareholders’ equity.
Accounting Standards Adopted in 2017
PPG’s adoption of the following accounting standard updates (“ASU”) in 2017 did not have a material impact on PPG's consolidated financial position, results of operations or cash flows:
|
| |
Accounting Standard Update |
2017-04 | Simplifying the Test for Goodwill Impairment |
2016-18 | Restricted Cash |
2016-09 | Improvements to Employee Share-Based Payment Accounting |
flows. See Note 2, "Leases" for further details.Accounting Standards to be Adopted in Future Years
In FebruaryAugust 2018, the Financial Accounting Standards Board (“FASB”("FASB") issued ASU No. 2018-2, “Reclassification of Certain Tax Effects from Accumulated2018-15, "Intangibles - Goodwill and Other Comprehensive Income.” This ASU allows a reclassification from Accumulated other comprehensive income to Retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018 and for interim periods therein. Early adoption of this ASU is permitted. PPG does not believe this ASU will have a material impact on its consolidated financial position, results of operations or cash flows.
In August 2017, the FASB issued ASU No. 2017-12, "Derivatives and Hedging - Targeted Improvements to Accounting for Hedging Activities." This ASU modifies the presentation and disclosure of hedging results. Further, it provides partial relief on the timing of certain aspects of hedge documentation and eliminates the requirement to recognize hedge ineffectiveness separately in income. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018 and for interim periods therein. Early adoption of this ASU is permitted. PPG does not believe this ASU will have a material impact on its consolidated financial position, results of operations or cash flows.
In May 2017, the FASB issued ASU No. 2017-09, "Stock Compensation - Scope of Modification Accounting.Internal-Use Software." This ASU requires all equity award modifications to be accounted for ascapitalization of certain implementation costs incurred in a modification unlesscloud computing arrangement that is a service contract. PPG adopted the fair value, vesting conditionsnew standard effective January 1, 2020. PPG is nearly complete in the assessment and classificationimplementation of the award as equity or liability are the same as the classification of the original award immediately before the original award is modified. 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 operations or cash flows.
In March 2017, the FASB issued 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. Beginning January 1, 2018, in connection with the adoption of this new ASU, PPG will change the method by which pension costs are allocated to its strategic business units. Namely, only service costs will be attributed to the strategic business units and all other components will remain in unallocated corporate overhead. PPG will recast its statement of operations and segment income for this change in allocation.
In August 2016, the FASB issued ASU No. 2016-15, "Classification of Certain Cash Receipts and Cash Payments." This ASU addresses eight specific cash flow issues with the objective of eliminating the existing diversity in practice. The amendments in this ASU are effective for public business entities for fiscal years beginning after December 15, 2017 and for interim periods therein. PPG does not believe this ASU will have a material impact on its consolidated financial position, results of operations or cash flows.
In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses.” This ASU requires an organization to measure all expected credit losses for financial assets, including trade receivables, held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts.information. Financial institutions and other organizations will now use forward-looking information to better informestimate their credit loss estimates. The amendmentslosses. PPG adopted the new standard effective January 1, 2020. PPG is nearly complete in its assessment of this ASU are effectiveand has updated its internal controls and operational processes and procedures to include certain forward looking considerations in its current process of developing
44 2019 PPG ANNUAL REPORT AND 10-K
Notes to the Consolidated Financial Statements
and recognizing credit losses for fiscal years beginning after December 15, 2019its financial assets accounted for at amortized cost. PPG is nearly complete in the assessment and for interim periods therein. Entities may chose to adopt the newimplementation of this ASU as of its fiscal year beginning after December 15, 2018. PPGand does not believe this ASU will have a material impact on its consolidated financial position, results of operations or cash flows.
2. Leases
PPG leases certain retail paint stores, warehouses, distribution facilities, office space, fleet vehicles and equipment.
The components of lease expense for the year ended December 31, 2019 were as follows:
52 |
| | | | |
| ($ in millions) | Classification in the Consolidated Statement of Income | 2019 |
|
| Operating lease cost | Cost of sales, exclusive of depreciation and amortization |
| $34 |
|
| Operating lease cost | Selling, general and administrative | 198 |
|
| Total operating lease cost | |
| $232 |
|
| Finance lease cost: | | |
| Amortization of right-of-use assets | Depreciation |
| $2 |
|
| Interest on lease liabilities | Interest expense | 1 |
|
| Total finance lease cost | |
| $3 |
|
| Total lease cost | |
| $235 |
|
Lease expense for operating leases was $289 million and $288 million in 2018 and 2017, respectively.
Total operating lease cost for the year ended December 31, 2019 is inclusive of the following:
|
| | | |
| ($ in millions) | 2019 |
|
| Variable lease costs |
| $15 |
|
| Short-term lease costs |
| $5 |
|
|
| | | | |
| ($ in millions) | Classification on the Consolidated Balance Sheet | 2019 |
|
| Assets: | | |
| Operating | Operating lease right-of-use assets |
| $782 |
|
Finance(a) | Property, plant, and equipment, net | 17 |
|
| Total leased assets | |
| $799 |
|
| Liabilities: | | |
| Current | | |
| Operating | Current portion of operating lease liabilities |
| $170 |
|
| Finance | Short-term debt and current portion of long-term debt | 3 |
|
| Noncurrent | | |
| Operating | Operating lease liabilities |
| $622 |
|
| Finance | Long-term debt | 8 |
|
| Total lease liabilities | |
| $803 |
|
| |
| (a) | Net of accumulated depreciation of $11 million. |
|
| | | |
| ($ in millions) | 2019 |
|
| Cash paid for amounts included in the measurement of lease liabilities: | |
| Operating cash flows paid for operating leases |
| $210 |
|
| Operating cash flows paid for finance leases |
| $1 |
|
| Financing cash flows paid for finance leases |
| $4 |
|
| Right-of-use assets obtained in exchange for lease obligations: | |
| Operating leases |
| $219 |
|
| Finance leases |
| $1 |
|
2019 PPG ANNUAL REPORT AND 10-K/AFORM 10-K 45
Notes to the Consolidated Financial Statements
|
| | |
| 2019 |
|
| Weighted-average remaining lease term (in years) | |
| Operating leases | 7.4 |
|
| Finance leases | 6.2 |
|
| Weighted-average discount rate | |
| Operating leases | 3.0 | % |
| Finance leases | 9.4 | % |
As of December 31, 2019, maturities of lease liabilities were as follows:
|
| | | | | | |
| ($ in millions) | Operating Leases | Finance Leases |
| 2020 |
| $191 |
|
| $3 |
|
| 2021 | 150 |
| 2 |
|
| 2022 | 118 |
| 2 |
|
| 2023 | 92 |
| 2 |
|
| 2024 | 72 |
| 1 |
|
| Thereafter | 266 |
| 3 |
|
| Total lease payments |
| $889 |
|
| $13 |
|
| Less: Interest | 97 |
| 2 |
|
| Total lease obligations |
| $792 |
|
| $11 |
|
Disclosures related to periods prior to adoption of ASU 2016-02
PPG adopted ASU 2016-02 using a retrospective adoption method at January 1, 2019 as noted in Note 1, "Summary of Significant Accounting Policies." As required, the following disclosure is provided for periods prior to adoption. Minimum lease commitments as of December 31, 2018 that have initial or remaining lease terms in excess of one year are as follows:
|
| | | | | | |
| ($ in millions) | Operating Leases | Capital Leases |
| 2019 |
| $207 |
|
| $3 |
|
| 2020 |
| $157 |
|
| $3 |
|
| 2021 |
| $116 |
|
| $1 |
|
| 2022 |
| $93 |
|
| $1 |
|
| 2023 |
| $76 |
|
| $1 |
|
| Beyond 2023 |
| $244 |
|
| $3 |
|
3. Acquisitions and Divestitures
Acquisitions
Announced Acquisition: Alpha Coating Technologies, LLC
In February 2016, the FASB issued ASU No. 2016-02, “Leases.” This ASU requires all lessees2020, PPG announced that it will acquire Alpha Coating Technologies, LLC, a manufacturer of powder coatings for light industrial applications and heat sensitive substrates. The transaction is expected 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. At a minimum, total assets and total liabilities will increase in the period the ASU is adopted. Early adoption of this ASU is permitted. At December 31, 2017, PPG’s undiscounted future minimum payments outstanding for lease obligations were approximately $840 million.
In January 2016, the FASB issued ASU No. 2016-01, “Recognition and Measurement of Financial Assets and Liabilities.” This ASU simplifies the accounting and disclosures related to equity investments. The amendments in this ASU are effective for fiscal years beginning after December 15, 2017 and for interim periods therein. Adoption of this ASU will not have a material impact on PPG’s consolidated financial position, results of operations or cash flows.
In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers: Topic 606.” This ASU replaces nearly all existing U.S. GAAP guidance on revenue recognition. The standard prescribes a five-step model for recognizing revenue, the application of which will require significant judgment. The amendments in this ASU are effective for fiscal years beginning after December 15, 2017, and for interim periods therein. The provisions of this ASU may be applied retroactively or on a modified retrospective (cumulative effect) basis. PPG will adopt the standard using the modified retrospective approach in January 2018. PPG believes the preponderance of the Company’s contracts with customers are standard ship and bill arrangements where revenue is recognized at the time of shipment. 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 Consolidated Statement of Income, as they represent costs incurred in satisfaction of performance obligations. In addition, PPG expects the cost of certain customer incentives to be recorded as a reduction of Net sales rather than Cost of sales, exclusive of depreciation and amortization or Selling, general and administrative costs. Adoption of this ASU will not have a significant impact on PPG’s consolidated financial position, results of operations and cash flows.
2. Restatement of Previously Reported Consolidated Annual Financial Statements
Background
On April 16, 2018, PPG received a report through the Company’s internal reporting system alleging violations of the Company’s accounting policies and procedures regarding the failure to accrue certain specified expensesclose in the first quarter of 2018. Based2020.
Completed Acquisitions
Industria Chimica Reggiana
On January 31, 2020, PPG completed the acquisition of Industria Chimica Reggiana S.p.A, an Italian manufacturer of automotive refinish products. The pro-forma impact on PPG's sales and results of operations, including the Company’s initial review atpro-forma effect of events that time,are directly attributable to the Company identified approximately $1.4 millionacquisition, was not significant. The results of expenses (including legal fees, property taxes and performance-based compensation) that shouldthis business since the date of acquisition have been accrued inreported within the first quarter of 2018 and that were then reflected in PPG’s earnings forautomotive refinish coatings business within the quarter ended March 31, 2018, released on April 19, 2018. In addition, the report alleged that there may have been other unspecified expenses, potentially up to $5 million in the aggregate, that were improperly not accrued in the first quarter.Performance Coatings reportable business segment.
The Audit Committee oversaw an investigation of the matters set forth in the internal report, with the assistance of outside counsel and forensic accountants. The investigation identified the following items with respect to the quarter ended March 31, 2018, in addition to the approximately $1.4 million of expenses described above: (1) failure to record amortization expense in the amount of $1.4 million to correct for amortization of an intangible asset that was inadvertently not recorded over a three-year period and discovered in March 2018; (2) understatement of a health insurance accrued liability in the amount of $0.5 million; and (3) failure to record an adjustment increasing the value of inventory in PPG’s Europe, Middle East and Africa region in the amount of $2.2 million due to inflation of raw materials costs which, when corrected, had a positive effect on income in the first quarter of 2018. These three items resulted in a net increase to income from continuing operations before income taxes of approximately $0.3 million.
The investigation also identified certain inadvertent errors with respect to the quarter ended March 31, 2018. Correction of such inadvertent errors, together with the matters discussed in the immediately preceding paragraph, resulted in a net decrease in income from continuing operations before income taxes of $5.7 million for the quarter ended March 31, 2018. The correction of these inadvertent errors also resulted in a net decrease in income from continuing operations before income taxes of $2.3 million for the year ended December 31, 2017.
The investigation identified the following items with respect to the year ended December 31, 2017: (1) improper reclassifications of gains from income from discontinued operations to income from continuing operations, in total pre-tax amounts of $2.5 million in the quarter ended June 30, 2017 and $4.7 million in the quarter ended December 31, 2017; (2) improper shifting of pre-tax expenses between quarterly periods in 2017, including a total of $3.5 million in compensation expense recorded in the third and fourth quarters of 2017 that should have been recorded in the quarter ended June 30, 2017; an additional expense accrual for health care claims in the amount of $3.5 million recorded in the third quarter of 2017 that should have been recorded in the quarter ended June 30, 2017; additional expense for paid vacation in the amount of $2.2 million recorded in the quarter ended December 31, 2017 that should have been recorded in the second and third
201746 2019 PPG ANNUAL REPORT AND FORM 10-K/A 5310-K
Notes to the Consolidated Financial Statements
quartersTexstars, LLC
On October 25, 2019, PPG completed the acquisition of 2017;Texstars, LLC, a manufacturer of high-performance transparencies, wingtip lenses and additional pension expenseplastic components for aerospace and defense vehicles and a leader in advanced transparent coatings. The pro-forma impact on PPG's sales and results of operations, including the amountpro-forma effect of $1.0 million recorded inevents that are directly attributable to the fourth quarteracquisition, was not significant. The results of 2017 that shouldthis business since the date of acquisition have been recorded inreported within the quarter ended September 30. 2017.aerospace coatings business within the Performance Coatings reportable business segment.
Dexmet Corporation
On May 10, 2018, management,August 14, 2019, PPG completed the acquisition of Dexmet Corporation, a specialty materials manufacturer. Dexmet Corporation specializes in consultation withcustomized, highly-engineered, expanded and perforated metal foils and polymers used for structural applications. The pro-forma impact on PPG's sales and results of operations, including the Audit Committee and the Company’s independent registered public accounting firm, PwC, concludedpro-forma effect of events that the Company’s consolidated financial statements for the year ended December 31, 2017 included in the Original Filing and the related report of PwC, and for the quarterly and year-to-date periods in 2017, should no longer be relied upon because of certain misstatements contained in those financial statements.
The investigation identified the following items with respectare directly attributable to the year ended December 31, 2016: (1) improper classification inacquisition, was not significant. The results of this business since the consolidated statementdate of incomeacquisition have been reported within the aerospace coatings business within the Performance Coatings reportable business segment.
Hemmelrath
On April 16, 2019, PPG completed the acquisition of Hemmelrath, an automotive coatings manufacturer. Hemmelrath is a global manufacturer of coatings for automotive original equipment manufacturers ("OEMs"). The pro-forma impact on PPG's sales and results of operations, including the releasepro-forma effect of a reserve relatedevents that are directly attributable to the Company’s 2015acquisition, was not significant. The results of this business restructuring program insince the amountdate of $3.4 million and (2) an improper reduction in the payout assumption for certain performance-based restricted stock units that had the impact of recognizing a $6.8 million reduction in stock-based compensation expense in the fourth quarter of 2016. In the first quarter of 2017, the payout assumption for these same performance-based restricted stock units was increased, resulting in $6.8 million of stock-based compensation expense in the first quarter of 2017 that would notacquisition have been recorded ifreported within the payout assumption had not been reduced inautomotive OEM coatings business within the fourth quarter of 2016.Industrial Coatings reportable business segment.
Whitford Worldwide Company
On June 27, 2018, management,March 1, 2019, PPG completed the acquisition of Whitford Worldwide Company ("Whitford"), a global manufacturer that specializes in consultation with the Audit Committeelow-friction and PwC, concluded that the Company’s consolidated financial statementsnonstick coatings for the year ended December 31, 2016 included in the Original Filingindustrial applications and the related report of PwC, and for the final quarterly and year-to-date period in 2016, should no longer be relied upon because of certain misstatements contained in those financial statements.
On June 27, 2018, the Audit Committee determined that its investigation was complete, and authorized the filing of our restated audited consolidated financial statements for the years ended December 31, 2017 and 2016 and certain quarterly periods within those fiscal years in order to correct our previously issued financial statements.
Impact of the Restatement
Annual
As a result of the restatement, reported net income from continuing operations was decreased by $2 million, or $0.01 per diluted share, and income from discontinued operations, net of tax, was increased by $5 million, or $0.02 per diluted share, for the year ended December 31, 2017. Reported net income from continuing operations decreased by $4 million, or $0.01 per diluted share, and there was no impact to income from discontinued operations, net of tax, for the year ended December 31, 2016.
consumer products. Whitford operates 10 manufacturing facilities globally. The categories of misstatements and theirpro-forma impact on previouslyPPG's sales and results of operations, including the pro-forma effect of events that are directly attributable to the acquisition, was not significant. The results of this business since the date of acquisition have been reported consolidated financial statements forwithin the 2017 and 2016 annual periods are described below:
The Company did not properly recognize expense associated with certain customer rebates, resulting in a misstatement of Net sales in 2017. The misstatement overstated previously reported Income before taxes by $1.8 million forindustrial coatings business within the year ended December 31, 2017.Industrial Coatings reportable business segment.
| |
(b) | Classification of Continuing Operations and Discontinued Operations |
Certain items of income related to PPG’s former Glass segment were inappropriately recorded in continuing operations rather than in discontinued operations. The misstatements overstated previously reported Income before income taxes from continuing operations by $7.2 million for the year ended December 31, 2017. The misstatement understated previously recorded Income from discontinued operations, net of tax, by $4.5 million for the year ended December 31, 2017.SEM Products, Inc.
| |
(c) | Stock-Based Compensation |
In the fourth quarter of 2016,2018, PPG completed the Company improperly reducedacquisition of SEM Products, Inc., a U.S.-based manufacturer of specialized automotive refinish products (“SEM”). SEM is a leading manufacturer of repair and refinish products used primarily for automotive and other transportation applications. The pro-forma impact on PPG's sales and results of operations, including the payout assumption for the 2015 grant of performance-based restricted stock units from 150% to 100%, which had thepro-forma effect of reducing stock-based compensation expense inevents that period by $6.8 million. In the first quarter of 2017, the Company increased the payout assumption for these same restricted stock units from 100% back to 150%. These improper changesare directly attributable to the payout assumption for these restricted stock units resulted in a misstatementacquisition, was not significant. The results of stock-based compensation expense in both 2016 and 2017. (See Note 18, “Stock-Based Compensation (As Restated),” for further information concerningthis business since the Company’s accounting for Restricted Stock Units.) The misstatements overstated previously reported Income before income taxes by $6.8 million for the year ended December 31, 2016 and understated previously reported Income before income taxes by $6.8 million for the year ended December 31, 2017.
54 2017 PPG ANNUAL REPORT AND 10-K/A
Notes to the Consolidated Financial Statements
In 2017, the Company failed to appropriately update the discount rate used to calculate a long-term environmental remediation reserve, which had the effectdate of understating Other expense by $0.5 million. The misstatement overstated previously reported Income before taxes by $0.5 million for the year ended December 31, 2017.
| |
(e) | Classification of Business Restructuring Expense |
The Company misclassified the release of the unused portion of the reserve related to the 2015 business restructuring program in 2016 of $3.4 million. The income associated with the release of the reserve was classified as Other income rather than as a reduction to Business restructuring in the Consolidated Statement of Income. The misclassification had no impact on Income before taxes.
Adjustments related to the income tax effects of other restatement adjustments noted above.
The financial statements included in this Form 10-K/Aacquisition have been restated to reflect the adjustments described above. The tables below summarize the effects of the restatement on PPG’s Consolidated Statements of Income for the years ended December 31, 2017 and 2016, Consolidated Statements of Comprehensive Income for the years ended December 31, 2017 and 2016, and Consolidated Balance Sheets at December 31, 2017 and 2016.
In addition to the restatement of the financial statements, certain informationreported within the following notes toautomotive refinish coatings business within the financial statements and financial statement schedule has been restated to reflect the corrections of misstatements discussed above as well as to add disclosure language as appropriate:Performance Coatings reportable business segment.
Note 3. Acquisitions and Divestitures
Note 4. Working Capital Detail
Note 8. Business Restructuring
Note 11. Earnings Per Common Share
Note 12. Income Taxes
Note 17. Other Income
Note 18. Stock-Based Compensation
Note 20. Reportable Business Segment Information
Additionally, see Note 19 “Quarterly Financial Information (unaudited) (As Restated)” for the Condensed Consolidated financial statements and notes to the condensed consolidated financial statements (unaudited) as well as tables that summarize the effects of the restatement on the Condensed Consolidated Statements of Income, Condensed Consolidated Statements of Comprehensive Income and Condensed Consolidated Balance Sheets for the appropriate quarterly periods within 2017 and 2016.
2017 PPG ANNUAL REPORT AND FORM 10-K/A 55
Notes to the Consolidated Financial Statements
Summary of Restatement - Consolidated Statement of Income
|
| | | | | | | | | | | | | |
| | For the Year Ended December 31, 2017 |
| ($ in millions, except per share amounts) | As Previously Reported | | Restatement Adjustment | | Reference | | As Restated |
| Net sales |
| $14,750 |
| |
| ($2 | ) | | (a) | |
| $14,748 |
|
| Cost of sales, exclusive of depreciation and amortization | 8,204 |
| | 3 |
| | (b) | | 8,207 |
|
| Selling, general and administrative | 3,570 |
| | (6 | ) | | (c) | | 3,564 |
|
| Other charges | 64 |
| | — |
| | (d) | | 64 |
|
| Other income | (154 | ) | | 4 |
| | (b) | | (150 | ) |
| | | | | | | | |
| Income before income taxes |
| $2,008 |
| |
| ($3 | ) | | | |
| $2,005 |
|
| Income tax expense | 616 |
| | (1 | ) | | (f) | | 615 |
|
| Income from continuing operations |
| $1,392 |
| |
| ($2 | ) | | | |
| $1,390 |
|
| Income from discontinued operations, net of tax | 220 |
| | 5 |
| | (b) | | 225 |
|
| Net income attributable to the controlling and noncontrolling interests |
| $1,612 |
| |
| $3 |
| | | |
| $1,615 |
|
| Less: net income attributable to noncontrolling interests | 21 |
| | — |
| | | | 21 |
|
| Net income (attributable to PPG) |
| $1,591 |
| |
| $3 |
| | | |
| $1,594 |
|
| Amounts Attributable to PPG | | | | | | | |
| Continuing operations |
| $1,371 |
| |
| ($2 | ) | | | |
| $1,369 |
|
| Discontinued operations | 220 |
| | 5 |
| | | | 225 |
|
| Net income |
| $1,591 |
| |
| $3 |
| | | |
| $1,594 |
|
| Earnings per common share | | | | | | | |
| Continuing operations |
| $5.35 |
| |
| ($0.01 | ) | | | |
| $5.34 |
|
| Discontinued operations | 0.86 |
| | 0.02 |
| | | | 0.88 |
|
| Net income (attributable to PPG) |
| $6.21 |
| |
| $0.01 |
| | | |
| $6.22 |
|
| Earnings per common share - assuming dilution | | | | | | | |
| Continuing operations |
| $5.32 |
| |
| ($0.01 | ) | | | |
| $5.31 |
|
| Discontinued operations | 0.85 |
| | 0.02 |
| | | | 0.87 |
|
| Net income (attributable to PPG) |
| $6.17 |
| |
| $0.01 |
| | | |
| $6.18 |
|
56 2017 PPG ANNUAL REPORT AND 10-K/A
Notes to the Consolidated Financial Statements
|
| | | | | | | | | | | | | |
| | For the Year Ended December 31, 2016 |
| ($ in millions, except per share amounts) | As Previously Reported | | Restatement Adjustment | | Reference | | As Restated |
| Selling, general and administrative |
| $3,581 |
| |
| $7 |
| | (c) | |
| $3,588 |
|
| Business restructuring | 195 |
| | (4 | ) | | (e) | | 191 |
|
| Other income | (131 | ) | | 4 |
| | (e) | | (127 | ) |
| Income before income taxes |
| $786 |
| |
| ($7 | ) | | | |
| $779 |
|
| Income tax expense | 217 |
| | (3 | ) | | (f) | | 214 |
|
| Income from continuing operations |
| $569 |
| |
| ($4 | ) | | | |
| $565 |
|
| Income from discontinued operations, net of tax | 330 |
| | — |
| | | | 330 |
|
| Net income attributable to the controlling and noncontrolling interests |
| $899 |
| |
| ($4 | ) | | | |
| $895 |
|
| Less: net income attributable to noncontrolling interests | 22 |
| | — |
| | | | 22 |
|
| Net income (attributable to PPG) |
| $877 |
| |
| ($4 | ) | | | |
| $873 |
|
| Amounts Attributable to PPG | | | | | | | |
| Continuing operations |
| $547 |
| |
| ($4 | ) | | | |
| $543 |
|
| Discontinued operations | 330 |
| | — |
| | | | 330 |
|
| Net income |
| $877 |
| |
| ($4 | ) | | | |
| $873 |
|
| Earnings per common share | | | | | | | |
| Continuing operations |
| $2.06 |
| |
| ($0.01 | ) | | | |
| $2.05 |
|
| Discontinued operations | 1.24 |
| | — |
| | | | 1.24 |
|
| Net income (attributable to PPG) |
| $3.30 |
| |
| ($0.01 | ) | | | |
| $3.29 |
|
| Earnings per common share - assuming dilution | | | | | | | |
| Continuing operations |
| $2.05 |
| |
| ($0.01 | ) | | | |
| $2.04 |
|
| Discontinued operations | 1.23 |
| | — |
| | | | 1.23 |
|
| Net income (attributable to PPG) |
| $3.28 |
| |
| ($0.01 | ) | | | |
| $3.27 |
|
Summary of Restatement - Consolidated Statement of Comprehensive Income
|
| | | | | | | | | | | | | | |
| | | For the Year Ended December 31, 2017 |
| ($ in millions) | As Previously Reported | | Restatement Adjustment | | Reference | | As Restated |
| Net income attributable to the controlling and noncontrolling interests |
| $1,612 |
| |
| $3 |
| | (a),(b),(c),(d),(f) | |
| $1,615 |
|
| | Unrealized foreign currency translation gains/(losses) | 248 |
| | — |
| | | | 248 |
|
| | Defined benefit pension and other postretirement benefit adjustments | 78 |
| | — |
| | | | 78 |
|
| | Unrealized (losses)/gains – derivative financial instruments | (10 | ) | | — |
| | | | (10 | ) |
| Other comprehensive income/(loss), net of tax | 316 |
| | — |
| | | | 316 |
|
| Total comprehensive income |
| $1,928 |
| |
| $3 |
| | | |
| $1,931 |
|
| Less: amounts attributable to noncontrolling interests: | | | | | | |
|
| | Net income | (21 | ) | | — |
| | | | (21 | ) |
| | Unrealized foreign currency translation (losses)/gains | (17 | ) | | — |
| | | | (17 | ) |
| Comprehensive income attributable to PPG |
| $1,890 |
| |
| $3 |
| | | |
| $1,893 |
|
2017 PPG ANNUAL REPORT AND FORM 10-K/A 57
Notes to the Consolidated Financial Statements
|
| | | | | | | | | | | | | | |
| | | For the Year Ended December 31, 2016 |
| ($ in millions) | As Previously Reported | | Restatement Adjustment | | Reference | | As Restated |
| Net income attributable to the controlling and noncontrolling interests |
| $899 |
| |
| ($4 | ) | | (c),(f) | |
| $895 |
|
| | Unrealized foreign currency translation gains/(losses) | (476 | ) | | — |
| | | | (476 | ) |
| | Defined benefit pension and other postretirement benefit adjustments | 808 |
| | — |
| | | | 808 |
|
| | Unrealized (losses)/gains – derivative financial instruments | 4 |
| | — |
| | | | 4 |
|
| Other comprehensive income/(loss), net of tax | 336 |
| | — |
| | | | 336 |
|
| Total comprehensive income |
| $1,235 |
| |
| ($4 | ) | | | |
| $1,231 |
|
| Less: amounts attributable to noncontrolling interests: | | | | | | | |
| | Net income | (22 | ) | | — |
| | | | (22 | ) |
| | Unrealized foreign currency translation (losses)/gains | 10 |
| | — |
| | | | 10 |
|
| Comprehensive income attributable to PPG |
| $1,223 |
| |
| ($4 | ) | | | |
| $1,219 |
|
Summary of Restatement - Consolidated Balance Sheet
|
| | | | | | | | | | | | | |
| | As of December 31, 2017 |
| ($ in millions) | As Previously Reported | | Restatement Adjustment | | Reference | | As Restated |
| Liabilities and Shareholder’s Equity | | | | | | |
|
|
| Accounts payable and accrued liabilities |
| $3,780 |
| |
| $1 |
| | (a),(d),(f) | |
| $3,781 |
|
| Total current liabilities | 3,894 |
| | 1 |
| | | | 3,895 |
|
| Total liabilities | 10,865 |
| | 1 |
| |
| | 10,866 |
|
| Retained earnings | 17,141 |
| | (1 | ) | | | | 17,140 |
|
| Total PPG shareholders’ equity | 5,558 |
| | (1 | ) | |
| | 5,557 |
|
| Noncontrolling interests | 115 |
| | — |
| | | | 115 |
|
| Total shareholders’ equity | 5,673 |
| | (1 | ) | | | | 5,672 |
|
| Total liabilities and shareholder’s equity |
| $16,538 |
| |
| $— |
| |
| |
| $16,538 |
|
|
| | | | | | | | | | | | | |
| | As of December 31, 2016 |
| ($ in millions) | As Previously Reported | | Restatement Adjustment | | Reference | | As Restated |
| Assets | | | | | | | |
| Deferred income taxes |
| $184 |
| |
| $2 |
| | (f) | |
| $186 |
|
| Total Assets | 15,769 |
| | 2 |
| | | | 15,771 |
|
| Liabilities and Shareholder’s Equity | | | | | | | |
| Additional paid-in capital | 701 |
| | 6 |
| | (c) | | 707 |
|
| Retained earnings | 15,984 |
| | (4 | ) | | | | 15,980 |
|
| Total PPG shareholders’ equity | 4,826 |
| | 2 |
| |
| | 4,828 |
|
| Noncontrolling interests | 87 |
| | | | | | 87 |
|
| Total shareholders’ equity | 4,913 |
| | | | | | 4,915 |
|
| Total liabilities and shareholder’s equity |
| $15,769 |
| |
| $2 |
| |
| |
| $15,771 |
|
Summary of Restatement - Consolidated Statement of Cash Flows
There was no net impact of the 2017 and 2016 restatement adjustments on net cash provided by operating activities, net cash provided by investing activities or net cash used in financing activities in the Consolidated Statement of Cash Flows. The adjustments only had an impact on certain captions within cash from operating activities.
58 2017 PPG ANNUAL REPORT AND 10-K/A
Notes to the Consolidated Financial Statements
3. Acquisitions and Divestitures (As Restated)
Acquisitions
The Crown Group
On October 2, 2017, PPG acquired The Crown Group (“Crown”), a U.S.-based coatings application services business, which is reported as part of PPG's Industrial Coatings reportable segment.business. Crown is one of the leading component and product finishers in North America. Crown applies coatings to customers’ manufactured parts and assembled products at 11several U.S. sites. Most of Crown’s facilities, which also provide assembly, warehousing and sequencing services, are located at customer facilities or positioned near customer manufacturing sites. The company serves manufacturers in the automotive, agriculture, construction, heavy truck and alternative energy industries. Crown has annualThe pro-forma impact on PPG's sales and results of approximately $125 million.operations, including the pro-forma effect of events that are directly attributable to the acquisition, was not significant. The results of this business since the date of acquisition have been reported within the industrial coatings business within the Industrial Coatings reportable business segment.
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 three year anniversary of the separation, CPDC had the option to sell its 40% ownership interest in TCI to Axiall for $100 million. In turn, Axiall had a right to designate PPG as its designee to purchase the 40% ownership interest of CPDC. In April 2016, Axiall announced that CPDC had decided to sell its ownership interest in TCI to Axiall. In June 2016, Axiall formally designated PPG to purchase the 40% ownership interest in TCI. In August 2016, Westlake Chemical Corporation acquired Axiall, which became a wholly-owned subsidiary of Westlake. OnIn April 11, 2017, PPG finalized its purchase
2019 PPG ANNUAL REPORT AND FORM 10-K 47
Notes to the Consolidated Financial Statements
of CPDC’s 40% ownership interest in TCI. The difference between the acquisition date fair value and the purchase price of PPG’s 40% ownership interest in TCI has been recorded as a loss in discontinued operations during the year-ended December 31, 2017.
MetoKote Corporation
In July 2016, PPG completed the acquisition of MetoKote Corporation ("MetoKote"), a U.S.-based coatings application services business. MetoKote applies coatings to customers' manufactured parts and assembled products. It operates on-site coatings services within several customer manufacturing locations, PPG’s ownership in TCI is accounted for as well as at regional service centers, located throughout the U.S., Canada, Mexico, the United Kingdom, Germany, Hungaryan equity method investment and the Czech Republic. Customers ship parts to MetoKote service centers where theyrelated equity earnings are treated to enhance paint adhesion and painted with electrocoat, powder or liquid coatings technologies. Coated parts are then shipped to the customer’s next stage of assembly. MetoKote coats an average of more than 1.5 million parts per day.
The following table summarizes the estimated fair value of assets acquired and liabilities assumed as reflectedreported within Other income in the final purchase price allocation for MetoKote.
|
| | | |
($ in millions) | |
Current assets |
| $38 |
|
Property, plant, and equipment | 73 |
|
Identifiable intangible assets with finite lives | 86 |
|
Goodwill | 166 |
|
Deferredconsolidated statement of income taxes (a)
| (12 | ) |
Total assets |
| $351 |
|
Current liabilities | (23 | ) |
Other long-term liabilities | (22 | ) |
Total liabilities |
| ($45 | ) |
Total purchase price, net of cash acquired |
| $306 |
|
| |
(a) | The net deferred income tax liability is included in assets due to the Company's tax jurisdictional netting. |
The pro-forma impact on PPG's sales and results of operations, including the pro forma effect of events that are directly attributable to the acquisition, was not significant. While calculating this impact, no cost savings or operating synergies that may result from the acquisition were included. Since the acquisition, the results of this acquired business comprise the coatings services operating segment, included within the Industrial Coatings reportable segment.
2017 PPG ANNUAL REPORT AND FORM 10-K/A 59
Notes to the Consolidated Financial Statements
in Legacy in Note 21, “Reportable Business Segment Information.”
Other Acquisitions
In 2017, 2016,2019, 2018, and 2015,2017, the Company completed several smaller business acquisitions. The total consideration paid for these acquisitions, net of cash acquired, debt assumed and other post closing adjustments, was $74$9 million, $43$108 million and $371$74 million, respectively.
In January 2018, PPG acquired ProCoatings, a leading architectural paint and coatings wholesaler located in The Netherlands. ProCoatings, established in 2001, distributes a large portfolio of well-known professional paint brands through its network of 2327 multi-brand stores. The results of this business since the date of acquisition have been reported within the architectural coatings - Europe Middle East and Africa (“EMEA”) business within the Performance Coatings reportable business segment.
In January 2017, PPG acquired certain assets of automotive refinish coatings company employs nearly 100 people.Futian Xinshi (“Futian”), based in the Guangdong province of China. Futian distributes its products in China through a network of more than 200 distributors.
In January 2017, PPG completed the acquisition of DEUTEK S.A., a leading Romanian paint and architectural coatings manufacturer, from the Emerging Europe Accession Fund. DEUTEK, established in 1993, manufactures and markets a large portfolio of well-known professional and consumer paint brands, including OSKAR and Danke!. The company’s products are sold in more than 120 do-it-yourself stores and 3,500 independent retail outlets in Romania.
Divestitures
Glass Segment (As Restated)
In 2017, PPG completed a multi-year strategic shift in the Company's business portfolio, resulting in the exit of all glass operations which consisted of the global fiber glass business, PPG's ownership interest in two Asian fiber glass joint ventures and the flat glass business. Accordingly, the results of operations, including the gains on the divestitures, and cash flows have been recast as discontinued operations for all periods presented. PPG now has two2 reportable business segments.
The net sales and income from discontinued operations related to the former Glass segment for the three years ended December 31, 2017, 2016,2019, 2018, and 20152017 were as follows: | | | ($ in millions) | 2017 |
| 2016 |
| 2015 |
| 2019 |
| 2018 |
| 2017 |
|
| | As Restated |
| | |
| Net sales |
| $217 |
|
| $908 |
|
| $1,089 |
|
| $— |
|
| $— |
|
| $217 |
|
| Income from operations |
| $30 |
|
| $111 |
|
| $137 |
|
| $3 |
|
| $21 |
|
| $30 |
|
| Net gains on the divestitures of businesses | 343 |
| 421 |
| — |
| — |
| — |
| 343 |
|
| Income tax expense | 140 |
| 202 |
| 42 |
| 1 |
| 5 |
| 140 |
|
| Income from discontinued operations, net of tax |
| $233 |
|
| $330 |
|
| $95 |
|
| $2 |
|
| $16 |
|
| $233 |
|
During 2018, PPG released $13 million of previously recorded accruals and contingencies established in conjunction with the divestitures of businesses within the former Glass segment as a result of completed actions, new information and updated estimates. Also during 2018, PPG made a final payment of $20 million to Vitro S.A.B. de C.V related to the transfer of certain pension obligations upon the sale of the former flat glass business.
North American Fiber Glass Business
On September 1, 2017, PPG completed the sale of its North American fiber glass business to Nippon Electric Glass Co. Ltd. (“NEG”). Cash proceeds from the sale were $541 million, resulting in a pre-taxpretax gain of $343 million, net of certain accruals and contingencies established in conjunction with the divestiture.
PPG’s fiber glass operations included manufacturing facilities in Chester, South Carolina, and Lexington and Shelby, North Carolina; and administrative and research-and-development operations in Shelby and in Harmar, Pennsylvania, near Pittsburgh. The business which employed more than 1,000 people and had net sales of approximately $350 million in 2016, supplies the transportation, energy, infrastructure and consumer markets.
The Company's December 31, 2016 consolidated balance sheet has been recast to present the assets and liabilities of the North American fiber glass business as held for sale. The major classes of assets and liabilities of the Glass segment included in the PPG consolidated balance sheet at December 31, 2016 were as follows:
|
| | | |
($ in millions) | December 31, 2016 |
|
Receivables. net |
| $38 |
|
Inventory | 32 |
|
Other current assets | 1 |
|
Property, plant, and equipment, net | 151 |
|
Deferred income taxes (a)
| (30 | ) |
Other non-current assets | 1 |
|
Assets held for sale |
| $193 |
|
Accounts payable and accrued liabilities | 52 |
|
Long-term liabilities | 12 |
|
Liabilities held for sale |
| $64 |
|
| |
(a) | The net deferred income tax liability is included in assets held for sale due to the Company's tax jurisdictional netting. |
60 2017 PPG ANNUAL REPORT AND 10-K/A
Notes to the Consolidated Financial Statements
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. PPG received approximately $740 million in cash proceeds and recorded a pre-tax gain of $421 million on the sale. Under the terms of the agreement, PPG divested its entire flat glass manufacturing and glass coatings operations, including production sites located in Fresno, California; Salem, Oregon; Carlisle, Pennsylvania; and Wichita Falls, Texas; four distribution/fabrication facilities located across Canada; and a research-and-development center located in Harmar, Pennsylvania. PPG’s flat glass business included approximately 1,200 employees. The business manufactures glass that is fabricated into products used primarily in commercial and residential construction.
European Fiber Glass Business
In October 2016, PPG completed the sale of its European fiber glass business to glass manufacturer NEG. PPG recorded a pre-tax loss of $42 million, consisting predominately of a $46 million pension settlement charge. The European fiber glass business manufactures reinforcement materials for thermoset and thermoplastic composite applications for the transportation, energy, infrastructure and consumer markets. Manufacturing facilities in Hoogezand, Netherlands, and Wigan, England, and a research and development facility in Hoogezand were included in the transaction.
PFG Fiber Glass Joint Ventures
In November 2016, PPG sold its 50% ownership interests in its two PFG fiber glass joint ventures to its joint venture partner Nan Ya Plastics Corporation (“Nan Ya”). Nan Ya is affiliated with Taiwan-based Formosa Plastics Group. The PFG fiber glass joint ventures supply electronic yarn fibers used in integrated electronic circuit boards and fiber glass reinforcement products for automotive applications. PPG recorded a net pre-tax gain of $36 million on the sale.
Other Divestitures
Plaka Business
In June 2017, PPG completed the sale of the assets of its Mexico-based Plaka plasterboard and cement-board business to Knauf International GmbH and recorded a $25 million pre-taxpretax gain on the sale. The Company's consolidated balance sheet presents the assets and liabilities of the Plaka business as held for sale as of December 31, 2016.
Pittsburgh Glass Works
In April 2016, PPG sold its minority ownership interest in Pittsburgh Glass Works LLC ("PGW") to LKQ Corporation concurrent with the majority partner’s sale of its ownership interest. PPG recorded a pre-tax gain on the sale of $20 million. PPG accounted for its interest in PGW under the equity method of accounting. PPG’s share of net earnings from PGW are reported in “Other income” in the Consolidated Statement of Income for all periods presented and have not been reclassified as discontinued operations, as the divestiture of PGW does not represent a strategic shift in PPG’s operations and PGW did not have a major impact on PPG's ongoing results of operations.
201748 2019 PPG ANNUAL REPORT AND FORM 10-K/A 6110-K
Notes to the Consolidated Financial Statements
4. 4. Working Capital Detail (As Restated)
| | | ($ in millions) | ($ in millions) | 2017 |
| | 2016 |
| ($ in millions) | 2019 |
| | 2018 |
|
| | As Restated |
| | | |
| Receivables | Receivables | | | | Receivables | | | |
| | Trade - net(1) |
| $2,559 |
| |
| $2,288 |
| Trade - net(1) |
| $2,479 |
| |
| $2,505 |
|
| | Equity affiliates | 5 |
| | 2 |
| Equity affiliates | 3 |
| | 4 |
|
| | Other - net | 339 |
| | 364 |
| Other - net | 274 |
| | 336 |
|
| | Total |
| $2,903 |
| |
| $2,654 |
| Total |
| $2,756 |
| |
| $2,845 |
|
Inventories(2) | Inventories(2) | | | | Inventories(2) | | | |
| | Finished products |
| $1,083 |
| |
| $947 |
| Finished products |
| $1,047 |
| |
| $1,105 |
|
| | Work in process | 177 |
| | 165 |
| Work in process | 197 |
| | 193 |
|
| | Raw materials | 437 |
| | 370 |
| Raw materials | 431 |
| | 452 |
|
| | Supplies | 33 |
| | 32 |
| Supplies | 35 |
| | 33 |
|
| | Total |
| $1,730 |
| |
| $1,514 |
| Total |
| $1,710 |
| |
| $1,783 |
|
| Accounts payable and accrued liabilities | Accounts payable and accrued liabilities | | | | Accounts payable and accrued liabilities | | | |
| | Trade |
| $2,321 |
| |
| $1,907 |
| Trade |
| $2,098 |
| |
| $2,177 |
|
| | Accrued payroll | 441 |
| | 443 |
| Accrued payroll | 455 |
| | 424 |
|
| | Customer rebates | 261 |
| | 235 |
| Customer rebates | 280 |
| | 283 |
|
| | Other postretirement and pension benefits | 78 |
| | 124 |
| Other postretirement and pension benefits | 85 |
| | 80 |
|
| | Income taxes | 100 |
| | 94 |
| Income taxes | 46 |
| | 112 |
|
| | Other | 580 |
| | 657 |
| Other | 532 |
| | 547 |
|
| | Total |
| $3,781 |
| |
| $3,460 |
| Total |
| $3,496 |
| |
| $3,623 |
|
| |
| (1) | Allowance for Doubtful Accountsdoubtful accounts was $25$22 million and $36$24 million as of December 31, 20172019 and 2016,2018, respectively. |
| |
| (2) | Inventories valued using the LIFO method of inventory valuation comprised 34% and 38%36% of total gross inventory values as of December 31, 20172019 and 2016,2018, respectively. If the FIFO method of inventory valuation had been used, inventories would have been $103$124 million and $106$113 million higher as of December 31, 20172019 and 2016,2018, respectively. During the years ended December 31, 20172019 and 2016,2018, certain inventories accounted for on the LIFO method of accounting were reduced, which resulted in the liquidation of certain quantities carried at costs prevailing in prior years. The effect on Income before income from continuing operationstaxes was zero and income of $1 million and $2 million for the years ended December 31, 20172019 and 2016,2018, respectively. |
5. 5. Property, Plant and Equipment
|
| | | | | | | | | | |
| ($ in millions) | Useful Lives (years) | | 2017 |
| | 2016 |
|
| | Land and land improvements | 1-30 | |
| $487 |
| |
| $451 |
|
| | Buildings | 20-40 | | 1,488 |
| | 1,324 |
|
| | Machinery and equipment | 5-25 | | 3,432 |
| | 3,076 |
|
| | Other | 3-20 | | 958 |
| | 774 |
|
| | Construction in progress | | | 229 |
| | 380 |
|
| | Total(1) | | |
| $6,594 |
| |
| $6,005 |
|
| | Less: accumulated depreciation | | | 3,770 |
| | 3,397 |
|
| | Net | | |
| $2,824 |
| |
| $2,608 |
|
|
| | | | | | | | | |
| ($ in millions) | Useful Lives (years) | | 2019 |
| | 2018 |
|
| Land and land improvements | 1-30 | |
| $511 |
| |
| $489 |
|
| Buildings | 20-40 | | 1,573 |
| | 1,472 |
|
| Machinery and equipment | 5-25 | | 3,575 |
| | 3,387 |
|
| Other | 3-20 | | 1,092 |
| | 989 |
|
| Construction in progress | | | 314 |
| | 296 |
|
Total(1) | | |
| $7,065 |
| |
| $6,633 |
|
| Less: accumulated depreciation | | | 4,082 |
| | 3,828 |
|
| Net | | |
| $2,983 |
| |
| $2,805 |
|
| |
| (1) | Interest capitalized in 2019, 2018 and 2017 2016 and 2015 was $7$6 million, $8$4 million and $9$7 million, respectively. |
6. 6. Investments
|
| | | | | | | |
| ($ in millions) | 2019 |
| | 2018 |
|
| Investments in equity affiliates |
| $129 |
| |
| $132 |
|
| Marketable equity securities (See Note 10) | 80 |
| | 69 |
|
| Other | 49 |
| | 50 |
|
| Total |
| $258 |
| |
| $251 |
|
|
| | | | | | | |
| ($ in millions) | 2017 |
| | 2016 |
|
| Investments in equity affiliates |
| $135 |
| |
| $46 |
|
| Marketable equity securities - Trading (See Note 9) | 79 |
| | 78 |
|
| Other | 54 |
| | 55 |
|
| Total |
| $268 |
| |
| $179 |
|
The Company’s investmentsInvestments in equity affiliates are comprised principally of 50%represent PPG’s ownership interests in a number of joint venturesentities between 20% and 50% that manufacture and sell coatings.coatings and certain chemicals. In 2017, PPG purchased a 40% ownership interest in TCI. Refer to Note 3 “Acquisitions, “Acquisitions and Divestitures”Divestitures” for additional information.
62 2017 PPG ANNUAL REPORT AND 10-K/A
Notes to the Consolidated Financial Statements
PPG’s share of undistributed net earnings of equity affiliates was $12 million and $7$11 million as of December 31, 20172019 and December 31, 2016, respectively.2018. Dividends received from equity affiliates were $15 million, $15 million and $8 million $7 millionin 2019, 2018 and $77 million in 2017, 2016 and 2015, respectively.
2019 PPG ANNUAL REPORT AND FORM 10-K 49
7. Notes to the Consolidated Financial Statements
7. Goodwill and Other Identifiable Intangible Assets
|
| | | | | | | | | |
| Goodwill |
| ($ in millions) | Performance Coatings |
| Industrial Coatings |
| Total |
|
| January 1, 2018 |
| $3,104 |
|
| $838 |
|
| $3,942 |
|
| Acquisitions, including purchase accounting adjustments | 248 |
| (13 | ) | 235 |
|
| Foreign currency impact | (86 | ) | (21 | ) | (107 | ) |
| December 31, 2018 |
| $3,266 |
|
| $804 |
|
| $4,070 |
|
| Acquisitions, including purchase accounting adjustments | 166 |
| 230 |
| 396 |
|
| Foreign currency impact | 10 |
| (6 | ) | 4 |
|
| December 31, 2019 |
| $3,442 |
|
| $1,028 |
|
| $4,470 |
|
|
| | | | | | | | | |
| Goodwill |
| ($ in millions) | Performance Coatings |
| Industrial Coatings |
| Total |
|
| January 1, 2016 |
| $3,073 |
|
| $552 |
|
| $3,625 |
|
| Acquisitions | 6 |
| 168 |
| 174 |
|
| Foreign currency translation | (209 | ) | (18 | ) | (227 | ) |
| December 31, 2016 |
| $2,870 |
|
| $702 |
|
| $3,572 |
|
| Acquisitions | 23 |
| 89 |
| 112 |
|
| Foreign currency translation | 211 |
| 47 |
| 258 |
|
| December 31, 2017 |
| $3,104 |
|
| $838 |
|
| $3,942 |
|
|
| | | | | | | | | | | | | | | | | | | |
| Identifiable Intangible Assets |
| | December 31, 2019 | | December 31, 2018 |
| ($ in millions) | Gross Carrying Amount |
| Accumulated Amortization |
| Net |
| | Gross Carrying Amount |
| Accumulated Amortization |
| Net |
|
| Indefinite-Lived Identifiable Intangible Assets |
| Trademarks |
| $1,167 |
|
| $— |
|
| $1,167 |
| |
| $1,140 |
|
| $— |
|
| $1,140 |
|
| Definite-Lived Identifiable Intangible Assets | | | | | | | |
| Acquired technology |
| $710 |
|
| ($549 | ) |
| $161 |
| |
| $648 |
|
| ($515 | ) |
| $133 |
|
| Customer-related | 1,578 |
| (885 | ) | 693 |
| | 1,396 |
| (798 | ) | 598 |
|
| Trade names | 210 |
| (111 | ) | 99 |
| | 190 |
| (96 | ) | 94 |
|
| Other | 51 |
| (40 | ) | 11 |
| | 44 |
| (37 | ) | 7 |
|
| Total Definite Lived Intangible Assets |
| $2,549 |
|
| ($1,585 | ) |
| $964 |
| |
| $2,278 |
|
| ($1,446 | ) |
| $832 |
|
| Total Identifiable Intangible Assets |
| $3,716 |
|
| ($1,585 | ) |
| $2,131 |
| |
| $3,418 |
|
| ($1,446 | ) |
| $1,972 |
|
|
| | | | | | | | | | | | | | | | | | | |
| Identifiable Intangible Assets |
| | December 31, 2017 | | December 31, 2016 |
| ($ in millions) | Gross Carrying Amount |
| Accumulated Amortization |
| Net |
| | Gross Carrying Amount |
| Accumulated Amortization |
| Net |
|
| Indefinite-Lived Identifiable Intangible Assets | | | | | | | |
| Trademarks |
| $1,158 |
|
| $— |
|
| $1,158 |
| |
| $1,107 |
|
| $— |
|
| $1,107 |
|
| Definite-Lived Identifiable Intangible Assets | | | | | | | |
| Acquired technology |
| $613 |
|
| ($489 | ) |
| $124 |
| |
| $587 |
|
| ($446 | ) |
| $141 |
|
| Customer-related | 1,437 |
| (762 | ) | 675 |
| | 1,272 |
| (618 | ) | 654 |
|
| Tradenames | 166 |
| (87 | ) | 79 |
| | 142 |
| (71 | ) | 71 |
|
| Other | 44 |
| (35 | ) | 9 |
| | 38 |
| (28 | ) | 10 |
|
| Total Definite Lived Intangible Assets |
| $2,260 |
|
| ($1,373 | ) |
| $887 |
| |
| $2,039 |
|
| ($1,163 | ) |
| $876 |
|
| Total Identifiable Intangible Assets |
| $3,418 |
|
| ($1,373 | ) |
| $2,045 |
| |
| $3,146 |
|
| ($1,163 | ) |
| $1,983 |
|
The Company’s identifiable intangible assets with definite lives are being amortized over their estimated useful lives. Aggregate amortization expense was $136 million, $143 million and $129 million $121 millionin 2019, 2018 and $132 million in 2017, 2016 and 2015, respectively. |
| | | | | | | | | | | | | | | |
| ($ in millions) | 2020 |
| 2021 |
| 2022 |
| 2023 |
| 2024 |
|
| Estimated future amortization expense |
| $135 |
|
| $120 |
|
| $115 |
|
| $105 |
|
| $85 |
|
|
| | | | | |
| ($ in millions) | 2018 | 2019 | 2020 | 2021 | 2022 |
| Estimated future amortization expense | $125 | $115 | $105 | $100 | $100 |
8. 8. Business Restructuring (As Restated)
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 other cash costs. As a result of these programs, the Company will also incur incremental non-cash accelerated depreciation expense for certain assets due to their reduced expected asset write-downs.life. These charges are not allocated to the Company’s reportable business segments. Refer to Note 21, “Reportable Business Segment Information” for additional information.
2019 Restructuring Program
In December 2016, PPG’s Board of DirectorsJune 2019, the Company approved a business restructuring programplan which includesincluded actions necessary to reduce its global cost structure. The program is focusedthe result of a comprehensive internal operational assessment to identify further opportunities to improve the profitability of the overall business portfolio. This program includes further manufacturing optimization; targeted pruning of low-profit business in certain regions; exiting certain smaller product lines that are not meeting profitability objectives; reorganization of certain business unit cost structures based on the current economic climate; and 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.redundancy actions related to recent acquisitions.
A pre-taxpretax restructuring charge of $191$184 million (as restated) was recorded in December 2016, representing $195PPG's second quarter 2019 financial results. In the third quarter of 2019, additional programs were approved by management and charges of $10 million were recorded in PPG's financial results. These charges represent employee severance and certain other cash costs. The majority of restructuring actions netare expected to be completed by the end of the reversalfourth quarter 2020 with the remainder of the remaining reserve of $4 million related to the 2015 restructuring program that was completed in 2016. Related to the $195 million of new restructuring actions approved in December 2016, approximately $136 million represents employee severance and other cash costs and $59 million is related to the write-down of certain assets held for sale and other non-cash costs. The restructuring actions will result in the net reduction of approximately 1,700 positions, with substantially all actionsexpected to be completed in 2022.
2018 Restructuring Program
In April 2018, the Company approved a business restructuring plan which included actions to reduce its global cost structure. The program was in response to the impacts of customer assortment changes in our U.S. architectural coatings business during the first half of 2018.quarter 2018 and sustained, elevated raw material inflation. The program aims to further right-size employee
201750 2019 PPG ANNUAL REPORT AND FORM 10-K/A 6310-K
Notes to the Consolidated Financial Statements
headcount and production capacity in certain businesses based on product demand, as well as reductions in various global functional and administrative costs.
A pretax restructuring charge of $83 million was recorded in PPG's second quarter 2018 financial results, of which $80 million represented employee severance and other cash costs. The majority of restructuring actions are expected to be completed by the end of the second quarter of 2020.
Other Adjustments
In 2019 and 2018, adjustments were recorded to reduce the remaining restructuring reserves established under previously approved programs to reflect the current estimate of the costs to complete these actions of approximately $18 million and $49 million, respectively. These amounts are recorded in Business restructuring, net in the consolidated statement of income.
The reserve activity for the years ended December 31, 2019 and 2018, was as follows:
|
| | | |
| Restructuring Reserve Activity |
| ($ in millions) | Total Reserve |
|
| December 31, 2017 |
| $102 |
|
| Total 2018 restructuring charge | 83 |
|
| Additional actions approved | 32 |
|
| Release of prior reserves and other adjustments | (49 | ) |
| Cash payments | (66 | ) |
| Foreign currency impact | (4 | ) |
| Other | 12 |
|
| December 31, 2018 |
| $110 |
|
| 2019 restructuring charges | 194 |
|
| Release of prior reserves and other adjustments | (18 | ) |
| Cash payments | (58 | ) |
| Foreign currency impact | (4 | ) |
| December 31, 2019 |
| $224 |
|
2019 PPG ANNUAL REPORT AND FORM 10-K 51
|
| | | | | | | | | | | | | | |
| 2016 Restructuring and Associated Reserve Activity |
| ($ in millions, except no. of employees) | Severance and Other Costs |
| | Asset Write-offs |
| | Total Reserve |
| | Employees Impacted |
|
| Performance Coatings |
| $77 |
| |
| $45 |
| |
| $122 |
| | 1,069 |
|
| Industrial Coatings | 52 |
| | 14 |
| | 66 |
| | 804 |
|
| Corporate | 7 |
| | — |
| | 7 |
| | 85 |
|
| Total 2016 restructuring charge |
| $136 |
| |
| $59 |
| |
| $195 |
| | 1,958 |
|
| 2016 Activity | (6 | ) | | (59 | ) | | (65 | ) | | (40 | ) |
| December 31, 2016 |
| $130 |
| |
| $— |
| |
| $130 |
| | 1,918 |
|
| 2017 Activity | (46 | ) | | — |
| | (46 | ) | | (969 | ) |
| Foreign currency impact | 18 |
| | — |
| | 18 |
| | — |
|
| December 31, 2017 |
| $102 |
| |
| $— |
| |
| $102 |
| | 949 |
|
9. Notes to the Consolidated Financial Statements
9. Borrowings and Lines of Credit
Long-term Debt Obligations |
| | | | | | | | |
| ($ in millions) | Maturity Date | 2019 |
| | 2018 |
|
| 0.00% note (€300) | 2019 |
| $— |
| |
| $343 |
|
| 2.3% notes | 2019 | — |
| | 299 |
|
| 3.6% notes | 2020 | 499 |
| | 498 |
|
9% non-callable debentures(1) | 2021 | 134 |
| | 133 |
|
| 0.875% notes (€600) | 2022 | 671 |
| | 685 |
|
3.2% notes ($300)(2) | 2023 | 298 |
| | 298 |
|
| 2.4% notes ($300) | 2024 | 297 |
| | — |
|
| 0.875% note (€600) | 2025 | 665 |
| | 679 |
|
| 1.4% notes (€600) | 2027 | 665 |
| | 679 |
|
3.75% notes ($700)(3) | 2028 | 695 |
| | 694 |
|
| 2.5% note (€80) | 2029 | 88 |
| | 91 |
|
| 2.8% notes ($300) | 2029 | 297 |
| | — |
|
| 7.70% notes | 2038 | 174 |
| | 174 |
|
| 5.5% notes | 2040 | 247 |
| | 247 |
|
| 3% note (€120) | 2044 | 127 |
| | 131 |
|
| Commercial paper | Various | 100 |
| | — |
|
Various other non-U.S. debt(4) | Various | 38 |
| | 39 |
|
| Finance lease obligations | Various | 11 |
| | 12 |
|
Impact of derivatives on debt(1)(5) | N/A | 36 |
| | 10 |
|
| Total | |
| $5,042 |
| |
| $5,012 |
|
| Less payments due within one year | N/A | 503 |
| | 647 |
|
| Long-term debt | |
| $4,539 |
| |
| $4,365 |
|
|
| | | | | | | | |
| ($ in millions) | Maturity Date | 2017 |
| | 2016 |
|
| 3-year variable rate bank loan (€500) | 2017 |
| $— |
| |
| $526 |
|
| 0.00% note (€300) | 2019 | 358 |
| | 313 |
|
| 2.3% notes | 2019 | 299 |
| | 298 |
|
| 3.6% notes | 2020 | 497 |
| | 496 |
|
9% non-callable debentures(1) | 2021 | 133 |
| | 133 |
|
| 0.875% notes (€600) | 2022 | 716 |
| | 626 |
|
| 0.875% note (€600) | 2025 | 710 |
| | 621 |
|
| 1.4% notes (€600) | 2027 | 711 |
| | 620 |
|
| 2.5% note (€80) | 2029 | 95 |
| | 83 |
|
| 7.70% notes | 2038 | 174 |
| | 174 |
|
| 5.5% notes | 2040 | 247 |
| | 247 |
|
| 3% note (€120) | 2044 | 137 |
| | 118 |
|
Various other non-U.S. debt(2) | Various | 43 |
| | 41 |
|
| Capital lease obligations | Various | 15 |
| | 18 |
|
Impact of derivatives on debt(1) | N/A | 3 |
| | 3 |
|
| Total | |
| $4,138 |
| |
| $4,317 |
|
| Less payments due within one year | N/A | 4 |
| | 530 |
|
| Long-term debt | |
| $4,134 |
| |
| $3,787 |
|
| |
| (1) | PPG entered into several interest rate swaps, which hadwere subsequently settled in prior periods. The impact of these settlements are being amortized over the effectremaining life of convertingthe debentures as a reduction to interest expense. The weighted average interest rate for these borrowings was 8.4% for the years ended December 31, 2019 and 2018. |
| |
| (2) | In February 2018, PPG entered into interest rate swaps which converted $150 million of the notes from a fixed interest rate notes to variable rates,a floating interest rate based on the three-monththree month London Interbank Offered Rate (LIBOR). There were no interest rate swaps outstanding related to these instruments as of December 31, 2017 and 2016. The impact of the derivativesderivative on debtthe notes represents the fair value adjustment of the debt while the interest rate swaps were outstanding, which is being amortized as a reduction to interest expense over the remaining term of the debt. The weighted average effective interest rate for these borrowings, including the effectsportion of the notes impacted by the swaps was 8.4%2.9% and 8.4% for the years ended2.7% as of December 31, 20172019 and 2016,2018, respectively. Refer to Note 10, “Financial Instruments, Hedging Activities and Fair Value Measurements” for additional information. |
| |
(2)(3) | In February 2018, PPG entered into interest rate swaps which converted $375 million of the notes from a fixed interest rate to a floating interest rate based on the three month LIBOR. The impact of the derivative on the notes represents the fair value adjustment of the debt. The average effective interest rate for the portion of the notes impacted by the swaps was 3.3% and 3.2% as of December 31, 2019 and 2018, respectively. Refer to Note 10, “Financial Instruments, Hedging Activities and Fair Value Measurements” for additional information. |
| |
| (4) | Weighted average interest rate of 3.7% and 3.8% as of December 31, 20172019 and 2016,2018, respectively. |
| |
| (5) | Fair value adjustment of the 3.2% $300 million notes and 3.75% $700 million notes as a result of fair value hedge accounting treatment related to the outstanding interest rate swaps as of December 31, 2019 and 2018, respectively. Refer to Note 10, “Financial Instruments, Hedging Activities and Fair Value Measurements” for additional information. |
20172019 Activities
In November 2017, PPG’s €500 million 3-year variable rate bank loan matured and the Company repaid this obligation using $587 million cash on hand.
2016 Activities
In December 2016, PPG’s $125 million 6.65% notes, due 2018, were redeemed using $133 million cash on hand. Also, the Company prepaid its $250 million Term Loan Credit Agreements, one with the Bank of Tokyo-Mitsubishi UFJ, Ltd. and the other with BNP Paribas, which PPG entered into during May 2016. The Bank of Tokyo-Mitsubishi UFJ, Ltd. Term Loan would have originally terminated and all amounts outstanding would have been payable in March 2017. The BNP Paribas Term Loan would have originally terminated and all amounts outstanding would have been payable in May 2017.
In November 2016,August 2019, PPG completed a public offering of €300$300 million 0.000% Notesaggregate principal amount of 2.4% notes due 20192024 and €600$300 million 0.875% Notesaggregate principal amount of 2.8% notes due 2025.2029. These notes were issued pursuant to PPG’s existing shelf registration statement and pursuant to an indenture between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, as supplemented.supplemented (the "2019 Indenture"). The Indenture governing these notes contains covenants that limit the Company’s ability to, among other things, incur certain liens securing
64 2017 PPG ANNUAL REPORT AND 10-K/A
Notes to the Consolidated Financial Statements
indebtedness, engage in certain sale-leaseback transactions, and enter into certain consolidations, mergers, conveyances, transfers or leases of all or substantially all the Company’s assets. The terms of these notes also require the Company to make an offer to repurchase Notes upon a Change of Control Triggering Event (as defined in the Indenture) at a price equal to 101% of their principal amount plus accrued and unpaid interest. The Company may issue additional debt from time to time pursuant to the Indenture.
The aggregate cash proceeds from the notes, net of discounts and fees, was $987 million. The notes are denominated in euro and have been designated as hedges of net investments in the Company’s European operations. For more information, refer to Note 10 “Financial Instruments, Hedging Activities and Fair Value Measurements.”
In January 2016, PPG’s $250 million 1.9% notes matured, and the Company repaid these obligations using cash on hand.
2015 Activities
In December 2015, PPG entered into a five-year credit agreement (the “Credit Agreement”) with several banks and financial institutions. The Credit Agreement replaced the Company's Five Year Credit Agreement dated as of September 12, 2012. The Credit Agreement provides for a $1.8 billion unsecured revolving credit facility. The Company has the ability to increase the size of the Credit Agreement by up to an additional $500 million, subject to the receipt of lender commitments and other conditions. The Credit Agreement will terminate on December 18, 2020. The Company has the right, subject to certain conditions set forth in the Credit Agreement, to designate certain subsidiaries of the Company as borrowers under the Credit Agreement. In connection with any such designation, the Company is required to guarantee the obligations of any such subsidiaries under the Credit Agreement. There were no amounts outstanding under the Credit Agreement during the years ended December 31, 2017 and 2016. The available borrowing rate on a one month, U.S. dollar denominated borrowing was 2.56% at December 31, 2017.
Borrowings under the Credit Agreement may be made in U.S. dollars or in euros. The Credit Agreement provides that loans will bear interest at rates based, at the Company’s option, on one of two specified base rates plus a margin based on certain formulas defined in the Credit Agreement. Additionally, the Credit Agreement contains a Commitment Fee, as defined in the Credit Agreement, on the amount of unused commitments under the Credit Agreement ranging from 0.080% to 0.225% per annum. The average Commitment Fee in 2017 was 0.09%, and PPG is committed to pay 0.09% in 2018.
The Credit Agreement also supports the Company’s commercial paper borrowings. There were no commercial paper borrowings outstanding as of December 31, 2017 and 2016.
The Credit Agreement contains usual and customary restrictive covenants for facilities of its type, which include, with specified exceptions, limitations on the Company’s ability to create liens or other encumbrances, to enter into sale and leaseback transactions and to enter into consolidations, mergers or transfers of all or substantially all of its assets. The Credit Agreement maintains the same restrictive covenant as the prior credit agreement whereby the Company must maintain a ratio of Total Indebtedness to Total Capitalization, as defined in the Credit Agreement, of 60% or less. As of December 31, 2017, total indebtedness was 41% of the Company’s total capitalization.
The Credit Agreement also contains customary events of default, including the failure to make timely payments when due under the Credit Agreement or other material indebtedness, the failure to satisfy covenants contained in the Credit Agreement, a change in control of the Company and specified events of bankruptcy and insolvency that would permit the lenders to accelerate the repayment of any loans.
In June 2015, PPG’s €300 million 3.875% notes matured and the Company repaid these obligations using $336 million of cash on hand.
In March 2015, PPG completed a public offering of €600 million 0.875% notes due 2022 and €600 million 1.400% Notes due 2027, or €1.2 billion ($1.26 billion) in aggregate principal amount. These notes were issued pursuant to PPG’s existing shelf registration statement and pursuant to an indenture between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, as supplemented. The2019 Indenture governing these notes contains covenants that limit the Company’s ability to, among other things, incur certain liens securing indebtedness, engage in certain sale-leaseback transactions, and enter into certain consolidations, mergers, conveyances, transfers or leases of all or substantially all the Company’s assets. The terms of these notes also require the Company to make an offer to repurchase the notes upon a Change of Control Triggering Event (as defined in the 2019 Indenture) at a price equal to 101% of their principal amount plus accrued and unpaid interest. The Company may issue additional debt from time to time pursuant to the 2019 Indenture.
The aggregate cash proceeds from the notes, net of discounts and fees, was $1.24 billion. The$595 million.
In November 2019, PPG’s €300 million 0.00% notes are denominated in euro and have been designated as hedges of net investments in$300 million 2.3% notes matured, upon which the Company’s European operations. For more information, referCompany paid $634 million to Note 10 “Financial Instruments, Hedging Activities and Fair Value Measurements.”settle these obligations.
201752 2019 PPG ANNUAL REPORT AND FORM 10-K/A 6510-K
Notes to the Consolidated Financial Statements
2018 Activities
In February 2018, PPG completed a public offering of $300 million aggregate principal amount of 3.2% notes due 2023 and $700 million aggregate principal amount of 3.75% notes due 2028. These notes were issued pursuant to PPG’s existing shelf registration statement and pursuant to an indenture between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, as supplemented (the "2018 Indenture"). The 2018 Indenture governing these notes contains covenants that limit the Company’s ability to, among other things, incur certain liens securing indebtedness, engage in certain sale-leaseback transactions, and enter into certain consolidations, mergers, conveyances, transfers or leases of all or substantially all the Company’s assets. The terms of these notes also require the Company to make an offer to repurchase the notes upon a Change of Control Triggering Event (as defined in the 2018 Indenture) at a price equal to 101% of their principal amount plus accrued and unpaid interest. The Company may issue additional debt from time to time pursuant to the 2018 Indenture.
The aggregate cash proceeds from the notes, net of discounts and fees, was $992 million. A portion of the notes were converted from a fixed interest rate to a floating interest rate using interest rate swap contracts. For more information, refer to Note 10, “Financial Instruments, Hedging Activities and Fair Value Measurements.”
2017 Activities
In November 2017, PPG’s €500 million 3-year variable rate bank loan matured and the Company repaid this obligation using $587 million of cash on hand.
Credit agreements
In August 2019, PPG amended and restated its five-year credit agreement (the “Credit Agreement”) with several banks and financial institutions. The Credit Agreement amends and restates the Company's existing five year credit agreement dated as of December 18, 2015. The Credit Agreement provides for a $2.2 billion unsecured revolving credit facility. The Company has the ability to increase the size of the Credit Agreement by up to an additional $750 million, subject to the receipt of lender commitments and other conditions precedent. The Credit Agreement will terminate on August 30, 2024. The Company has the right, subject to certain conditions set forth in the Credit Agreement, to designate certain subsidiaries of the Company as borrowers under the Credit Agreement. In connection with any such designation, the Company is required to guarantee the obligations of any such subsidiaries under the Credit Agreement. For the years ended December 31, 2019 and 2018, there were no amounts outstanding under the existing or prior credit agreement. The indicative borrowing rate on a one month, U.S. dollar denominated borrowing was 2.8% at December 31, 2019.
Borrowings under the Credit Agreement may be made in U.S. Dollars or in euros. The Credit Agreement provides that loans will bear interest at rates based, at the Company’s option, on one of two specified base rates plus a margin based on certain formulas defined in the Credit Agreement.Additionally, the Credit Agreement contains a Commitment Fee, as defined in the Credit Agreement, on the amount of unused commitments under the Credit Agreement ranging from 0.060% to 0.125% per annum.
The Credit Agreement also supports the Company’s commercial paper borrowings which are classified as long-term based on PPG’s intent and ability to refinance these borrowings on a long-term basis. Commercial paper borrowings of $100 million were outstanding as of December 31, 2019. There were no commercial paper borrowings outstanding as of December 31, 2018 under the prior credit agreement.
The Credit Agreement contains usual and customary restrictive covenants for facilities of its type, which include, with specified exceptions, limitations on the Company’s ability to create liens or other encumbrances, to enter into sale and leaseback transactions and to enter into consolidations, mergers or transfers of all or substantially all of its assets. The Credit Agreement also requires the Company to maintain a ratio of Total Indebtedness to Total Capitalization, as defined in the Credit Agreement, of 60% or less; provided, that for any fiscal quarter in which the Company has made an acquisition for consideration in excess of $1 billion and for the next five fiscal quarters thereafter, the ratio of Total Indebtedness to Total Capitalization may not exceed 65% at any time. As of December 31, 2019, Total Indebtedness to Total Capitalization as defined under the Credit Agreement was 46%.
The Credit Agreement contains, among other things, customary events of default that would permit the lenders to accelerate the loans, including the failure to make timely payments when due under the Credit Agreement or other material indebtedness, the failure to satisfy covenants contained in the Credit Agreement, a change in control of the Company and specified events of bankruptcy and insolvency.
Restrictive Covenants and Cross-Default Provisions
As of December 31, 2017,2019, PPG was in full compliance with the restrictive covenants under its various credit agreements, loan agreements and indentures.
2019 PPG ANNUAL REPORT AND FORM 10-K 53
Notes to the Consolidated Financial Statements
Additionally, the Company’s Credit Agreement contains customary cross-default provisions. These provisions provide that a default on a debt service payment of $50 million or more for longer than the grace period provided under another agreement may result in an event of default under this agreement. The Company’s 9% non-callable debentures also contain a customary cross default provision triggered by the Company’s default on a debt service payment of $10 million or more. None of the Company’s primary debt obligations are secured or guaranteed by the Company’s affiliates.
Long-term Debt Maturities
| | | ($ in millions) | Maturity per year |
| Maturity per year |
|
| 2018 |
| $4 |
| |
| 2019 | 659 |
| |
| 2020 | 497 |
|
| $503 |
|
| 2021 | 133 |
|
| $166 |
|
| 2022 | 718 |
|
| $669 |
|
| 2023 | |
| $302 |
|
| 2024 | |
| $396 |
|
| Thereafter |
| $2,127 |
|
| $3,006 |
|
Short-term Debt Obligations
|
| | | | | | | |
| ($ in millions) | 2019 |
| | 2018 |
|
| Various, weighted average 3.6% and 3.4% as of December 31, 2019 and 2018, respectively. |
| $10 |
| |
| $4 |
|
|
| | | |
| ($ in millions) | 2017 | | 2016 |
| Various, weighted average 1.9% and 5.8% as of December 31, 2017 and 2016, respectively. | $8 | | $99 |
Lease Obligations
Rental expense for operating leases was $288 million, $273 million and $260 million in 2017, 2016 and 2015, respectively. The primary leased assets include paint stores, transportation equipment, warehouses and other distribution facilities, and office space, including the Company’s corporate headquarters located in Pittsburgh, Pa.
Minimum lease commitments for operating leases that have initial or remaining lease terms in excess of one year are as follows:
|
| | | |
| ($ in millions) | As of December 31, 2017 |
|
| 2018 |
| $212 |
|
| 2019 | 167 |
|
| 2020 | 138 |
|
| 2021 | 86 |
|
| 2022 | 63 |
|
| Beyond 2022 |
| $174 |
|
Lines of Credit, Letters of Credit, Surety Bonds and Guarantees
PPG’s non-U.S. operations have uncommitted lines of credit totaling $589$396 million of which $2 million was used as of December 31, 2017.2019. These uncommitted lines of credit are subject to cancellation at any time and are generally not subject to any commitment fees.
The Company had outstanding letters of credit and surety bonds of $163$152 million and $160$158 million as of December 31, 20172019 and 2016,2018, respectively. The letters of credit secure the Company’s performance to third parties under certain self-insurance programs and other commitments made in the ordinary course of business.
As of December 31, 20172019 and 2016,2018, guarantees outstanding were $14$9 million and $12$14 million, respectively. The guarantees relate primarily to debt of certain entities in which PPG has an ownership interest and selected customers of certain PPG businesses. A portion of such debt is secured by the assets of the related entities. The carrying value of these guarantees were $1 million0 at December 31, 20172019 and 20162018, and the fair values of these guarantees were 0 and $1 million at December 31, 20172019 and 2016.2018, respectively. The fair value of each guarantee was estimated by comparing the net present value of two hypothetical cash flow streams, one based on PPG’s incremental borrowing rate and the other based on the borrower’s incremental borrowing rate, as of the effective date of the guarantee. Both streams were discounted at a risk free rate of return. The Company does not believe any loss related to these letters of credit, surety bonds or guarantees is likely.
66 2017 PPG ANNUAL REPORT AND 10-K/A
Notes to the Consolidated Financial Statements
10. 10. 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 December 31, 20172019 and 2016,2018, 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 and had exposure to PPG’s stock price changes.rates. As a result, financial instruments, including derivatives, have been used to hedge a portion of these underlying economic exposures. Certain of these instruments qualify as fair value, 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 before income from continuing operationstaxes 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-year period ended December 31, 2017.2019.
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, shouldif the Company would be acquired and its payment obligations under theits derivative instruments’ contractual arrangements are not be assumed by the
54 2019 PPG ANNUAL REPORT AND 10-K
Notes to the Consolidated Financial Statements
acquirer, or shouldif PPG would enter into bankruptcy, receivership or reorganization proceedings, theits outstanding derivative instruments would also be subject to accelerated settlement.
In 20172019 and 2016,2018, there were no derivative instruments de-designated or discontinued as a hedging instrument. There were no gains or losses deferred in AOCIAccumulated other comprehensive loss on the consolidated balance sheet that were reclassified to Income before income from continuing operationstaxes in the consolidated statement of income during the three-year period ended December 31, 20172019 related to hedges of anticipated transactions that were no longer expected to occur.
Fair Value Hedges
In prior years, 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 currencies.
Prior to June 2016, PPG entered into renewable equity forward arrangements to hedge the impact to PPG's income from continuing operations for changes in the fair value of 2,777,778 shares of PPG stock that were contributed to the asbestos settlement trust as discussed in Note 14, “Commitments and Contingent Liabilities.” These financial instruments were recorded at fair value as assets or liabilities and changes in the fair value of these financial instruments are reflected in the “Asbestos settlement – net” caption of the accompanying consolidated statement of income. The total principal amount paid for these shares was approximately $60 million. During the terms of these equity forward arrangements, PPG paid to the counterparty interest based on the principal amount and the counterparty paid to PPG an amount equal to the dividends paid on these shares which reduced the transaction price by approximately $10 million, net. The difference between the principal amount and any amounts related to unpaid interest or dividends and the market price for these shares, adjusted for credit risk, represented the fair value of these financial instruments as well as the amount that PPG received when the counterparty chose to settle these financial instruments. In conjunction with the funding of the asbestos settlement trust, the equity forward arrangements were settled. At settlement, in June 2016, the fair value of the equity forward arrangement was an asset of $258 million.
The Company has useduses interest rate swaps from time to time to manage it’sits exposure to changing interest rates. When outstanding, the interest rate swaps wereare typically designated as fair value hedges of certain outstanding debt obligations of the Company and wereare recorded at fair value. There were no
In February 2018, PPG entered into interest rate swaps outstandingwhich converted $525 million of fixed rate debt to variable rate debt. The swaps are designated as fair value hedges and are carried at fair value. Changes in the fair value of December 31, 2017 and 2016. However, in prior years, PPG settled interest ratethese swaps and received cash. Thechanges in 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 are recorded in Interest expense in the impactaccompanying consolidated statement of which is insignificant.income. The fair value of these interest rate swaps was $35 million and $8 million at December 31, 2019 and 2018, respectively.
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. Underlying notional amounts related to these foreign currency forward contracts were $43 million and $50 million at December 31, 2019 and 2018, respectively. As of December 31, 20172019 and 2016,2018, the fair value of all foreign currency forward contracts designated as cash flow hedges was a net assetliability of $3$1 million and $13 million, respectively.
2017 PPG ANNUAL REPORT AND FORM 10-K/A 67
Notes to the Consolidated Financial Statements
for both periods.
Net Investment Hedges
PPG uses cross currency swaps and foreign currency forward contracts and euro-denominated debt to hedge a significant portion of its net investment in its European operations, as follows:
AsIn August 2019, PPG entered into U.S. dollar to euro cross currency swap contracts with a total notional amount of December 31, 2017$300 million and 2016,designated these contracts as hedges of the Company’s net investment in its European operations. During the term of these contracts, PPG will receive payments in U.S. dollars and make payments in euros to the counterparties.
In February 2018, PPG entered into U.S. dollar to euro cross currency swap contracts with a total notional amount of $575 million and designated these contracts as hedges of the Company's net investment in its European operations. During the term of these contracts, PPG will receive payments in U.S. dollars and make payments in euros to the counterparties. Also in February 2018, the Company settled outstanding 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 remaining 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. million.
As of December 31, 20172019 and 2016,2018, the fair value of thesethe 2019 and 2018 U.S. dollar to euro cross currency swap contracts was a net asset of $48 million and an asset of $2 million and $65$35 million, respectively.
At December 31, 20172019 and 2016,2018, PPG had designated €2.3€2.0 billion and €2.8€2.3 billion, respectively, 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 at December 31, 20172019 and 20162018 was $2.7$2.2 billion and $2.9$2.6 billion, respectively.
During 2017, 2016 and 2015, PPG used foreign currency forward contracts to hedge a portion of its net investment in its European operations. Changes in the fair value of these derivative instruments were recorded in AOCIAccumulated other comprehensive loss on the consolidated balance sheet as gains or losses. As of December 31, 2017, 2016 and 2015, none of these contracts remained outstanding. The Company paid $3 million to settle a foreign currency forward contract in 2017. In 2016,There were no cash proceeds were received fromforeign currency forward contracts designated as net investment hedges used or outstanding as of and for the settlement of these contractsperiods ended December 31, 2019, 2018 and in 2015, PPG received cash proceeds of $19 million from the settlement of these contracts.2017.
Other Financial Instruments
PPG uses foreign currency forward contracts to manage net transaction exposures that do not qualify for hedge accounting; therefore, the change in the fair value of these instruments is recorded in “Other charges”Other charges in the accompanying consolidated statement of income in the period of change. Underlying notional amounts related to these foreign currency forward contracts were $2.8 billion and $2.5 billion at December 31, 2019 and 2018, respectively. As of December 31, 20172019 and 2016,2018, the fair valuevalues of these contracts were a net liability of $20$6 million and ana net asset of $2$36 million, respectively.
2019 PPG ANNUAL REPORT AND FORM 10-K 55
Notes to the Consolidated Financial Statements
Gains/Losses Deferred in AOCIAccumulated Other Comprehensive Loss
As of December 31, 20172019 and 2016,2018, the Company had accumulated pre-taxpretax unrealized translation gains in AOCIAccumulated other comprehensive loss on the consolidated balance sheet related to the euro-denominated borrowings, foreign currency forward contracts, and the cross currency swaps of $16$235 million and $482$161 million, respectively.
The following tables summarizetable summarizes the location within the consolidated financial statements and amount of gains gains/(losses) related to derivative and debt financial instruments for the years ended December 31, 2017, 20162019, 2018 and 2015.2017. All dollar amounts are shown on a pre-taxpretax basis.
|
| | | | | | | | | | | | | | | | | | | | | |
| | 2019 | | 2018 | | 2017 | Caption in Consolidated Statement of Income |
| ($ in millions) | Gain Deferred in AOCL | Gain/(Loss) Recognized | | (Loss)/Gain Deferred in AOCL | Gain/(Loss) Recognized | | Loss Deferred in AOCL | Gain Recognized |
| Fair Value | | | | | | | | | |
| Interest rate Swaps | |
| $3 |
| | |
| $3 |
| | |
| $— |
| Interest expense |
| Total Fair Value |
|
|
| $3 |
| |
|
|
| $3 |
| |
|
|
| $— |
| |
| Cash Flow | | | | | | | | | |
| Foreign currency forward contracts |
| $2 |
|
| ($3 | ) | |
| ($9 | ) |
| ($8 | ) | |
| ($7 | ) |
| $9 |
| Other charges and Cost of sales |
| Total Cash Flow |
| $2 |
|
| ($3 | ) | |
| ($9 | ) |
| ($8 | ) | |
| ($7 | ) |
| $9 |
| |
| Net Investment | | | | | | | | | |
| Cross currency swaps |
| $13 |
|
| $18 |
| |
| $21 |
|
| $13 |
| |
| ($61 | ) |
| $— |
| Interest expense |
| Foreign denominated debt | 61 |
| — |
| | 124 |
| — |
| | (403 | ) | — |
| |
| Total Net Investment |
| $74 |
|
| $18 |
| |
| $145 |
|
| $13 |
| |
| ($464 | ) |
| $— |
| |
| Economic | | | | | | | | | |
| Foreign currency forward contracts | |
| $55 |
| | |
| $55 |
| | |
| $14 |
| Other charges |
|
| | | | | | | | | | | | | | | | | | | | | |
| | 2017 | | 2016 | | 2015 | Caption in Consolidated Statement of Income |
| ($ in millions) | Loss Deferred in OCI |
| Gain Recognized |
| | Gain (Loss) Deferred in OCI |
| (Loss)/Gain Recognized |
| | Gain Deferred in OCI |
| (Loss)/Gain Recognized |
|
| Fair Value | | | | | | | | | |
| Foreign currency forward contracts | — |
| — |
| | — |
| — |
| | — |
|
| ($2 | ) | Sales |
| Equity forward arrangements | — |
| — |
| | — |
| — |
| | — |
| (44 | ) | Asbestos - net |
| Total Fair Value | — |
| — |
| | — |
| — |
| | — |
|
| ($46 | ) | |
| Cash Flow | | | | | | | | | |
Foreign currency forward contracts (a) |
| ($7 | ) |
| $9 |
| |
| $1 |
|
| ($5 | ) | |
| $57 |
|
| $50 |
| Other charges and Cost of sales |
| Total Cash Flow |
| ($7 | ) |
| $9 |
| |
| $1 |
|
| ($5 | ) | |
| $57 |
|
| $50 |
| |
| Net Investment | | | | | | | | | |
| Cross currency swaps |
| ($61 | ) |
|
| |
| $25 |
| | |
| $77 |
| | |
| Foreign denominated debt | (403 | ) |
|
| | 122 |
| | | 85 |
| | |
| Foreign currency forward contracts | — |
|
|
| | (14 | ) | | | 19 |
| | |
| Total Net Investment |
| ($464 | ) |
|
| |
| $133 |
|
|
| |
| $181 |
|
|
| |
| Economic | | | | | | | | | |
| Foreign currency forward contracts | |
| $14 |
| | |
| $14 |
| | |
| $18 |
| Other charges |
| |
(a) | The ineffective portion related to this item was $7 million, $9 million and $7 million of expense for the years ended December 31, 2017, 2016 and 2015, respectively.
|
68 2017 PPG ANNUAL REPORT AND 10-K/A
Notes to the Consolidated Financial Statements
Fair Value Measurements
The Company follows a fair value measurement hierarchy to measure its assets and liabilities. As of December 31, 20172019 and 2016,2018, respectively, 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 13 “Employee, “Employee Benefit Plans”Plans” 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 December 31, 20172019 and 20162018 that are classified as Level 3 inputs.
56 2019 PPG ANNUAL REPORT AND 10-K
Notes to the Consolidated Financial Statements
Assets and liabilities reported at fair value on a recurring basis
|
| | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, 2019 | | December 31, 2018 |
| ($ in millions) | Level 1 |
| | Level 2 |
| | Level 3 |
| | Level 1 |
| | Level 2 |
| | Level 3 |
|
| Assets: | | | | | | | | | | | |
| Other current assets: | | | | | | | | | | | |
| Marketable equity securities |
| $5 |
| |
| $— |
| |
| $— |
| |
| $4 |
| |
| $— |
| |
| $— |
|
Foreign currency forward contracts(a) | — |
| | 14 |
| | — |
| | — |
| | 45 |
| | — |
|
| Other assets: | | | | | | | | | | | |
Cross currency swaps(b) |
| $— |
| |
| $52 |
| |
| $— |
| |
| $— |
| |
| $35 |
| |
| $— |
|
Interest rate swaps(c) | — |
| | 35 |
| | — |
| | — |
| | 8 |
| | — |
|
| Investments: | | | | | | | | | | | |
| Marketable equity securities |
| $80 |
| |
| $— |
| |
| $— |
| |
| $69 |
| |
| $— |
| |
| $— |
|
| Liabilities: | | | | | | | | | | | |
| Accounts payable and accrued liabilities: | | | | | | | | | | | |
Foreign currency forward contracts(d) |
| $— |
| |
| $1 |
| |
| $— |
| |
| $— |
| |
| $1 |
| |
| $— |
|
Foreign currency forward contracts(a) | — |
| | 20 |
| | — |
| | — |
| | 9 |
| | — |
|
| Other liabilities: | | | | | | | | | | | |
Cross currency swap(b) |
| $— |
| |
| $4 |
| |
| $— |
| |
| $— |
| |
| $— |
| |
| $— |
|
|
| | | | | | | | | | | | | | | | | | | | | |
| | December 31, 2017 | | December 31, 2016 |
| ($ in millions) | Level 1 |
| | Level 2 |
| | Level 3 |
| | Level 1 |
| | Level 2 |
| | Level 3 |
|
| Assets: | | | | | | | | | | | |
| Other current assets: | | | | | | | | | | | |
| Marketable equity securities |
| $4 |
| |
| $— |
| | — |
| |
| $4 |
| |
| $— |
| | — |
|
| Foreign currency forward contracts | — |
| | 6 |
| | — |
| | — |
| | 22 |
| | — |
|
| Cross currency swaps | — |
| | 2 |
| | — |
| | — |
| | — |
| | — |
|
| Other assets: | | | | | | | | | | | |
| Cross currency swaps | — |
| | — |
| | — |
| | — |
| |
| $65 |
| | — |
|
| Investments: | | | | | | | | | | | |
| Marketable equity securities |
| $79 |
| | — |
| | — |
| |
| $78 |
| | — |
| | — |
|
| | | | | | | | | | | | |
| Liabilities: | | | | | | | | | | | |
| Accounts payable and accrued liabilities: | | | | | | | | | | | |
| Foreign currency forward contracts | — |
| |
| $23 |
| | — |
| | — |
| |
| $9 |
| | — |
|
| |
| (a) | Derivatives not designated as hedging instruments |
Long-Term Debt
|
| | | |
| ($ in millions) | December 31, 2019(a) | | December 31, 2018(b) |
| Long-term debt - carrying value | $5,031 | | $5,000 |
| Long-term debt - fair value | $5,363 | | $5,101 |
|
| | | |
| ($ in millions) | December 31, 2017(a) | | December 31, 2016(b) |
| Long-term debt - carrying value | $4,123 | | $4,299 |
| Long-term debt - fair value | $4,341 | | $4,502 |
| |
| (a) | Excluding capitalfinance lease obligations of $15$11 million and short term borrowings of $8$10 million as of December 31, 2017.2019. |
| |
| (b) | Excluding capital lease obligations of $18$12 million and short term borrowings of $99$4 million as of December 31, 2016.2018. |
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 during the year ended December 31, 2017. In conjunction with the 2016 restructuring actions, certain nonmonetary assets were written down to their fair value. Refer to Note 8, “Business Restructuring” for further details associated with these actions.”
2017 PPG ANNUAL REPORT AND FORM 10-K/A 69
Notes to the Consolidated Financial Statements
Call and put option on noncontrolling interest
In December 2019, PPG owns a majoritypaid cash to acquire the remaining noncontrolling interest in a coatings business, whose financialof which PPG previously had a majority interest. Prior to this transaction, the minority shareholder’s results arewere included in PPG’sNet income attributable to noncontrolling interests on the consolidated financial statements.statement of income. Historically, PPG has recorded the noncontrolling interest in this consolidated affiliate as a liability instead of equity inon its consolidated balance sheets due to call and put option provisions associated with the noncontrolling interest, which havehad similar terms. ThisAs a result of the December 2019 transaction, this liability is 0 longer outstanding as of December 31, 2019. As of December 31, 2018, the liability was $44 million and $38 million at December 31, 2017 and 2016, respectively.$40 million.
2019 PPG ANNUAL REPORT AND FORM 10-K 57
11. Notes to the Consolidated Financial Statements
11. Earnings Per Common Share (As Restated)
|
| | | | | | | | | | | |
| ($ in millions, except per share amounts) | 2019 |
| | 2018 |
| | 2017 |
|
| Earnings per common share (attributable to PPG) |
| Income from continuing operations, net of tax |
| $1,243 |
| |
| $1,323 |
| |
| $1,369 |
|
| Income from discontinued operations, net of tax | — |
| | 18 |
| | 225 |
|
| Net income (attributable to PPG) |
| $1,243 |
| |
| $1,341 |
| |
| $1,594 |
|
| Weighted average common shares outstanding | 236.9 |
| | 243.9 |
| | 256.1 |
|
| Effect of dilutive securities: | |
| | |
| | |
|
| Stock options | 0.6 |
| | 0.8 |
| | 0.9 |
|
| Other stock compensation plans | 0.7 |
| | 0.7 |
| | 0.8 |
|
| Potentially dilutive common shares | 1.3 |
| | 1.5 |
| | 1.7 |
|
| Adjusted weighted average common shares outstanding | 238.2 |
| | 245.4 |
| | 257.8 |
|
| Earnings per common share (attributable to PPG): | | | | | |
| Income from continuing operations, net of tax |
| $5.25 |
| |
| $5.43 |
| |
| $5.34 |
|
| Income from discontinued operations, net of tax | — |
| | 0.07 |
| | 0.88 |
|
| Net income (attributable to PPG) |
| $5.25 |
| |
| $5.50 |
| |
| $6.22 |
|
| Earnings per common share - assuming dilution (attributable to PPG) |
| Income from continuing operations, net of tax |
| $5.22 |
| |
| $5.40 |
| |
| $5.31 |
|
| Income from discontinued operations, net of tax | — |
| | 0.07 |
| | 0.87 |
|
| Net income (attributable to PPG) |
| $5.22 |
| |
| $5.47 |
| |
| $6.18 |
|
|
| | | | | | | | | | | |
| ($ in millions, except per share amounts) | 2017 |
| | 2016 |
| | 2015 |
|
| | As Restated |
| | As Restated |
| | |
| Earnings per common share (attributable to PPG) |
| Income from continuing operations, net of tax |
| $1,369 |
| |
| $543 |
| |
| $1,311 |
|
| Income from discontinued operations, net of tax | 225 |
| | 330 |
| | 95 |
|
| Net income (attributable to PPG) |
| $1,594 |
| |
| $873 |
| |
| $1,406 |
|
| Weighted average common shares outstanding | 256.1 |
| | 265.6 |
| | 271.4 |
|
| Effect of dilutive securities: | |
| | |
| | |
|
| Stock options | 0.9 |
| | 0.8 |
| | 1.0 |
|
| Other stock compensation plans | 0.8 |
| | 1.0 |
| | 1.2 |
|
| Potentially dilutive common shares | 1.7 |
| | 1.8 |
| | 2.2 |
|
| Adjusted weighted average common shares outstanding | 257.8 |
| | 267.4 |
| | 273.6 |
|
| Earnings per common share (attributable to PPG): | | | | | |
| Income from continuing operations, net of tax |
| $5.34 |
| |
| $2.05 |
| |
| $4.83 |
|
| Income from discontinued operations, net of tax | 0.88 |
| | 1.24 |
| | 0.35 |
|
| Net income (attributable to PPG) |
| $6.22 |
| |
| $3.29 |
| |
| $5.18 |
|
| Earnings per common share - assuming dilution (attributable to PPG) |
| Income from continuing operations, net of tax |
| $5.31 |
| |
| $2.04 |
| |
| $4.79 |
|
| Income from discontinued operations, net of tax | 0.87 |
| | 1.23 |
| | 0.35 |
|
| Net income (attributable to PPG) |
| $6.18 |
| |
| $3.27 |
| |
| $5.14 |
|
There were 0.9 million, 1.0 million, and 0.6 million outstanding stock options excluded in 2019, 2018 and 2017, 2016 and 2015respectively, from the computation of earnings per diluted common share due to their anti-dilutive effect.
12. 12. Income Taxes (As Restated)
The provision for income taxes by taxing jurisdiction and by significant components consisted of the following:
|
| | | | | | | | | | | |
| ($ in millions) | 2019 |
| | 2018 |
| | 2017 |
|
| Current | | | | | |
| U.S. federal |
| $86 |
| |
| $7 |
| |
| $179 |
|
| U.S. state and local | 15 |
| | 4 |
| | 49 |
|
| Foreign | 296 |
| | 297 |
| | 349 |
|
| Total current income tax expense |
| $397 |
| |
| $308 |
| |
| $577 |
|
| Deferred | | | | | |
| U.S. federal |
| ($1 | ) | |
| $44 |
| |
| $107 |
|
| U.S. state and local | 13 |
| | 7 |
| | (16 | ) |
| Foreign | (17 | ) | | (6 | ) | | (53 | ) |
| Total deferred income tax expense |
| ($5 | ) | |
| $45 |
| |
| $38 |
|
| Total income tax expense |
| $392 |
| |
| $353 |
| |
| $615 |
|
|
| | | | | | | | | | | |
| ($ in millions) | 2017 |
| | 2016 |
| | 2015 |
|
| | As Restated |
| | As Restated |
| | |
| Current | | | | | |
| U.S. federal |
| $179 |
| |
| ($251 | ) | |
| $132 |
|
| U.S. state and local | 49 |
| | (12 | ) | | 20 |
|
| Foreign | 349 |
| | 306 |
| | 261 |
|
| Total current income tax expense |
| $577 |
| |
| $43 |
| |
| $413 |
|
| Deferred | | | | | |
| U.S. federal |
| $107 |
| |
| $173 |
| |
| $31 |
|
| U.S. state and local | (16 | ) | | (10 | ) | | 6 |
|
| Foreign | (53 | ) | | 8 |
| | (37 | ) |
| Total deferred income tax expense |
| $38 |
| |
| $171 |
| |
| $— |
|
| Total income tax expense |
| $615 |
| |
| $214 |
| |
| $413 |
|
70 2017 PPG ANNUAL REPORT AND 10-K/A
Notes to the Consolidated Financial Statements
A reconciliation of the statutory U.S. corporate federal income tax rate to the Company’s effective tax rate follows:
|
| | | | | | | | |
| | 2019 |
| | 2018 |
| | 2017 |
|
| U.S. federal income tax rate | 21.0 | % | | 21.0 | % | | 35.0 | % |
| Changes in rate due to: | | | | | |
| U.S. tax cost/(benefit) - Tax Cuts & Jobs Act | 0.3 |
| | (2.5 | ) | | 11.0 |
|
| U.S./foreign tax differential | 2.9 |
| | 3.3 |
| | (9.3 | ) |
| U.S. current tax benefit on foreign exchange realization | — |
| | — |
| | (4.9 | ) |
| U.S. tax incentives | (0.7 | ) | | (1.0 | ) | | (2.3 | ) |
| U.S. tax benefit on foreign dividends | (0.9 | ) | | (0.4 | ) | | (1.9 | ) |
| U.S. state and local taxes | 1.3 |
| | 0.5 |
| | 1.1 |
|
| U.S. deferred tax benefit on foreign income | — |
| | — |
| | (0.6 | ) |
| Other | (0.3 | ) | | — |
| | 2.6 |
|
| Effective income tax rate | 23.6 | % | | 20.9 | % | | 30.7 | % |
58 2019 PPG ANNUAL REPORT AND 10-K
Notes to the Consolidated Financial Statements
|
| | | | | | | | |
| | 2017 |
| | 2016 |
| | 2015 |
|
| | As Restated |
| | As Restated |
| | |
| U.S. federal income tax rate | 35.0 | % | | 35.0 | % | | 35.0 | % |
| Changes in rate due to: | | | | | |
| U.S. tax cost - Tax Cuts & Jobs Act | 11.0 |
| | — |
| | — |
|
| U.S./foreign tax differential | (9.3 | ) | | (17.7 | ) | | (8.2 | ) |
| U.S. current tax benefit on foreign exchange realization | (4.9 | ) | | (3.0 | ) | | — |
|
| U.S. tax incentives | (2.3 | ) | | (3.7 | ) | | (1.9 | ) |
| U.S. tax (benefit) cost on foreign dividends | (1.9 | ) | | 0.4 |
| | (1.0 | ) |
| U.S. state and local taxes | 1.1 |
| | (1.8 | ) | | 1.0 |
|
| U.S. deferred tax benefit on foreign income | (0.6 | ) | | (3.1 | ) | | (4.1 | ) |
| Asbestos charge | — |
| | 19.1 |
| | — |
|
| Other | 2.6 |
| | 2.3 |
| | 2.9 |
|
| Effective income tax rate | 30.7 | % | | 27.5 | % | | 23.7 | % |
The effective income tax rate for 2019 and 2018 was 23.6% and 20.9%, respectively. The lower effective income tax rate in 2018 reflected a net benefit for provisional adjustments related to the Tax Cuts and Jobs Act. The company continues to realize tax credit incentives mostly comprised of U.S. benefits for research and development activities. Provisions for income taxes in 2019 also included a net benefit of global intangible low taxed income expense, foreign derived intangible income deductions and foreign tax credits. The total benefit for these U.S. provision items in 2019 was $22 million.
In 2018, PPG implemented updated regulations for certain aspects of the Tax Cuts and Jobs Act and PPG completed its accounting for the provisional amounts recognized in its consolidated financial statements in 2017. The finalization of the provisional accounting during 2018 resulted in a net tax benefit of $42 million, which consisted of a benefit of $20 million related to unrepatriated foreign earnings, a benefit of $22 million for adjustments to certain deferred taxes, a benefit of $14 million for foreign derived intangible income, partially offset by an expense of $14 million for global intangible low taxed income.
On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (the “Act”) which, among other things lowered the U.S. corporate statutory income tax rate from 35% to 21%, eliminated certain deductible items and added other deductible items for corporations, imposed a tax on unrepatriated foreign earnings and eliminated U.S. taxes on most future foreign earnings.
In December 2017, as a result of the Tax Cuts and Jobs Act, the Company recorded a provisional net tax charge of $134 million, related to the Act. The net charge consists of thewhich included a tax on unrepatriated foreign earnings of approximately $250 million, and a charge of approximately $125 million related to the remeasurement of PPG’s U.S. deferred tax assets and liabilitiestaxes at the new enacted statutory rate. These charges wererate, partially offset by a benefit from the reversal of an existing deferred tax liability on repatriated foreign earnings of approximately $150 million and a benefit resulting from PPG’s decision to accelerate recognition of certain U.S. tax attributes during the fourth quarter.
The net charge recorded as a provisional amount as of December 31, 2017 represents the Company’s best estimate using information available as of February 1, 2018. The Company anticipates U.S. regulatory agencies will issue further regulations during 2018, which may alter this estimate. The Company is still evaluating among other things, its position with respect to permanent reinvestment of foreign earnings overseas and other related outside basis difference considerations and the amount of tax owed on unrepatriated earnings by subsidiaries. The Company believes its remeasurement of the U.S deferred tax assets and liabilities is complete, except for changes in estimates that can result from finalizing the filing of our 2017 U.S. income tax return, which are not anticipated to be material, and changes that may be a direct impact of other provisional amounts recorded due to the enactment of the Act. The Company will refine its estimates to incorporate new or better information as it comes available through the filing date of its 2017 U.S. income tax returns in the fourth quarter of 2018.
The tax owed by PPG on its unrepatriated foreign earnings is payable over eight years and is subject to a prescriptive calculation to determine the portion payable in 2018 and beyond. PPG’s current estimate, using this prescriptive method, indicates its tax payable will be increased by approximately $1 million to $3 million per year through 2025. As such, the portion of the tax on unrepatriated foreign earnings not payable within the next 12 months is presented within “Other liabilities” on the consolidated balance sheet.
The total tax expense for 2017 also includes a deferred tax benefit of $22 million related to the $60 million of pre-taxpretax pension settlement charges discussed in Note 13 “Employee, “Employee Benefit Plans.Plans.” During 2016, the Company recorded a $151 million net tax charge associated with the funding of the Pittsburgh Corning (“PC”) asbestos settlement trust (the “Trust”) described in Note 14, "Commitments and Contingent Liabilities." Further, in conjunction with the funding of the Trust, PPG provided taxes on the earnings of certain foreign subsidiaries and recorded one-time book tax benefits for its contribution of the Company's ownership interest in PC's European subsidiary to the Trust and for a change in the measurement of certain deferred tax liabilities.
In 2017 and 2016, U.S. deferred tax on foreign earnings includes the remeasurement of a U.S. deferred tax liability to repatriate foreign earnings on which PPG has not asserted permanent reinvestment in the foreign jurisdiction.
Income (Loss) before income taxes of the Company’s U.S. operations for 2019, 2018 and 2017 2016 and 2015 was $713$596 million, $(210)$571 million and $693$713 million, respectively. Income before income taxes of the Company’s foreign operations for 2019, 2018 and 2017 2016was $1,065 million, $1,122 million and 2015 was $1,292 million, $889 million and $1,052 million, respectively.
2017 PPG ANNUAL REPORT AND FORM 10-K/A 71
Notes to the Consolidated Financial Statements
Deferred income taxes
Deferred income taxes are provided for the effect of temporary differences that arise because there are certain items treated differently for financial accounting than for income tax reporting purposes. The deferred tax assets and liabilities are determined by applying the enacted tax rate in the year in which the temporary difference is expected to reverse. |
| | | | | | | |
| ($ in millions) | 2019 |
| | 2018 |
|
| Deferred income tax assets related to | | | |
| Employee benefits |
| $382 |
| |
| $366 |
|
| Contingent and accrued liabilities | 148 |
| | 149 |
|
| Operating loss and other carry-forwards | 225 |
| | 251 |
|
| Inventories | 4 |
| | 7 |
|
| Other | 87 |
| | 82 |
|
| Valuation allowance | (158 | ) | | (164 | ) |
| Total |
| $688 |
| |
| $691 |
|
| Deferred income tax liabilities related to | | | |
| Property |
| $277 |
| |
| $262 |
|
| Intangibles | 594 |
| | 545 |
|
| Employee benefits | 65 |
| | 46 |
|
| Other | 2 |
| | 15 |
|
| Total |
| $938 |
| |
| $868 |
|
| Deferred income tax liabilities – net |
| ($250 | ) | |
| ($177 | ) |
|
| | | | | | | |
| ($ in millions) | 2017 |
| | 2016 |
|
| | | | As Restated |
|
| Deferred income tax assets related to | | | |
| Employee benefits |
| $399 |
| |
| $606 |
|
| Contingent and accrued liabilities | 164 |
| | 263 |
|
| Operating loss and other carry-forwards | 221 |
| | 197 |
|
| Inventories | 6 |
| | 14 |
|
| Property | 51 |
| | 49 |
|
| Other | 135 |
| | 100 |
|
| Valuation allowance | (173 | ) | | (119 | ) |
| Total |
| $803 |
| |
| $1,110 |
|
| Deferred income tax liabilities related to | | | |
| Property |
| $314 |
| |
| $349 |
|
| Intangibles | 578 |
| | 647 |
|
| Employee benefits | 11 |
| | 4 |
|
| Derivatives | 1 |
| | 6 |
|
| Undistributed foreign earnings | 24 |
| | 189 |
|
| Other | 20 |
| | 146 |
|
| Total |
| $948 |
| |
| $1,341 |
|
| Deferred income tax (liabilities) assets – net |
| ($145 | ) | |
| ($231 | ) |
Net operating loss and credit carryforwards
|
| | | | | | | | | |
| ($ in millions) | 2019 |
| | 2018 |
| | Expiration |
| Available net operating loss carryforwards, Tax Effected: | | | | | |
| Indefinite expiration |
| $157 |
| |
| $124 |
| | NA |
| Definite expiration | 25 |
| | 68 |
| | 2020 - 2039 |
| Total |
| $182 |
| |
| $192 |
| | NA |
| Income tax credit carryforwards |
| $59 |
| |
| $61 |
| | 2020 - 2039 |
2019 PPG ANNUAL REPORT AND FORM 10-K 59
Notes to the Consolidated Financial Statements
|
| | | | | | | | | |
| ($ in millions) | 2017 |
| | 2016 |
| | Expiration |
| Available net operating loss carryforwards: | | | | | |
| Indefinite expiration |
| $447 |
| |
| $376 |
| | NA |
| Definite expiration | 247 |
| | 118 |
| | 2018 - 2030 |
| Total |
| $694 |
| |
| $494 |
| | NA |
| Net operating loss carryforwards, tax effected |
| $210 |
| |
| $140 |
| | NA |
| Income tax credit carryforwards |
| $9 |
| |
| $57 |
| | 2018 - 2027 |
A valuation allowance of $170$158 million and $119$164 million has been established for carry-forwards and certain other items at December 31, 20172019 and 2016,2018, respectively, when the ability to utilize them is not likely.
Undistributed foreign earnings
The Company had $3.4$3.6 billion and $5.3$3.0 billion of undistributed earnings of non-U.S. subsidiaries as of December 31, 20172019 and 2016,2018, respectively. These amounts relate to approximately 250290 subsidiaries in approximately 75 taxable jurisdictions. The Company estimates repatriation of undistributed earnings of non-U.S. subsidiaries as of December 31, 20172019 and 20162018 would have resulted in a U.S. tax cost of approximately $30$32 million (assuming tax reform) and $350$19 million, respectively.
Over the past several years, PPG has established deferred tax liabilities on certain undistributed earnings, namely in connection with divestitures and the funding of the Pittsburgh Corning Asbestos Trust (refer to Note 14 “Commitments, “Commitments and Contingent Liabilities”Liabilities”). At December 31, 2016, the expected future tax cost to repatriate these foreign earnings which were not permanently reinvested totaled $189 million. At December 31, 2016, no significant deferred U.S. income taxes had been provided on the remaining $3.5 billion of PPG’s undistributed earnings as they were considered to be reinvested for an indefinite period of time or will be repatriated when it is tax effective to do so.
In 2017, in conjunction with the enactment of the Act, PPG owes U.S. tax on substantially all unrepatriated earnings. As of December 31, 2017,2019, with exception of the aforementioned deferred liability established for the asbestos trust, the Company has provisionally not changed its intention to reinvest foreign earnings indefinitely or repatriate when it is tax effective to do so, and as such, has not established a liability for foreign withholding taxes or other costs that would be incurred if the earnings were repatriated.
72 2017 PPG ANNUAL REPORT AND 10-K/A
Notes to the Consolidated Financial Statements
Unrecognized tax benefits
The Company files federal, state and local income tax returns in numerous domestic and foreign jurisdictions. In most tax jurisdictions, returns are subject to examination by the relevant tax authorities for a number of years after the returns have been filed. The Company is no longer subject to examinations by tax authorities in any major tax jurisdiction for years before 2006.2008. Additionally, the Company is no longer subject to examination by the Internal Revenue Service has completed its examination of the Company’sfor U.S. federal income tax returns filed for years through 2011.2014. The examinations of the Company’s U.S. federal income tax returns for 20122015 through 20132016 are currently underway.
A reconciliation of the total amounts of unrecognized tax benefits (excluding interest and penalties) as of December 31 follows:
|
| | | | | | | | | | | |
| ($ in millions) | 2019 |
| | 2018 |
| | 2017 |
|
| January 1 |
| $166 |
| |
| $148 |
| |
| $94 |
|
| Current year tax positions - additions | 25 |
| | 36 |
| | 37 |
|
| Prior year tax positions - additions | 4 |
| | 17 |
| | 26 |
|
| Prior year tax positions - reductions | (9 | ) | | (6 | ) | | — |
|
| Statute of limitations expirations | (6 | ) | | (9 | ) | | (8 | ) |
| Settlements | (12 | ) | | (15 | ) | | (10 | ) |
| Foreign currency translation | (1 | ) | | (5 | ) | | 9 |
|
| December 31 |
| $167 |
| |
| $166 |
|
|
| $148 |
|
|
| | | | | | | | | | | |
| ($ in millions) | 2017 |
| | 2016 |
| | 2015 |
|
| January 1 |
| $94 |
| |
| $82 |
| |
| $71 |
|
| Current year tax positions - additions | 37 |
| | 25 |
| | 14 |
|
| Prior year tax positions - additions | 26 |
| | 8 |
| | 5 |
|
| Pre-acquisition unrecognized tax benefits | — |
| | — |
| | 4 |
|
| Prior year tax positions - reductions | — |
| | (11 | ) | | (3 | ) |
| Statute of limitations expirations | (8 | ) | | (8 | ) | | (1 | ) |
| Settlements | (10 | ) | | — |
| | (3 | ) |
| Foreign currency translation | 9 |
| | (2 | ) | | (5 | ) |
| December 31 |
| $148 |
| |
| $94 |
|
|
| $82 |
|
The Company expects that any reasonably possible change in the amount of unrecognized tax benefits in the next 12 months would not be significant.
The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate was $140$143 million as of December 31, 2017.2019.
Interest and penalties |
| | | | | | | | | | | |
| ($ in millions) | 2019 |
| | 2018 |
| | 2017 |
|
| Accrued interest and penalties related to unrecognized tax benefits |
| $17 |
| |
| $16 |
| |
| $15 |
|
| Loss recognized in income tax expense related to interest and penalties |
| $1 |
| |
| $2 |
| |
| $4 |
|
|
| | | | | | | | | | | |
| ($ in millions) | 2017 |
| | 2016 |
| | 2015 |
|
| Accrued interest and penalties related to unrecognized tax benefits |
| $15 |
| |
| $9 |
| |
| $8 |
|
| Loss recognized in income tax expense related to interest and penalties |
| $4 |
| |
| $1 |
| |
| $2 |
|
The Company recognizes accrued interest and penalties related to unrecognized tax benefits in income tax expense.
13. 13. Employee Benefit Plans
Defined Benefit Plans
PPG has defined benefit pension plans that cover certain employees worldwide. The principal defined benefit pension plans are those in the U.S., Canada, the Netherlands and the U.K. These plans in the aggregate represent approximately 93% of thePPG’s total projected benefit obligation at December 31, 2017,2019, of which the U.S. defined benefit pension plans represent the largest component.
U.S. defined benefit plans
As of January 1, 2006, the Company closed theCompany’s U.S. salaried defined benefit plans to new entrants. The defined benefit plan of certain hourly employees waswere closed to new entrants in 2006 or thereafter. Eligible employees participate in a defined contribution retirement plan.entrants. In 2011, the Company approved amendments related to certain U.S. defined benefit plans so that depending upon the affected employee’s combined
60 2019 PPG ANNUAL REPORT AND 10-K
Notes to the Consolidated Financial Statements
age and years of service to PPG, certain employees stopped or will stop accruing benefits either duringin 2011 or inat the end of 2020. The affected employees will participate in the Company’s defined contribution retirement plans from the date their benefits under their respective defined benefit plans are frozen.
The Company has amended other defined benefit plans in other countries in a similar way and plans to continue reviewing and potentially changingamending other PPG defined benefit plans in the future.
U.S. pension annuity contracts
In June 2016, the Company entered into a Definitive Purchase Agreement by and among the Company, Massachusetts Mutual Life Insurance Company (“MassMutual”) and State Street Bank & Trust Company (“State Street”), as independent fiduciary to the Company’s United States defined benefit pension plans (the “Plans”), and a Definitive Purchase Agreement by and among the Company, Metropolitan Life Insurance Company (“MetLife”) and State Street.
2017 PPG ANNUAL REPORT AND FORM 10-K/A 73
Notes to the Consolidated Financial Statements
In August 2016, pursuant to the two Definitive Purchase Agreements, the Plans purchased group annuity contracts that irrevocably transferred to the two insurance companies certain pension benefit obligations for approximately 13,200 of the Company’s retirees in the United States who started receiving their monthly retirement benefit payments on or before April 1, 2016. The value of the benefit obligation of each affected former salaried employee’s retirement benefit obligation is irrevocably guaranteed by, and split equally between, MassMutual and MetLife. Pursuant to these Definitive Purchase Agreements, MassMutual serves as the lead administrator. The value of each affected former hourly employee’s retirement benefit obligation is irrevocably guaranteed by MetLife, and MetLife will serve as the administrator. The amount of each affected retiree’s annuity payment is equal to the amount of such individual’s pension benefit. The purchase of group annuity contracts was funded directly by the assets of the Plans. By irrevocably transferring the obligations and assets to MassMutual and MetLife, the Company reduced its overall pension projected benefit obligation by approximately $1.6 billion and recognized a non-cash pension settlement charge of approximately $535 million after-tax ($857 million pre-tax).
Following the transfer of the aforementioned U.S. retiree obligations and assets to third party insurers, PPG contributed $29 million and $146 million to its U.S. plans in 2017 and 2016, respectively. These contributions were funded using cash on hand.
During 2016, as a result of the purchase of group annuity contracts, PPG merged two of its qualified defined benefit pension plans that contained retired plan participants into one surviving plan. In conjunction with the merger and purchase of group annuity contracts, PPG remeasured its qualified pension plan benefit obligations using prevailing discount rates as of July 31, 2016 which averaged 3.6% as compared to a 4.5% discount rate as of December 31, 2015. The remeasurement increased the Company's cumulative pension benefit obligation of its remaining plans by $306 million and increased the Company's full year 2016 qualified defined benefit pension expense by approximately $10 million.
Canadian pension annuity contracts
In 2016, the Company purchased group annuity contracts that transferred pension benefit obligations for certain of the Company’s retirees and terminated vested participants in Canada who started receiving their monthly retirement benefit payments on or before April 1, 2016 to Sun Life Assurance Company of Canada (“Sun Life”) and The Canada Life Assurance Company (“Canada Life”). The amount of each affected retiree’s annuity payment is equal to the amount of such individual’s pension benefit. The purchase of group annuity contracts was funded directly by the assets of the Canadian plans. By transferring the obligations and assets to Sun Life and Canada Life, the Company reduced its overall pension projected benefit obligation by approximately $200 million and recognized a non-cash pension settlement charge of $47 million after-tax ($64 million pre-tax). The Company made voluntary contributions aggregating $7 million to the Canadian plans in 2016 related to the pension annuity contracts. These contributions were funded using cash on hand.
Sale of the flat glass business
In 2016, PPG completed the sale of its flat glass business as discussed in Note 3, “Acquisitions and Divestitures.” PPG transferred to Vitro certain defined benefit pension liabilities resulting in a settlement charge of $11 million which is included in the net gain on the sale of the flat glass business. This transaction lowered the projected benefit obligation of PPG’s defined benefit pension plan by approximately $100 million. PPG transferred pension assets of $55 million in 2016 in connection with the sale and expects to transfer an additional $5 million to $10 million of pension assets in 2018.
Sale of the European fiber glass business
In 2016, PPG completed the sale of its European fiber glass business as discussed in Note 3, “Acquisitions and Divestitures.” PPG transferred to NEG certain defined benefit pension liabilities resulting in a net settlement charge of $46 million. This amount is included in Income from discontinued operations, net of tax in 2016.This transaction lowered the projected benefit obligation of PPG’s defined benefit pension plans by approximately $340 million. PPG transferred pension assets of approximately $250 million in connection with the sale.
Postretirement medical
PPG sponsors welfare benefit plans that provide postretirement medical and life insurance benefits for certain U.S. and Canadian employees and their dependents of which the U.S. welfare benefit plans represent approximately 85%87% of thePPG’s total projected benefit obligation at December 31, 2017.2019. Salaried and certain hourly employees in the U.S. hired on or after October 1, 2004, or rehired on or after October 1, 2012 are not eligible for postretirement medical benefits.
The U.S. welfare benefit plans include an Employee Group Waiver Plan (“EGWP”) for certain Medicare-eligible retirees and their dependents which includes a fully-insured Medicare Part D prescription drug plan. As such, PPG is not eligible to receive the federal subsidy provided under the Medicare Act of 2003 for these retirees and their dependents.
These plans in the U.S. and Canada require retiree contributions based on retiree-selected coverage levels for certain retirees and their dependents and provide for sharing of future benefit cost increases between PPG and participants based on management discretion. The Company has the right to modify, amend or terminate certain of these benefit plans in the future.
74 2017 PPG ANNUAL REPORT AND 10-K/A
Notes to the Consolidated Financial Statements
In 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. Beginning January 1, 2017, PPG’s contribution for health care coverage related to Medicare-eligible retirees is in the form of a tax-free account known as a Health Reimbursement Arrangement (HRA). The HRA can be used to pay for health care and prescription drug plan premiums and certain out-of-pocket medical costs; unused funds can be carried over to future years.
The announcement of thesethis plan design changeschange triggered a remeasurement of PPG’s retiree medical benefit obligation using prevailing interest rates. The plan design change resulted in a $306 million reduction in the Company's postretirement benefit obligation. PPG accounted for the plan design change prospectively, and the plan design changeimpact will be amortized to periodic postretirement benefit cost over a 5.6 year period.period through 2022.
The following table sets forth the changes in projected benefit obligations (“PBO”) (as calculated as of December 31), plan assets, the funded status and the amounts recognized inon the accompanying consolidated balance sheet for the Company’s defined benefit pension and other postretirement benefit plans:
|
| | | | | | | | | | | | | | | | | | |
| | Defined Benefit Pension Plans |
| | United States | International | Total PPG |
| ($ in millions) | 2019 |
| 2018 |
| 2019 |
| 2018 |
| 2019 |
| 2018 |
|
| Projected benefit obligation, January 1 |
| $1,582 |
|
| $1,706 |
|
| $1,518 |
|
| $1,756 |
|
| $3,100 |
|
| $3,462 |
|
| Service cost | 13 |
| 17 |
| 10 |
| 11 |
| 23 |
| 28 |
|
| Interest cost | 64 |
| 57 |
| 41 |
| 40 |
| 105 |
| 97 |
|
| Actuarial losses (gains) - net | 263 |
| (129 | ) | 186 |
| (117 | ) | 449 |
| (246 | ) |
| Benefits paid | (80 | ) | (70 | ) | (64 | ) | (55 | ) | (144 | ) | (125 | ) |
| Plan transfers | — |
| — |
| — |
| (8 | ) | — |
| (8 | ) |
| Foreign currency translation adjustments | — |
| — |
| 34 |
| (88 | ) | 34 |
| (88 | ) |
| Settlements and curtailments | — |
| — |
| (4 | ) | (24 | ) | (4 | ) | (24 | ) |
| Other | — |
| 1 |
| (2 | ) | 3 |
| (2 | ) | 4 |
|
| Projected benefit obligation, December 31 |
| $1,842 |
|
| $1,582 |
|
| $1,719 |
|
| $1,518 |
|
| $3,561 |
|
| $3,100 |
|
| Market value of plan assets, January 1 |
| $1,140 |
|
| $1,196 |
|
| $1,478 |
|
| $1,687 |
|
| $2,618 |
|
| $2,883 |
|
| Actual return on plan assets | 219 |
| (82 | ) | 190 |
| (53 | ) | 409 |
| (135 | ) |
| Company contributions | — |
| 75 |
| 13 |
| 24 |
| 13 |
| 99 |
|
| Benefits paid | (55 | ) | (49 | ) | (56 | ) | (53 | ) | (111 | ) | (102 | ) |
| Plan settlements | — |
| — |
| (4 | ) | (24 | ) | (4 | ) | (24 | ) |
| Foreign currency translation adjustments | — |
| — |
| 42 |
| (95 | ) | 42 |
| (95 | ) |
| Other | — |
| — |
| (2 | ) | (8 | ) | (2 | ) | (8 | ) |
| Market value of plan assets, December 31 |
| $1,304 |
|
| $1,140 |
|
| $1,661 |
|
| $1,478 |
|
| $2,965 |
|
| $2,618 |
|
| Funded Status |
| ($538 | ) |
| ($442 | ) |
| ($58 | ) |
| ($40 | ) |
| ($596 | ) |
| ($482 | ) |
| Amounts recognized in the Consolidated Balance Sheet: | | | | | | |
| Other assets (long-term) | — |
| — |
| 183 |
| 189 |
| 183 |
| 189 |
|
| Accounts payable and accrued liabilities | (26 | ) | (18 | ) | (8 | ) | (8 | ) | (34 | ) | (26 | ) |
| Accrued pensions | (512 | ) | (424 | ) | (233 | ) | (221 | ) | (745 | ) | (645 | ) |
| Net liability recognized |
| ($538 | ) |
| ($442 | ) |
| ($58 | ) |
| ($40 | ) |
| ($596 | ) |
| ($482 | ) |
2019 PPG ANNUAL REPORT AND FORM 10-K 61
Notes to the Consolidated Financial Statements
|
| | | | | | | | | | | | |
| | Pensions | Other Postretirement Benefits |
| ($ in millions) | 2017 |
| 2016 |
| 2017 |
| 2016 |
|
| Projected benefit obligation, January 1 |
| $3,252 |
|
| $5,349 |
|
| $792 |
|
| $1,084 |
|
| Service cost | 33 |
| 48 |
| 10 |
| 15 |
|
| Interest cost | 98 |
| 142 |
| 24 |
| 31 |
|
| Plan amendments | — |
| — |
| — |
| (306 | ) |
| Actuarial losses (gains) - net | 185 |
| 538 |
| (27 | ) | 13 |
|
| Benefits paid | (167 | ) | (233 | ) | (48 | ) | (53 | ) |
| Foreign currency translation adjustments | 165 |
| (141 | ) | 8 |
| 2 |
|
| Settlements and curtailments | (85 | ) | (2,354 | ) | — |
| — |
|
| Former glass business changes, net | (1 | ) | (96 | ) | (8 | ) | 6 |
|
| Other | (18 | ) | (1 | ) | 2 |
| — |
|
| Projected benefit obligation, December 31 |
| $3,462 |
|
| $3,252 |
|
| $753 |
|
| $792 |
|
| Market value of plan assets, January 1 |
| $2,561 |
|
| $4,627 |
| |
| |
|
| Actual return on plan assets | 289 |
| 470 |
| |
| |
|
| Company contributions | 87 |
| 204 |
| |
| |
|
| Participant contributions | 1 |
| 1 |
| |
| |
|
| Benefits paid | (109 | ) | (205 | ) | |
| |
|
| Plan transfers | — |
| (3 | ) | | |
| Plan settlements | (95 | ) | (2,338 | ) | | |
| Plan expenses and other-net | — |
| — |
| |
| |
|
| Foreign currency translation adjustments | 149 |
| (134 | ) | |
| |
|
| Former glass business changes, net | — |
| (61 | ) | | |
| Market value of plan assets, December 31 |
| $2,883 |
|
| $2,561 |
| |
| |
|
| Funded Status |
| ($579 | ) |
| ($691 | ) |
| ($753 | ) |
| ($792 | ) |
| Amounts recognized in the Consolidated Balance Sheet: |
| Other assets (long-term) | 173 |
| 110 |
| — |
| — |
|
| Accounts payable and accrued liabilities | (23 | ) | (61 | ) | (54 | ) | (61 | ) |
| Accrued pensions | (729 | ) | (740 | ) | — |
| — |
|
| Other postretirement benefits | — |
| — |
| (699 | ) | (724 | ) |
| Liabilities held for sale | — |
| — |
| — |
| (7 | ) |
| Net liability recognized |
| ($579 | ) |
| ($691 | ) |
| ($753 | ) |
| ($792 | ) |
|
| | | | | | | | | | | | | | | | | | |
| | Other Postretirement Benefit Plans |
| | United States | International | Total PPG |
| ($ in millions) | 2019 |
| 2018 |
| 2019 |
| 2018 |
| 2019 |
| 2018 |
|
| Projected benefit obligation, January 1 |
| $587 |
|
| $641 |
|
| $94 |
|
| $112 |
|
| $681 |
|
| $753 |
|
| Service cost | 8 |
| 9 |
| — |
| 1 |
| 8 |
| 10 |
|
| Interest cost | 23 |
| 21 |
| 3 |
| 3 |
| 26 |
| 24 |
|
| Plan amendments | (17 | ) | — |
| — |
| — |
| (17 | ) | — |
|
| Actuarial losses (gains) - net | 59 |
| (38 | ) | 1 |
| (9 | ) | 60 |
| (47 | ) |
| Benefits paid | (44 | ) | (45 | ) | (5 | ) | (4 | ) | (49 | ) | (49 | ) |
| Foreign currency translation adjustments | — |
| — |
| 4 |
| (8 | ) | 4 |
| (8 | ) |
| Other | — |
| (1 | ) | (1 | ) | (1 | ) | (1 | ) | (2 | ) |
| Projected benefit obligation, December 31 |
| $616 |
|
| $587 |
|
| $96 |
|
| $94 |
|
| $712 |
|
| $681 |
|
| Amounts recognized in the Consolidated Balance Sheet: | | | | | | |
| Accounts payable and accrued liabilities | (46 | ) | (48 | ) | (5 | ) | (4 | ) | (51 | ) | (52 | ) |
| Other postretirement benefits | (570 | ) | (539 | ) | (91 | ) | (90 | ) | (661 | ) | (629 | ) |
| Net liability recognized |
| ($616 | ) |
| ($587 | ) |
| ($96 | ) |
| ($94 | ) |
| ($712 | ) |
| ($681 | ) |
The PBO is the actuarial present value of benefits attributable to employee service rendered to date, including the effects of estimated future pay increases. The accumulated benefit obligation (“ABO”) is the actuarial present value of benefits attributable to employee service rendered to date, but does not include the effects of estimated future pay increases. The ABO for all defined benefit pension plans as of December 31, 20172019 and 20162018 was $3,382 million$3.4 billion and $3,171 million,$2.9 billion, respectively.
2017 PPG ANNUAL REPORT AND FORM 10-K/A 75
Notes to the Consolidated Financial Statements
The following table details the pension plans where the benefit liability exceeds the fair value of the plan assets: |
| | | | | | | |
| | Pensions |
| ($ in millions) | 2019 |
| | 2018 |
|
| Plans with PBO in Excess of Plan Assets: | | | |
| Projected benefit obligation |
| $2,223 |
| |
| $1,935 |
|
| Fair value of plan assets |
| $1,449 |
| |
| $1,269 |
|
| Plans with ABO in Excess of Plan Assets: | | | |
| Accumulated benefit obligation |
| $2,176 |
| |
| $1,883 |
|
| Fair value of plan assets |
| $1,449 |
| |
| $1,269 |
|
|
| | | | | | | |
| | Pensions |
| ($ in millions) | 2017 |
| | 2016 |
|
| Plans with PBO in Excess of Plan Assets: | | | |
| Projected benefit obligation |
| $2,544 |
| |
| $2,406 |
|
| Fair value of plan assets |
| $1,792 |
| |
| $1,609 |
|
| Plans with ABO in Excess of Plan Assets: | | | |
| Accumulated benefit obligation |
| $2,434 |
| |
| $2,302 |
|
| Fair value of plan assets |
| $1,749 |
| |
| $1,575 |
|
Net actuarial losses and prior service cost/(credit) deferred in accumulated other comprehensive loss
|
| | | | | | | | | | | | | |
| | Pensions | | Other Postretirement Benefits |
| ($ in millions) | 2019 |
| 2018 |
| | 2019 |
| 2018 |
|
| Accumulated net actuarial losses |
| $920 |
|
| $800 |
| |
| $166 |
|
| $113 |
|
| Accumulated prior service cost (credit) | 2 |
| 2 |
| | (138 | ) | (178 | ) |
| Total |
| $922 |
|
| $802 |
| |
| $28 |
|
| ($65 | ) |
|
| | | | | | | | | | | | | |
| ($ in millions) | Pensions | | Other Postretirement Benefits |
| | 2017 |
| 2016 |
| | 2017 |
| 2016 |
|
| Accumulated net actuarial losses |
| $835 |
|
| $918 |
| |
| $180 |
|
| $226 |
|
| Accumulated prior service cost (credit) | — |
| 1 |
| | (239 | ) | (298 | ) |
| Total |
| $835 |
|
| $919 |
| |
| ($59 | ) |
| ($72 | ) |
The accumulated net actuarial losses for pensions and other postretirement benefits relate primarily to historical declines in the discount rate as well as updated mortality assumptions.rates. The accumulated net actuarial losses exceedexceeded 10% of the higher of the market value of plan assets or the PBO at the beginning of each of the year,last three years; therefore, amortization of such excess has been included in net periodic benefit costs for pension and other postretirement benefits in each of the last three years.these periods. The amortization period is the average remaining service period of active employees expected to receive benefits unless a plan is mostly inactive in which case the amortization period is the average remaining life expectancy of the plan participants. Accumulated prior service cost (credit) is amortized over the future service periods of those employees who are active at the dates of the plan amendments and who are expected to receive benefits.
62 2019 PPG ANNUAL REPORT AND 10-K
Notes to the Consolidated Financial Statements
The net decreaseincrease in accumulatedAccumulated other comprehensive loss (pre-tax)(pretax) in 20172019 relating to defined benefit pension and other postretirement benefits is primarily attributable to pension settlement charges and other postretirement plan design changes,
discount rate declines, as follows: | | | ($ in millions) | Pensions |
| | Other Postretirement Benefits |
| Pensions |
| | Other Postretirement Benefits |
|
| Net actuarial loss (gain) arising during the year |
| $38 |
| |
| ($35 | ) | |
| New prior service cost (credit) | (2 | ) | | 1 |
| |
| Net actuarial loss arising during the year | |
| $179 |
| |
| $60 |
|
| New prior service credit | | — |
| | (17 | ) |
| Amortization of actuarial loss | (75 | ) | | (12 | ) | (62 | ) | | (8 | ) |
| Amortization of prior service (cost) credit | (1 | ) | | 59 |
| |
| Amortization of prior service credit | | — |
| | 57 |
|
| Foreign currency translation adjustments | 19 |
| | — |
| 5 |
| | 1 |
|
| Impact of settlements and curtailments | (63 | ) | | — |
| (2 | ) | | — |
|
| Net change |
| ($84 | ) | |
| $13 |
|
| $120 |
| |
| $93 |
|
The 20172019 net actuarial loss related to the Company’s pension and other postretirement benefit plans of $3 million was primarily due to a decrease in the weighted average discount rate used to determine the benefit obligation at December 31, 2017,2019, partially offset by asset performance gains in excess of the expected return on plan assets for the year.
The estimated amount of accumulated net actuarial loss for the defined benefit pension plans that will be amortized from accumulated other comprehensive income into net periodic benefit cost in 2018 is $68 million. The estimated amounts of accumulated net actuarial loss and prior service (credit) for the other postretirement benefit plans that will be amortized from accumulated other comprehensive income (loss) into net periodic benefit cost in 2018 are $17 million and $(60) million, respectively.
76 2017 PPG ANNUAL REPORT AND 10-K/A
Notes to the Consolidated Financial Statements
Net periodic benefit cost
|
| | | | | | | | | | | | | | | | | | | |
| | Pensions | | Other Postretirement Benefits |
| ($ in millions) | 2019 |
| 2018 |
| 2017 |
| | 2019 |
| 2018 |
| 2017 |
|
| Service cost |
| $23 |
|
| $28 |
|
| $33 |
| |
| $8 |
|
| $10 |
|
| $10 |
|
| Interest cost | 105 |
| 97 |
| 98 |
| | 26 |
| 24 |
| 24 |
|
| Expected return on plan assets | (139 | ) | (150 | ) | (141 | ) | | — |
| — |
| — |
|
| Amortization of prior service credit | — |
| — |
| — |
| | (57 | ) | (60 | ) | (59 | ) |
| Amortization of actuarial losses | 62 |
| 63 |
| 75 |
| | 8 |
| 19 |
| 12 |
|
| Settlements, curtailments, and special termination benefits | 3 |
| 5 |
| 60 |
| | — |
| — |
| — |
|
| Net periodic benefit cost/(income) |
| $54 |
|
| $43 |
|
| $125 |
| |
| ($15 | ) |
| ($7 | ) |
| ($13 | ) |
|
| | | | | | | | | | | | | | | | | | | |
| | Pensions | | Other Postretirement Benefits |
| ($ in millions) | 2017 |
| 2016 |
| 2015 |
| | 2017 |
| 2016 |
| 2015 |
|
| Service cost |
| $33 |
|
| $48 |
|
| $57 |
| |
| $10 |
|
| $15 |
|
| $16 |
|
| Interest cost | 98 |
| 142 |
| 196 |
| | 24 |
| 31 |
| 45 |
|
| Expected return on plan assets | (141 | ) | (213 | ) | (287 | ) | | — |
| — |
| — |
|
| Amortization of prior service credit | — |
| (1 | ) | (2 | ) | | (59 | ) | (31 | ) | (9 | ) |
| Amortization of actuarial losses | 75 |
| 110 |
| 119 |
| | 12 |
| 19 |
| 32 |
|
| Settlements, curtailments, and special termination benefits | 60 |
| 1,015 |
| 8 |
| | — |
| — |
| — |
|
| Net periodic benefit cost/(income) |
| $125 |
|
| $1,101 |
|
| $91 |
| |
| ($13 | ) |
| $34 |
|
| $84 |
|
NetService cost for net periodic pension and other postretirement benefit cost/(income)costs is included in Cost of sales, exclusive of depreciation and amortization, Selling, general and administrative, and Research and development, and Income from discontinued operations, net in the accompanying consolidated statements of taxincome. Except for Pension settlement charges in 2017, all other components of net periodic benefit cost are recorded in Other charges in the accompanying consolidated statements of income.
Key assumptions
The following weighted average assumptions were used to determine the benefit obligation for the Company’s defined benefit pension and other postretirement plans as of December 31, 20172019 and 2016:2018:
|
| | | | | | | | | | | | | | |
| | United States | | International | | Total PPG |
| | 2019 |
| 2018 |
| | 2019 |
| 2018 |
| | 2019 |
| 2018 |
|
| Discount rate | 3.3 | % | 4.4 | % | | 2.2 | % | 2.9 | % | | 2.8 | % | 3.7 | % |
| Rate of compensation increase | 2.5 | % | 1.5 | % | | 2.8 | % | 0.9 | % | | 2.6 | % | 1.2 | % |
|
| | | | | |
| | 2017 |
| | 2016 |
|
Discount rate(1) | 3.2 | % | | 3.7 | % |
| Rate of compensation increase | 1.3 | % | | 1.6 | % |
| |
(1) | The discount rate for U.S. defined benefit pension and other postretirement plans was 3.7% and 4.3% as of December 31, 2017 and 2016, respectively. |
The following weighted average assumptions were used to determine the net periodic benefit cost for the Company’s defined benefit pension and other postretirement benefit plans for the three years in the period ended December 31, 2017:2019:
|
| | | | | | | | |
| | 2019 |
| | 2018 |
| | 2017 |
|
| Discount rate | 3.7 | % | | 3.2 | % | | 3.6 | % |
| Expected return on assets | 5.4 | % | | 5.4 | % | | 5.4 | % |
| Rate of compensation increase | 1.8 | % | | 1.2 | % | | 1.3 | % |
|
| | | | | | | | |
| | 2017 |
| | 2016 |
| | 2015 |
|
| Discount rate | 3.6 | % | | 3.6 | % | | 3.8 | % |
| Expected return on assets | 5.4 | % | | 6.1 | % | | 6.1 | % |
| Rate of compensation increase | 1.3 | % | | 1.6 | % | | 2.0 | % |
These assumptions for each plan are reviewed on an annual basis. In determining the expected return on plan asset assumption, the Company evaluates the mix of investments that comprise each plan’s assets and external forecasts of future long-term investment returns. The Company compares the expected return on plan assets assumption to actual historic returns to ensure reasonability. For 2017,2019, the return on plan assets assumption for PPG’s U.S. defined benefit pension plans was 7.5%7.4%. A change in the rate of return of 1 percentage point,100 basis points, with other assumptions held constant, would impact 20172019 net periodic pension expense by $11$13 million. The global expected return on plan assets assumption to be used in determining 20182020 net periodic pension expense will be 5.30% (7.40%5.0% (7.4% for the U.S. plans only).
2019 PPG ANNUAL REPORT AND FORM 10-K 63
Notes to the Consolidated Financial Statements
The discount raterates used in accounting for pensions and other postretirement benefits is determined by reference to a current yield curve and by considering the timing and amount of projected future benefit payments. In 2016, the Company changed the method it uses to estimate the service and interest cost components of net periodic benefit cost for pension and other postretirement benefit costs for substantially all of its U.S. and foreign plans. Historically, the service and interest cost components were estimatedbenefits are determined using a single weighted-average discount rate derived from the yield curve used to measureconstructed of high-quality fixed-income securities as of the measurement date and using the plans’ projected benefit obligation at the beginning of the period.payments. The Company has elected to use a full yield curve approach (“Split-rate” method) in the estimation of these components of benefit cost by applying specific spot rates along the yield curve used in the determination of the benefit obligation to the relevant projected cash flows. The Company made this change to improve the correlation between projected benefit cash flows and the corresponding yield curve spot rates and to provide a more precise measurement of service and interest costs. This change does not affectcost components of net periodic pension benefit cost (income) for countries with significant pension plans. The full yield curve approach (also known as the measurementsplit-rate or spot-rate method) allows the Company to align the applicable discount rates with the cost of additional service being earned and the Company’s total benefitinterest being accrued on these obligations. The Company accounted for this change as a change in estimate and, accordingly, began recognizing its effect in fiscal year 2016. A change in the discount rate of 1 percentage point,100 basis points, with all other assumptions held constant, would impact 20182020 net periodic benefit expense for our defined benefit pension and other postretirement benefit plans by $22$16 million and $26$6 million, respectively.
In 2017,2019, the Company updated mortality tables used to calculate its U.S. defined benefit pension and other postretirement benefit liabilities. The Company considered the available mortality tables released by the Society of Actuaries’ Retirement
2017 PPG ANNUAL REPORT AND FORM 10-K/A 77
Notes to the Consolidated Financial Statements
Plans Experience Committee and performed a review of its own mortality history, as well the industry in which the Company operates to assess future improvements in mortality rates based on its U.S. population. The Company chose to value its U.S. defined benefit pension and other postretirement benefit liabilities using a slightly modified assumption of future mortality which better approximates our plan participant population.
The weighted-average healthcarehealth care cost trend rate (inflation) used for 20172019 was 6.1%5.0% declining to a projected 4.5%4.3% in the year 2024.2039. For 2018,2020, the assumed weighted-average healthcarehealth care cost trend rate used will be 5.8%4.8% declining to a projected 4.5%4.3% between 20192020 and 2039 for medical and prescription drug costs, respectively. These assumptions are reviewed on an annual basis. In selecting rates for current and long-term health care cost assumptions, the Company takes into consideration a number of factors, including the Company’s actual health care cost increases, the design of the Company’s benefit programs, the demographics of the Company’s active and retiree populations and external expectations of future medical cost inflation rates. If these 2018 health care cost trend rates were increased or decreased by one percentage point per year, such increase or decrease would have the following effects:
|
| | | | | | | |
| | One-Percentage Point |
| ($ in millions) | Increase |
| | Decrease |
|
| Increase (decrease) in the aggregate of service and interest cost components of annual expense |
| $1 |
| |
| ($1 | ) |
| Increase (decrease) in the benefit obligation |
| $25 |
| |
| ($15 | ) |
Contributions to defined benefit pension plans
|
| | | | | | | | | |
| ($ in millions) | 2019 |
| 2018 |
| 2017 |
|
| U.S. defined benefit pension plans |
| $— |
|
| $75 |
|
| $54 |
|
| Non-U.S. defined benefit pension plans |
| $13 |
|
| $24 |
|
| $33 |
|
|
| | | | | | | | | |
| ($ in millions) | 2017 |
| 2016 |
| 2015 |
|
U.S. defined benefit pension plans(a) |
| $54 |
|
| $134 |
|
| $224 |
|
Non-U.S. defined benefit pension plans(b) |
| $33 |
|
| $54 |
|
| $39 |
|
| |
(a) | During 2016 and 2015, U.S. contributions totaling $12 million and $26 million associated with the former glass segment were recast as cash flows from operations - discontinued operations and are excluded from the table above. |
| |
(b) | During 2016 non-U.S. contributions totaling $4 million associated with the former European fiberglass business were recast as cash flows from operations - discontinued operations and are excluded from the table above. |
Substantially allPPG made voluntary contributions of $75 million to its U.S. defined benefit pension plans in 2018. Contributions made to PPG’s non-U.S. defined benefit pension plans in 20172019 and 20162018 were required by local funding requirements. PPG expects to make mandatory contributions to its non-U.S. plans in the range of $15 million to $20 million to $30 million in 2018. PPG contributed $25 million to its U.S. defined benefit pension plans in January 2018.2020. PPG may make voluntary contributions to its defined benefit pension plans in 20182020 and beyond.
Benefit payments
The estimated benefits expected to be paid under the Company’s defined benefit pension and other postretirement benefit plans are:
|
| | | | | | | |
| ($ in millions) | Pensions |
| | Other Postretirement Benefits |
|
| 2020 |
| $145 |
| |
| $51 |
|
| 2021 |
| $143 |
| |
| $51 |
|
| 2022 |
| $146 |
| |
| $50 |
|
| 2023 |
| $153 |
| |
| $49 |
|
| 2024 |
| $160 |
| |
| $48 |
|
| 2025 to 2029 |
| $845 |
| |
| $209 |
|
|
| | | | | | | |
| ($ in millions) | Pensions |
| | Other Postretirement Benefits |
|
| 2018 |
| $147 |
| |
| $54 |
|
| 2019 |
| $147 |
| |
| $54 |
|
| 2020 |
| $156 |
| |
| $53 |
|
| 2021 |
| $161 |
| |
| $53 |
|
| 2022 |
| $166 |
| |
| $52 |
|
| 2023 to 2027 |
| $901 |
| |
| $231 |
|
U.S. Qualified Pension
Beginning in 2012, the Company initiatedoffered a lump sum payout programoption that gave certain terminated vested participants in certain U.S. defined benefit pension plans the optionopportunity to take a one-time lump sum cash payment in lieu of receiving a future monthly annuity. During 2017, PPG paid $87 million in lump sum benefits to terminated vested participants who elected to participate in the program. As the lump-sum payments were in excess of the expected 2017 service and interest costs for the qualified pension plans, PPG remeasured the periodic benefit obligation of the qualified plans and recorded a settlement charge totaling $35 million ($22 million after-tax).million.
U.S. Non-qualified Pension
In 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
78 201764 2019 PPG ANNUAL REPORT AND 10-K/A10-K
Notes to the Consolidated Financial Statements
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).million.
Plan assets
Each PPG sponsored defined benefit pension plan is managed in accordance with the requirements of local laws and regulations governing defined benefit pension plans for the exclusive purpose of providing pension benefits to participants and their beneficiaries. Investment committees comprised of PPG managers have fiduciary responsibility to oversee the management of pension plan assets by third party asset managers. Pension plan assets are held in trust by financial institutions and managed on a day-to-day basis by the asset managers. The asset managers receive a mandate from each investment committee that is aligned with the asset allocation targets established by each investment committee to achieve the plan’s investment strategies. The performance of the asset managers is monitored and evaluated by the investment committees throughout the year.
Pension plan assets are invested to generate investment earnings over an extended time horizon to help fund the cost of benefits promised under the plans while mitigating investment risk. The asset allocation targets established for each pension plan are intended to diversify the investments among a variety of asset categories and among a variety of individual securities within each asset category to mitigate investment risk and provide each plan with sufficient liquidity to fund the payment of pension benefits to retirees.
The following summarizes the weighted average target pension plan asset allocation as of December 31, 20172019 and 20162018 for all PPG defined benefit plans: | | | Asset Category | 2017 | | 2016 | 2019 | | 2018 |
| Equity securities | 15-45% | | 30-65% | 15-45% | | 15-45% |
| Debt securities | 30-65% | | 30-65% | 30-65% | | 30-65% |
| Real estate | 0-10% | | 0-10% | 0-10% | | 0-10% |
| Other | 20-40% | | 0-20% | 20-40% | | 20-40% |
20172019 PPG ANNUAL REPORT AND FORM 10-K/A 7910-K 65
Notes to the Consolidated Financial Statements
The fair values of the Company’s pension plan assets at December 31, 20172019 and 2016,2018, by asset category, are as follows:
| | | | December 31, 2017 | | December 31, 2016 | December 31, 2019 | | December 31, 2018 |
| ($ in millions) | Level 1(1) |
| Level 2(1) |
| Level 3(1) |
| Total |
| | Level 1(1) |
| Level 2(1) |
| Level 3(1) |
| Total |
| Level 1(1) |
| Level 2(1) |
| Level 3(1) |
| Total |
| | Level 1(1) |
| Level 2(1) |
| Level 3(1) |
| Total |
|
| Asset Category | | | | | | | | |
| Equity securities: | | | | | | | | |
| U.S. | | | | | | | | |
| Large cap |
| $— |
|
| $83 |
|
| $— |
|
| $83 |
| |
| $— |
|
| $80 |
|
| $— |
|
| $80 |
|
| $58 |
|
| $80 |
|
| $— |
|
| $138 |
| |
| $43 |
|
| $94 |
|
| $— |
|
| $137 |
|
| Small cap | 29 |
| — |
| — |
| 29 |
| | — |
| — |
| — |
| — |
| 41 |
| — |
| — |
| 41 |
| | 23 |
| — |
| — |
| 23 |
|
| PPG common stock | — |
| — |
| — |
| — |
| | 53 |
| — |
| — |
| 53 |
| |
| Non-U.S. | | | | | | |
Developed and emerging markets(2) | 115 |
| 79 |
| — |
| 194 |
| | 80 |
| 75 |
| — |
| 155 |
| 143 |
| 84 |
| — |
| 227 |
| | 115 |
| 103 |
| — |
| 218 |
|
| Debt securities: | | | | | | |
| Cash and cash equivalents | — |
| 11 |
| — |
| 11 |
| | — |
| 6 |
| — |
| 6 |
| 10 |
| 16 |
| — |
| 26 |
| | 3 |
| 19 |
| — |
| 22 |
|
Corporate(3) | | | | | | |
U.S.(4) | — |
| 201 |
| 86 |
| 287 |
| | — |
| 5 |
| 86 |
| 91 |
| — |
| 337 |
| 77 |
| 414 |
| | — |
| 220 |
| 77 |
| 297 |
|
Developed and emerging markets(2) | — |
| 43 |
| — |
| 43 |
| | — |
| 42 |
| — |
| 42 |
| — |
| 2 |
| — |
| 2 |
| | — |
| 4 |
| — |
| 4 |
|
Diversified(5) | — |
| 124 |
| — |
| 124 |
| | — |
| 71 |
| — |
| 71 |
| — |
| 237 |
| — |
| 237 |
| | — |
| 142 |
| — |
| 142 |
|
| Government | | | | | | |
U.S.(4) | 68 |
| 1 |
| — |
| 69 |
| | — |
| — |
| — |
| — |
| 72 |
| 9 |
| — |
| 81 |
| | 68 |
| 8 |
| — |
| 76 |
|
| Developed markets | — |
| 101 |
| — |
| 101 |
| | — |
| 78 |
| — |
| 78 |
| — |
| 7 |
| — |
| 7 |
| | — |
| 6 |
| — |
| 6 |
|
Other(6) | — |
| 14 |
| 418 |
| 432 |
| | — |
| — |
| 15 |
| 15 |
| — |
| 18 |
| 377 |
| 395 |
| | — |
| 14 |
| 359 |
| 373 |
|
| Real estate, hedge funds, and other | — |
| 185 |
| 498 |
| 683 |
| | — |
| 172 |
| 414 |
| 586 |
| — |
| 303 |
| 381 |
| 684 |
| | — |
| 304 |
| 359 |
| 663 |
|
| Total assets in the fair value hierarchy |
| $212 |
|
| $842 |
|
| $1,002 |
|
| $2,056 |
| |
| $133 |
|
| $529 |
|
| $515 |
|
| $1,177 |
|
| $324 |
|
| $1,093 |
|
| $835 |
|
| $2,252 |
| |
| $252 |
|
| $914 |
|
| $795 |
|
| $1,961 |
|
Common-collective trusts(7) | — |
| — |
| — |
| 827 |
| | — |
| — |
| — |
| 1,384 |
| — |
| — |
| — |
| 713 |
| | — |
| — |
| — |
| 657 |
|
| Total Investments |
| $212 |
|
| $842 |
|
| $1,002 |
|
| $2,883 |
| |
| $133 |
|
| $529 |
|
| $515 |
|
| $2,561 |
|
| $324 |
|
| $1,093 |
|
| $835 |
|
| $2,965 |
| |
| $252 |
|
| $914 |
|
| $795 |
|
| $2,618 |
|
| |
| (1) | These levels refer to the accounting guidance on fair value measurement described in Note 10, “Financial Instruments, Hedging Activities and Fair Value Measurements.” |
| |
| (2) | These amounts represent holdings in investment grade debt or equity securities of issuers in both developed markets and emerging economies. |
| |
| (3) | This category represents investment grade debt securities from a diverse set of industry issuers. |
| |
| (4) | These investments are primarily long duration fixed income securities. |
| |
| (5) | This category represents commingled funds invested in diverse portfolios of debt securities. |
| |
| (6) | This category includes mortgage-backed and asset backed debt securities, municipal bonds and other debt securities including derivatives. |
| |
| (7) | Certain investments that are measured at net asset value per share (or its equivalent) are not required to be classified in the fair value hierarchy. |
The change in the fair value of the Company’s Level 3 pension assets for the years ended December 31, 20172019 and 20162018 was as follows: |
| | | | | | | | | | | | | | | |
| ($ in millions) | Real Estate |
| | Other Debt Securities |
| | Hedge Funds and Other Assets |
| | Total |
|
| January 1, 2018 |
| $138 |
| |
| $418 |
| |
| $446 |
| |
| $1,002 |
|
| Realized gains/(losses) | 9 |
| | (29 | ) | | 10 |
| | (10 | ) |
| Unrealized losses | — |
| | — |
| | (28 | ) | | (28 | ) |
| Transfers out, net | (6 | ) | | (12 | ) | | (119 | ) | | (137 | ) |
| Foreign currency losses | (4 | ) | | (18 | ) | | (10 | ) | | (32 | ) |
| December 31, 2018 |
| $137 |
| |
| $359 |
| |
| $299 |
| |
| $795 |
|
| Realized gains/(losses) | 18 |
| | 38 |
| | (3 | ) | | 53 |
|
| Unrealized (losses)/gains | (7 | ) | | — |
| | 15 |
| | 8 |
|
| Transfers (out)/in, net | (27 | ) | | (12 | ) | | 17 |
| | (22 | ) |
| Foreign currency gains/(losses) | 2 |
| | (8 | ) | | 7 |
| | 1 |
|
| December 31, 2019 |
| $123 |
| |
| $377 |
| |
| $335 |
| |
| $835 |
|
|
| | | | | | | | | | | | | | | |
| ($ in millions) | Real Estate |
| | Other Debt Securities |
| | Hedge Funds and Other Assets |
| | Total |
|
| January 1, 2016 |
| $209 |
| |
| $21 |
| |
| $405 |
| |
| $635 |
|
| Realized gains | 28 |
| | 1 |
| | — |
| | 29 |
|
| Unrealized losses | (15 | ) | | — |
| | (1 | ) | | (16 | ) |
| Transfers (out)/in | (88 | ) | | (5 | ) | | 16 |
| | (77 | ) |
| Foreign currency losses | (5 | ) | | (1 | ) | | (50 | ) | | (56 | ) |
| December 31, 2016 |
| $129 |
| |
| $16 |
| |
| $370 |
| |
| $515 |
|
| Realized gains | 11 |
| | 45 |
| | 3 |
| | 59 |
|
| Unrealized losses | — |
| | — |
| | 5 |
| | 5 |
|
| Transfers (out)/in | (5 | ) | | 355 |
| | 36 |
| | 386 |
|
| Foreign currency loss | 3 |
| | 2 |
| | 32 |
| | 37 |
|
| December 31, 2017 |
| $138 |
| |
| $418 |
| |
| $446 |
| |
| $1,002 |
|
Real estate properties are externally appraised at least annually by reputable, independent appraisal firms. Property valuations are also reviewed on a regular basis and are adjusted if there has been a significant change in circumstances related to the property since the last valuation.
80 201766 2019 PPG ANNUAL REPORT AND 10-K/A10-K
Notes to the Consolidated Financial Statements
Other debt securities consist of insurance contracts, which are externally valued by insurance companies based on the present value of the expected future cash flows.
Hedge funds consist of a wide range of investments which target a relatively stable investment return. The underlying funds are valued at different frequencies, some monthly and some quarterly, based on the value of the underlying investments. Other assets consist primarily of small investments in private equity funds and senior secured debt obligations of non-investment grade borrowers.
Retained liabilities and legacy settlement chargesSale of the flat glass business
In 2018, PPG has retained certain liabilities for defined benefittransferred pension and postretirement benefits earned for service up toassets of $20 million as a result of the date of sale of its former automotiveflat glass business in 2016 and service business for employees who were active assubsequent finalization of the divestiture date and for individuals who were retireestransfer of the business as of the divestiture date, totaling $369 million and $342 million at December 31, 2017 and 2016, respectively, for employees who were active as of the divestiture date and for individuals who were retirees of the business as of the divestiture date. PPG recognized expense of $2 million, $20 million and $17 million related to thesepension obligations in 2017, 2016, and 2015, respectively.
There have been multiple PPG facility closures in Canada related to the former automotive glass and services business as well as other PPG businesses. These various plant closures have resulted in partial and full windups, and related settlement charges, of pension plans for various hourly and salary employees employed by these locations. The charges are recorded for the individual plans when a particular windup is approved by the Canadian pension authorities. The Company has made all contributions to the individual plan and has discharged the liability through either lump sum payments to participants or purchasing annuities.buyer.
During 2016, PPG completed the wind-up of two legacy Canadian plans and recorded after-tax wind-up charges totaling $34 million ($47 million pre-tax). Cash contributions made in conjunction with these windups were approximately $1 million. The Company recorded a settlement charge of $7 million in 2015 related to legacy plant closures. We expect limited additional settlement charges related to these legacy plant closures; although the Company retains the right to continue to review and potentially change other PPG defined benefit plans in the future.
Other Plans
Defined contribution plans
The Company has defined contribution plans for certain employees in the U.S., China, United Kingdom, Australia, Italy, and other countries. For the years ended December 31, 2017, 2016, and 2015, the Company recognized expense for its defined contribution retirement plans of $57 million, $70 million and $60 million, respectively. The Company’s annual cash contributions to its defined contribution retirement plans approximated the expense recognized in each year. As of December 31, 2017 and 2016, the Company’s obligation for contributions to be made to its defined contribution retirement plans was $15 million and $11 million, respectively.
Employee savings planplans
PPG’s Employee Savings PlanPlans (“Savings Plan”Plans”) coverscover substantially all employees in the U.S., Puerto Rico and Canada. The Company makes matching contributions to the Savings Plan,Plans, at management’s discretion, based upon participants’ savings, subject to certain limitations. For most participants not covered by a collective bargaining agreement, Company-matching contributions are established each year at the discretion of the Company and are applied to participant savings up to a maximum of 6% of eligible participant compensation. For those participants whose employment is covered by a collective bargaining agreement, the level of Company-matching contribution, if any, is determined by the relevant collective bargaining agreement. The Company-matching contribution remained at 100% for 2017.
In 2016, the Company terminated its U.S. defined contribution plan and subsequently merged the plan into the Savings Plan. Under the combined plan, eligible employees will continue to receive a contribution equal to between 2% and 5% of annual compensation, based on age and years of service.2019.
Compensation expense and cash contributions related to the Company match of participant contributions to the Savings PlanPlans for 2019, 2018, and 2017 2016, and 2015 totaled $46$49 million, $48$47 million and $44$46 million, respectively. A portion of the Savings PlanPlans qualifies under the Internal Revenue Code as an Employee Stock Ownership Plan. Accordingly, dividends received on PPG shares held in that portion of the Savings PlanPlans totaling $11 million, $13 million, and $14 million $14 millionfor 2019, 2018, and $13 million for 2017, 2016, and 2015, respectively, are deductible for PPG’s U.S. Federal tax purposes.
Defined contribution plans
Additionally, the Company has defined contribution plans for certain employees in the U.S., China, United Kingdom, Australia, Italy, and other countries. The U.S. defined contribution plan is in the Employee Savings Plan and eligible employees receive a contribution equal to between 2% and 5% of annual compensation, based on age and years of service. For the years ended December 31, 2019, 2018, and 2017, the Company recognized expense for its defined contribution retirement plans of $70 million, $63 million and $57 million, respectively. The Company’s annual cash contributions to its defined contribution retirement plans approximated the expense recognized in each year.
Deferred compensation plan
The Company has a deferred compensation plan for certain key managers which allows them to defer a portion of their compensation in a phantom PPG stock account or other phantom investment accounts. The amount deferred earns a return based on the investment options selected by the participant. The amount owed to participants is an unfunded and unsecured
2017 PPG ANNUAL REPORT AND FORM 10-K/A 81
Notes to the Consolidated Financial Statements
general obligation of the Company. Upon retirement, death, disability, termination of employment, scheduled payment or unforeseen emergency, the compensation deferred and related accumulated earnings are distributed in accordance with the participant’s election in cash or in PPG stock, based on the accounts selected by the participant.
The plan provides participants with investment alternatives and the ability to transfer amounts between the phantom non-PPG stock investment accounts. To mitigate the impact on compensation expense of changes in the market value of the liability, the Company has purchased a portfolio of marketable securities that mirror the phantom non-PPG stock investment accounts selected by the participants, except the money market accounts. These investments are carried by PPG at fair market value, and the changes in market value of these securities are also included in Income before income from continuing operations.taxes in the consolidated statement of income. Trading occurs in this portfolio to align the securities held with the participant’s phantom non-PPG stock investment accounts, except the money market accounts.
The cost (benefit) of the deferred compensation plan, comprised of dividend equivalents accrued on the phantom PPG stock account, investment income and the change in market value of the liability, was $21 million, $(1) million and $19 million $7 millionin 2019, 2018 and $5 million in 2017, 2016 and 2015, respectively. These amounts are included in “Selling,Selling, general and administrative”administrative in the accompanying consolidated statements of income. The change in market value of the investment portfolio was income (expense) of $20 million, $(2) million, and $18 million $5 million,in 2019, 2018 and $3 million in 2017, 2016 and 2015, respectively, and is also included in “Selling,Selling, general and administrative.”administrative in the consolidated statements of income.
The Company’s obligations under this plan, which are included in “AccountsAccounts payable and accrued liabilities”liabilities and “Other liabilities” inOther liabilities on the accompanying consolidated balance sheet, totaled $121$123 million and $124$110 million as of December 31, 20172019 and 2016,2018, respectively,
2019 PPG ANNUAL REPORT AND FORM 10-K 67
Notes to the Consolidated Financial Statements
and the investments in marketable securities, which are included in “Investments”Investments and “OtherOther current assets” inassets on the accompanying consolidated balance sheet, were $83$85 million and $82$73 million as of December 31, 20172019 and 2016,2018, respectively.
14. 14. Commitments and Contingent Liabilities
PPG is involved in a number of lawsuits and claims, both actual and potential, including some that it has asserted against others, in which substantial monetary damages are sought. These lawsuits and claims may relate to contract, patent, environmental, product liability, antitrust, 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, and certain other claims, PPG believes it has adequate insurance; however, certain of PPG’s insurers are contesting coverage with respect to some of these claims, and other insurers, as they had prior to the asbestos settlement described below, may contest coverage with respect to some of the asbestos claims if the settlement is not implemented.claims. 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 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.
Shareholder Class Action
On May 20, 2018, a putative securities class action lawsuit was filed in the U.S. District Court for the Central District of California against the Company and three of its current and former officers. On September 21, 2018, an Amended Class Action Complaint was filed in the lawsuit. The Amended Complaint, captioned Trevor Mild v. PPG Industries, Inc., Michael H. McGarry, Vincent J. Morales, and Mark C. Kelly, asserted securities fraud claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 on behalf of a putative class of persons who purchased or otherwise acquired stock of the Company between January 19, 2017 and May 10, 2018. The allegations related to, among other things, allegedly false and misleading statements and/or failures to disclose information about the Company’s business, operations and prospects. The parties reached a settlement in principal on May 1, 2019. On June 2, 2019, the plaintiff filed with the Court a Petition for Preliminary Approval of the proposed settlement, including the proposed settlement amount of $25 million. On November 22, 2019, the Court entered final judgment approving the settlement. PPG’s insurance carriers confirmed to the Company insurance coverage for the full amount of the settlement. The settlement payment is expected to occur in 2020.
As of December 31, 2019, an accrued liability of $25 million for the proposed settlement amount and a corresponding asset for the insurance coverage of $25 million is included in Accounts payable and accrued liabilities and Other current assets, respectively.
Asbestos mattersMatters
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)PC prior to April 27, 2016).
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
82 2017 PPG ANNUAL REPORT AND 10-K/A
Notes to the Consolidated Financial Statements
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,
68 2019 PPG ANNUAL REPORT AND 10-K
Notes to the Consolidated Financial Statements
for the conduct of, claims against, or demands on PC by reason of PPG’s:PPG’s prior: (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 Bankruptcy Court’s 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 beare 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 injury allegedly caused by asbestos on premises presently or formerly owned, leased or occupied by PPG. These claims are referred to as non-PC“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 $1.7 billion, subject to a right of prepayment at a 5.5% discount rate.
On October 13, 2016, the Bankruptcy Court issued an order entering a final decree and closing the Chapter 11 case. That order provided that the Bankruptcy Court retained jurisdiction to enforce any order issued in the case and any agreements approved by the court, enforce the terms and conditions or the modified third amended Plan, and consider any requests to reopen the case.
The following table outlines the impact on PPG's financial statements for the year-ended December 31, 2016, including the change in fair value of the PPG stock contributed to the Trust, the equity forward instrument and the increase in the net present value of the payments made to the trust.
|
| | | | | | | | | | | | | | |
| | Consolidated Balance Sheet | |
| | Asbestos Settlement Liability | | Equity Forward (Asset) Liability |
| Pre-tax Charge |
|
| ($ in millions) | Current |
| | Long-term |
| |
| Balance as of and Activity for the year ended December 31, 2015 |
| $796 |
| |
| $252 |
| |
| ($223 | ) |
| $12 |
|
| Change in fair value: | | | | | | |
| PPG stock | 34 |
| | — |
| | — |
| 34 |
|
| Equity forward instrument | — |
| | | | (35 | ) | (35 | ) |
| Accretion of asbestos liability | — |
| | 6 |
| | — |
| 6 |
|
Settlement of equity forward instrument with counterparty (a) | — |
| | — |
| | (49 | ) | — |
|
| Contribution of PCE shares and relinquishment of PC investment | (15 | ) | | — |
| | — |
| — |
|
| Contribution of 2,777,778 shares of PPG stock to the PC Trust | (308 | ) | | | | 308 |
| |
Contribution of cash to the PC Trust (a) | (506 | ) | | (258 | ) | | — |
| |
| Reclassification | (1 | ) | | — |
| | (1 | ) | — |
|
| Balance as of and Activity for the year ended December 31, 2016 |
| $— |
| |
| $— |
| |
| $— |
|
| $5 |
|
| |
(a) | Cash outflows related to the asbestos settlement funding totaled $813 million in 2016. |
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. 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.
2017 PPG ANNUAL REPORT AND FORM 10-K/A 83
Notes to the Consolidated Financial Statements
With respect to the remainingasbestos-related claims not identified above and still reportable withinpending against the inventory of 114,000 asbestos-related claimsCompany 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 claimsnon-PC Relationship Claims against it.
Current open and active claims post-Pittsburgh Corning bankruptcy
TheAs of December 31, 2019, the Company iswas aware of approximately 625605 open and active asbestos-related claims pending against the Company and certain of its subsidiaries. These claims consist primarily of non-PC Relationship Claims against PPG and claims against a PPG subsidiary of PPG.the Company acquired on April 1, 2013. The Company is defending the remainingthese 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$190 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 estimable potential future asbestos liabilities. 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.
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 liabilityreorganization for these claims.non-PC Relationship Claims other than claims arising from premises-related exposures. 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.
These reserves also include PPG’s best estimate, following an analysis performed in 2019 of its claims history and discussions with consultants and its counsel, of the value of the Company’s potential liability for premises-related non-PC Relationship Claims against it and claims against PPG’s subsidiary acquired on April 1, 2013 that are presently pending, and that are projected to be asserted through December 31, 2028. In the fourth quarter of 2019, PPG will monitorincreased the reserve related to these matters and recognized a charge of approximately $10 million included in Other charges in the consolidated statement of income.
PPG monitors the activity associated with its remaining asbestos claims and evaluate,evaluates, 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.
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
2019 PPG ANNUAL REPORT AND FORM 10-K 69
Notes to the Consolidated Financial Statements
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 mattersMatters
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.
As remediation at certain legacy environmental sites progresses, PPG continues to refine its assumptions underlying the estimates of the expected future costs of its remediation programs. PPG’s ongoing evaluation may result in additional charges against income to increase the reserves for these sites. Remediation activities at our legacy sites are not related to the ongoing operations of PPG. In 2019, 2018 and 2017, certain charges have been recorded based on updated estimates to increase existing reserves for these sites. Certain other charges related to environmental remediation actions are also expensed as incurred.
As of December 31, 20172019 and 2016,2018, PPG had reserves for environmental contingencies associated with PPG’s former chromium manufacturing plant in Jersey City, N.J.New Jersey (“New Jersey Chrome”), glass and chemical manufacturing sites, and for other environmental contingencies, including current manufacturing locations and National Priority List sites and legacy glass and chemical manufacturing sites. These reserves are reported as “AccountsAccounts payable and accrued liabilities”liabilities and “Other liabilities”Other liabilities in the accompanying consolidated balance sheet.
|
| | | | | | | |
| Environmental Reserves | | | |
| ($ in millions) | 2019 |
| | 2018 |
|
| New Jersey Chrome |
| $134 |
| |
| $151 |
|
| Glass and chemical | 96 |
| | 90 |
|
| Other | 74 |
| | 50 |
|
| Total |
| $304 |
| |
| $291 |
|
| Current Portion |
| $62 |
| |
| $105 |
|
84 2017 PPG ANNUAL REPORT AND 10-K/A
Notes to the Consolidated Financial Statements
|
| | | | | | | |
| Environmental Reserves | | | |
| ($ in millions) | 2017 |
| | 2016 |
|
| New Jersey Chrome |
| $136 |
| |
| $163 |
|
| Legacy glass and chemical | 71 |
| | 70 |
|
| Other | 51 |
| | 52 |
|
| Total |
| $258 |
| |
| $285 |
|
| Current Portion |
| $73 |
| |
| $76 |
|
Pre-taxPretax charges against income for environmental remediation costs are included in “Other charges”Other charges in the accompanying consolidated statement of income. The pre-taxpretax charges and cash outlays related to such environmental remediation in 2017,
20162019, 2018 and 2015,2017, were as follows: |
| | | | | | | | | | | |
| ($ in millions) | 2019 |
| | 2018 |
| | 2017 |
|
| New Jersey Chrome |
| $43 |
| |
| $62 |
| |
| $4 |
|
| Other | 34 |
| | 16 |
| | 6 |
|
| Total |
| $77 |
| |
| $78 |
| |
| $10 |
|
| Cash outlays for environmental spending |
| $77 |
| |
| $64 |
| |
| $44 |
|
|
| | | | | | | | | | | |
| ($ in millions) | 2017 |
| | 2016 |
| | 2015 |
|
| New Jersey Chrome |
| $4 |
| |
| $60 |
| |
| $— |
|
| Other | 6 |
| | 34 |
| | 9 |
|
| Total |
| $10 |
| |
| $94 |
| |
| $9 |
|
| Cash outlays for environmental spending |
| $44 |
| |
| $47 |
| |
| $109 |
|
The Company continues to analyze, assess and remediate the environmental issues associated with New Jersey Chrome as further discussed below. During the past three years, charges for estimated environmental remediation costs were significantly higher than PPG’s historical range. Excluding the charges related to New Jersey Chrome, pre-taxpretax charges against income for environmental remediation have ranged between approximately $5 million and $35 million per year for the past 10 years.
Management expects cash outlays for environmental remediation costs to range from $25$80 million to $75$100 million in 2020 and $20 million to $50 million annually from 20182021 through 2022.2024.
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 as discussed below.
70 2019 PPG ANNUAL REPORT AND 10-K
Notes to the Consolidated Financial Statements
Remediation: New Jersey Chrome
In June 2009, PPG entered into a settlement agreement with the New Jersey Department of Environmental Protection (“NJDEP”) and Jersey City, New Jersey (which had asserted claims against PPG for lost tax revenue) which was in the form of a Judicial Consent Order (the "JCO"). Under the JCO, PPG accepted sole responsibility for the remediation activities at its former chromium manufacturing location in Jersey City and 19 additional sites. The principal contaminant of concern is hexavalent chromium. The JCO also provided for the appointment of a court-approved Site Administrator who is responsible for establishing a master schedule for the remediation of the 20 PPG sites which existed at that time. One site was subsequently removed from the JCO process during 2014 and will be remediated separately at a future date. A total of 19 sites remain subject to the JCO process.
The most significant assumptions underlying the estimate of remediation costs for all New Jersey Chrome sites are those related to the extent and concentration of chromium impacts in the soil, as these determine the quantity of soil that must be treated in place, the quantity that will have to be excavated and transported for offsite disposal, and the nature of disposal required. During 2016, PPG completed updatedregularly evaluates the assessments of costs incurred to date versus current progress and the potential cost impacts of the most recent information, including the extent of impacted soils, percentage of hazardous versus non-hazardous soils, daily soil excavation rates, and engineering, administrative and other associated costs. Based on these assessments, athe reserve adjustment of $60 million was recorded during 2016.is adjusted accordingly. Principal factors affecting costs includedinclude refinements in the estimate of the mix of hazardous to non-hazardous soils to be excavated, an overall increase in soil volumes to be excavated, enhanced water management requirements, decreased daily soil excavation rates due to site conditions, initial estimates for remedial actions related to groundwater, and increased oversight and management costs. The reserve adjustments 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. In 2017, the cost of remediation activities reduced the reserve by $27 million.
Groundwater remediation at the former Garfield Avenue chromium-manufacturing site and five adjacent sites is expected to occur over several years after NJDEP’s approval of the 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 in 2021.
2017 PPG ANNUAL REPORT AND FORM 10-K/A 85
Notes to the Consolidated Financial Statements
PPG’s financial reserve for remediation of all New Jersey Chrome sites is $136$134 million at December 31, 2017.2019. 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 29%20%, 27%14% and 23%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. FinalFurther 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 continue to be adjusted.
Remediation: other sitesGlass, Chemicals and Other 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’sthe United States Environmental Protection Agency'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.Management and a site associated with a legacy plate glass manufacturing site near Ford City, Pennsylvania under the Pennsylvania Land Recycling Program under the oversight of the Pennsylvania Department of Environmental Protection. PPG is currently performing additional investigation and remedial activities at this location.these locations.
With respect to certain other 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.
Separation and merger of the commodity chemicals business
As a result of the commodity chemicals business separation transaction in 2013,2019 PPG has retained responsibility for potential environmental liabilities that may result from future Natural Resource Damage claims and any potential tort claims at the Calcasieu River Estuary associated with activities and historical operations of the Lake Charles, La. facility. In the fourth quarter of 2017, PPG signed a consent decree prepared by the US Department of Justice for settlement of potential natural resource damage claims at the Calcasieu River Estuary. Payment of PPG’s previously accrued for share of costs into an escrow account will be required within 30 days of lodging of the agreement with the court. Lodging is expected to occur in the first quarter of 2018.ANNUAL REPORT AND FORM 10-K 71
PPG retained additional responsibility for all liabilities relating to, arising out of or resulting from sediment contamination in the Ohio River resulting from historical activities and operations at the Natrium, W.Va. facility, exclusive of remedial activities, if any, that would have been required to have been performed on-site at the Natrium facility. PPG’s obligations with respectNotes to the Ohio River sediment contamination terminated because PPG received no notice of any requirements to further assess or to remediate sediment contamination in the Ohio River, caused by PPG’s operation of the Natrium facility prior to the separation of the commodity chemicals business, during an indemnification period established in the agreement transferring the business to Axiall that ended on December 30, 2017.Consolidated Financial Statements
Remediation: reasonably possible mattersReasonably 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.
15. Shareholders’15. Shareholders' Equity
A class of 10 million shares of preferred stock, without par value, is authorized but unissued. Common stock has a par value of $1.66 2/3 per share; 1.2 billion shares are authorized.
86 |
| | | | | | | | |
| | Common Stock |
| | Treasury Stock |
| | Shares Outstanding |
|
| January 1, 2017 | 581,146,136 |
| | (323,815,976 | ) | | 257,330,160 |
|
| Purchases | — |
| | (7,427,557 | ) | | (7,427,557 | ) |
| Issuances | — |
| | 1,271,796 |
| | 1,271,796 |
|
| December 31, 2017 | 581,146,136 |
| | (329,971,737 | ) | | 251,174,399 |
|
| Purchases | — |
| | (15,877,364 | ) | | (15,877,364 | ) |
| Issuances | — |
| | 564,399 |
| | 564,399 |
|
| December 31, 2018 | 581,146,136 |
| | (345,284,702 | ) | | 235,861,434 |
|
| Purchases | — |
| | (2,722,800 | ) | | (2,722,800 | ) |
| Issuances | — |
| | 2,541,836 |
| | 2,541,836 |
|
| December 31, 2019 | 581,146,136 |
| | (345,465,666 | ) | | 235,680,470 |
|
Per share cash dividends paid were $1.98, $1.86 and $1.70 in 2019, 2018 and 2017, respectively.
72 2019 PPG ANNUAL REPORT AND 10-K/A10-K
Notes to the Consolidated Financial Statements
|
| | | | | | | | |
| | Common Stock |
| | Treasury Stock |
| | Shares Outstanding |
|
| January 1, 2015 | 581,146,136 |
| | (309,181,570 | ) | | 271,964,566 |
|
| Purchases | — |
| | (6,992,772 | ) | | (6,992,772 | ) |
| Issuances | — |
| | 1,904,215 |
| | 1,904,215 |
|
| December 31, 2015 | 581,146,136 |
| | (314,270,127 | ) | | 266,876,009 |
|
| Purchases | — |
| | (10,725,869 | ) | | (10,725,869 | ) |
| Issuances | — |
| | 1,180,020 |
| | 1,180,020 |
|
| December 31, 2016 | 581,146,136 |
| | (323,815,976 | ) | | 257,330,160 |
|
| Purchases | — |
| | (7,427,557 | ) | | (7,427,557 | ) |
| Issuances | — |
| | 1,271,796 |
| | 1,271,796 |
|
| December 31, 2017 | 581,146,136 |
| | (329,971,737 | ) | | 251,174,399 |
|
Per share cash dividends paid were $1.70 in 2017, $1.56 in 2016 and $1.41 in 2015.
16. 16. Accumulated Other Comprehensive Loss
|
| | | | | | | | | | | | | | | | | | | | |
| ($ in millions) | Unrealized Foreign Currency Translation Adjustments | | Pension and Other Postretirement Benefit Adjustments, net of tax (c) | | Unrealized Gain/(Loss) on Derivatives, net of tax (d) | | Accumulated Other Comprehensive Loss | |
| January 1, 2017 | |
| ($1,798 | ) | |
| ($571 | ) | |
| $13 |
| |
| ($2,356 | ) |
| Current year deferrals to AOCI | 542 |
| | — |
| | — |
| | 542 |
| |
| Current year deferrals to AOCI, net of tax (b) | (311 | ) | | 20 |
| | (4 | ) | | (295 | ) | |
| Reclassifications from AOCI to net income | — |
| | 58 |
| | (6 | ) | | 52 |
| |
| Period change | |
| $231 |
| |
| $78 |
| |
| ($10 | ) | |
| $299 |
|
| December 31, 2017 | |
| ($1,567 | ) | |
| ($493 | ) | |
| $3 |
| |
| ($2,057 | ) |
| Current year deferrals to AOCI (a) | (292 | ) | | — |
| | — |
| | (292 | ) | |
| Current year deferrals to AOCI, net of tax (b) | 148 |
| | (12 | ) | | (7 | ) | | 129 |
| |
| Reclassifications from AOCI to net income | — |
| | 21 |
| | 6 |
| | 27 |
| |
| Period change | |
| ($144 | ) | |
| $9 |
| |
| ($1 | ) | |
| ($136 | ) |
| Reclassification from AOCI to Retained earnings - Adoption of ASU 2018-02 | | (23 | ) | | (84 | ) | | — |
| | (107 | ) |
| December 31, 2018 | |
| ($1,734 | ) | |
| ($568 | ) | |
| $2 |
| |
| ($2,300 | ) |
| Current year deferrals to AOCI (a) | 71 |
| | — |
| | — |
| | 71 |
| |
| Current year deferrals to AOCI, net of tax (b) | 36 |
| | (167 | ) | | 1 |
| | (130 | ) | |
| Reclassifications from AOCI to net income | — |
| | 11 |
| | (2 | ) | | 9 |
| |
| Period change | |
| $107 |
| |
| ($156 | ) | |
| ($1 | ) | |
| ($50 | ) |
| December 31, 2019 | |
| ($1,627 | ) | |
| ($724 | ) | |
| $1 |
| |
| ($2,350 | ) |
|
| | | | | | | | | | | | | | | | | | | | |
| ($ in millions) | Unrealized Foreign Currency Translation Adjustments | | Pension and Other Postretirement Benefit Adjustments, net of tax (c) | | Unrealized Gain (Loss) on Derivatives, net of tax (d) | | Accumulated Other Comprehensive (Loss) Income | |
| January 1, 2015 | |
| ($628 | ) | |
| ($1,492 | ) | |
| $4 |
| |
| ($2,116 | ) |
| Current year deferrals to AOCI (a) | (630 | ) | | — |
| | — |
| | (630 | ) | |
| Current year deferrals to AOCI, tax effected (b) | (74 | ) | | 9 |
| | 41 |
| | (24 | ) | |
| Reclassifications from AOCI to net income | — |
| | 104 |
| | (36 | ) | | 68 |
| |
| Period change | |
| ($704 | ) | |
| $113 |
| |
| $5 |
| |
| ($586 | ) |
| December 31, 2015 | |
| ($1,332 | ) | |
| ($1,379 | ) | |
| $9 |
| |
| ($2,702 | ) |
| Current year deferrals to AOCI (a) | (299 | ) | | — |
| | — |
| | (299 | ) | |
| Current year deferrals to AOCI, tax effected (b) | (167 | ) | | 29 |
| | 3 |
| | (135 | ) | |
| Reclassifications from AOCI to net income | — |
| | 779 |
| | 1 |
| | 780 |
| |
| Period change | |
| ($466 | ) | |
| $808 |
| |
| $4 |
| |
| $346 |
|
| December 31, 2016 | |
| ($1,798 | ) | |
| ($571 | ) | |
| $13 |
| |
| ($2,356 | ) |
| Current year deferrals to AOCI (a) | 542 |
| | — |
| | — |
| | 542 |
| |
| Current year deferrals to AOCI, tax effected (b) | (311 | ) | | 20 |
| | (4 | ) | | (295 | ) | |
| Reclassifications from AOCI to net income |
|
| | 58 |
| | (6 | ) | | 52 |
| |
| Period change | | 231 |
| | 78 |
| | (10 | ) | | 299 |
|
| December 31, 2017 | |
| ($1,567 | ) | |
| ($493 | ) | |
| $3 |
| |
| ($2,057 | ) |
| |
| (a) | UnrealizedExcept for income taxes of $7 million and $9 million as of December 31, 2019 and 2018, respectively, related to foreign currency impacts of certain unasserted earnings, unrealized foreign currency translation adjustments related to translation of foreign denominated balance sheets are not presented net of tax given that no deferred U.S. income taxes have been provided on undistributed earnings of non-U.S. subsidiaries because they are deemed to be reinvested for an indefinite period of time. |
| |
| (b) | The tax (cost)/benefit (cost) related to unrealized foreign currency translation adjustments on tax inter-branch transactions and net investment hedges for the years endedas of December 31, 2019, 2018 and 2017 2016was $(19) million, $4 million and 2015 was $141 million, $(34) million and $(84) million, respectively. In 2015, the balance includes a remeasurement of the tax cost on the foreign proceeds from the sale of the Company’s interest in Transitions Optical which have not been permanently reinvested. Refer to Note 3, “Acquisitions and Divestitures” for additional information. |
| |
| (c) | The tax costbenefit/(cost) related to the adjustment for pension and other postretirement benefits for the years endedas of December 31, 2019, 2018 and 2017 2016 and 2015 was $(33)$57 million, $(403)$(34) million and $(51)$(33) million, respectively. Reclassifications from AOCI are included in the computation of net periodic benefit costs (See Note 13, “Employee Benefit Plans”). The cumulative tax benefit related to the adjustment for pension and other postretirement benefits atas of December 31, 20172019 and 20162018 was $243$266 million and $276$209 million, respectively. |
| |
| (d) | The tax cost (benefit) related to the change in the unrealized gainloss on derivatives for the years endedas of December 31, 2019, 2018 and 2017 2016 and 2015 was $5$1 million, $2 million, and $(2)$5 million, respectively. Reclassifications from AOCI are included in the gain or loss recognized on cash flow hedges (See Note 10 “Financial Instruments, Hedging Activities and Fair Value Measurements”). |
17. Other Income
2017 PPG ANNUAL REPORT AND FORM 10-K/A 87 |
| | | | | | | | | | | |
| ($ in millions) | 2019 |
| | 2018 |
| | 2017 |
|
Gain on sale of assets(1) |
| $7 |
| |
| $33 |
| |
| $28 |
|
| Royalty income | 8 |
| | 10 |
| | 11 |
|
| Share of net earnings of equity affiliates (See Note 6) | 11 |
| | 16 |
| | 12 |
|
| Gain on disposal of ownership interest in business affiliate | — |
| | — |
| | 25 |
|
| Income from a legal settlement | — |
| | — |
| | 18 |
|
| Other | 63 |
| | 55 |
| | 56 |
|
| Total |
| $89 |
| |
| $114 |
| |
| $150 |
|
| |
| (1) | In 2018, PPG had a $26 million gain on the sale of land near a facility of the Company’s former commodity chemicals business. |
Notes to the Consolidated Financial Statements
17. Other Income (As Restated)
|
| | | | | | | | | | | |
| ($ in millions) | 2017 |
| | 2016 |
| | 2015 |
|
| | As Restated |
| | As Restated |
| | |
| Gain on disposals of ownership interests in business affiliates |
| $25 |
| |
| $46 |
| |
| $— |
|
| Royalty income | 11 |
| | 12 |
| | 15 |
|
| Share of net earnings of equity affiliates (See Note 6) | 12 |
| | 8 |
| | 4 |
|
| Gain on sale of assets | 28 |
| | 6 |
| | 4 |
|
| Income from a legal settlement | 18 |
| | — |
| | — |
|
| Other | 56 |
| | 55 |
| | 87 |
|
| Total |
| $150 |
| |
| $127 |
| |
| $110 |
|
18. 18. Stock-Based Compensation (As Restated)
The Company’s stock-based compensation includes stock options, restricted stock units (“RSUs”) and grants of contingent shares that are earned based on achieving targeted levels of total shareholder return. All current grants of stock options, RSUs and contingent shares are made under the PPG Industries, Inc. Amended and Restated Omnibus Incentive Plan (“PPG Amended Omnibus Plan”), which was amended and restated effective April 21, 2016. Shares available for future grants under the PPG Amended Omnibus Plan were 8.06.7 million as of December 31, 2017.2019.
2019 PPG ANNUAL REPORT AND FORM 10-K 73
Notes to the Consolidated Financial Statements
|
| | | | | | | | | | | |
| ($ in millions) | 2017 |
| | 2016 |
| | 2015 |
|
| | As Restated |
| | As Restated |
| | |
| Total stock-based compensation |
| $35 |
| |
| $45 |
| |
| $54 |
|
| Income tax benefit recognized |
| $12 |
| |
| $17 |
| |
| $18 |
|
|
| | | | | | | | | | | |
| ($ in millions) | 2019 |
| | 2018 |
| | 2017 |
|
| Total stock-based compensation |
| $39 |
| |
| $37 |
| |
| $35 |
|
| Income tax benefit recognized |
| $9 |
| |
| $8 |
| |
| $12 |
|
Stock Options
PPG has outstanding stock option awards that have been granted under the PPG Amended Omnibus Plan. Under the PPG Amended Omnibus Plan, certain employees of the Company have been granted options to purchase shares of common stock at prices equal to the fair market value of the shares on the date the options were granted. The options are generally exercisable 36 months after being granted and have a maximum term of 10 years. Upon exercise of a stock option, shares of Company stock are issued from treasury stock.
The fair value of stock options issued to employees is measured on the date of grant and is recognized as expense, net of estimated forfeitures, over the requisite service period. PPG estimates the fair value of stock options using the Black-Scholes option pricing model. The risk-free interest rate is determined by using the U.S. Treasury yield curve at the date of the grant and using a maturity equal to the expected life of the option. The expected life of options is calculated using the average of the vesting term and the maximum term, as prescribed by accounting guidance on the use of the simplified method for determining the expected term of an employee share option. The expected dividend yield and volatility are based on historical stock prices and dividend amounts over past time periods equal in length to the expected life of the options. PPG applies an estimated forfeiture rate that is calculated based on historical activity.
The following weighted average assumptions were used to calculate the fair values of stock option grants in each year:
| | | | 2017 |
| | 2016 |
| | 2015 |
| 2019 |
| | 2018 |
| | 2017 |
|
| Weighted average exercise price |
| $101.53 |
| |
| $95.29 |
| |
| $118.02 |
|
| $109.74 |
| |
| $115.98 |
| |
| $101.53 |
|
| Risk free interest rate | 2.4 | % | | 1.6 | % | | 1.9 | % | 2.6 | % | | 2.9 | % | | 2.4 | % |
| Expected life of option in years | 6.5 |
| | 6.5 |
| | 6.5 |
| 6.5 |
| | 6.5 |
| | 6.5 |
|
| Expected dividend yield | 1.8 | % | | 2.1 | % | | 2.7 | % | 1.6 | % | | 1.7 | % | | 1.8 | % |
| Expected volatility | 22.0 | % | | 22.8 | % | | 29.2 | % | 20.0 | % | | 21.0 | % | | 22.0 | % |
The weighted average fair value of options granted was $21.15$22.50 per share, $17.94$25.27 per share and $26.94$21.15 per share for the years ended December 31, 2017, 2016,2019, 2018, and 2015,2017, respectively.
|
| | | | | | | | | | | | |
| Stock Options Outstanding and Exercisable | Number of Shares |
| | Weighted Average Exercise Price |
| | Weighted Average Remaining Contractual Life (in years) | | Intrinsic Value (in millions) |
|
| Outstanding, January 1, 2019 | 3,761,000 |
| |
| $90.10 |
| | 6.1 | |
| $61 |
|
| Granted | 588,870 |
| |
| $109.74 |
| | | | |
| Exercised | (832,177 | ) | |
| $73.78 |
| | | | |
| Forfeited/Expired | (107,940 | ) | |
| $107.41 |
| | | | |
| Outstanding, December 31, 2019 | 3,409,753 |
| |
| $96.93 |
| | 6.1 | |
| $125 |
|
| Vested or expected to vest, December 31, 2019 | 3,312,698 |
| |
| $96.54 |
| | 6.1 | |
| $122 |
|
| Exercisable, December 31, 2019 | 1,819,591 |
| |
| $86.67 |
| | 4.4 | |
| $85 |
|
88 2017 PPG ANNUAL REPORT AND 10-K/A
Notes to the Consolidated Financial Statements
|
| | | | | | | | | | | | |
| Stock Options Outstanding and Exercisable | Number of Shares |
| | Weighted Average Exercise Price |
| | Weighted Average Remaining Contractual Life (in years) | | Intrinsic Value (in millions) |
|
| Outstanding, January 1, 2016 | 3,881,566 |
| |
| $75.84 |
| | 6.5 | |
| $86 |
|
| Granted | 642,037 |
| |
| $101.53 |
| | | | |
| Exercised | (856,900 | ) | |
| $61.10 |
| | | | |
| Forfeited/Expired | (91,078 | ) | |
| $101.36 |
| | | | |
| Outstanding, December 31, 2017 | 3,575,625 |
| |
| $83.34 |
| | 6.4 | |
| $120 |
|
| Vested or expected to vest, December 31, 2017 | 3,530,023 |
| |
| $83.05 |
| | 6.4 | |
| $120 |
|
| Exercisable, December 31, 2017 | 1,677,087 |
| |
| $60.13 |
| | 4.4 | |
| $95 |
|
At December 31, 2017,2019, unrecognized compensation cost related to outstanding stock options that have not yet vested totaled $7 million. This cost is expected to be recognized as expense over a weighted average period of 1.5 years.
The following table presents stock option activity for the years ended December 31, 2017, 20162019, 2018 and 2015:2017: | | | ($ in millions) | 2017 |
| | 2016 |
| | 2015 |
| 2019 |
| | 2018 |
| | 2017 |
|
| Total intrinsic value of stock options exercised |
| $40 |
| |
| $34 |
| |
| $92 |
|
| $38 |
| |
| $19 |
| |
| $40 |
|
| Cash received from stock option exercises |
| $52 |
| |
| $32 |
| |
| $53 |
|
| $61 |
| |
| $15 |
| |
| $52 |
|
| Income tax benefit from the exercise of stock options |
| $15 |
| |
| $12 |
| |
| $31 |
|
| $9 |
| |
| $4 |
| |
| $15 |
|
| Total fair value of stock options vested |
| $13 |
| |
| $16 |
| |
| $13 |
|
| $12 |
| |
| $10 |
| |
| $13 |
|
74 2019 PPG ANNUAL REPORT AND 10-K
Notes to the Consolidated Financial Statements
Restricted Stock Units (“RSUs”)
Long-term incentive value is delivered to selected key management employees by granting RSUs, which have either time or performance-based vesting features. The fair value of an RSU is equal to the market value of a share of PPG stock on the date of grant. Time-based RSUs 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 three year 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. The amount paid for performance-based awards may range from 0% to 180% of the original grant, based upon the frequency with which the annual earnings per share growth and cash flow return on capital performance targets are met over the three calendar year periods comprising the vesting period. For the purposes of expense recognition, PPG has assumed that performance-based RSUs granted in 2015 will vest at the 150% level2017, 2018 and those granted in 2016 and 20172019 will vest at the 100% level. As of December 31, 2017, four2019, 3 of the six possible performance targets had been met for the 2015 grant, two of the four possible performance targets had been met for the 2016 grant, and one of two6 possible performance targets had been met for the 2017 grant, 2 of the 4 possible performance targets had been met for the 2018 grant, and 1 of 2 possible performance targets had been met for the 2019 grant.
| | | RSU Activity | Number of Shares |
| | Weighted Average Fair Value |
| | Intrinsic Value (in millions) |
| Number of Shares |
| | Weighted Average Fair Value |
| | Intrinsic Value (in millions) |
|
| Outstanding, January 1, 2017 | 721,924 |
| |
| $95.65 |
| |
| $69 |
| |
| Outstanding, January 1, 2019 | | 631,731 |
| |
| $102.80 |
| |
| $65 |
|
| Granted | 229,667 |
| |
| $102.71 |
| | | 241,113 |
| |
| $111.25 |
| | |
| Additional shares vested | 70,525 |
| |
| $114.08 |
| | | |
| Released from restrictions | (349,871 | ) | |
| $103.09 |
| | | (229,238 | ) | |
| $100.98 |
| | |
| Forfeited | (56,638 | ) | |
| $89.16 |
| | | (32,064 | ) | |
| $109.34 |
| | |
| Outstanding, December 31, 2017 | 615,607 |
| |
| $101.73 |
| |
| $63 |
| |
| Vested or expected to vest, December 31, 2017 | 595,462 |
| |
| $101.89 |
| |
| $60 |
| |
| Outstanding, December 31, 2019 | | 611,542 |
| |
| $109.30 |
| |
| $67 |
|
| Vested or expected to vest, December 31, 2019 | | 580,878 |
| |
| $109.17 |
| |
| $63 |
|
There was $14$17 million of total unrecognized compensation cost related to unvested RSUs outstanding as of December 31, 2017.2019. This cost is expected to be recognized as expense over a weighted average period of 1.7 years.
2017 PPG ANNUAL REPORT AND FORM 10-K/A 89
Notes to the Consolidated Financial Statements
Contingent Share Grants
The Company also provides grants of contingent shares to selected key executives that may be earned based on PPG total shareholder return (“TSR”) over the three-year period following the date of grant. Contingent share grants (referred to as “TSR awards”) are made annually and are paid out at the end of each three-year period based on the Company’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 for the three-year period following the date of grant. This comparison group represents the entire S&P 500 Index as it existed at the beginning of the performance period, excluding any companies that have been removed from the index because they ceased to be publicly traded. The payment of awards following the three-year award period will be based on performance achieved in accordance with the scale set forth in the plan agreement and may range from 0% to 220% of the initial grant. A payout of 100% is earned if the target performance is achieved. Contingent share awards for the 2015-2017, 2016-2018,2017-2019, 2018-2020, and 2017-20192019-2021 periods earn dividend equivalents for the award period, which will be paid to participants or credited to the participants’ deferred compensation plan accounts with the award payout at the end of the period based on the actual number of contingent shares that are earned. Any payments made at the end of the award period may be in the form of stock, cash or a combination of both. The TSR awards qualify as liability awards, and compensation expense is recognized over the three-year award period based on the 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.
As of December 31, 2017,2019, there was $3$6 million of total unrecognized compensation cost related to outstanding TSR awards based on the current estimate of fair value. This cost is expected to be recognized as expense over a weighted average period of 1.7 years.
19. Quarterly Financial Information (unaudited) (As Restated)
As further described in the Explanatory Note, in lieu of filing amended quarterly reports on Form 10-Q for 2017 and 2016, quarterly financial data for 2017 and 2016 (As Restated) is included in this Annual Report in the tables that follow.
The following provides the condensed consolidated financial statements and notes (unaudited) as restated for the three months ended December 31, 2016 and the three months ended March 31, 2017, June 30, 2017 (and the six months ended), September 30, 2017 (and the nine months ended) and December 31, 2017.
In addition to the restatement of the financial statements, certain information within the following notes to the financial statements and financial statement schedule has been restated to reflect the corrections of misstatements discussed previously:
Acquisitions and Divestitures
Stock-based Compensation
Shareholders’ Equity
Reportable Business Segment Information
Impact of the Restatement
As a result of the restatement, reported net income from continuing operations and earnings per diluted share from continuing operations was adjusted for the appropriate quarterly periods within 2016 and 2017 as follows:
For the quarter ended December 31, 2016, net income from continuing operations decreased $4 million, or $0.01 per diluted share, and there was no impact to income from discontinued operations, net of tax.
For the quarter ended March 31, 2017, net income from continuing operations increased $3 million, or $0.01 per diluted share, and there was no impact to income from discontinued operations, net of tax.
For the quarter ended June 30, 2017, net income from continuing operations decreased $7 million, or $0.03 per diluted share, and income from discontinued operations, net of tax, increased by $2 million, or $0.01 per diluted share; and for the six months ended June 30, 2017, net income from continuing operations decreased $4 million, or $0.02 per diluted share, and income from discontinued operations, net of tax, increased by $2 million, or $0.01 per diluted share.
For the quarter ended September 30, 2017, net income from continuing operations increased $1 million, or zero cents per diluted share, and there was no impact to income from discontinued operations, net of tax; and for the nine months ended September 30, 2017, net income from continuing operations decreased $3 million, or $0.01 per diluted share, and income from discontinued operations, net of tax, increased by $2 million, or $0.01 per diluted share.
90 2017 PPG ANNUAL REPORT AND 10-K/A
Notes to the Consolidated Financial Statements
For the quarter ended December 31, 2017, net income from continuing operations increased $1 million or zero cents per diluted share, and income from discontinued operations, net of tax, increased by $3 million, or $0.01 per diluted share.
The categories of misstatements and their impact on previously reported consolidated financial statements for the 2017 and 2016 quarterly periods are described below:
The Company did not properly recognize expense associated with certain customer rebates, resulting in a misstatement of Net sales in the first and second quarters of 2017. The misstatements overstated previously reported Income before income taxes by $0.4 million and $1.4 million for the quarters ended March 31, 2017 and June 30, 2017, respectively.
| |
(b) | Classification of Continuing Operations and Discontinued Operations |
Certain items of income related to PPG’s former Glass segment were inappropriately recorded in continuing operations rather than in discontinued operations. The misstatements overstated previously reported Income before income taxes by $2.5 million and $4.7 million for the quarters ended June 30, 2017 and December 31, 2017, respectively. The misstatements understated previously recorded Income from discontinued operations, net of tax, by $1.5 million and $2.9 million for the quarters ended June 30, 2017 and December 31, 2017, respectively.
| |
(c) | Stock-Based Compensation |
In the fourth quarter of 2016, the Company improperly reduced the payout assumption for the 2015 grant of performance-based restricted stock units from 150% to 100%, which had the effect of reducing stock-based compensation expense in that period by $6.8 million. In the first quarter of 2017, the Company increased the payout assumption for these same restricted stock units from 100% back to 150%. These improper changes to the payout assumption for these restricted stock units resulted in a misstatement of stock-based compensation expense in both the fourth quarter of 2016 and the first quarter of 2017. (See Note 18, “Stock-Based Compensation (As Restated),” for further information concerning the Company’s accounting for Restricted Stock Units.) The misstatements overstated previously reported Income before income taxes by $6.8 million for the quarter ended December 31, 2016 and understated previously reported Income before income taxes by $6.8 million for the quarter ended March 31, 2017.
| |
(d) | Classification of Business Restructuring Expense |
The Company misclassified the release of the unused portion of the reserve related to the 2015 business restructuring program in the fourth quarter of 2016 of $3.4 million. The income associated with the release of the reserve was classified as Other income rather than as a reduction to Business restructuring in the Consolidated Statement of Income. The misclassification had no impact on Income before taxes.
The Company did not properly recognize expense associated with a change in the Company’s vacation policy in the second and third quarters of 2017. Rather, the entire amount of expense associated with this change was recognized in the fourth quarter of 2017, resulting in a misstatement of expense in the second, third and fourth quarters of 2017. The misstatements overstated previously reported Income before income taxes by $0.9 million and $1.3 million for the quarters ended June 30, 2017 and September 30, 2017, respectively, and understated previously reported Income before taxes by $2.2 million for the quarter ended December, 31, 2017. The misstatements had no impact on Income before taxes for the year ended December 31, 2017.
The Company did not properly record compensation expense related to a payment made to an employee upon his separation from the Company in the second quarter of 2017. Rather, the expense associated with this payment was recognized in the second, third and fourth quarters of 2017 resulting in a misstatement of expense in each of these periods. The misstatements overstated previously reported Income before income taxes by $3.5 million for the quarter ended June 30, 2017 and understated previously reported Income before taxes by $1.4 million and $2.1 million, respectively, for the quarters ended September 30, 2017 and December 31, 2017. The misstatements had no impact on Income before taxes for the year ended December 31, 2017.
The Company did not properly recognize expense associated with the Company’s liability for employee health care claims in the second quarter of 2017. Rather, this expense was recognized in the third quarter of 2017, resulting in
20172019 PPG ANNUAL REPORT AND FORM 10-K/A 91
Notes to the Consolidated Financial Statements
a misstatement of expense in the second and third quarters of 2017. The misstatements overstated previously reported Income before income taxes by $3.5 million for the quarter ended June 30, 2017 and understated previously reported Income before taxes by $3.5 million for the quarter ended September 30, 2017. The misstatements had no impact on Income before taxes for the year ended December 31, 2017.
In the first quarter of 2017, the Company failed to appropriately update the discount rate used to calculate a long-term environmental remediation reserve, which had the effect of understating Other expense by $0.5 million in the quarter. The misstatement overstated previously reported Income before taxes by $0.5 million for the quarter ended March 31, 2017.
The Company did not properly recognize pension expense in the third and fourth quarters of 2017. The misstatements overstated previously reported Income before income taxes by $1.0 million for the quarter ended September 30, 2017 and understated previously reported Income before taxes by $1.0 million for the quarter ended December 31, 2017. The misstatements had no impact on Income before taxes for the year ended December 31, 2017.
Adjustments related to the income tax effects of other restatement adjustments noted above.
Quarterly Basis of Presentation (unaudited) (As Restated)
We have prepared the accompanying unaudited financial statements included in Note 19 in accordance with the requirements of the Securities and Exchange Commission and accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Under these rules, certain footnotes and other financial information that are normally required for annual financial statements can be condensed or omitted. These statements include all adjustments, consisting only of normal, recurring adjustments, necessary for a fair presentation of the financial position of PPG Industries, Inc. and its subsidiaries (the "Company" or "PPG") and the results of their operations and their cash flows. All intercompany balances and transactions have been eliminated.These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in this Form 10-K/A for the year ended December 31, 2017.
92 2017 PPG ANNUAL REPORT AND 10-K/A10-K 75
Notes to the Consolidated Financial Statements
19. Quarterly Financial Information (unaudited) (As Restated)
|
| | | | | | | | | | | | | | | |
| | 2017 Quarter Ended | Full Year 2017(1) |
|
| ($ in millions, except per share amounts) | March 31 | June 30 | September 30 | December 31 |
| Net sales |
| $3,486 |
|
| $3,804 |
|
| $3,776 |
|
| $3,682 |
|
| $14,748 |
|
Cost of sales(2) | 1,905 |
| 2,082 |
| 2,101 |
| 2,119 |
| 8,207 |
|
| Net income (loss) attributable to PPG | | | | | |
| Continuing operations |
| $331 |
|
| $497 |
|
| $393 |
|
| $148 |
|
| $1,369 |
|
| Discontinued operations | 6 |
| (1 | ) | 217 |
| 3 |
| 225 |
|
| Net income |
| $337 |
|
| $496 |
|
| $610 |
|
| $151 |
|
| $1,594 |
|
| Earnings per common share | | | | | |
| Continuing operations |
| $1.29 |
|
| $1.93 |
|
| $1.53 |
|
| $0.59 |
|
| $5.34 |
|
| Discontinued operations | 0.02 |
| — |
| 0.85 |
| 0.01 |
| 0.88 |
|
| Earnings per common share |
| $1.31 |
|
| $1.93 |
|
| $2.38 |
|
| $0.60 |
|
| $6.22 |
|
| Earnings per common share - assuming dilution | | | | | |
| Continuing operations |
| $1.28 |
|
| $1.92 |
|
| $1.52 |
|
| $0.58 |
|
| $5.31 |
|
| Discontinued operations | 0.02 |
| — |
| 0.84 |
| 0.01 |
| 0.87 |
|
| Earnings per common share – assuming dilution |
| $1.30 |
|
| $1.92 |
|
| $2.36 |
|
| $0.59 |
|
| $6.18 |
|
| | | | | | |
| | 2016 Quarter Ended | Full Year 2016(1) |
|
| ($ in millions except per share amounts) | March 31 | June 30 | September 30 | December 31 |
| Net sales |
| $3,411 |
|
| $3,782 |
|
| $3,660 |
|
| $3,417 |
|
| $14,270 |
|
Cost of sales(2) | 1,817 |
| 1,988 |
| 1,978 |
| 1,910 |
| 7,693 |
|
| Net income (loss) attributable to PPG | | | | | |
| Continuing operations |
| $328 |
|
| $339 |
|
| ($211 | ) |
| $87 |
|
| $543 |
|
| Discontinued operations | 19 |
| 31 |
| 27 |
| 253 |
| 330 |
|
| Net income (loss) |
| $347 |
|
| $370 |
|
| ($184 | ) |
| $340 |
|
| $873 |
|
| Earnings (loss) per common share | | | | | |
| Continuing operations |
| $1.23 |
|
| $1.26 |
|
| ($0.79 | ) |
| $0.34 |
|
| $2.05 |
|
| Discontinued operations | 0.07 |
| 0.12 |
| 0.10 |
| 0.96 |
| 1.24 |
|
| Earnings (loss) per common share |
| $1.30 |
|
| $1.38 |
|
| ($0.69 | ) |
| $1.30 |
|
| $3.29 |
|
| Earnings (loss) per common share - assuming dilution | | | | | |
| Continuing operations |
| $1.22 |
|
| $1.25 |
|
| ($0.79 | ) |
| $0.33 |
|
| $2.04 |
|
| Discontinued operations | 0.07 |
| 0.12 |
| 0.10 |
| 0.96 |
| 1.23 |
|
| Earnings (loss) per common share – assuming dilution |
| $1.29 |
|
| $1.37 |
|
| ($0.69 | ) |
| $1.29 |
|
| $3.27 |
|
|
| | | | | | | | | | | | | | | |
| | 2019 Quarter Ended | Full Year 2019(1) |
|
| ($ in millions, except per share amounts) | March 31 | June 30 | September 30 | December 31 |
| Net sales |
| $3,624 |
|
| $4,024 |
|
| $3,826 |
|
| $3,672 |
|
| $15,146 |
|
Cost of sales(2) | 2,073 |
| 2,288 |
| 2,181 |
| 2,111 |
| 8,653 |
|
| Net income (attributable to PPG) | | | | | |
| Income from continuing operations, net of tax |
| $312 |
|
| $270 |
|
| $366 |
|
| $295 |
|
| $1,243 |
|
| Income/(Loss) from discontinued operations, net of tax | — |
| 2 |
| 1 |
| (3 | ) | — |
|
| Net income (attributable to PPG) |
| $312 |
|
| $272 |
|
| $367 |
|
| $292 |
|
| $1,243 |
|
| Earnings per common share | | | | | |
| Income from continuing operations, net of tax |
| $1.32 |
|
| $1.14 |
|
| $1.55 |
|
| $1.24 |
|
| $5.25 |
|
| Income/(Loss) from discontinued operations, net of tax | — |
| 0.01 |
| — |
| (0.01 | ) | — |
|
| Earnings per common share |
| $1.32 |
|
| $1.15 |
|
| $1.55 |
|
| $1.23 |
|
| $5.25 |
|
| Earnings per common share - assuming dilution | | | | | |
| Income from continuing operations, net of tax |
| $1.31 |
|
| $1.13 |
|
| $1.54 |
|
| $1.23 |
|
| $5.22 |
|
| Income/(Loss) from discontinued operations, net of tax | — |
| 0.01 |
| — |
| (0.01 | ) | — |
|
| Earnings per common share – assuming dilution |
| $1.31 |
|
| $1.14 |
|
| $1.54 |
|
| $1.22 |
|
| $5.22 |
|
| | | | | | |
| | 2018 Quarter Ended | Full Year 2018(1) |
|
| ($ in millions except per share amounts) | March 31 | June 30 | September 30 | December 31 |
| Net sales |
| $3,781 |
|
| $4,131 |
|
| $3,817 |
|
| $3,645 |
|
| $15,374 |
|
Cost of sales(2) | 2,181 |
| 2,379 |
| 2,253 |
| 2,188 |
| 9,001 |
|
| Net income (attributable to PPG) | | | | | |
| Income from continuing operations, net of tax |
| $328 |
|
| $371 |
|
| $368 |
|
| $256 |
|
| $1,323 |
|
| Income from discontinued operations, net of tax | 6 |
| — |
| 10 |
| 2 |
| 18 |
|
| Net income (attributable to PPG) |
| $334 |
|
| $371 |
|
| $378 |
|
| $258 |
|
| $1,341 |
|
| Earnings per common share | | | | | |
| Income from continuing operations, net of tax |
| $1.32 |
|
| $1.51 |
|
| $1.52 |
|
| $1.07 |
|
| $5.43 |
|
| Income from discontinued operations, net of tax | 0.02 |
| — |
| 0.04 |
| 0.01 |
| 0.07 |
|
| Earnings per common share |
| $1.34 |
|
| $1.51 |
|
| $1.56 |
|
| $1.08 |
|
| $5.50 |
|
| Earnings per common share - assuming dilution | | | | | |
| Income from continuing operations, net of tax |
| $1.31 |
|
| $1.51 |
|
| $1.51 |
|
| $1.07 |
|
| $5.40 |
|
| Income from discontinued operations, net of tax | 0.02 |
| — |
| 0.04 |
| 0.01 |
| 0.07 |
|
| Earnings per common share – assuming dilution |
| $1.33 |
|
| $1.51 |
|
| $1.55 |
|
| $1.08 |
|
| $5.47 |
|
| |
| (1) | Full year earnings-per-share was calculated using the full year weighted average shares outstanding. As such, the sum of the quarters may not equal the total earnings-per-share for the year. |
| |
| (2) | Exclusive of depreciation and amortization. |
20. Revenue Recognition
The Company recognizes revenue when control of the promised goods or services is transferred to the customer and in amounts that the Company expects to collect. The timing of revenue recognition takes into consideration the various shipping terms applicable to the Company’s sales. For most transactions, control passes in accordance with agreed upon delivery terms.
The Company delivers products to company-owned stores, home centers and other regional or national consumer retail outlets, paint dealers, concessionaires and independent distributors, company-owned distribution networks, and directly to manufacturing companies and retail customers. Each product delivered to a third party customer is considered to satisfy a performance obligation. Performance obligations generally occur at a point in time and are satisfied when control of the goods passes to the customer. The Company is entitled to collection of the sales price under normal credit terms in the regions in which it operates. Accounts receivable are recognized when there is an unconditional right to consideration. Payment terms vary from customer to customer, depending on creditworthiness, prior payment history and other considerations.
The Company also provides services by applying coatings to customers' manufactured parts and assembled products and by providing technical support to certain customers. Performance obligations are satisfied over time as critical milestones
201776 2019 PPG ANNUAL REPORT AND FORM 10-K/A 93
Notes to the Consolidated Financial Statements
Quarterly Condensed Consolidated Statement of Income (unaudited) (As Restated)
|
| | | | | | | | | | | | | | | |
| | 2017 |
| | March 31 | | June 30 | | September 30 | | December 31 |
| | As Restated | | As Restated | | As Restated | | As Restated |
| Net sales |
| $3,486 |
| |
| $3,804 |
| |
| $3,776 |
| |
| $3,682 |
|
| Cost of sales, exclusive of depreciation and amortization | 1,905 |
| | 2,082 |
| | 2,101 |
| | 2,119 |
|
| Selling, general and administrative | 882 |
| | 872 |
| | 902 |
| | 908 |
|
| Depreciation | 79 |
| | 81 |
| | 85 |
| | 86 |
|
| Amortization | 31 |
| | 32 |
| | 32 |
| | 34 |
|
| Research and development, net | 110 |
| | 113 |
| | 114 |
| | 116 |
|
| Interest expense | 25 |
| | 26 |
| | 27 |
| | 27 |
|
| Interest income | (4 | ) | | (4 | ) | | (5 | ) | | (7 | ) |
| Pension settlement charge | 22 |
| | — |
| | — |
| | 38 |
|
| Other charges | 14 |
| | 12 |
| | 13 |
| | 25 |
|
| Other income | (24 | ) | | (69 | ) | | (16 | ) | | (41 | ) |
| Income from continuing operations before income taxes |
| $446 |
| |
| $659 |
| |
| $523 |
| |
| $377 |
|
| Income tax expense | 110 |
| | 157 |
| | 124 |
| | 224 |
|
| Income from continuing operations |
| $336 |
| |
| $502 |
| |
| $399 |
| |
| $153 |
|
| Income from discontinued operations, net of tax | 6 |
| | (1 | ) | | 217 |
| | 3 |
|
| Net income attributable to the controlling and noncontrolling interests |
| $342 |
| |
| $501 |
| |
| $616 |
| |
| $156 |
|
| Less: Net income attributable to noncontrolling interests | (5 | ) | | (5 | ) | | (6 | ) | | (5 | ) |
| Net income (attributable to PPG) |
| $337 |
| |
| $496 |
| |
| $610 |
| |
| $151 |
|
| Amounts attributable to PPG: | | | | | | | |
| Income from continuing operations, net of tax |
| $331 |
| |
| $497 |
| |
| $393 |
| |
| $148 |
|
| Income (loss) from discontinued operations, net of tax | 6 |
| | (1 | ) | | 217 |
| | 3 |
|
| Net income (attributable to PPG) |
| $337 |
| |
| $496 |
| |
| $610 |
| |
| $151 |
|
| | | | | | | | |
| Earnings per common share: | | | | | | | |
| Income from continuing operations, net of tax |
| $1.29 |
| |
| $1.93 |
| |
| $1.53 |
| |
| $0.59 |
|
| Income (loss) from discontinued operations, net of tax | 0.02 |
| | — |
| | 0.85 |
| | 0.01 |
|
| Net income (attributable to PPG) |
| $1.31 |
| |
| $1.93 |
| |
| $2.38 |
| |
| $0.60 |
|
| Earnings per common share – assuming dilution: | | | | | | | |
| Income from continuing operations, net of tax |
| $1.28 |
| |
| $1.92 |
| |
| $1.52 |
| |
| $0.58 |
|
| Income (loss) from discontinued operations, net of tax | 0.02 |
| | — |
| | 0.84 |
| | 0.01 |
|
| Net income (attributable to PPG) |
| $1.30 |
| |
| $1.92 |
| |
| $2.36 |
| |
| $0.59 |
|
| | | | | | | | |
| Dividends per common share |
| $0.40 |
| |
| $0.40 |
| |
| $0.45 |
| |
| $0.45 |
|
94 2017 PPG ANNUAL REPORT AND 10-K/A10-K
Notes to the Consolidated Financial Statements
Condensed Consolidated Statementare met and as services are provided. PPG is entitled to payment as the services are rendered. For the years ended December 31, 2019, 2018 and 2017, service revenue constituted approximately 5% of Income (unaudited) (As Restated)total revenue.
|
| | | | | | | |
| | Six Months Ended June 30, 2017 | | Nine Months Ended September 30, 2017 |
| | As Restated | | As Restated |
| Net sales |
| $7,290 |
| |
| $11,066 |
|
| Cost of sales, exclusive of depreciation and amortization | 3,987 |
| | 6,088 |
|
| Selling, general and administrative | 1,754 |
| | 2,656 |
|
| Depreciation | 160 |
| | 245 |
|
| Amortization | 63 |
| | 95 |
|
| Research and development, net | 223 |
| | 337 |
|
| Interest expense | 51 |
| | 78 |
|
| Interest income | (8 | ) | | (13 | ) |
| Pension settlement charge | 22 |
| | 22 |
|
| Other charges | 26 |
| | 39 |
|
| Other income | (93 | ) | | (109 | ) |
| Income from continuing operations before income taxes | 1,105 |
| | 1,628 |
|
| Income tax expense | 267 |
| | 391 |
|
| Income from continuing operations | 838 |
| | 1,237 |
|
| Income from discontinued operations, net of tax | 5 |
| | 222 |
|
| Net income attributable to the controlling and noncontrolling interests | 843 |
| | 1,459 |
|
| Less: Net income attributable to noncontrolling interests | 10 |
| | 16 |
|
| Net income (attributable to PPG) |
| $833 |
| |
| $1,443 |
|
| Amounts attributable to PPG: | | | |
| Income from continuing operations, net of tax |
| $828 |
| |
| $1,221 |
|
| Income from discontinued operations, net of tax | 5 |
| | 222 |
|
| Net income (attributable to PPG) |
| $833 |
| |
| $1,443 |
|
| | | | |
| Earnings per common share: | | | |
| Income from continuing operations, net of tax |
| $3.22 |
| |
| $4.75 |
|
| Income from discontinued operations, net of tax | 0.02 |
| | 0.86 |
|
| Net income (attributable to PPG) |
| $3.24 |
| |
| $5.61 |
|
| Earnings per common share – assuming dilution: | | | |
| Income from continuing operations, net of tax |
| $3.19 |
| |
| $4.72 |
|
| Income from discontinued operations, net of tax | 0.02 |
| | 0.86 |
|
| Net income (attributable to PPG) |
| $3.21 |
| |
| $5.58 |
|
| | | | |
| Dividends per common share |
| $0.80 |
| |
| $1.25 |
|
2017 PPG ANNUAL REPORT AND FORM 10-K/A 95
Notes to the Consolidated Financial Statements
Quarterly Condensed Consolidated Statement of Income (Unaudited)
|
| | | | | | | | | | | | | | | |
| | 2016 |
| | March 31 | | June 30 | | September 30 | | December 31 |
| | | | | | | | As Restated |
| Net sales |
| $3,411 |
| |
| $3,782 |
| |
| $3,660 |
| |
| $3,417 |
|
| Cost of sales, exclusive of depreciation and amortization | 1,817 |
| | 1,988 |
| | 1,978 |
| | 1,910 |
|
| Selling, general and administrative | 897 |
| | 930 |
| | 893 |
| | 868 |
|
| Depreciation | 79 |
| | 79 |
| | 82 |
| | 79 |
|
| Amortization | 30 |
| | 30 |
| | 31 |
| | 30 |
|
| Research and development, net | 114 |
| | 115 |
| | 115 |
| | 115 |
|
| Interest expense | 31 |
| | 31 |
| | 34 |
| | 29 |
|
| Interest income | (7 | ) | | (7 | ) | | (6 | ) | | (6 | ) |
| Pension settlement charge | — |
| | — |
| | 968 |
| | — |
|
| Business restructuring | — |
| | — |
| | — |
| | 191 |
|
| Asbestos settlement, net | 3 |
| | 2 |
| | — |
| | — |
|
| Other charges | 17 |
| | 29 |
| | 12 |
| | 117 |
|
| Other income | (14 | ) | | (45 | ) | | (21 | ) | | (47 | ) |
| Income (loss) from continuing operations before income taxes |
| $444 |
| |
| $630 |
| |
| ($426 | ) | |
| $131 |
|
| Income tax expense (benefit) | 109 |
| | 285 |
| | (220 | ) | | 40 |
|
| Income (loss) from continuing operations |
| $335 |
| |
| $345 |
| |
| ($206 | ) | |
| $91 |
|
| Income from discontinued operations, net of tax | 19 |
| | 31 |
| | 27 |
| | 253 |
|
| Net income (loss) attributable to the controlling and noncontrolling interests |
| $354 |
| |
| $376 |
| |
| ($179 | ) | |
| $344 |
|
| Less: Net income attributable to noncontrolling interests | (7 | ) | | (6 | ) | | (5 | ) | | (4 | ) |
| Net income (loss) (attributable to PPG) |
| $347 |
| |
| $370 |
| |
| ($184 | ) | |
| $340 |
|
| Amounts attributable to PPG: | | | | | | | |
| Income (loss) from continuing operations, net of tax |
| $328 |
| |
| $339 |
| |
| ($211 | ) | |
| $87 |
|
| Income from discontinued operations, net of tax | 19 |
| | 31 |
| | 27 |
| | 253 |
|
| Net income (loss) (attributable to PPG) |
| $347 |
| |
| $370 |
| |
| ($184 | ) | |
| $340 |
|
| | | | | | | | |
| Earnings per common share: | | | | | | | |
| Income (loss) from continuing operations, net of tax |
| $1.23 |
| |
| $1.26 |
| |
| ($0.79 | ) | |
| $0.34 |
|
| Income from discontinued operations, net of tax | 0.07 |
| | 0.12 |
| | 0.10 |
| | 0.96 |
|
| Net income (loss) (attributable to PPG) |
| $1.30 |
| |
| $1.38 |
| |
| ($0.69 | ) | |
| $1.30 |
|
| Earnings per common share – assuming dilution: | | | | | | | |
| Income (loss) from continuing operations, net of tax |
| $1.22 |
| |
| $1.25 |
| |
| ($0.79 | ) | |
| $0.33 |
|
| Income from discontinued operations, net of tax | 0.07 |
| | 0.12 |
| | 0.10 |
| | 0.96 |
|
| Net income (loss) (attributable to PPG) |
| $1.29 |
| |
| $1.37 |
| |
| ($0.69 | ) | |
| $1.29 |
|
| | | | | | | | |
| Dividends per common share |
| $0.36 |
| |
| $0.40 |
| |
| $0.40 |
| |
| $0.40 |
|
96 2017 PPG ANNUAL REPORT AND 10-K/A
Notes to the Consolidated Financial Statements
Quarterly Condensed Consolidated Statement of Comprehensive Income (unaudited) (As Restated)
|
| | | | | | | | | | | | |
| | | 2017 Quarter Ended |
| ($ in millions) | March 31 | | June 30 | | September 30 |
| Net income attributable to the controlling and noncontrolling interests |
| $342 |
| |
| $501 |
| |
| $616 |
|
| | Defined benefit pension and other postretirement benefit adjustments | 21 |
| | (55 | ) | | (29 | ) |
| | Unrealized foreign currency translation gains/(losses) | 279 |
| | 82 |
| | 26 |
|
| | Unrealized (losses)/gains – derivative financial instruments | (13 | ) | | (4 | ) | | 1 |
|
| Other comprehensive income/(loss), net of tax | 287 |
| | 23 |
| | (2 | ) |
| Total comprehensive income |
| $629 |
| |
| $524 |
| |
| $614 |
|
| Less: amounts attributable to noncontrolling interests: | | |
| | |
| | Net income | (5 | ) | | (5 | ) | | (6 | ) |
| | Unrealized foreign currency translation losses | (7 | ) | | (6 | ) | | (2 | ) |
| Comprehensive income attributable to PPG |
| $617 |
| |
| $513 |
| |
| $606 |
|
|
| | | | | | | | |
| ($ in millions) | Six Months Ended June 30, 2017 | | Nine Months Ended September 30, 2017 |
| Net income attributable to the controlling and noncontrolling interests |
| $843 |
| |
| $1,459 |
|
| | Defined benefit pension and other postretirement benefit adjustments | (34 | ) | | (63 | ) |
| | Unrealized foreign currency translation losses | 361 |
| | 387 |
|
| | Unrealized losses – derivative financial instruments | (17 | ) | | (16 | ) |
| Other comprehensive income, net of tax | 310 |
| | 308 |
|
| Total comprehensive income |
| $1,153 |
| |
| $1,767 |
|
| Less: amounts attributable to noncontrolling interests: |
| |
|
| | Net income | (10 | ) | | (16 | ) |
| | Unrealized foreign currency translation losses | (13 | ) | | (15 | ) |
| Comprehensive income attributable to PPG |
| $1,130 |
| |
| $1,736 |
|
2017 PPG ANNUAL REPORT AND FORM 10-K/A 97
Notes to the Consolidated Financial Statements
Quarterly Condensed Consolidated Balance Sheets (unaudited) (As Restated)
|
| | | | | | | | | | | | | | | |
| | 2017 |
| ($ in millions) | March 31 | | June 30 | | September 30 | | December 31 |
| Assets | | | | | | | |
| Current assets | | | | | | | |
| Cash and cash equivalents |
| $1,349 |
| |
| $1,569 |
| |
| $2,287 |
| |
| $1,436 |
|
| Short-term investments | 40 |
| | 48 |
| | 41 |
| | 55 |
|
| Receivables | 3,013 |
| | 3,191 |
| | 3,155 |
| | 2,903 |
|
| Inventories | 1,699 |
| | 1,766 |
| | 1,805 |
| | 1,730 |
|
| Assets held for sale | 223 |
| | 177 |
| | — |
| | — |
|
| Other | 439 |
| | 390 |
| | 350 |
| | 353 |
|
| Total current assets |
| $6,763 |
| |
| $7,141 |
| |
| $7,638 |
| |
| $6,477 |
|
| Property, plant and equipment, net | 2,659 |
| | 2,710 |
| | 2,730 |
| | 2,824 |
|
| Goodwill | 3,720 |
| | 3,845 |
| | 3,881 |
| | 3,942 |
|
| Identifiable intangible assets, net | 2,080 |
| | 2,118 |
| | 2,099 |
| | 2,045 |
|
| Deferred income taxes | 170 |
| | 321 |
| | 422 |
| | 305 |
|
| Investments | 175 |
| | 256 |
| | 261 |
| | 268 |
|
| Other assets | 587 |
| | 582 |
| | 585 |
| | 677 |
|
| Total |
| $16,154 |
| |
| $16,973 |
| |
| $17,616 |
| |
| $16,538 |
|
| | | | | | | | |
| Liabilities and Shareholders’ Equity | | | | | | | |
| Current liabilities | | | | | | | |
| Accounts payable and accrued liabilities |
| $3,517 |
| |
| $3,656 |
| |
| $3,900 |
| |
| $3,781 |
|
| Restructuring reserves | 95 |
| | 115 |
| | 107 |
| | 102 |
|
| Short-term debt and current portion of long-term debt | 604 |
| | 619 |
| | 616 |
| | 12 |
|
| Liabilities held for sale | 69 |
| | 54 |
| | — |
| | — |
|
| Total current liabilities |
| $4,285 |
| |
| $4,444 |
| |
| $4,623 |
| |
| $3,895 |
|
| Long-term debt | 3,817 |
| | 3,998 |
| | 4,089 |
| | 4,134 |
|
| Accrued pensions | 712 |
| | 748 |
| | 759 |
| | 729 |
|
| Other postretirement benefits | 720 |
| | 755 |
| | 767 |
| | 699 |
|
| Deferred income taxes | 400 |
| | 390 |
| | 445 |
| | 442 |
|
| Other liabilities | 934 |
| | 910 |
| | 928 |
| | 967 |
|
| Total liabilities |
| $10,868 |
| |
| $11,245 |
| |
| $11,611 |
| |
| $10,866 |
|
| Commitments and contingent liabilities | | | | | | | |
| Shareholders’ equity | | | | | | | |
| Common stock |
| $969 |
| |
| $969 |
| |
| $969 |
| |
| $969 |
|
| Additional paid-in capital | 711 |
| | 723 |
| | 745 |
| | 756 |
|
| Retained earnings | 16,214 |
| | 16,606 |
| | 17,101 |
| | 17,140 |
|
| Treasury stock, at cost | (10,626 | ) | | (10,616 | ) | | (10,855 | ) | | (11,251 | ) |
| Accumulated other comprehensive loss | (2,076 | ) | | (2,059 | ) | | (2,063 | ) | | (2,057 | ) |
| Total PPG shareholders’ equity |
| $5,192 |
| |
| $5,623 |
| |
| $5,897 |
| |
| $5,557 |
|
| Noncontrolling interests | 94 |
| | 105 |
| | 108 |
| | 115 |
|
| Total shareholders’ equity |
| $5,286 |
| |
| $5,728 |
| |
| $6,005 |
| |
| $5,672 |
|
| Total |
| $16,154 |
| |
| $16,973 |
| |
| $17,616 |
| |
| $16,538 |
|
98 2017 PPG ANNUAL REPORT AND 10-K/A
Notes to the Consolidated Financial Statements
Quarterly Condensed Consolidated Statement of Cash Flows (unaudited) (As Restated)
|
| | | | | | | | | | | | | | | | |
| | | 2017 Year to Date |
| ($ in millions) | March 31 | | June 30 | | September 30 | | December 31 |
| Operating activities | | | | | | | |
| Net income attributable to the controlling and noncontrolling interests |
| $342 |
| |
| $843 |
| |
| $1,459 |
| |
| $1,615 |
|
| | Less: Income from discontinued operations | 6 |
| | 5 |
| | 222 |
| | 225 |
|
| Income from continuing operations |
| $336 |
| |
| $838 |
| |
| $1,237 |
| |
| $1,390 |
|
| Adjustments to reconcile to cash from operations: | | | | | | | |
| | Depreciation and amortization | 110 |
| | 223 |
| | 340 |
| | 460 |
|
| | Defined benefit pension expense | 18 |
| | 34 |
| | 52 |
| | 65 |
|
| | Pension settlement charge | 22 |
| | 22 |
| | 22 |
| | 60 |
|
| | Stock-based compensation expense | 9 |
| | 17 |
| | 26 |
| | 35 |
|
| | Net gain, from sale of businesses | — |
| | (25 | ) | | (25 | ) | | (25 | ) |
| | Equity affiliate (income)/loss, net of dividends | (1 | ) | | 3 |
| | — |
| | (4 | ) |
| | Deferred income taxes | 6 |
| | (40 | ) | | (53 | ) | | 38 |
|
| Contributions to pension plans | (34 | ) | | (37 | ) | | (43 | ) | | (87 | ) |
| Restructuring payments | (10 | ) | | (20 | ) | | (31 | ) | | (49 | ) |
| Change in certain asset and liability accounts (net of acquisitions): | | | | | |
| | Receivables | (296 | ) | | (406 | ) | | (350 | ) | | (76 | ) |
| | Inventories | (157 | ) | | (185 | ) | | (200 | ) | | (116 | ) |
| | Other current assets | (47 | ) | | (49 | ) | | (40 | ) | | (43 | ) |
| | Accounts payable and accrued liabilities | 62 |
| | 147 |
| | 229 |
| | 188 |
|
| | Noncurrent assets and liabilities, net | 39 |
| | (14 | ) | | (102 | ) | | (170 | ) |
| | Taxes and interest payable | (82 | ) | | (128 | ) | | (115 | ) | | (129 | ) |
| Other | 24 |
| | 52 |
| | 71 |
| | 14 |
|
| | Cash (used for)/from operating activities - continuing operations |
| ($1 | ) | |
| $432 |
| |
| $1,018 |
| | 1,551 |
|
| | Cash from operating activities - discontinued operations | 10 |
| | 14 |
| | 14 |
| | 17 |
|
| | Cash from operating activities |
| $9 |
| |
| $446 |
| |
| $1,032 |
| |
| $1,568 |
|
| Investing activities | | | | | | | |
| Capital expenditures |
| ($63 | ) | |
| ($135 | ) | |
| ($207 | ) | |
| ($360 | ) |
| Business acquisitions, net of cash balances acquired | (61 | ) | | (62 | ) | | (69 | ) | | (225 | ) |
| Payments for acquisition of equity investment | — |
| | (100 | ) | | (100 | ) | | (100 | ) |
| Net proceeds from the sale of businesses | — |
| | 52 |
| | 593 |
| | 593 |
|
| Purchase of short-term investments | — |
| | — |
| | — |
| | (1 | ) |
| Payments for the settlement of cross currency swap contracts | (34 | ) | | (34 | ) | | (34 | ) | | (34 | ) |
| Proceeds from the settlement of cross currency swap contracts | 19 |
| | 19 |
| | 37 |
| | 37 |
|
| Other | 2 |
| | 2 |
| | — |
| | 27 |
|
| | Cash (used for)/from investing activities - continuing operations |
| ($137 | ) | |
| ($258 | ) | |
| $220 |
| |
| ($63 | ) |
| | Cash used for investing activities - discontinued operations | (1 | ) | | (3 | ) | | (4 | ) | | (4 | ) |
| | Cash (used for)/from investing activities |
| ($138 | ) | |
| ($261 | ) | |
| $216 |
| |
| ($67 | ) |
| Financing activities | | | | | | | |
| Net change in borrowings with maturities of three months or less |
| ($7 | ) | |
| ($3 | ) | |
| ($6 | ) | |
| ($7 | ) |
| Net payments on commercial paper and short-term debt | (32 | ) | | (61 | ) | | (81 | ) | | (93 | ) |
| Repayment of long-term debt | (7 | ) | | (8 | ) | | (9 | ) | | (588 | ) |
| Payments related to tax withholding on stock-based compensation awards | (16 | ) | | (20 | ) | | (25 | ) | | (28 | ) |
| Purchase of treasury stock | (163 | ) | | (163 | ) | | (413 | ) | | (813 | ) |
| Issuance of treasury stock | 9 |
| | 20 |
| | 45 |
| | 52 |
|
| Dividends paid on PPG common stock | (103 | ) | | (205 | ) | | (321 | ) | | (434 | ) |
| Other | (53 | ) | | (50 | ) | | (41 | ) | | (43 | ) |
| | Cash used for financing activities |
| ($372 | ) | |
| ($490 | ) | |
| ($851 | ) | |
| ($1,954 | ) |
| Effect of currency exchange rate changes on cash and cash equivalents | 30 |
| | 54 |
| | 70 |
| | 69 |
|
| Net (decrease) increase in cash and cash equivalents |
| ($471 | ) | |
| ($251 | ) | |
| $467 |
| |
| ($384 | ) |
| Cash and cash equivalents, beginning of year |
| $1,820 |
| |
| $1,820 |
| |
| $1,820 |
| |
| $1,820 |
|
| Cash and cash equivalents, end of period |
| $1,349 |
| |
| $1,569 |
| |
| $2,287 |
| |
| $1,436 |
|
| | | | | | | | |
| Supplemental disclosures of cash flow information: | | | | | | | |
| Interest paid, net of amount capitalized |
| $23 |
| |
| $52 |
| |
| $60 |
| |
| $100 |
|
| Taxes paid, net of refunds |
| $90 |
| |
| $326 |
| |
| $481 |
| |
| $648 |
|
2017 PPG ANNUAL REPORT AND FORM 10-K/A 99
Notes to the Consolidated Financial Statements
Consolidated Statement of Income (unaudited) - Summary of Restatement
|
| | | | | | | | | | | | | |
| | Three Months Ended
March 31, 2017 |
| | As Previously Reported | | Restatement Adjustment | | Reference | | As Restated |
| Net sales |
| $3,486 |
| |
| $— |
| | (a) | |
| $3,486 |
|
| Selling, general and administrative | 888 |
| | (6 | ) | | (c) | | 882 |
|
| Other charges | 14 |
| | — |
| | (h) | | 14 |
|
| | | | | | | | |
| Income from continuing operations before income taxes |
| $440 |
| |
| $6 |
| | | |
| $446 |
|
| Income tax expense | 107 |
| | 3 |
| | (j) | | 110 |
|
| Income from continuing operations |
| $333 |
| |
| $3 |
| | | |
| $336 |
|
| Income from discontinued operations, net of tax | 6 |
| | — |
| | | | 6 |
|
| Net income attributable to the controlling and noncontrolling interests |
| $339 |
| |
| $3 |
| | | |
| $342 |
|
| Less: Net income attributable to noncontrolling interests | (5 | ) | | — |
| | | | (5 | ) |
| Net income (attributable to PPG) |
| $334 |
| |
| $3 |
| | | |
| $337 |
|
| Amounts attributable to PPG: | | | | | | |
|
|
| Income from continuing operations, net of tax |
| $328 |
| |
| $3 |
| | | |
| $331 |
|
| Income from discontinued operations, net of tax | 6 |
| | — |
| | | | 6 |
|
| Net income (attributable to PPG) |
| $334 |
| |
| $3 |
| | | |
| $337 |
|
| | | | | | | |
|
|
| Earnings per common share: | | | | | | |
|
|
| Income from continuing operations, net of tax |
| $1.28 |
| |
| $0.01 |
| | | |
| $1.29 |
|
| Income from discontinued operations, net of tax | 0.02 |
| | — |
| | | | 0.02 |
|
| Net income (attributable to PPG) |
| $1.30 |
| |
| $0.01 |
| | | |
| $1.31 |
|
| Earnings per common share – assuming dilution: | | | | | | |
|
|
| Income from continuing operations, net of tax |
| $1.27 |
| |
| $0.01 |
| | | |
| $1.28 |
|
| Income from discontinued operations, net of tax | 0.02 |
| | — |
| | | | 0.02 |
|
| Net income (attributable to PPG) |
| $1.29 |
| |
| $0.01 |
| | | |
| $1.30 |
|
| | | | | | | |
|
|
| Dividends per common share |
| $0.40 |
| |
| $— |
| | | |
| $0.40 |
|
100 2017 PPG ANNUAL REPORT AND 10-K/A
Notes to the Consolidated Financial Statements
Condensed Consolidated Statement of Income (unaudited) - Summary of Restatement
|
| | | | | | | | | | | | | |
| | Three Months Ended
June 30, 2017 |
| | As Previously Reported | | Restatement Adjustment | | Reference | | As Restated |
| Net sales |
| $3,806 |
| |
| ($2 | ) | | (a) | |
| $3,804 |
|
| Selling, general and administrative | 865 |
| | 7 |
| | (e),(f),(g) | | 872 |
|
| Other income | (72 | ) | | 3 |
| | (b) | | (69 | ) |
| | | | | | | | |
| Income from continuing operations before income taxes |
| $671 |
| |
| ($12 | ) | | | |
| $659 |
|
| Income tax expense | 162 |
| | (5 | ) | | (j) | | 157 |
|
| Income from continuing operations |
| $509 |
| |
| ($7 | ) | | | |
| $502 |
|
| Loss from discontinued operations, net of tax | (3 | ) | | 2 |
| | (b) | | (1 | ) |
| Net income attributable to the controlling and noncontrolling interests |
| $506 |
| |
| ($5 | ) | | | |
| $501 |
|
| Less: Net income attributable to noncontrolling interests | (5 | ) | | — |
| | | | (5 | ) |
| Net income (attributable to PPG) |
| $501 |
| |
| ($5 | ) | | | |
| $496 |
|
| Amounts attributable to PPG: | | | | | | |
|
|
| Income from continuing operations, net of tax |
| $504 |
| |
| ($7 | ) | | | |
| $497 |
|
| Loss from discontinued operations, net of tax | (3 | ) | | 2 |
| | | | (1 | ) |
| Net income (attributable to PPG) |
| $501 |
| |
| ($5 | ) | | | |
| $496 |
|
| | | | | | | |
|
|
| Earnings per common share: | | | | | | |
|
|
| Income from continuing operations, net of tax |
| $1.96 |
| |
| ($0.03 | ) | | | |
| $1.93 |
|
| Loss from discontinued operations, net of tax | (0.01 | ) | | 0.01 |
| | | | — |
|
| Net income (attributable to PPG) |
| $1.95 |
| |
| ($0.02 | ) | | | |
| $1.93 |
|
| Earnings per common share – assuming dilution: | | | | | | |
|
|
| Income from continuing operations, net of tax |
| $1.95 |
| |
| ($0.03 | ) | | | |
| $1.92 |
|
| Loss from discontinued operations, net of tax | (0.01 | ) | | 0.01 |
| | | | — |
|
| Net income (attributable to PPG) |
| $1.94 |
| |
| ($0.02 | ) | | | |
| $1.92 |
|
| | | | | | | |
|
|
| Dividends per common share |
| $0.40 |
| |
| $— |
| | | |
| $0.40 |
|
2017 PPG ANNUAL REPORT AND FORM 10-K/A 101
Notes to the Consolidated Financial Statements
Quarterly Condensed Consolidated Statement of Income (unaudited) - Summary of Restatement
|
| | | | | | | | | | | | | |
| | Six Months Ended
June 30, 2017 |
| | As Previously Reported | | Restatement Adjustment | | Reference | | As Restated |
| Net sales |
| $7,292 |
| |
| ($2 | ) | | (a) | |
| $7,290 |
|
| Selling, general and administrative | 1,753 |
| | 1 |
| | (c),(e),(f),(g) | | 1,754 |
|
| Other charges | 26 |
| | — |
| | (h) | | 26 |
|
| Other income | (96 | ) | | 3 |
| | (b) | | (93 | ) |
| | | | | | | | |
| Income from continuing operations before income taxes | 1,111 |
| | $ | (6 | ) | | | | 1,105 |
|
| Income tax expense | 269 |
| | (2 | ) | | (j) | | 267 |
|
| Income from continuing operations | 842 |
| | $ | (4 | ) | | | | 838 |
|
| Income from discontinued operations, net of tax | 3 |
| | 2 |
| | (b) | | 5 |
|
| Net income attributable to the controlling and noncontrolling interests |
| $845 |
| |
| ($2 | ) | | | |
| $843 |
|
| Less: Net income attributable to noncontrolling interests | (10 | ) | | — |
| | | | (10 | ) |
| Net income (attributable to PPG) |
| $835 |
| |
| ($2 | ) | | | |
| $833 |
|
| Amounts attributable to PPG: | | | | | | | |
| Income from continuing operations, net of tax |
| $832 |
| |
| ($4 | ) | | | |
| $828 |
|
| Income from discontinued operations, net of tax | 3 |
| | 2 |
| | | | 5 |
|
| Net income (attributable to PPG) |
| $835 |
| |
| ($2 | ) | | | |
| $833 |
|
| | | | | | | | |
| Earnings per common share: | | | | | | | |
| Income from continuing operations, net of tax |
| $3.23 |
| |
| ($0.01 | ) | | | |
| $3.22 |
|
| Income from discontinued operations, net of tax | 0.01 |
| | 0.01 |
| | | | 0.02 |
|
| Net income (attributable to PPG) |
| $3.24 |
| |
| $— |
| | | |
| $3.24 |
|
| Earnings per common share – assuming dilution: | | | | | | | |
| Income from continuing operations, net of tax |
| $3.21 |
| |
| ($0.02 | ) | | | |
| $3.19 |
|
| Income from discontinued operations, net of tax | 0.01 |
| | 0.01 |
| | | | 0.02 |
|
| Net income (attributable to PPG) |
| $3.22 |
| |
| ($0.01 | ) | | | |
| $3.21 |
|
| | | | | | | | |
| Dividends per common share |
| $0.80 |
| |
| $— |
| | | |
| $0.80 |
|
102 2017 PPG ANNUAL REPORT AND 10-K/A
Notes to the Consolidated Financial Statements
Quarterly Condensed Consolidated Statement of Income (unaudited) - Summary of Restatement
|
| | | | | | | | | | | | | |
| | Three Months Ended
September 30, 2017 |
| | As Previously Reported | | Restatement Adjustment | | Reference | | As Restated |
| Cost of sales, exclusive of depreciation and amortization | 2,100 |
| | 1 |
| | (i) | | 2,101 |
|
| Selling, general and administrative | 905 |
| | (3 | ) | | (e),(f),(g) | | 902 |
|
| | | | | | | | |
| Income from continuing operations before income taxes |
| $521 |
| |
| $2 |
| | | |
| $523 |
|
| Income tax expense | 123 |
| | 1 |
| | (j) | | 124 |
|
| Income from continuing operations |
| $398 |
| |
| $1 |
| | | |
| $399 |
|
| Income from discontinued operations, net of tax | 217 |
| | — |
| | | | 217 |
|
| Net income attributable to the controlling and noncontrolling interests |
| $615 |
| |
| $1 |
| | | |
| $616 |
|
| Less: Net income attributable to noncontrolling interests | (6 | ) | | — |
| | | | (6 | ) |
| Net income (attributable to PPG) |
| $609 |
| |
| $1 |
| | | |
| $610 |
|
| Amounts attributable to PPG: | | | | | | | |
| Income from continuing operations, net of tax |
| $392 |
| |
| $1 |
| | | |
| $393 |
|
| Income from discontinued operations, net of tax | 217 |
| | — |
| | | | 217 |
|
| Net income (attributable to PPG) |
| $609 |
| |
| $1 |
| | | |
| $610 |
|
| | | | | | | | |
| Earnings per common share: | | | | | | | |
| Income from continuing operations, net of tax |
| $1.53 |
| |
| $— |
| | | |
| $1.53 |
|
| Income from discontinued operations, net of tax | 0.85 |
| | — |
| | | | 0.85 |
|
| Net income (attributable to PPG) |
| $2.38 |
| |
| $— |
| | | |
| $2.38 |
|
| Earnings per common share – assuming dilution: | | | | | | | |
| Income from continuing operations, net of tax |
| $1.52 |
| |
| $— |
| | | |
| $1.52 |
|
| Income from discontinued operations, net of tax | 0.84 |
| | — |
| | | | 0.84 |
|
| Net income (attributable to PPG) |
| $2.36 |
| |
| $— |
| | | |
| $2.36 |
|
| | | | | | | | |
| Dividends per common share |
| $0.45 |
| |
| $— |
| | | |
| $0.45 |
|
2017 PPG ANNUAL REPORT AND FORM 10-K/A 103
Notes to the Consolidated Financial Statements
Quarterly Condensed Consolidated Statement of Income (unaudited) - Summary of Restatement
|
| | | | | | | | | | | | | |
| | Nine Months Ended
September 30, 2017 |
| | As Previously Reported | | Restatement Adjustment | | Reference | | As Restated |
| Net sales |
| $11,068 |
| |
| ($2 | ) | | (a) | |
| $11,066 |
|
| Cost of sales, exclusive of depreciation and amortization | 6,087 |
| | 1 |
| | (i) | | 6,088 |
|
| Selling, general and administrative | 2,658 |
| | (2 | ) | | (c),(e),(f) | | 2,656 |
|
| Other charges | 39 |
| | — |
| | (h) | | 39 |
|
| Other income | (112 | ) | | 3 |
| | (b) | | (109 | ) |
| | | |
|
| | | | |
| Income from continuing operations before income taxes |
| $1,632 |
| |
| ($4 | ) | | | |
| $1,628 |
|
| Income tax expense | 392 |
| | (1 | ) | | (j) | | 391 |
|
| Income from continuing operations |
| $1,240 |
| |
| ($3 | ) | | | |
| $1,237 |
|
| Income from discontinued operations, net of tax | 220 |
| | 2 |
| | (b) | | 222 |
|
| Net income attributable to the controlling and noncontrolling interests |
| $1,460 |
| |
| ($1 | ) | | | |
| $1,459 |
|
| Less: Net income attributable to noncontrolling interests | (16 | ) | | — |
| | | | (16 | ) |
| Net income (attributable to PPG) |
| $1,444 |
| |
| ($1 | ) | | | |
| $1,443 |
|
| Amounts attributable to PPG: | | |
|
| | | | |
| Income from continuing operations, net of tax |
| $1,224 |
| |
| ($3 | ) | | | |
| $1,221 |
|
| Income from discontinued operations, net of tax | 220 |
| | 2 |
| | | | 222 |
|
| Net income (attributable to PPG) |
| $1,444 |
| |
| ($1 | ) | | | |
| $1,443 |
|
| | | |
|
| | | | |
| Earnings per common share: | | |
|
| | | | |
| Income from continuing operations, net of tax |
| $4.76 |
| |
| ($0.01 | ) | | | |
| $4.75 |
|
| Income from discontinued operations, net of tax | 0.86 |
| | — |
| | | | 0.86 |
|
| Net income (attributable to PPG) |
| $5.62 |
| |
| ($0.01 | ) | | | |
| $5.61 |
|
| Earnings per common share – assuming dilution: | | |
|
| | | | |
| Income from continuing operations, net of tax |
| $4.73 |
| |
| ($0.01 | ) | | | |
| $4.72 |
|
| Income from discontinued operations, net of tax | 0.85 |
| | 0.01 |
| | | | 0.86 |
|
| Net income (attributable to PPG) |
| $5.58 |
| |
| $— |
| | | |
| $5.58 |
|
| | | |
|
| | | | |
| Dividends per common share |
| $1.25 |
| |
| $— |
| | | |
| $1.25 |
|
104 2017 PPG ANNUAL REPORT AND 10-K/A
Notes to the Consolidated Financial Statements
Quarterly Condensed Consolidated Statement of Income (unaudited) - Summary of Restatement
|
| | | | | | | | | | | | | |
| | Three Months Ended
December 31, 2017 |
| | As Previously Reported | | Restatement Adjustment | | Reference | | As Restated |
| Cost of sales, exclusive of depreciation and amortization |
| $2,117 |
| |
| $2 |
| | (b),(i) | |
| $2,119 |
|
| Selling, general and administrative | 912 |
| | (4 | ) | | (e),(f) | | 908 |
|
| Other income | (42 | ) | | 1 |
| | (b) | | (41 | ) |
| | | |
|
| | | | |
| Income from continuing operations before income taxes |
| $376 |
| |
| $1 |
| | | |
| $377 |
|
| Income tax expense | 224 |
| | — |
| | (j) | | 224 |
|
| Income from continuing operations |
| $152 |
| |
| $1 |
| | | |
| $153 |
|
| Income from discontinued operations, net of tax | — |
| | 3 |
| | (b) | | 3 |
|
| Net income attributable to the controlling and noncontrolling interests |
| $152 |
| |
| $4 |
| | | |
| $156 |
|
| Less: Net income attributable to noncontrolling interests | (5 | ) | | — |
| | | | (5 | ) |
| Net income (attributable to PPG) |
| $147 |
| |
| $4 |
| | | |
| $151 |
|
| Amounts attributable to PPG: | | |
|
| | | | |
| Income from continuing operations, net of tax |
| $147 |
| |
| $1 |
| | | |
| $148 |
|
| Income from discontinued operations, net of tax | — |
| | 3 |
| | | | 3 |
|
| Net income (attributable to PPG) |
| $147 |
| |
| $4 |
| | | |
| $151 |
|
| | | |
|
| | | | |
| Earnings per common share: | | |
|
| | | | |
| Income from continuing operations, net of tax |
| $0.58 |
| |
| $0.01 |
| | | |
| $0.59 |
|
| Income from discontinued operations, net of tax | — |
| | 0.01 |
| | | | 0.01 |
|
| Net income (attributable to PPG) |
| $0.58 |
| |
| $0.02 |
| | | |
| $0.60 |
|
| Earnings per common share – assuming dilution: | | |
|
| | | | |
| Income from continuing operations, net of tax |
| $0.58 |
| |
| $— |
| | | |
| $0.58 |
|
| Income from discontinued operations, net of tax | — |
| | 0.01 |
| | | | 0.01 |
|
| Net income (attributable to PPG) |
| $0.58 |
| |
| $0.01 |
| | | |
| $0.59 |
|
| | | |
|
| | | | |
| Dividends per common share |
| $0.45 |
| |
| $— |
| | | |
| $0.45 |
|
2017 PPG ANNUAL REPORT AND FORM 10-K/A 105
Notes to the Consolidated Financial Statements
Quarterly Condensed Consolidated Statement of Income (unaudited) - Summary of Restatement
|
| | | | | | | | | | | | | |
| | Three Months Ended
December 31, 2016 |
| | As Previously Reported | | Restatement Adjustment | | Reference | | As Restated |
| Selling, general and administrative |
| $861 |
| |
| $7 |
| | (c) | |
| $868 |
|
| Business restructuring | 195 |
| | (4 | ) | | (d) | | 191 |
|
| Other income | (51 | ) | | 4 |
| | (d) | | (47 | ) |
| | | |
|
| | | | |
| Income from continuing operations before income taxes |
| $138 |
| |
| ($7 | ) | | | |
| $131 |
|
| Income tax expense | 43 |
| | (3 | ) | | (j) | | 40 |
|
| Income from continuing operations |
| $95 |
| |
| ($4 | ) | | | |
| $91 |
|
| Income from discontinued operations, net of tax | 253 |
| | — |
| | | | 253 |
|
| Net income attributable to the controlling and noncontrolling interests |
| $348 |
| |
| ($4 | ) | | | |
| $344 |
|
| Less: Net income attributable to noncontrolling interests | (4 | ) | | — |
| | | | (4 | ) |
| Net income (attributable to PPG) |
| $344 |
| |
| ($4 | ) | | | |
| $340 |
|
| Amounts attributable to PPG: | | |
|
| | | |
|
|
| Income from continuing operations, net of tax |
| $91 |
| |
| ($4 | ) | | | |
| $87 |
|
| Income from discontinued operations, net of tax | 253 |
| | — |
| | | | 253 |
|
| Net income (attributable to PPG) |
| $344 |
| |
| ($4 | ) | | | |
| $340 |
|
| | | |
|
| | | |
|
|
| Earnings per common share: | | |
|
| | | |
|
|
| Income from continuing operations, net of tax |
| $0.35 |
| |
| ($0.01 | ) | | | |
| $0.34 |
|
| Income from discontinued operations, net of tax | 0.96 |
| | — |
| | | | 0.96 |
|
| Net income (attributable to PPG) |
| $1.31 |
| |
| ($0.01 | ) | | | |
| $1.30 |
|
| Earnings per common share – assuming dilution: | | |
|
| | | |
|
|
| Income from continuing operations, net of tax |
| $0.34 |
| |
| ($0.01 | ) | | | |
| $0.33 |
|
| Income from discontinued operations, net of tax | 0.96 |
| | — |
| | | | 0.96 |
|
| Net income (attributable to PPG) |
| $1.30 |
| |
| ($0.01 | ) | | | |
| $1.29 |
|
| | | |
|
| | | |
|
|
| Dividends per common share |
| $0.40 |
| |
| $— |
| | | |
| $0.40 |
|
106 2017 PPG ANNUAL REPORT AND 10-K/A
Notes to the Consolidated Financial Statements
Quarterly Condensed Consolidated Statement of Comprehensive Income (unaudited) - Summary of Restatement
In the Statement of Comprehensive IncomeNet sales by segment and region for the interim periodsyears ended MarchDecember 31, 2017, June 30, 20172019, 2018 and September 30, 2017, Net income attributable to the controlling and noncontrolling interests reflects the impact of the restatement adjustments. The restatement adjustments had no impact to the previously disclosed components of Other comprehensive income, net of tax.
Quarterly Condensed Consolidated Balance Sheet (unaudited) - Summary of Restatement
As of March 31, 2017, there are no changes to the previously reported quarterly condensed consolidated balance sheet.
|
| | | | | | | | | | | | | |
| | June 30, 2017 |
| ($ in millions) | As Previously Reported | | Restatement Adjustment | | Reference | | As Restated |
| Assets | | | | | | | |
| Current assets | | | | | | | |
| Other | 394 |
| | (4 | ) | | (g) | | 390 |
|
| Total current assets |
| $7,145 |
| |
| ($4 | ) | | | |
| $7,141 |
|
| Total |
| $16,977 |
| |
| ($4 | ) | | | |
| $16,973 |
|
| | | | | | | | |
| Liabilities and Shareholders’ Equity | | | | | | | |
| Current liabilities | | | | | | | |
| Accounts payable and accrued liabilities |
| $3,653 |
| |
| $3 |
| | (a),(e),(f),(j) | |
| $3,656 |
|
| Total current liabilities |
| $4,441 |
| |
| $3 |
| | | |
| $4,444 |
|
| Other liabilities | 910 |
| | — |
| | (h) | | 910 |
|
| Total liabilities |
| $11,242 |
| |
| $3 |
| | | |
| $11,245 |
|
| | | | | | | | |
| Shareholders’ equity | | | | | | | |
| Retained earnings | 16,613 |
| | (7 | ) | | | | 16,606 |
|
| Total PPG shareholders’ equity |
| $5,630 |
| |
| ($7 | ) | | | |
| $5,623 |
|
| Noncontrolling interests | 105 |
| | | | | | 105 |
|
| Total shareholders’ equity |
| $5,735 |
| |
| ($7 | ) | | | |
| $5,728 |
|
| Total |
| $16,977 |
| |
| ($4 | ) | | | |
| $16,973 |
|
|
| | | | | | | | | | | | | |
| | September 30, 2017 |
| ($ in millions) | As Previously Reported | | Restatement Adjustment | | Reference | | As Restated |
| Assets | | | | | | | |
| Deferred income taxes |
| $421 |
| |
| $1 |
| | (j) | |
| $422 |
|
| Total |
| $17,615 |
| |
| $1 |
| | | |
| $17,616 |
|
| | | | | | | | |
| Liabilities and Shareholders’ Equity | | | | | | | |
| Current liabilities | | | | | | | |
| Accounts payable and accrued liabilities |
| $3,895 |
| |
| $5 |
| | (a),(e),(f),(j) | |
| $3,900 |
|
| Total current liabilities |
| $4,618 |
| |
| $5 |
| | | |
| $4,623 |
|
| Accrued pensions | 758 |
| | 1 |
| | (i) | | 759 |
|
| Other liabilities | 928 |
| | — |
| | (h) | | 928 |
|
| Total liabilities |
| $11,605 |
| |
| $6 |
| | | |
| $11,611 |
|
| | | | | | | | |
| Shareholders’ equity | | | | | | | |
| Retained earnings | 17,106 |
| | (5 | ) | | | | 17,101 |
|
| Total PPG shareholders’ equity |
| $5,902 |
| |
| ($5 | ) | | | |
| $5,897 |
|
| Noncontrolling interests | 108 |
| | | | | | 108 |
|
| Total shareholders’ equity |
| $6,010 |
| |
| ($5 | ) | | | |
| $6,005 |
|
| Total |
| $17,615 |
| |
| $1 |
| | | |
| $17,616 |
|
2017 PPG ANNUAL REPORT AND FORM 10-K/A 107
Notes to the Consolidated Financial Statements
Quarterly Condensed Consolidated Statement of Cash Flows (unaudited) - Summary of Restatement
There was no net impact of the quarterly 2017 and 2016 restatement adjustments on net cash provided by operating activities, net cash provided by investing activities or net cash used in financing activities in the Consolidated Statement of Cash Flows. The adjustments only had an impact on certain captions within cash from operating activities.
Acquisitions and Divestitures (As Restated)
The net sales and income from discontinued operations related to the former Glass reportable business segment for the three and six months ended June 30, 2017 and 2016 were as follows:
|
| | | | | | | | | | | | | | | |
| | Three Months Ended
June 30 | | Six Months Ended
June 30 |
| ($ in millions) | 2017 | | 2016 | | 2017 | | 2016 |
| | As Restated |
| | | | As Restated |
| | |
| Net sales |
| $84 |
| |
| $282 |
| |
| $167 |
| |
| $543 |
|
| | | | | | | | |
| Income from operations |
| $12 |
| |
| $43 |
| |
| $21 |
| |
| $71 |
|
| Income tax expense | 4 |
| | 12 |
| | 8 |
| | 21 |
|
| Income from discontinued operations, net of tax |
| $8 |
| |
| $31 |
| |
| $13 |
| |
| $50 |
|
The net sales and income from discontinued operations related to the former Glass reportable business segment for the three and nine months ended September 30, 2017 and 2016 were as follows:
|
| | | | | | | | | | | | | | | |
| | Three Months Ended
September 30 | | Nine Months Ended
September 30 |
| ($ in millions) | 2017 | | 2016 | | 2017 | | 2016 |
| | | | | | As Restated |
| | |
| Net sales |
| $50 |
| |
| $285 |
| |
| $217 |
| |
| $828 |
|
| | | | | | | | |
| Income from operations |
| $5 |
| |
| $38 |
| |
| $26 |
| |
| $109 |
|
| Net gain on divestiture of North American fiber glass business | 343 |
| | — |
| | 343 |
| | — |
|
| Income tax expense | 131 |
| | 11 |
| | 139 |
| | 32 |
|
| Income from discontinued operations, net of tax |
| $217 |
| |
| $27 |
| |
| $230 |
| |
| $77 |
|
Stock-Based Compensation (As Restated)
Stock-based compensation and the income tax benefit recognized during the three months ended March 31, 2017 were as follows:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Performance Coatings | | Industrial Coatings | | Total Net Sales |
| ($ in millions) | 2019 |
| 2018 |
| 2017 |
| | 2019 |
| 2018 |
| 2017 |
| | 2019 |
| 2018 |
| 2017 |
|
| United States and Canada |
| $4,057 |
|
| $4,062 |
|
| $4,031 |
| |
| $2,418 |
|
| $2,423 |
|
| $2,276 |
| |
| $6,475 |
|
| $6,485 |
|
| $6,307 |
|
| EMEA | 2,869 |
| 2,936 |
| 2,761 |
| | 1,680 |
| 1,742 |
| 1,628 |
| | 4,549 |
| 4,678 |
| 4,389 |
|
| Asia Pacific | 1,095 |
| 1,071 |
| 970 |
| | 1,447 |
| 1,547 |
| 1,553 |
| | 2,542 |
| 2,618 |
| 2,523 |
|
| Latin America | 1,013 |
| 1,018 |
| 968 |
| | 567 |
| 575 |
| 561 |
| | 1,580 |
| 1,593 |
| 1,529 |
|
| Total |
| $9,034 |
|
| $9,087 |
|
| $8,730 |
| |
| $6,112 |
|
| $6,287 |
|
| $6,018 |
| |
| $15,146 |
|
| $15,374 |
|
| $14,748 |
|
|
| | | | | | | |
| | Three Months Ended
March 31 |
| ($ in millions) | 2017 | | 2016 |
| | As Restated |
| | |
| Stock-based compensation |
| $9 |
| |
| $10 |
|
| Income tax benefit recognized |
| $3 |
| |
| $4 |
|
Stock-based compensation and the income tax benefit recognized during the three and six months ended June 30, 2017 and 2016 were as follows:
|
| | | | | | | | | | | | | | | |
| | Three Months Ended
June 30 | | Six Months Ended
June 30 |
| ($ in millions) | 2017 | | 2016 | | 2017 | | 2016 |
| | | | | | As Restated | | |
| Stock-based compensation |
| $8 |
| |
| $16 |
| |
| $17 |
| |
| $26 |
|
| Income tax benefit recognized |
| $2 |
| |
| $5 |
| |
| $5 |
| |
| $9 |
|
Stock-based compensation and the income tax benefit recognized during the three and nine months ended September 30, 2017 and 2016 were as follows:
2017 PPG ANNUAL REPORT AND FORM 10-K/A 108
Notes to the Consolidated Financial Statements
|
| | | | | | | | | | | | | | | |
| | Three Months Ended
September 30 | | Nine Months Ended
September 30 |
| ($ in millions) | 2017 | | 2016 | | 2017 | | 2016 |
| | | | | | As Restated | | |
| Stock-based compensation |
| $9 |
| |
| $11 |
| |
| $26 |
| |
| $37 |
|
| Income tax benefit recognized |
| $4 |
| |
| $3 |
| |
| $9 |
| |
| $12 |
|
Shareholders’ Equity (As Restated)
Changes to shareholders’ equity for the three months ended March 31, 2017 were as follows:
|
| | | | | | | | | | | |
| ($ in millions) | Total PPG Shareholders’ Equity | | Non- controlling Interests | | Total |
| Balance, January 1, 2017 |
| $4,828 |
| |
| $87 |
| |
| $4,915 |
|
| Net income | 337 |
| | 5 |
| | 342 |
|
| 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 | (21 | ) | | — |
| | (21 | ) |
| Other | — |
| | (5 | ) | | (5 | ) |
| Balance, March 31, 2017 |
| $5,192 |
| |
| $94 |
| |
| $5,286 |
|
Changes to shareholders’ equity for the six months ended June 30, 2017 were as follows:
|
| | | | | | | | | | | |
| ($ in millions) | Total PPG Shareholders’ Equity | | Non- controlling Interests | | Total |
| Balance, January 1, 2017 |
| $4,828 |
| |
| $87 |
| |
| $4,915 |
|
| Net income | 833 |
| | 10 |
| | 843 |
|
| Other comprehensive income, net of tax | 297 |
| | 13 |
| | 310 |
|
| Cash dividends | (205 | ) | | — |
| | (205 | ) |
| Issuance of treasury stock | 49 |
| | — |
| | 49 |
|
| Stock repurchase program | (163 | ) | | — |
| | (163 | ) |
| Stock-based compensation activity | (16 | ) | | — |
| | (16 | ) |
| Other | — |
| | (5 | ) | | (5 | ) |
| Balance, June 30, 2017 |
| $5,623 |
| |
| $105 |
| |
| $5,728 |
|
Changes to shareholders’ equity for the nine months ended September 30, 2017 were as follows:
|
| | | | | | | | | | | |
| ($ in millions) | Total PPG Shareholders’ Equity | | Non-controlling Interests | | Total |
| January 1, 2017 |
| $4,828 |
| |
| $87 |
| |
| $4,915 |
|
| Net income | 1,443 |
| | 16 |
| | 1,459 |
|
| Other comprehensive income, net of tax | 293 |
| | 15 |
| | 308 |
|
| Cash dividends | (321 | ) | | — |
| | (321 | ) |
| Issuance of treasury stock | 75 |
| | — |
| | 75 |
|
| Stock repurchase program | (413 | ) | | — |
| | (413 | ) |
| Stock-based compensation activity | (8 | ) | | — |
| | (8 | ) |
| Dividends paid on subsidiary common stock to noncontrolling interests | — |
| | (5 | ) | | (5 | ) |
| Other | — |
| | (5 | ) | | (5 | ) |
| September 30, 2017 |
| $5,897 |
| |
| $108 |
| |
| $6,005 |
|
2017 PPG ANNUAL REPORT AND FORM 10-K/A 109
Notes to the Consolidated Financial Statements
Quarterly 21. Reportable Business Segment Information (As Restated)
|
| | | | | | | |
| | Three Months Ended
March 31 |
| ($ in millions) | 2017 | | 2016 |
| | As Restated | | |
| Net sales: | | | |
| Performance Coatings |
| $2,017 |
| |
| $2,039 |
|
| Industrial Coatings | 1,469 |
| | 1,372 |
|
| Total |
| $3,486 |
| |
| $3,411 |
|
| Segment income: | | | |
| Performance Coatings |
| $284 |
| |
| $279 |
|
| Industrial Coatings | 273 |
| | 265 |
|
| Total |
| $557 |
| |
| $544 |
|
| Corporate | (56 | ) | | (63 | ) |
| Interest expense, net of interest income | (21 | ) | | (24 | ) |
Legacy items (a) | (8 | ) | | (11 | ) |
| Pension settlement charge | (22 | ) | | — |
|
Transaction-related costs (b) | (4 | ) | | (2 | ) |
| Income from continuing operations before income taxes |
| $446 |
| |
| $444 |
|
|
| | | | | | | | | | | | | | | |
| | Three Months Ended
June 30 | | Six Months Ended
June 30 |
| ($ in millions) | 2017 | | 2016 | | 2017 | | 2016 |
| | As Restated | | | | As Restated | | |
| Net sales: | | | | | | | |
| Performance Coatings |
| $2,299 |
| |
| $2,338 |
| |
| $4,316 |
| |
| $4,377 |
|
| Industrial Coatings | 1,505 |
| | 1,444 |
| | 2,974 |
| | 2,816 |
|
| Total |
| $3,804 |
| |
| $3,782 |
| |
| $7,290 |
| |
| $7,193 |
|
| Segment income: | | | | | | | |
| Performance Coatings |
| $409 |
| |
| $428 |
| |
| $693 |
| |
| $707 |
|
| Industrial Coatings | 264 |
| | 292 |
| | 537 |
| | 557 |
|
| Total |
| $673 |
| |
| $720 |
| |
| $1,230 |
| |
| $1,264 |
|
| Corporate | (32 | ) | | (60 | ) | | (88 | ) | | (123 | ) |
| Interest expense, net of interest income | (22 | ) | | (24 | ) | | (43 | ) | | (48 | ) |
Legacy items (a) | 2 |
| | (10 | ) | | (6 | ) | | (21 | ) |
| Asset write-down | — |
| | (10 | ) | | — |
| | (10 | ) |
| Gain from the sale of an equity affiliate | — |
| | 20 |
| | — |
| | 20 |
|
| Pension settlement charge | — |
| | — |
| | (22 | ) | | — |
|
| Gain from sale of a business | 25 |
| | — |
| | 25 |
| | — |
|
| Income from a legal settlement | 18 |
| | — |
| | 18 |
| | — |
|
Transaction-related costs (b) | (5 | ) | | (6 | ) | | (9 | ) | | (8 | ) |
| Income from continuing operations before income taxes |
| $659 |
| |
| $630 |
| |
| $1,105 |
| |
| $1,074 |
|
110 2017 PPG ANNUAL REPORT AND 10-K/A
Notes to the Consolidated Financial Statements
|
| | | | | | | | | | | | | | | |
| | Three Months Ended
September 30 | | Nine Months Ended
September 30 |
| ($ in millions) | 2017 | | 2016 | | 2017 | | 2016 |
| | As Restated | | | | As Restated | | |
| Net sales: | | | | | | | |
| Performance Coatings |
| $2,290 |
| |
| $2,223 |
| | $ | 6,606 |
| |
| $6,600 |
|
| Industrial Coatings | 1,486 |
| | 1,437 |
| | 4,460 |
| | 4,253 |
|
| Total |
| $3,776 |
| |
| $3,660 |
| |
| $11,066 |
| |
| $10,853 |
|
| Segment income: | | | | | | | |
| Performance Coatings |
| $366 |
| |
| $368 |
| |
| $1,059 |
| |
| $1,075 |
|
| Industrial Coatings | 223 |
| | 249 |
| | 760 |
| | 806 |
|
| Total |
| $589 |
| |
| $617 |
| |
| $1,819 |
| |
| $1,881 |
|
| Corporate | (45 | ) | | (43 | ) | | (133 | ) | | (166 | ) |
| Interest expense, net of interest income | (22 | ) | | (28 | ) | | (65 | ) | | (76 | ) |
Legacy items (a) | 1 |
| | (4 | ) | | (5 | ) | | (25 | ) |
| Asset write-down | — |
| | — |
| | — |
| | (10 | ) |
| Gain from the sale of an equity affiliate | — |
| | — |
| | — |
| | 20 |
|
| Pension settlement charge | — |
| | (968 | ) | | (22 | ) | | (968 | ) |
| Gain from sale of a business | — |
| | — |
| | 25 |
| | — |
|
| Income from a legal settlement | — |
| | — |
| | 18 |
| | — |
|
Transaction-related costs (b) | — |
| | — |
| | (9 | ) | | (8 | ) |
| Income (loss) from continuing operations before income taxes |
| $523 |
| |
| ($426 | ) | |
| $1,628 |
| |
| $648 |
|
| |
(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. |
| |
(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. |
20. Reportable Business Segment Information (As Restated)
Segment Organization and Products
PPG is a multinational manufacturer with 109 operating segments (which the Company refers to as “strategic business units”) that are organized based on the Company’s major products lines. These operating segments are also the Company’s reporting units for purposes of testing goodwill for impairment (see Note 1, “Summary of Significant Accounting Policies”).
The Company’s reportable business segments include the following two2 segments: Performance Coatings and Industrial Coatings. The operating segments have been aggregated based on economic similarities, the nature of their products, production processes, end-use markets and methods of distribution.
The Performance Coatings reportable business segment is comprised of the automotive refinish coatings, aerospace coatings, architectural coatings – Americas and Asia-Pacific,Asia Pacific, architectural coatings - EMEA, and protective and marine coatings operating segments. This reportable business 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 business segment is comprised of the automotive original equipment manufacturer (“OEM”)OEM coatings, industrial coatings, packaging coatings, coatings services and the specialty coatings and materials operating segments. This reportable business 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 and other specialty materials.
Effective January 1, 2018, the coating services operating segment has been merged into the industrial coatings operating segment and the Company will have 9 operating segments. Management teams and operations will be realigned to better deliver our total value proposition and provide optimal solutions to our customers, as well as to achieve operational efficiencies.
Production facilities and marketssales for Performance Coatings and Industrial Coatings are global. PPG’s reportable business segments continue to pursue opportunities to further develop their global markets,reach, including efforts in Asia, Eastern Europe and Latin America. Each of the reportable business segments in which PPG is engaged is highly competitive. The diversification of our product lines and the worldwide markets servedsales tend to minimize the impact on PPG’s totalNet sales and Income before income from continuing operationstaxes in the consolidated statement of income of changes in demand in a particular marketindustry or in a particular geographic area.
2017 PPG ANNUAL REPORT AND FORM 10-K/A 111
Notes to the Consolidated Financial Statements
The accounting policies of the operating segments are the same as those described in the summary of significant accounting policies (See Note 1 “Summary, “Summary of Significant Accounting Policies”Policies”). The Company allocates resources to operating segments and evaluates the performance of operating segments based upon segment income, which is income before interest expense – net, income taxes, and noncontrolling interests and excludes certain charges which are considered to be unusual or non-recurring. The Company also evaluates performance of operating segments based on working capital reduction, margin growth, and sales volume growth. Legacy items include current costs related to former operations of the Company not classified as discontinued operations at the time of the disposal, including certain environmental remediation, pension and other postretirement benefit costs, and certain charges for legal matters and certain environmental remediation costs, and certain other matterscharges which are considered to be unusual or non-recurring.not associated with PPG’s current business portfolio. These legacy costs are excluded from the segment income that is used to evaluate the performance of the operating segments.
Corporate unallocated costs include the costs of corporate staff functions not directly associated with the operating segments, the cost of corporatecertain legal cases, net of related insurance recoveries and the cost of certain insurance and stock-based compensation programs. Net periodic pension expense is allocated to the operating segments and the portionThe service cost component of net periodic pension expense related to current employees of each reportable business segment is allocated to that reportable business segment and the corporate staff functionsremaining portion of net periodic pension expense is included in the Corporate unallocated costs.
Product movement between Performance Coatings and Industrial Coatings is limited, is accounted for as an inventory transfer, and is recorded at cost plus a mark-up, the impact of which is not significant to the net sales or segment income of the reportable business segments.
|
| | | | | | | | | | | | | | | |
| As Restated | | | | | | | |
($ in millions) Reportable Business Segments | Performance Coatings |
| | Industrial Coatings |
| | Corporate / Eliminations /
Non-Segment Items(1) |
| | Consolidated Totals |
|
| 2017 | | | | | | | |
| Net sales to external customers |
| $8,730 |
| |
| $6,018 |
| | $ | — |
| |
| $14,748 |
|
| Intersegment net sales | — |
| | — |
| | — |
| | — |
|
| Total net sales |
| $8,730 |
| |
| $6,018 |
| | $ | — |
| |
| $14,748 |
|
| Segment income |
| $1,321 |
| |
| $972 |
| | $ | — |
| |
| $2,293 |
|
Legacy items(2) | | | | | | | (2 | ) |
| Pension settlement charge | | | | | | | (60 | ) |
Transaction-related costs(5) | | | | | | | (9 | ) |
| Asset write-downs | | | | | | | (7 | ) |
| Gain from sale of the Plaka business | | | | | | | 25 |
|
| Gain from a legal settlement | | | | | | | 18 |
|
| Gain from sale of a non-operating asset | | | | | | | 13 |
|
| Interest expense, net of interest income | | | | | | | (85 | ) |
Corporate unallocated(1) | | | | | | | (181 | ) |
| Income before income taxes | | | | | | |
| $2,005 |
|
| Depreciation and amortization |
| $272 |
| |
| $164 |
| |
| $24 |
| |
| $460 |
|
| Share of net earnings (loss) of equity affiliates |
| $2 |
| |
| $— |
| |
| $10 |
| |
| $12 |
|
Segment assets(3) |
| $9,763 |
| |
| $4,563 |
| |
| $2,212 |
| |
| $16,538 |
|
| Investment in equity affiliates |
| $32 |
| |
| $13 |
| |
| $89 |
| |
| $134 |
|
| Expenditures for property (including business acquisitions) |
| $224 |
| |
| $328 |
| |
| $133 |
| |
| $685 |
|
112 20172019 PPG ANNUAL REPORT AND 10-K/AFORM 10-K 77
Notes to the Consolidated Financial Statements
|
| | | | | | | | | | | |
| ($ in millions) | 2019 |
| | 2018 |
| | 2017 |
|
| Net sales to external customers | | | | | |
| Performance Coatings |
| $9,034 |
| |
| $9,087 |
| |
| $8,730 |
|
| Industrial Coatings | 6,112 |
| | 6,287 |
| | 6,018 |
|
| Total Net sales |
| $15,146 |
| |
| $15,374 |
| |
| $14,748 |
|
| Segment income | | | | | |
| Performance Coatings |
| $1,409 |
| |
| $1,300 |
| |
| $1,313 |
|
| Industrial Coatings | 862 |
| | 818 |
| | 979 |
|
| Total Segment income |
| $2,271 |
| |
| $2,118 |
| |
| $2,292 |
|
| Corporate / Non-Segment Items | | | | | |
| Legacy items |
| ($1 | ) | |
| $5 |
| |
| ($2 | ) |
Business restructuring-related costs, net(1) | (222 | ) | | (75 | ) | | — |
|
| Environmental remediation charges and other costs, net | (61 | ) | | (77 | ) | | — |
|
Acquisition-related costs(2) | (17 | ) | | (6 | ) | | (9 | ) |
| Litigation matters, net | (12 | ) | | (24 | ) | | 18 |
|
| Impairment of a non-manufacturing asset | — |
| | (9 | ) | | — |
|
| Costs related to customer assortment changes | — |
| | (18 | ) | | — |
|
| Gain from the sale of non-operating assets | — |
| | 26 |
| | 13 |
|
| Brand rationalization charge | — |
| | (6 | ) | | — |
|
| Asset write-downs | — |
| | — |
| | (7 | ) |
| Pension settlement charge | — |
| | — |
| | (60 | ) |
| Gain on disposal of ownership interest in business affiliate | — |
| | — |
| | 25 |
|
| Interest expense, net of interest income | (100 | ) | | (95 | ) | | (85 | ) |
| Corporate unallocated | (197 | ) | | (146 | ) | | (180 | ) |
| Total Income before income taxes |
| $1,661 |
| |
| $1,693 |
| |
| $2,005 |
|
|
| | | | | | | | | | | |
| ($ in millions) | 2019 |
| | 2018 |
| | 2017 |
|
| Depreciation and amortization | | | | | |
| Performance Coatings |
| $255 |
| |
| $274 |
| |
| $272 |
|
| Industrial Coatings | 194 |
| | 181 |
| | 164 |
|
| Corporate / Non-Segment Items | 62 |
| | 42 |
| | 24 |
|
| Total |
| $511 |
| |
| $497 |
| |
| $460 |
|
| Share of net earnings of equity affiliates | | | | | |
| Performance Coatings |
| $1 |
| |
| $1 |
| |
| $2 |
|
| Industrial Coatings | — |
| | — |
| | — |
|
| Corporate / Non-Segment Items | 10 |
| | 15 |
| | 10 |
|
| Total |
| $11 |
| |
| $16 |
| |
| $12 |
|
Segment assets(3) | | | | | |
| Performance Coatings |
| $10,636 |
| |
| $9,846 |
| |
| $9,763 |
|
| Industrial Coatings | 4,912 |
| | 4,441 |
| | 4,563 |
|
| Corporate / Non-Segment Items | 2,160 |
| | 1,728 |
| | 2,212 |
|
| Total |
| $17,708 |
| |
| $16,015 |
| |
| $16,538 |
|
| Investment in equity affiliates | | | | | |
| Performance Coatings |
| $33 |
| |
| $33 |
| |
| $32 |
|
| Industrial Coatings | 14 |
| | 13 |
| | 13 |
|
| Corporate / Non-Segment Items | 82 |
| | 86 |
| | 89 |
|
| Total |
| $129 |
| |
| $132 |
| |
| $134 |
|
| Expenditures for property (including business acquisitions) | | | | | |
| Performance Coatings |
| $483 |
| |
| $545 |
| |
| $224 |
|
| Industrial Coatings | 510 |
| | 157 |
| | 328 |
|
| Corporate / Non-Segment Items | 63 |
| | 87 |
| | 133 |
|
| Total |
| $1,056 |
| |
| $789 |
| |
| $685 |
|
78 2019 PPG ANNUAL REPORT AND 10-K
Notes to the Consolidated Financial Statements
|
| | | | | | | | | | | |
| ($ in millions) | 2019 |
| | 2018 |
| | 2017 |
|
| Geographic Information | | | | | |
Net sales(4) | | | | | |
| United States and Canada |
| $6,475 |
| |
| $6,485 |
| |
| $6,307 |
|
| Europe, Middle East and Africa (“EMEA”) | 4,549 |
| | 4,678 |
| | 4,389 |
|
| Asia Pacific | 2,542 |
| | 2,618 |
| | 2,523 |
|
| Latin America | 1,580 |
| | 1,593 |
| | 1,529 |
|
| Total |
| $15,146 |
| |
| $15,374 |
| |
| $14,748 |
|
| Segment income | | | | | |
| United States and Canada |
| $1,073 |
| |
| $1,022 |
| |
| $1,135 |
|
| EMEA | 569 |
| | 549 |
| | 560 |
|
| Asia Pacific | 342 |
| | 306 |
| | 361 |
|
| Latin America | 287 |
| | 241 |
| | 236 |
|
| Total |
| $2,271 |
| |
| $2,118 |
| |
| $2,292 |
|
| Property—net | | | | | |
| United States and Canada |
| $1,300 |
| |
| $1,254 |
| |
| $1,224 |
|
| EMEA | 836 |
| | 777 |
| | 826 |
|
| Asia Pacific | 538 |
| | 482 |
| | 493 |
|
| Latin America | 309 |
| | 292 |
| | 281 |
|
| Total |
| $2,983 |
| |
| $2,805 |
| |
| $2,824 |
|
|
| | | | | | | | | | | | | | | |
| As Restated | | | | | | | |
($ in millions) Reportable Business Segments | Performance Coatings |
| | Industrial Coatings |
| | Corporate / Eliminations /
Non-Segment Items(1) |
| | Consolidated Totals |
|
| 2016 | | | | | | | |
| Net sales to external customers |
| $8,580 |
| |
| $5,690 |
| |
| $— |
| |
| $14,270 |
|
| Intersegment net sales | — |
| | 1 |
| | (1 | ) | | — |
|
| Total net sales |
| $8,580 |
| |
| $5,691 |
| |
| ($1 | ) | |
| $14,270 |
|
| Segment income |
| $1,314 |
| |
| $1,042 |
| |
| $— |
| |
| $2,356 |
|
Legacy items(2) | | | | | | | (114 | ) |
| Business restructuring charge | | | | | | | (191 | ) |
Transaction-related costs(5) | | | | | | | (8 | ) |
| Pension settlement charges | | | | | | | (968 | ) |
| Asset write-downs | | | | | | | (23 | ) |
| Gains on disposals of ownership interests in business affiliates | | | | | | | 46 |
|
| Interest expense, net of interest income | | | | | | | (99 | ) |
Corporate unallocated(1) | | | | | | | (220 | ) |
| Income before income taxes | | | | | | |
| $779 |
|
| Depreciation and amortization |
| $272 |
| |
| $143 |
| |
| $25 |
| |
| $440 |
|
| Share of net earnings/(loss) of equity affiliates |
| $5 |
| |
| $1 |
| |
| $2 |
| |
| $8 |
|
Segment assets(3) |
| $9,168 |
| |
| $3,972 |
| |
| $2,631 |
| |
| $15,771 |
|
| Investment in equity affiliates |
| $30 |
| |
| $13 |
| |
| $3 |
| |
| $46 |
|
| Expenditures for property (including business acquisitions) |
| $187 |
| |
| $510 |
| |
| $32 |
| |
| $729 |
|
|
| | | | | | | | | | | | | | | |
($ in millions) Reportable Business Segments | Performance Coatings |
| | Industrial Coatings |
| | Corporate / Eliminations / Non-Segment Items(1) |
| | Consolidated Totals |
|
| 2015 | |
| | |
| | |
| |
|
|
| Net sales to external customers |
| $8,765 |
| |
| $5,476 |
| |
| $— |
| |
| $14,241 |
|
| Intersegment net sales | — |
| | 1 |
| | (1 | ) | | — |
|
| Total net sales |
| $8,765 |
| |
| $5,477 |
| |
| ($1 | ) | |
| $14,241 |
|
| Segment income |
| $1,302 |
| |
| $985 |
| |
| $— |
| |
| $2,287 |
|
Legacy items(2) | |
| | |
| | |
| | (51 | ) |
| Business restructuring charge | | | | | | | (136 | ) |
Transaction-related costs(5) | | | | | | | (44 | ) |
| Interest expense, net of interest income | |
| | |
| | |
| | (86 | ) |
Corporate unallocated(1) | |
| | |
| | |
| | (225 | ) |
| Income before income taxes | |
| | |
| | |
| |
| $1,745 |
|
| Depreciation and amortization |
| $296 |
| |
| $124 |
| |
| $26 |
| |
| $446 |
|
| Share of net earnings of equity affiliates |
| $7 |
| |
| $— |
| |
| ($3 | ) | |
| $4 |
|
Segment assets(3) |
| $9,917 |
| |
| $3,643 |
| |
| $3,516 |
| |
| $17,076 |
|
| Investment in equity affiliates |
| $45 |
| |
| $13 |
| |
| $36 |
| |
| $94 |
|
| Expenditures for property (including business acquisitions) |
| $298 |
| |
| $414 |
| |
| $38 |
| |
| $750 |
|
2017 PPG ANNUAL REPORT AND FORM 10-K/A 113
Notes to the Consolidated Financial Statements
|
| | | | | | | | | | | |
| ($ in millions) | | | | | |
| Geographic Information | 2017 |
| | 2016 |
| | 2015 |
|
Net sales(4) | As Restated | | | | |
| United States and Canada |
| $6,307 |
| |
| $6,254 |
| |
| $6,232 |
|
| Europe, Middle East and Africa (“EMEA”) | 4,389 |
| | 4,164 |
| | 4,103 |
|
| Asia Pacific | 2,523 |
| | 2,431 |
| | 2,433 |
|
| Latin America | 1,529 |
| | 1,421 |
| | 1,473 |
|
| Total |
| $14,748 |
| |
| $14,270 |
| |
| $14,241 |
|
| Segment income | | | | | |
| United States and Canada |
| $1,129 |
| |
| $1,152 |
| |
| $1,176 |
|
| EMEA | 569 |
| | 590 |
| | 539 |
|
| Asia Pacific | 361 |
| | 382 |
| | 359 |
|
| Latin America | 234 |
| | 232 |
| | 213 |
|
| Total |
| $2,293 |
| |
| $2,356 |
| |
| $2,287 |
|
| Property—net | | | | | |
| United States and Canada |
| $1,224 |
| |
| $1,184 |
| |
| $1,101 |
|
| EMEA | 826 |
| | 726 |
| | 805 |
|
| Asia Pacific | 493 |
| | 447 |
| | 431 |
|
| Latin America | 281 |
| | 251 |
| | 271 |
|
| Total |
| $2,824 |
| |
| $2,608 |
| |
| $2,608 |
|
| |
| (1) | Corporate intersegmentIncluded in business restructuring-related costs, net sales represent intersegment net sales eliminations. Corporate unallocatedare business restructuring charges, accelerated depreciation of certain assets and other related costs, include the costs of corporate staff functions not directly associated with the operating segments, certain legal and insurance costs and stock-based compensation expense.offset by releases related to previously approved programs. |
| |
| (2) | Legacy itemsAcquisition-related costs include current costs related to former operations of the Company, including certain environmental remediation, pensionadvisory, legal, accounting, valuation, and other postretirement benefitprofessional or consulting fees incurred to effect acquisitions. These costs legalare included in Selling, general and administrative expense in the consolidated statement of income. Acquisition-related costs andalso include the impact for the step up to fair value of inventory acquired in certain chargesacquisitions which are considered to be non-recurring. Until April 2016, legacy items also include equity earnings from PPG’s minority investmentincluded in Pittsburgh Glass Works, LLC. The Legacy items for 2016 include an environmental remediation pre-tax chargeCost of $82 million. These charges relate to continued environmental remediation activities at legacy chemicals sites, primarily at PPG’s former Jersey City, N.J. chromium manufacturing plantsales, exclusive of depreciation and associated sites (Refer to Note 14, “Commitments and Contingent Liabilities”).amortization in the consolidated statement of income. |
| |
| (3) | Segment assets are the total assets used in the operation of each segment. Corporate assets are principally cash and cash equivalents, cash held in escrow, short term investments and deferred tax assets and, until April 2016, PPG’s equity investment in it’s former automotive glass and services business. Non-segment items also includes the assets of businesses which have been reclassified as discontinued operations in the Consolidated Statement of Income. (Refer to Note 3, “Acquisitions and Divestitures”).assets. |
| |
| (4) | Net sales to external customers are attributed to geographic regions based upon the location of the operating unit shipping the product. |
| |
(5) | 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 divestitures not classified as discontinued operations. These costs also include the flow-through cost of sales for the step up to fair value of inventory acquired in acquisitions. |
2019 PPG ANNUAL REPORT AND FORM 10-K 79
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
| |
(a) | Evaluation of disclosure controls and procedures. |
The(a) Evaluation of disclosure controls and procedures.
Based on their evaluation as of the end of the period covered by this Form 10-K, the Company’s management is responsible for establishingprincipal executive officer and maintaining adequateprincipal financial officer have concluded that the Company’s disclosure controls and procedures as(as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act. Disclosure controls and procedures means controls and other proceduresAct of the Company that1934 (the “Exchange Act”)) are designedeffective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’sSecurities and Exchange Commission rules and forms. Disclosure controlsforms and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure.disclosure.
At the time that the Original Filing was made, the Company’s principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2017. The Company’s principal executive and principal financial officers re-evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2017, and have concluded that because of the material weakness in the Company’s internal control over financial reporting as discussed under Item 8. “Financial Statements and Supplementary Data-Management Report,” the Company’s disclosure controls and procedures were not effective. In light of the material weakness, the Company performed additional analysis and other post closing procedures to ensure the Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States. Accordingly, the Company’s management, including our principal executive and principal financial officers, have concluded that the consolidated financial statements included in this Form 10-K/A present fairly, in all material respects, the Company’s financial position, results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the United States.
(b) Changes in internal control over financial reporting.
There were no changes in the Company’s internal control over financial reporting that occurred during the Company’s quarter ended December 31, 20172019 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
(c) Management report on internal control over financial reporting.
See Management Report on page 4436 for management’s annual report on internal control over financial reporting. See Report of Independent Registered Public Accounting Firm on pages 42-4334-35 for PricewaterhouseCoopers LLP’s audit report on the Company’s internal control over financial reporting.
(d)Prior interim period disclosure controls and procedures and internal control over financial reporting
In connection with the restatement, the Company’s principal executive and principal financial officers re-evaluated the effectiveness of the Company’s disclosure controls and procedures as of December 31, 2016, March 31, 2017, June 30, 2017 and September 30, 2017 and have concluded that because of the material weakness referred to above, the Company’s disclosure controls and procedures were not effective as of March 31, 2017, June 30, 2017 and September 30, 2017.
Additionally, in connection with the restatement, the Company’s principal executive and principal financial officers have reassessed the effectiveness of the Company’s internal control over financial reporting as of December 2016 and, due to the existence of the material weakness in internal control over financial reporting discussed under Item 8. “Financial Statements and Supplementary Data - Management Report,” have determined that the Company’s internal control over financial reporting was not effective as of such date.
(e) Remediation of Material Weakness.
In connection with the investigation described in the Explanatory Note, the Company has identified and implemented, and continues to identify and implement, actions to improve the effectiveness of its internal control over financial reporting and disclosure controls and procedures, including plans to enhance the Company’s resources and training with respect to financial reporting and disclosure responsibilities. Management has reviewed and will continue to review such actions with the Audit Committee. To date, the following steps have been taken towards the remediation of the Company’s material weakness:
The Company has terminated the employment of the former Vice President and Controller. Two employees who acted under his direction have been re-assigned to different positions within the Company where they do not have a role in the Company’s internal control over financial reporting or its disclosure controls and procedures.
The Company has appointed its former Director of Corporate Audit Services and former Assistant Controller, Financial Reporting as Acting Controller and has initiated a search to fill this role on a permanent basis.
The Company’s Chairman and Chief Executive Officer has emphasized to all employees, and to the Company’s finance employees specifically, the importance of acting ethically and adhering to the Company’s Global Code of Ethics.
The Company is committed to maintaining a strong internal control environment and to ensuring that a proper, consistent tone is communicated throughout the organization, including the expectation that previously existing deficiencies will be remediated through the implementation of processes and controls to ensure strict compliance with generally accepted accounting principles. In addition to the steps set forth above, the Company plans to take other remedial measures as described below:
The Company will re-emphasize (1) its commitment to ethical standards, (2) the requirements of the Company’s Code of Ethics, (3) reporting obligations and (4) non-retaliation policy for complaints;
The Company will enhance its corporate finance department by adding personnel with responsibility for areas identified in the investigation and enhance segregation of duties in the finance department;
The Company will enhance policies and procedures relating to the preparation, approval and entry of journal entries;
The Company will enhance its process to evaluate and adjust certain significant expense accruals;
The Company will enhance its policies and procedures relating to inventory standard cost revaluations;
The Company will enhance its policies and procedures concerning accounting entries related to discontinued operations;
The Company will require additional annual/onboarding education for finance staff;
The Company will conduct additional periodic risk assessments and targeted internal audit reviews; and
The Company will separate the financial forecasting process from financial accounting.
As the Company continues to evaluate and work to improve internal control over financial reporting, the Company may determine to take additional measures to strengthen its internal control environment or modify the remediation efforts described above. Until the remediation efforts discussed above, including any additional remediation efforts that the Company identifies as necessary, are implemented, tested and deemed to be operating effectively, the material weakness described above will continue to exist.
Item 9B. Other Information
None.
Part III
Item 10. Directors, Executive Officers and Corporate Governance
The information about the Company’s directors required by Item 10 and not otherwise set forth below is contained under the caption “Proposal 1: Election of Directors” in PPG’s definitive Proxy Statement for the 20182020 Annual Meeting of Shareholders (the “Proxy Statement”) which the Company anticipates filing with the Securities and Exchange Commission, pursuant to Regulation 14A, not later than 120 days after the end of the Company’s fiscal year, and is incorporated herein by reference.
The executive officers of the Company are elected by the Board of Directors. The information required by this item concerning the Company’s executive officers is incorporated by reference herein from Part I of this report under the caption “Executive Officers of the Company.“Information About Our Executive Officers.”
Information regarding the Company’s Audit Committee is included in the Proxy Statement under the caption “Corporate Governance – Audit Committee” and is incorporated herein by reference.
Information regarding the Company’s codes of ethics is included in the Proxy Statement under the caption “Corporate Governance – Codes of Ethics” and is incorporated herein by reference.
Information about compliance with Section 16(a) of the Exchange Act is included in the Proxy Statement under the caption “Beneficial Ownership – Section 16(a) Beneficial Ownership Reporting Compliance” and is incorporated herein by reference.
Item 11. Executive Compensation
The information required by Item 11 is contained in the Proxy Statement under the captions “Compensation of Directors,” “Compensation Discussion and Analysis,” “Compensation of Executive Officers,” “Potential Payments upon Termination or Change in Control,” “Corporate Governance – Compensation Committee Interlocks and Insider Participation,” and “Corporate Governance – Officers-Directors Compensation Committee Report to Shareholders” and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by Item 12 is contained in the Proxy Statement under the captions “Beneficial Ownership” and “Equity Compensation Plan Information” and is incorporated herein by reference.
80 2019 PPG ANNUAL REPORT AND 10-K
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by Item 13 is contained in the Proxy Statement under the captions “Corporate Governance – Director Independence,” “Corporate Governance – Review and Approval or Ratification of Transactions with Related Persons” and “Corporate Governance – Certain Relationships and Related Transactions” and is incorporated herein by reference.
Item 14. Principal Accounting Fees and Services
The information required by Item 14 is contained in the Proxy Statement under the caption “Independent Registered Public Accounting Firm” and is incorporated herein by reference.
Part IV
Item 15. Exhibits, Financial Statement Schedules
(a)(1) Consolidated Financial Statements and Reports of Independent Registered Public Accounting Firm (see Part II, Item 8 of this Form 10-K/A)10-K).
The following information is filed as part of this Form 10-K/A:10-K:
(a)(2) Consolidated Financial Statement Schedule for the years ended December 31, 2017, 20162019, 2018 and 2015.2017.
The following Consolidated Financial Statement Schedule should be read in conjunction with the previously referenced financial statements:
Schedule II – Valuation and Qualifying Accounts
Allowance for Doubtful Accounts for the Years Ended December 31, 2017, 2016,2019, 2018, and 20152017
| | | ($ in millions) | Balance at Beginning of Year |
| Charged to Costs and Expenses |
| Deductions(1) |
| Balance at End of Year |
| Balance at Beginning of Year |
| Charged to Costs and Expenses |
| Deductions(1) |
| Balance at End of Year |
|
| 2019 | |
| $24 |
|
| $24 |
|
| ($26 | ) |
| $22 |
|
| 2018 | |
| $25 |
|
| $18 |
|
| ($19 | ) |
| $24 |
|
| 2017 |
| $36 |
|
| $15 |
|
| ($26 | ) |
| $25 |
|
| $36 |
|
| $15 |
|
| ($26 | ) |
| $25 |
|
| 2016 |
| $43 |
|
| $22 |
|
| ($29 | ) |
| $36 |
| |
| 2015 |
| $80 |
|
| $10 |
|
| ($47 | ) |
| $43 |
| |
| |
| (1) | Notes and accounts receivable written off as uncollectible, net of recoveries, amounts attributable to divestitures and changes attributable to foreign currency translation. |
All other schedules are omitted because they are not applicable.
2019 PPG ANNUAL REPORT AND FORM 10-K 81
(a)(3) Exhibits. The following exhibits are filed as a part of, or incorporated by reference into, this Form 10-K/A.10-K.
Index to Exhibits
|
| | |
| | 3 | |
| | 3.1 | |
| | 3.2 | |
| | 3.3 | |
| | 4 | |
| 4.1 | |
| 4.2 | |
| 4.3 | |
| 4.5 | |
| | 4.64.1 | |
| | 4.74.2 | |
| | 4.84.3 | |
| | 4.94.4 | |
| | 4.104.5 | |
| | 4.114.6 | |
| 4.7 | |
| 4.8 | |
| † | 4.9 | |
| * | 10 | |
| * | 10.1 | |
| * | 10.2 | |
| * | 10.3 | |
| * | 10.4 | |
| * | 10.5 | |
| * | 10.6 | |
82 2019 PPG ANNUAL REPORT AND 10-K
|
| | |
| * | 10.7 | |
| * | 10.8 | |
| * | 10.9 | |
| * | 10.10 | |
| * | 10.11 | |
| * | 10.12 | |
| * | 10.13 | |
* | 10.14 | |
* | 10.16 | |
| * | 10.1710.14 | |
| * | 10.1810.15 | |
| * | 10.1910.16 | |
* | 10.20 | |
| * | 10.2110.17 | |
| * | 10.2210.18 | |
| * | 10.2310.19 | |
| * | 10.2410.20 | |
| * | 10.2510.21 | |
| * | 10.2610.22 | |
| | 10.2710.23 | |
| 10.28 | Five-Year Credit Agreement dated as of December 18, 2015 among PPG Industries, Inc.; the several banks and financial institutions party thereto; JPMorgan Chase Bank, N.A., as administrative agent; The Bank of Tokyo-Mitsubishi UFJ, Ltd., BNP Paribas, Citibank, N.A. and PNC Bank, National Association, as co-syndication agents; and J.P. Morgan Securities LLC, The Bank of Tokyo-Mitsubishi UFJ, Ltd., BNP Paribas Securities Corp., Citigroup Global Markets Inc., and PNC Capital Markets LLC, as co-lead arrangers and co-bookrunners, was filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on December 22, 2015. |
| 10.24 | Amended and Restated Five Year Credit Agreement dated as of August 30, 2019 among PPG Industries, Inc.; the several banks and financial institutions party thereto; JPMorgan Chase Bank, N.A., as administrative agent; BNP Paribas, Citibank, N.A. MUFG Bank, Ltd. and PNC Bank, National Association, as co-syndication agents; and J.P. Morgan Chase Bank, N.A., BNP Paribas Securities Corp., Citibank, N.A., MUFG Bank, Ltd. and PNC Capital Markets LLC, as co-lead arrangers and co-bookrunners, was filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on September 4, 2019. |
| * | 10.2910.25 | |
| * | 10.26 | |
| * | 10.27 | |
2019 PPG ANNUAL REPORT AND FORM 10-K 83
|
| | |
| * | 10.3010.28 | |
| * | 10.29 | |
| * | 10.30 | |
† | 12 | |
| † | 13.1 | |
| † | 13.2 | |
| † | 21 | |
| † | 23 | |
| † | 24 | |
| † | 31.1 | |
| † | 31.2 | |
| †† | 32.1 | |
| †† | 32.2 | |
| ** | 101.INS | Inline XBRL Instance Document |
| ** | 101.SCH | Inline XBRL Taxonomy Extension Schema Document |
| ** | 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| ** | 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| ** | 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document |
| ** | 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | Inline XBRL for the cover page of this Annual Report on Form 10-K, included in the Exhibit 101 Inline XBRL Document Set. |
|
| | |
| † | | Filed herewith. |
| †† | | Furnished herewith. |
|
| | |
| * | | Management contracts, compensatory plans or arrangements required to be filed as an exhibit hereto pursuant to Item 601 of Regulation S-K. |
|
| | |
| ** | | Attached as Exhibit 101 to this report are the following documents formatted in Inline XBRL (Extensible Business Reporting Language) as of and for the year ended December 31, 2017:2019: (i) the Consolidated Statement of Income, (ii) the Consolidated Balance Sheet, (iii) the Consolidated Statement of Shareholders’ Equity, (iv) the Consolidated Statement of Comprehensive Income (Loss), (v) the Consolidated Statement of Cash Flows, (vi) Notes to Consolidated Financial Statements and (vii) Financial Schedule of Valuation and Qualifying Accounts. |
Item 16. Form 10-K Summary
None.
84 2019 PPG ANNUAL REPORT AND 10-K
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on June 28, 2018.February 20, 2020.
|
| | | |
| | | PPG INDUSTRIES, INC. (Registrant) |
| | | | |
| | | By | /s/ Vincent J. Morales |
| | | | Vincent J. Morales |
| | | | Senior Vice President and Chief Financial Officer (Principal Financial Officer and Duly Authorized Officer) |
| | | | |
| | | | /s/ William E. Schaupp |
| | | | William E. Schaupp |
| | | | Assistant ControllerVice President and Acting Controller (Principal Accounting Officer and Duly Authorized Officer) |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities indicated on June 28, 2018.February 20, 2020.
|
| | | | | | |
| Signature | | Capacity | | |
| | | | | | |
| /s/ Michael H. McGarry | | Director, Chairman and Chief Executive Officer | | |
| Michael H. McGarry | | | | | | |
| | | | | | |
| /s/ Vincent J. Morales | | Senior Vice President and Chief Financial Officer (Principal Financial Officer and Duly Authorized Officer) | | |
| Vincent J. Morales | | | | | | |
| | | | | | |
| /s/ William E. Schaupp | | Assistant ControllerVice President and Acting Controller (Principal Accounting Officer and Duly Authorized Officer) | | |
| William E. Schaupp | | | | | | |
| | | | | | | |
| | | | | | |
| S. F. Angel | | Director | | | | |
| J. G. Berges | | Director | | | | |
| S. A. Davis | | Director | | | | |
| J. V. Faraci | | Director | | | | |
| H. Grant | | Director | | | | |
| V. F. Haynes | | Director | | | By | /s/ Vincent J. Morales |
| M. L. Healey | | Director | | | | Vincent J. Morales, Attorney-in-Fact |
| G. R. Heminger | | Director | | | | |
| M. J. Hooper | | Director | | | | |
| M. W. Lamach | | Director | | | | |
| M. H. Richenhagen | | Director | | | | |
| C. R. Smith | | Director | | | | |
| | | | | | |
20172019 PPG ANNUAL REPORT AND FORM 10-K/A 12110-K 85
