SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2003
Commission File Number 1-1687
PPG INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
| Pennsylvania | 25-0730780 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| One PPG Place, Pittsburgh, Pennsylvania | 15272 | |
| (Address of principal executive offices) | (Zip code) | |
Registrants telephone number, including area code: 412-434-3131
Securities Registered Pursuant to Section 12(b) of the Act:
| Title of each class |
Name of each exchange on which registered | |
| Common StockPar Value $1.66 2/3 | New York Stock Exchange | |
| Pacific Stock Exchange | ||
| Philadelphia Stock Exchange | ||
| Preferred Share Purchase Rights | New York Stock Exchange | |
| Pacific Stock Exchange | ||
| Philadelphia Stock Exchange | ||
Securities Registered Pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. YES x NO ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). YES x NO ¨
The aggregate market value of common stock held by non-affiliates as of June 30, 2003 was $8,599 million.
As of January 31, 2004, 171,231,226 shares of the Registrants 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 $9,950 million.
DOCUMENTS INCORPORATED BY REFERENCE
| Document |
Incorporated By Reference In Part No. | |
| Portions of PPG Industries, Inc. Proxy Statement for its 2004 Annual Meeting of Shareholders |
III |
2003 Annual Report and Form 10-K PPG Industries, Inc. 9
PPG INDUSTRIES, INC.
AND CONSOLIDATED SUBSIDIARIES
As used in this report, the terms PPG, Company, and Registrant mean PPG Industries, Inc. and its subsidiaries, taken as a whole, unless the context indicates otherwise.
Note on Incorporation by Reference
Throughout this report, various information and data are incorporated by reference to the Companys 2003 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.
10 2003 Annual Report and Form 10-K PPG Industries, Inc.
PPG Industries, Inc., incorporated in Pennsylvania in 1883, is comprised of three basic business segments: coatings, glass and chemicals. Within these business segments, PPG has followed a program of directing its resources of people, capital and technology into selected areas to build upon positions of leadership. Areas in which resources have been focused are industrial, aerospace, packaging, architectural, automotive original and refinish coatings; flat glass, automotive original and replacement glass, and continuous-strand fiber glass; and chlor-alkali and specialty chemicals. Each of the businesses in which PPG is engaged is highly competitive. However, the diversification of product lines and worldwide markets served tend to minimize the impact on PPGs total sales and earnings of changes in demand for a particular product line or in a particular geographic area. Reference is made to Note 22, Business Segment Information, under Item 8 of this Form 10-K for financial information relating to business segments.
Coatings
PPG is a major supplier of protective and decorative coatings. The coatings business involves the supply of protective and decorative finishes for industrial equipment, appliances and packaging; factory-finished aluminum extrusions and coils; aircraft; automotive original equipment; and other industrial and consumer products. In addition to supplying finishes to the automotive original equipment market, PPG supplies automotive refinishes to the aftermarket. PPG is also using its product knowledge and experience to provide services to certain of its customers that extend beyond the sale of PPG products. PPG revenues from these service solutions, excluding the related sale of PPG products, were small in 2003 but are expected to be a source of future growth. The coatings industry is highly competitive and consists of a few large firms with global presence and many smaller firms serving local or regional markets. PPG competes in its primary markets with the worlds largest coatings companies, most of which have global operations, and many smaller regional coatings companies. Product development, innovation, quality and technical and customer service have been stressed by PPG and have been significant factors in developing an important supplier position by PPGs coatings business.
In the industrial and automotive original portions of the coatings business, PPG sells directly to a variety of manufacturing companies. Industrial and automotive original coatings are formulated specifically for the customers needs and application methods. PPG also supplies adhesives and sealants for the automotive industry and metal pretreatments and related chemicals for industrial and automotive applications. The packaging portion of the coatings business supplies finishes for aerosol, food and beverage containers for consumer products. The automotive refinish business produces coatings products for automotive repair and refurbishing and specialty coatings for sign and fleet markets. Its products are sold primarily through distributors. Product performance, technology, quality and technical and customer service are major competitive factors in these coatings businesses.
The architectural finishes business consists primarily of coatings used by painting and maintenance contractors and by consumers for decoration and maintenance. PPGs products are sold through company-owned stores, home centers, mass merchandisers, paint dealers, independent distributors, and directly to customers. Price, quality, distribution and brand recognition are key competitive factors in the architectural finishes market.
The aerospace business primarily supplies coatings, sealants and transparencies for aircraft serving the commercial, military and general aviation markets as well as sealants for architectural insulating glass units. The aerospace business distributes products directly to aircraft manufacturers, maintenance and aftermarket customers around the world.
The coatings businesses operate production facilities around the world. North American production facilities consist of 22 plants in the United States, two in Canada and one in Mexico. The three largest facilities in the United States are the Delaware, Ohio, plant, which primarily produces automotive refinishes and certain automotive original and industrial coatings; the Oak Creek, Wis., plant, which primarily produces industrial coatings and certain automotive original coatings; and the Cleveland, Ohio, plant, which primarily produces automotive original coatings. Outside North America, PPG operates five plants in Italy, three plants each in China, Germany and Spain, two plants each in Brazil, England and France, and one plant each in Argentina, Australia, Malaysia, the Netherlands, Thailand and Turkey. PPG owns equity interests in operations in Canada, India, South Korea and Taiwan. Additionally, the automotive coatings business operates seven service centers in the United States, two each in Mexico and Poland, and one each in Argentina, Canada, France and Portugal to provide just-in-time delivery and service to selected automotive assembly plants. Fifteen training centers each in the United States and Europe, 12 in Asia, three in South America, two in Canada, and one in Mexico are in operation. These centers provide training for automotive aftermarket refinish customers. The aerospace business operates a global network of 13 application support centers that provide customer technical support, on-time delivery of products, and improvements to customer efficiency and productivity. Also, four automotive original coatings application centers throughout the world that provide testing facilities for customer paint processes and new products are in operation. The average number of persons employed by the coatings segment during 2003 was 15,900.
2003 Annual Report and Form 10-K PPG Industries, Inc. 11
Glass
PPG is one of the major producers of flat glass, fabricated glass and continuous-strand fiber glass in the world. PPGs major markets are residential and commercial construction, the furniture and electronics industries, automotive original equipment, automotive replacement and other markets. Most glass products are sold directly to manufacturing and construction companies, although in many instances products are sold directly to independent distributors and through PPG distribution outlets. PPG manufactures flat glass by the float process and fiber glass by the continuous-strand process. PPG also provides claims processing services to insurance companies and the automotive after market through its wholly-owned subsidiary LYNX Services, L.L.C.
The bases for competition are price, quality, technology and customer service. The Company competes with six major producers of flat glass, six major producers of fabricated glass and three major producers of fiber glass throughout the world. In certain glass and fiber glass markets, there is increasing competition from other producers in low labor cost countries.
PPGs principal glass production facilities are in North America and Europe. Fourteen plants operate in the United States, of which six produce automotive original and replacement glass products, five produce flat glass, and three produce fiber glass products. There are three plants in Canada, two of which produce automotive original and replacement glass products and one produces flat glass. One plant each in England and the Netherlands produces fiber glass. PPG owns equity interests in operations in China, Mexico, Taiwan, the United States and Venezuela and a majority interest in a glass distribution company in Japan. Additionally, there are four satellite operations in the United States, two satellite operations in Canada and one in Mexico that provide limited fabricating or assembly and just-in-time product delivery to selected automotive customer locations, one satellite coating facility in the United States for flat glass products and one satellite tempering and fabrication facility in the United States for flat glass products. There are also three insurance claim management centers. The average number of persons employed by the glass segment during 2003 was 11,300.
Chemicals
PPG is a major producer and marketer of chlor-alkali chemicals and a supplier of specialty chemicals. The primary chlor-alkali products are chlorine, caustic soda, vinyl chloride monomer, chlorinated solvents, chlorinated benzenes and calcium hypochlorite. Most of these products are sold directly to manufacturing companies in the chemical processing, rubber and plastics, paper, minerals, metals, and water treatment industries. The primary products of PPGs specialty chemicals businesses are Transitions® lenses; optical monomers; amorphous silicas for tire, battery separator, and other businesses; and Teslin® synthetic printing sheet; advanced intermediates and bulk active ingredients for the pharmaceutical industry; and phosgene derivatives used in plastics, agricultural, pharmaceutical and other industries. Transitions® lenses are manufactured and distributed by PPGs 51%-owned joint venture with Essilor International.
PPG competes with six other major producers of chlor-alkali products. Price, product availability, product quality and customer service are the key competitive factors. In the specialty chemicals area, PPGs market share varies greatly by business; product quality and performance and technical service are the most critical competitive factors.
The chemicals businesses operate production facilities around the world including five plants in the United States and one each in Canada and Mexico. The two largest facilities, located in Lake Charles, La., and Natrium, W. Va., primarily produce chlor-alkali products. Outside North America, PPG operates two plants in France and one each in Australia, Brazil, Ireland, the Netherlands, Taiwan and the Philippines. PPG owns equity interests in operations in Japan and the United States. The average number of persons employed by the chemicals segment during 2003 was 4,600.
Raw Materials and Energy
The effective management of raw materials and energy is important to PPGs continued success. The Companys most significant raw materials are titanium dioxide and epoxy and other resins in the coatings segment; and sand, soda ash and polyvinyl butyral in the glass segment. Energy is a significant production cost in the chemicals and glass segments. Most of the raw materials and energy used in production are purchased from outside sources, and the Company has made, and will continue to make, supply arrangements to meet the planned operating requirements for the future. Supply of critical raw materials and energy is managed by establishing contracts, multiple sources, and identifying alternative materials or technology, whenever possible.
Research and Development
Research and development costs, including depreciation of research facilities, during 2003, 2002 and 2001 were $306 million, $289 million and $283 million, respectively. PPG owns and operates several research and development facilities to conduct research and development involving new and improved products and processes. Additional process and product research and development work is also undertaken at many of the Companys manufacturing plants.
Patents
PPG considers patent protection to be important. The Companys business segments are not materially dependent upon any single patent or group of related patents. PPG received $29 million in 2003 and $26 million in 2002 and 2001 from royalties and the sale of technical know-how.
12 2003 Annual Report and Form 10-K PPG Industries, Inc.
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.
Non-U.S. Operations
Although PPG has a significant investment in non-U.S. operations, based upon the magnitude and location of investments, management believes that the risk associated with its international operations is not significantly greater than that of domestic operations.
Employee Relations
The average number of persons employed worldwide by PPG during 2003 was 32,900. The Company has numerous collective bargaining agreements throughout the world and believes it will be able to renegotiate any such agreements on satisfactory terms. The Company believes it has good relationships with its employees.
Environmental Matters
Like other companies, PPG is subject to the existing and evolving standards relating to the protection of the environment. Capital expenditures for environmental control projects were $9 million in 2003, $8 million in 2002 and $22 million in 2001. It is expected that expenditures for such projects in 2004 will approximate $14 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 costly.
PPG is negotiating with various government agencies concerning 89 current and former manufacturing sites, and offsite waste disposal locations, including 23 sites on the National Priority List (NPL). The number of sites is comparable with the prior year. 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 those sites where it is probable that a liability has been incurred and the amount can be reasonably estimated. As of Dec. 31, 2003 and 2002, PPG had reserves for environmental contingencies totaling $92 million and $87million, respectively. Pretax charges against income for environmental remediation costs in 2003, 2002 and 2001 totaled $21 million, $15 million and $29 million, respectively.
The Companys experience to date regarding environmental matters leads PPG to believe that it will have continuing expenditures for compliance with provisions regulating the protection of the environment and for present and future remediation efforts at waste and plant sites. Management anticipates that such expenditures will occur over an extended period of time. Over the past 10 years the pretax charges against income have ranged between $10 million and $49 million per year. We anticipate that charges against income in 2004 will be within that range. It is possible, however, that technological, regulatory and enforcement developments, the results of environmental studies and other factors could alter this expectation. In managements opinion, the Company operates in an environmentally sound manner, is well positioned, relative to environmental matters, within the industries in which it operates, and the outcome of these environmental contingencies will not have a material adverse effect on PPGs financial position or liquidity. See Note 13, Commitments and Contingent Liabilities, under Item 8 of this Form 10-K for additional information related to environmental matters.
Internet Access
The website address for the Company is www.ppg.com. The Companys recent filings on Forms 10-K, 10-Q and 8-K and any amendments to those documents can be accessed without charge on that website under Financial, SEC EDGAR.
See Item 1. Business for information on PPGs production and fabrication facilities.
Generally, the Companys plants are suitable and adequate for the purposes for which they are intended, and overall have sufficient capacity to conduct business in the upcoming year.
PPG is involved in a number of lawsuits and claims, both actual and potential, including some that it has asserted against others, in which substantial monetary damages are sought. These lawsuits and claims, the most significant of which are described below, relate to product liability, contract, patent, environmental, antitrust and other matters arising out of the conduct of PPGs business. To the extent that these lawsuits and claims involve personal injury and property damage, PPG believes it has adequate insurance; however, certain of PPGs 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. PPGs lawsuits and claims against others include claims against insurers
2003 Annual Report and Form 10-K PPG Industries, Inc. 13
and other third parties with respect to actual and contingent losses related to environmental, asbestos and other matters.
The result of any future litigation of such lawsuits and claims is inherently unpredictable. However, management believes that, in the aggregate, the outcome of all lawsuits and claims involving PPG, including asbestos-related claims in the event the settlement described below does not become effective, will not have a material effect on PPGs consolidated financial position or liquidity; however, any such outcome may be material to the results of operations of any particular period in which costs, if any, are recognized.
The Company has been named as a defendant, along with various co-defendants, in a number of antitrust lawsuits filed in federal and state courts by various plaintiffs. These suits allege PPG was involved with competitors in fixing prices and allocating markets for the automotive refinish industry and for certain glass products. Twenty-nine glass antitrust cases were filed in federal courts, all of which have been consolidated in the U.S. District Court for the Western District of Pennsylvania located in Pittsburgh, Pa., and the Court has ruled that the case may proceed as a class action. All of the initial defendants in the glass class action antitrust case, other than PPG, have entered into settlement agreements with the plaintiffs. On May 29, 2003, the Court granted PPGs motion for summary judgment dismissing the claims against PPG in the glass class action antitrust case. The plaintiffs in that case have appealed that order to the U.S. Third Circuit Court of Appeals.
In addition, approximately 60 cases alleging antitrust violations in the automotive refinish industry have been filed in various state and federal jurisdictions. The approximately 55 federal cases have been consolidated in the U.S. District Court for the Eastern District of Pennsylvania located in Philadelphia, Pa., but these proceedings are still at an early stage. The other state cases have either been stayed pending resolution of the federal proceedings or have been dismissed. The plaintiffs in these various cases are seeking economic and treble damages and injunctive relief. PPG believes it has meritorious defenses in these lawsuits.
The Company has been a defendant since April 1994 in a suit filed by Marvin Windows and Doors (Marvin) alleging numerous claims, including breach of warranty. All of the plaintiffs claims, other than breach of warranty, were dismissed. However, on Feb. 14, 2002, a federal jury awarded Marvin $136 million on the remaining claim. Subsequently, the court added $20 million for interest bringing the total judgment to $156 million. PPG has appealed that judgment. The appeals court has heard the parties arguments, but has not yet rendered its decision. PPG believes it has meritorious defenses to the plaintiffs claims and has reasonable prospects of prevailing on appeal.
For over years, PPG has been a defendant in lawsuits involving claims alleging personal injury from exposure to asbestos. For a description of asbestos litigation affecting the Company and the terms and status of the proposed PPG Settlement Arrangement announced May 14, 2002, see Note 13, Commitments and Contingent Liabilities, under Item 8 of this Form 10-K.
Over the past several years, the Company and others have been named as defendants in several cases in various jurisdictions claiming damages related to exposure to lead and remediation of lead-based coatings applications. PPG has been dismissed as a defendant from most of these lawsuits and has never been found liable in any of these cases.
Item 4. Submission of Matters to a Vote of Security Holders
None.
14 2003 Annual Report and Form 10-K PPG Industries, Inc.
Item 5. Market for the Registrants Common Equity and Related Stockholder Matters
The information required by Item 5 regarding market information, including stock exchange listings and quarterly stock market prices, dividends and holders of common stock is included in Exhibit 99.1 filed with this Form 10-K and is incorporated herein by reference. This information is also included in the PPG Shareholder Information on page 61 of the Annual Report.
Directors who are not also Officers of the Company receive Common Stock Equivalents pursuant to the Deferred Compensation Plan for Directors and, through 2002, the Directors Common Stock Plan. Common Stock Equivalents are hypothetical shares of Common Stock having a value on any given date equal to the value of a share of Common Stock. Common Stock Equivalents earn dividend equivalents that are converted into additional Common Stock Equivalents but carry no voting rights or other rights afforded to a holder of Common Stock. The Common Stock Equivalents credited to Directors under both plans are exempt from registration under Section 4(2) of the Securities Act of 1933 as private offerings made only to Directors of the Company in accordance with the provisions of the plans.
Under the Companys Deferred Compensation Plan for Directors, each Director must defer receipt of such compensation as the Board mandates. Currently, the Board mandates deferral of one-third of the annual retainer of each Director. Each Director may also elect to defer the receipt of additional amounts of their Directors compensation. All deferred payments are held in the form of Common Stock Equivalents. Payments out of the deferred accounts are made in the form of Common Stock of the Company (and cash as to any fractional Common Stock Equivalent). The Directors, as a group, were credited with 10,607; 8,217 and 8,545 Common Stock Equivalents in 2003, 2002 and 2001, respectively, under this plan. The values of the Common Stock Equivalents, when credited, ranged from $43.47 to $64.02 in 2003, $44.70 to $57.68 in 2002 and $45.10 to $54.95 in 2001.
Under the Directors Common Stock Plan, each Director who neither is, nor was, an employee of the Company was credited with Common Stock Equivalents worth one-half of the Directors basic annual retainer. Effective Jan. 1, 2003, active Directors no longer participate in the Directors Common Stock Plan. On that date, the Common Stock Equivalents held in each active Directors account in the Directors Common Stock Plan were transferred to their accounts in the Deferred Compensation Plan for Directors. On Dec. 31, 2003, there were only two retired Directors with accounts remaining in the Directors Common Stock Plan. For one retired Director, the Common Stock Equivalents are converted to cash at the fair market value of the common stock and paid in cash. For the other retired Director, the Common Stock Equivalents are converted into and paid in Common Stock of the Company (and cash as to any fractional Common Stock Equivalent). The Directors, as a group, received 141; 3,325 and 3,820 Common Stock Equivalents in 2003, 2002 and 2001, respectively, under this plan. The values of those Common Stock Equivalents, when credited, ranged from $43.47 to $62.74 in 2003, $48.73 to $57.68 in 2002 and $45.10 to $54.70 in 2001.
2003 Annual Report and Form 10-K PPG Industries, Inc. 15
The plans described in the footnotes below and filed as Exhibits 10, 10.1, 10.2, 10.3 and 10.4 to this Form 10-K are incorporated by reference in their entirety. The following table provides information as of Dec. 31, 2003 regarding the number of shares of PPG Common Stock that may be issued under PPGs equity compensation plans.
Equity Compensation Plan Information
| Plan category |
Number of securities (a) |
Weighted-average exercise price of outstanding options, warrants and rights (b) |
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | |||||
| Equity compensation plans approved by security holders(1) |
12,426,363 | $ | 54.29 | 14,386,707 | ||||
| Equity compensation plans not approved by security holders(2) |
2,805,815 | 70.00 | 256,151 | |||||
| Total(4) |
15,232,178 | (3) | $ | 56.71 | 14,642,858 | |||
| (1) | Included in this information are the following plans and related number of securities available for future issuance under these plans: PPG Stock Plan (11,953,100 shares see Note 18, Stock-Based Compensation, under Item 8 of this Form 10-K), Executive Officers Total Shareholder Return Plan (983,628 shares), Total Shareholder Return Plan (1,356,070 shares) and Executive Officers Annual Incentive Compensation Plan (93,909 shares). |
| (2) | Plans not approved by security holders include the following: |
Incentive Compensation and Management Award Plans both annual bonus plans. The Incentive Compensation Plan applies to approved senior Company managers. The Management Award Plan covers additional approved managers who do not participate in the Incentive Compensation Plan. A participant may receive a bonus under the applicable plan based on individual performance and business unit and corporate financial performance. Bonuses can be paid in cash or shares of PPG stock or a combination of both. The Incentive Compensation Plan was approved by shareholders in 1980. The Management Award Plan has not been approved by shareholders. One pool of shares is available for issuance to pay awards under both Plans. As of Dec. 31, 2003, there were 111,083 shares available for future issuance under both plans.
PPG Deferred Compensation Plan allows employees who participate in certain long-term incentive plans and annual bonus plans to defer the receipt of their awards under those plans as well as up to 50% of their salary. Deferrals are credited to phantom investment accounts, which include a phantom PPG stock account, selected by the participant, which are similar to investments available under PPGs Employee Savings Plan, which is a 401(k) plan. Amounts credited to the PPG stock account are held as Common Stock Equivalents which have the same characteristics as those described above for the Deferred Compensation Plan for Directors. Payments from the phantom PPG stock account are made in the form of PPG Common Stock (and cash as to any fractional Common Stock Equivalent). As of Dec.31, 2003, there were 47,849 shares available for future issuance under this plan.
Challenge 2000 Stock Plan a broad-based stock option plan under which on July 1, 1998, the Company granted to substantially all active employees of the Company and its majority owned subsidiaries the option to purchase 100 shares of common stock at its then fair market value of $70 per share. Options are exercisable beginning July 1, 2003 and expire on June 30, 2008.
Employee Recognition Program provides a method to recognize and reward employees for special efforts or innovative actions. Officers and directors may not receive awards under this program. Awards can be made in the form of cash or stock. The Board of Directors has authorized a pool of shares of Common Stock, which can be used for awards under the program. As of Dec. 31, 2003, there were 47,219 shares available for future issuance under the program.
Employee Recruiting Program allows the Officers-Directors Compensation Committee of the Board of Directors or the Companys Compensation and Employee Benefits Committee to grant awards of shares of PPG Common Stock or cash, or a combination of both, to persons in order to attract them to work for the Company. The Board of Directors has authorized a pool of shares of Common Stock, which can be used for awards under the program. As of Dec. 31, 2003, there were 50,000 shares available for future issuance under the program.
| (3) | This total includes 14,688,963 options outstanding under the PPG Stock Plan and Challenge 2000 Stock Plan (see Note 18, Stock-Based Compensation, under Item 8 of this Form 10-K) and 543,215 shares under other equity compensation plans not approved by security holders. |
| (4) | The total number of shares to be issued under the PPG Deferred Compensation Plan and the Deferred Compensation Plan for Directors was 541,083 and the total number of shares available for future issuance under those plans was 47,849. |
Item 6. Selected Financial Data
The information required by Item 6 regarding the selected financial data for the five years ended Dec. 31, 2003 is included in Exhibit 99.2 filed with this Form 10-K and is incorporated herein by reference. This information is also reported in the Eleven-Year Digest on page 60 of the Annual Report under the captions net sales, income (loss) before accounting changes, cumulative effect of accounting changes, net income (loss), earnings (loss) per common share before accounting changes, cumulative effect of accounting changes on earnings (loss) per common share, earnings (loss) per common share, earnings (loss) per common share assuming dilution, dividends per share, total assets and long-term debt for the years 1999 through 2003.
16 2003 Annual Report and Form 10-K PPG Industries, Inc.
Managements Discussion and Analysis
Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
Performance in 2003 Compared with 2002
Overall Performance
Our sales increased 9% to $8.8 billion in 2003 from $8.1 billion in 2002. Sales increased 4% due to the positive effects of foreign currency translation, primarily from our European operations, 3% due to improved volumes across all of our business segments and 2% due to higher selling prices, primarily in our chemicals segment.
The gross profit percentage decreased slightly to 36.9% in 2003 from 37.2% in 2002. Higher pension and postretirement medical costs across all of our business segments, higher energy costs in our glass and chemicals segments and inflationary cost increases were offset by higher selling prices in our chemicals segment and the benefits realized from improved manufacturing efficiencies in our coatings and glass segments.
Net income (loss) and earnings (loss) per share diluted for 2003 and 2002 are presented in the following table along with the more significant charges that were included in those amounts.
| 2003 |
2002 |
|||||||||||||
| (Millions, except per share amounts) |
Net income |
Earnings per share diluted |
Net (loss) income |
(Loss) earnings per share diluted |
||||||||||
| Net income (loss) |
$ | 494 | $ | 2.89 | $ | (69 | ) | $ | (0.41 | ) | ||||
| Included in net income (loss) are the following significant charges, net of tax: |
||||||||||||||
| Asbestos settlement net (See Note 13) |
23 | 0.14 | 484 | 2.85 | ||||||||||
| Restructuring and other related activities (See Note 2) |
2 | 0.01 | 52 | 0.31 | ||||||||||
| Cumulative effect of accounting change (See Note 1) |
6 | 0.03 | 9 | 0.05 | ||||||||||
The notes referenced in the above table are found under Item 8 of this Form 10-K.
Net income for 2003 compared to 2002 was $563 million higher. The significant charges in the table above account for $514 million of this change. The remaining $49 million increase in net income was due to a combination of factors. The factors causing 2003 net income to be higher were higher selling prices in our chemicals segment, higher sales volumes across all of our business segments, the favorable effects of foreign currency translation, primarily from our European operations, improved manufacturing efficiencies and lower overhead costs in our coatings and glass segments, the gain on the sale of certain non-strategic assets, including marketable securities, and lower interest expense due to lower debt levels in 2003. Higher pension and postretirement medical costs across all of our business segments, higher energy costs in our glass and chemicals segments and the negative effects of inflation were factors reducing 2003 net income.
Results of Business Segments
| Net sales |
Operating income |
|||||||||||||
| (Millions) |
2003 |
2002 |
2003 |
2002 |
||||||||||
| Coatings |
$ | 4,835 | $ | 4,482 | $ | 707 | $ | 605 | ||||||
| Glass |
2,150 | 2,071 | 71 | 143 | ||||||||||
| Chemicals |
1,771 | 1,514 | 232 | 124 | ||||||||||
| Corporate |
| | (32 | ) | (26 | ) | ||||||||
| Total |
$ | 8,756 | $ | 8,067 | $ | 978 | $ | 846 | ||||||
Coatings sales increased $353 million or 8% in 2003. Sales increased 6% due to the positive effects of foreign currency translation, primarily from our European operations and 2% from improved volumes primarily from our aerospace, architectural, automotive and industrial businesses. Lower pricing in our automotive business offset higher pricing in our other coatings businesses. Operating income increased $102 million in 2003. Operating income in 2003 and 2002 included pretax restructuring and other related costs of $2 million and $73 million, respectively. Factors increasing operating income were lower restructuring costs in 2003, the higher sales volumes described above, improved manufacturing efficiencies, the favorable effects of foreign currency translation and lower overhead costs. Factors decreasing operating income were inflationary cost increases and higher pension and postretirement medical costs.
Glass sales increased $79 million or 4% in 2003. Sales increased 4% from improved volumes primarily from our automotive original equipment, automotive replacement glass and flat glass businesses, net of lower volumes from our fiber glass business. Sales also increased 3% due to the positive effects of foreign currency translation, primarily from our European fiber glass operations. These sales increases were offset by a 3% decline due to lower selling prices from our automotive original equipment, automotive replacement glass and fiber glass businesses. Operating income decreased $72 million in 2003. Operating income in 2003 and 2002 included pretax restructuring and other related costs of $2 million and $1 million, respectively. Factors decreasing operating income were lower selling prices of $68 million, higher pension and postretirement medical costs of $65 million and higher energy costs of $30 million. Factors increasing operating income in 2003 by $91 million were the improved manufacturing efficiencies, lower overhead costs, the higher sales volumes described above and the favorable effects of foreign currency translation. Our fiber glass business continues to experience significant sales and earnings declines principally as a result of global industry overcapacity, which has led to substantially lower pricing.
2003 Annual Report and Form 10-K PPG Industries, Inc. 17
Managements Discussion and Analysis
Chemicals sales increased $257 million or 17% in 2003. Sales increased 13% from higher selling prices for our commodity products. Sales also increased 3% due to the positive effects of foreign currency translation, primarily from our European operations and 1% from higher optical, fine and silicas products volumes, net of lower commodity volumes. Operating income increased $108 million in 2003. Operating income in 2002 included pretax restructuring and other related costs of $1 million. Higher commodity product pricing in 2003 increased operating earnings by $200 million while higher energy and pension and postretirement medical costs decreased operating earnings by $70 million and $18 million, respectively.
Other Significant Factors
The Companys pretax earnings in 2003 included net periodic pension expense of $176 million compared to $54 million in 2002. The increase in pension costs is due primarily to a decrease in the market value of pension plan assets through the end of 2002, a reduction in the expected return on plan assets assumption for 2003 and the amortization of accumulated actuarial losses. In addition, the cost of other postretirement benefits in 2003 was $115 million compared to $91 million in 2002. On a combined basis, the increase in net periodic benefit cost of $146 million was $52 million for the coatings segment, $65 million for the glass segment, $18 million for the chemicals segment and $11 million for corporate.
Although the majority of the Companys defined benefit plans continued to be underfunded on an accumulated benefit obligation (ABO) basis as of Dec. 31, 2003, the underfunded amount was lower, which resulted in an increase in shareholders equity through a decrease in the accumulated other comprehensive income of $147 million, aftertax. See Note 12, Pensions and Other Postretirement Benefits, under Item 8 of this Form 10-K for additional information.
The effective tax rate for 2003 was approximately 35% and is expected to be the same for 2004.
Outlook
The U.S. economy continued to gain strength in late 2003. Consumer confidence, buoyed by tax cuts, low interest rates and overall improvements in the U.S. equity markets, improved during the year, particularly during the fourth quarter. The commercial construction sector remained at very low levels, but has been showing signs of improvement throughout the second half of the year. Increases in industrial production have been positive since July; however, for the full year, growth was only slightly positive. Strong consumer confidence has been a key driver of the current economic recovery, including its impact on automotive sales. European automotive markets were weak at the beginning of the year but have improved although, as with the U.S. markets, sales were below the high levels of the past few years. As the new year begins, the economic reports suggest that the U.S. economy is poised for growth, extending the improvement that was seen in the second half of the year.
For 2004, we expect the U.S. economy to settle into a more stable pattern in terms of quarterly GDP growth compared to 2003. Interest rates should remain at historically low levels much of this year and continue to support economic expansion. Increasing values of stock portfolios are likely to be a positive factor while the benefit from households refinancing their debt is unlikely to provide the same boost as it has during the industrial slowdown of the past few years.
Overall global economic growth in 2004 is expected to reach its highest level since 2000, possibly exceeding three percent in terms of real GDP growth. Growth in Europe is likely to be negatively impacted by the strength of the euro, which hit a new all-time high against the U.S. dollar in January of 2004. Economic growth in South America will probably remain relatively slow compared to most other regions. The Asian market should once again post solid growth, especially in China. The Chinese economy is the fastest growing of the worlds ten largest economies, with production of vehicles and consumer goods increasing at significant rates. While this provides an attractive market for our coatings products, it also encourages expansion of production in the region, which in turn contributes to the downward price pressure on some of our glass and fiber glass businesses, where there is excess global capacity and we compete against products produced in China and other low labor cost markets.
While we have consistently focused on reducing our costs, we continue to be challenged by high and rising costs for employee benefits, particularly pensions and medical. Prior to 2001, our pension income more than offset retiree medical costs. In 2003 pension expense combined with other postretirement benefit costs were nearly $300 million. This increase in costs results from a combination of the decline in the market value of the companys pension plans assets, due primarily to negative investment returns in the U.S. equity market during 2000 2002, a reduction in our expected future rate of return on pension plan assets, lower discount rate assumption and rising medical costs, particularly for prescription drugs. This cost increase translates to about $1.19 per share in lower earnings in 2003 compared with 2000. While the current low interest rate environment is expected to continue, which raises the present value of future benefit obligations, there was some brighter news in 2003 with respect to our U.S. pension plans as a result of an actual return on plan assets for the year of a little more than 25%. Consequently, the underfunded status of these plans was reduced, along with our recorded minimum pension liability. Additionally, even though the plans continue to be underfunded, we will not be required to make a mandatory funding contribution to the U.S. plans under Pension Benefit Guarantee Corporation or IRS regulations until at least 2007, even if our plan assets stay flat with December 2003 levels. These developments are also good news for 2004 pension costs which are currently estimated to be slightly less than those in 2003. Other postretirement benefit costs, however, in 2004 are expected to be about $15 million higher than last year. This increase in costs does not include the benefit of any anticipated reductions
18 2003 Annual Report and Form 10-K PPG Industries, Inc.
Managements Discussion and Analysis
as a result of the implementation of the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the Act). PPG is currently evaluating the provisions of the Act and its potential impact to our postretirement medical plans which we believe will ultimately reduce our accumulated postretirement benefit obligation and other postretirement benefit costs.
High natural gas costs in North America continue to be a drag on earnings. Changes in natural gas prices have a significant impact on the operating performance of our chemicals and glass segments. Each one-dollar change in the price of natural gas per mmbtu (million British thermal units) would have a direct impact of approximately $60 million to $70 million on our annual operating costs. It is difficult to predict future natural gas prices, which continue to be high and volatile. In order to reduce the risks associated with volatile prices, we use a number of techniques, which include reducing consumption through improved manufacturing processes, switching to alternative fuels and hedging. As of Dec. 31, 2003, we had hedged approximately ten percent of our anticipated natural gas requirements for 2004 at an average price of $4.80 per mmbtu. Factoring in the expected benefit from these hedges, based on an average cost for January and February 2004 of approximately $6.00, the average cost for natural gas in the first quarter of 2004 would be approximately $5.90 per mmbtu, or an increase of about 6% over the average cost of natural gas in the first quarter of 2003.
In 2004, we see the potential for increases in the prices for raw materials used in our coatings businesses, especially as the economic expansion begins to gain momentum. At the same time the anticipated growth in industrial production may strengthen the end use markets of our chlor-alkali customers and support higher ECU prices, which had declined at the end of 2003 even though they rose significantly for the full year compared with 2002.
We expect to remain focused in 2004 on serving our customer needs, investing in technology to bring new products to market and reducing our costs. Further, we have a demonstrated track record of generating cash, as evidenced by the $3.1 billion in cash from operating activities over the 2001 2003 time period. After capital spending, which we have managed tightly, and payment of dividends to our shareholders, we have been directing our cash flow to reduce debt by more than $1.3 billion over the past three years. We plan to use our cash in a similar manner in 2004.
We are well positioned to face the challenges that come our way during 2004. We remain confident that our focus on growing revenues while continuously working to improve our manufacturing efficiencies and lower our costs will enable PPG to once again take advantage of economic growth, both in the U.S. and international markets.
Accounting Standard Adopted in 2004
Effective Jan. 1, 2004, we adopted the fair value method of recording stock-based compensation, as defined in Statement of Financial Accounting Standards (SFAS) No. 123, for stock options awarded to employees after the date of adoption and for previously issued stock options that were not vested as of Jan. 1, 2004 using the modified prospective transition method. We expect the impact of adoption to increase 2004 stock-based compensation expense by approximately $10 million, aftertax, or $0.06 per share. This impact reflects the fact that beginning in 2004 stock option grants under the PPG Stock Plan will vest three years after the date of grant. Previously, original grants of stock options under this plan vested after one year. As a result of this vesting provision and assuming the number of options granted in 2004 and 2005 and the fair value of those options is comparable to those granted in 2003, the impact of this accounting change will grow to approximately $0.09 and $0.12 per share in 2005 and 2006, respectively, at which time a full annual run rate of expense is reached. Additionally, under the modified prospective transition method we are required to record a deferred tax asset of $9 million and a corresponding increase to additional paid-in capital equal to the deferred tax benefit that would have been recognized in 2003 had compensation expense been recorded under the fair value provisions of SFAS No. 123 for options outstanding at the date of adoption but not fully vested.
Performance in 2002 Compared with 2001
Overall Performance
Our sales decreased 1% to $8.1 billion from $8.2 billion in 2001. Sales declined 2% due to lower selling prices in our glass and chemicals segments. This decline was partially offset by higher volumes in our coatings and chemicals segments, net of lower volumes in our glass segment.
The gross profit percentage increased slightly to 37.2% in 2002 from 37.1% in 2001. The increase in gross profit percentage was due to improved manufacturing efficiencies across all of our business segments, lower raw material costs in our coatings segment and lower energy costs. These improvements were substantially offset by lower selling prices in our glass and chemicals segments and higher pension and postretirement medical costs.
2003 Annual Report and Form 10-K PPG Industries, Inc. 19
Managements Discussion and Analysis
Net (loss) income and (loss) earnings per share diluted for 2002 and 2001 are presented in the following table along with the more significant charges that were included in those amounts.
| 2002 |
2001 | |||||||||||||
| (Millions, except per share amounts) |
Net (loss) income |
(Loss) earnings per share diluted |
Net income |
Earnings per share diluted | ||||||||||
| Net (loss) income |
$ | (69 | ) | $ | (0.41 | ) | $ | 387 | $ | 2.29 | ||||
| Included in net (loss) income are the following significant charges, net of tax: |
||||||||||||||
| Asbestos settlement net (See Note 13) |
484 | 2.85 | | | ||||||||||
| Restructuring and other related activities (See Note 2) |
52 | 0.31 | 71 | |||||||||||