SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
| For Quarter Ended March 31, 2004 | Commission File Number 1-1687 |
PPG INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
| Pennsylvania | 25-0730780 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| One PPG Place, Pittsburgh, Pennsylvania | 15272 | |
| (Address of principal executive offices) | (Zip Code) | |
(412) 434-3131
(Registrants telephone number, including area code)
As of April 30, 2004, 171,576,485 shares of the Registrants common stock, par value $1.66-2/3 per share, were outstanding.
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨
PPG INDUSTRIES, INC. AND SUBSIDIARIES
INDEX
| PAGE(S) | ||||
| 2 | ||||
| 3 | ||||
| 4 | ||||
| 5-17 | ||||
| Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations |
18-21 | |||
| Item 3. Quantitative and Qualitative Disclosures About Market Risk |
21 | |||
| 22 | ||||
| 23-24 | ||||
| Item 2. Change in Securities, Use of Proceeds and Issuer Purchases of Equity Securities |
24-25 | |||
| 25 | ||||
| 25 | ||||
| 26-27 | ||||
| 28 | ||||
| 32-35 | ||||
1
PPG INDUSTRIES, INC. AND SUBSIDIARIES
Condensed Statement of Income (Unaudited)
(Millions, except per share amounts)
| Three Months Ended March 31 |
||||||||
| 2004 |
2003 |
|||||||
| Net sales |
$ | 2,264 | $ | 2,071 | ||||
| Cost of sales |
1,441 | 1,342 | ||||||
| Gross profit |
823 | 729 | ||||||
| Other expenses (earnings): |
||||||||
| Selling, general and administrative |
427 | 377 | ||||||
| Depreciation |
90 | 90 | ||||||
| Research and development |
76 | 72 | ||||||
| Interest |
23 | 28 | ||||||
| Amortization |
7 | 7 | ||||||
| Asbestos settlement net (Note 14) |
5 | 5 | ||||||
| Business restructuring (Note 5) |
| 1 | ||||||
| Other net |
(3 | ) | (2 | ) | ||||
| Total other expenses net |
625 | 578 | ||||||
| Income before income taxes, minority interest and cumulative effect of accounting change |
198 | 151 | ||||||
| Income tax expense |
69 | 55 | ||||||
| Minority interest |
14 | 12 | ||||||
| Income before cumulative effect of accounting change |
115 | 84 | ||||||
| Cumulative effect of accounting change, net of tax (Note 2) |
| (6 | ) | |||||
| Net income |
$ | 115 | $ | 78 | ||||
| Earnings per common share (Note 4): |
||||||||
| Income before cumulative effect of accounting change |
$ | 0.67 | $ | 0.49 | ||||
| Cumulative effect of accounting change, net of tax |
| (0.03 | ) | |||||
| Earnings per common share |
$ | 0.67 | $ | 0.46 | ||||
| Earnings per common share - assuming dilution (Note 4): |
||||||||
| Income before cumulative effect of accounting change |
$ | 0.67 | $ | 0.49 | ||||
| Cumulative effect of accounting change, net of tax |
| (0.03 | ) | |||||
| Earnings per common share - assuming dilution |
$ | 0.67 | $ | 0.46 | ||||
| Dividends per common share |
$ | 0.44 | $ | 0.43 | ||||
The accompanying notes to the condensed financial statements are an integral part of this consolidated statement.
2
PPG INDUSTRIES, INC. AND SUBSIDIARIES
Condensed Balance Sheet (Unaudited)
| March 31 2004 |
Dec. 31 2003 |
|||||||
| (Millions) | ||||||||
| Assets |
||||||||
| Current assets: |
||||||||
| Cash and cash equivalents |
$ | 466 | $ | 499 | ||||
| Receivables-net |
1,794 | 1,631 | ||||||
| Inventories (Note 6) |
1,044 | 997 | ||||||
| Other |
401 | 410 | ||||||
| Total current assets |
3,705 | 3,537 | ||||||
| Property (less accumulated depreciation of $5,108 million and $5,054 million) |
2,512 | 2,566 | ||||||
| Investments |
278 | 265 | ||||||
| Goodwill (Note 7) |
1,162 | 1,157 | ||||||
| Identifiable intangible assets (Note 7) |
512 | 495 | ||||||
| Other assets |
438 | 404 | ||||||
| Total |
$ | 8,607 | $ | 8,424 | ||||
| Liabilities and Shareholders Equity |
||||||||
| Current liabilities: |
||||||||
| Short-term debt and current portion of long-term debt |
$ | 347 | $ | 327 | ||||
| Asbestos settlement (Note 14) |
300 | 308 | ||||||
| Accounts payable and accrued liabilities |
1,594 | 1,504 | ||||||
| Total current liabilities |
2,241 | 2,139 | ||||||
| Long-term debt |
1,329 | 1,339 | ||||||
| Asbestos settlement (Note 14) |
508 | 500 | ||||||
| Deferred income taxes |
99 | 88 | ||||||
| Other postretirement benefits |
543 | 532 | ||||||
| Other liabilities |
799 | 778 | ||||||
| Total liabilities |
5,519 | 5,376 | ||||||
| Commitments and contingent liabilities (Note 14) |
||||||||
| Minority interest |
116 | 137 | ||||||
| Shareholders equity: |
||||||||
| Common stock |
484 | 484 | ||||||
| Additional paid-in capital |
187 | 158 | ||||||
| Retained earnings |
6,439 | 6,399 | ||||||
| Treasury stock |
(3,418 | ) | (3,428 | ) | ||||
| Unearned compensation |
(52 | ) | (60 | ) | ||||
| Accumulated other comprehensive loss (Note 10) |
(668 | ) | (642 | ) | ||||
| Total shareholders equity |
2,972 | 2,911 | ||||||
| Total |
$ | 8,607 | $ | 8,424 | ||||
The accompanying notes to the condensed financial statements are an integral part of this consolidated statement.
3
PPG INDUSTRIES, INC. AND SUBSIDIARIES
Condensed Statement of Cash Flows (Unaudited)
| Three Months Ended March 31 |
||||||||
| 2004 |
2003 |
|||||||
| (Millions) | ||||||||
| Cash from operating activities |
$ | 130 | $ | 113 | ||||
| Investing activities: |
||||||||
| Capital spending |
||||||||
| Additions to property and investments |
(53 | ) | (61 | ) | ||||
| Business acquisitions, net of cash balances acquired |
(62 | ) | | |||||
| Reductions of other property and investments |
12 | 1 | ||||||
| Cash used for investing activities |
(103 | ) | (60 | ) | ||||
| Financing activities: |
||||||||
| Net change in borrowings with maturities of three months or less |
3 | 12 | ||||||
| Proceeds from other short-term debt |
4 | 1 | ||||||
| Repayment of other short-term debt |
| (21 | ) | |||||
| Repayment of long-term debt |
(11 | ) | (24 | ) | ||||
| Repayment of loans by employee stock ownership plan |
8 | 8 | ||||||
| Purchase of treasury stock |
(6 | ) | | |||||
| Issuance of treasury stock, net |
20 | 3 | ||||||
| Dividends paid |
(75 | ) | (73 | ) | ||||
| Cash used for financing activities |
(57 | ) | (94 | ) | ||||
| Effect of currency exchange rate changes on cash and cash equivalents |
(3 | ) | 1 | |||||
| Net decrease in cash and cash equivalents |
(33 | ) | (40 | ) | ||||
| Cash and cash equivalents, beginning of period |
499 | 117 | ||||||
| Cash and cash equivalents, end of period |
$ | 466 | $ | 77 | ||||
The accompanying notes to the condensed financial statements are an integral part of this consolidated statement.
4
PPG INDUSTRIES, INC. AND SUBSIDIARIES
Notes to Condensed Financial Statements (Unaudited)
1. Financial Statements
The condensed financial statements included herein are unaudited. In the opinion of management, these statements include all adjustments, consisting only of normal, recurring adjustments, necessary for a fair presentation of the financial position of PPG Industries, Inc. and subsidiaries (the Company or PPG) as of March 31, 2004, and the results of their operations and their cash flows for the three months ended March 31, 2004 and 2003. These condensed financial statements should be read in conjunction with the financial statements and notes included in PPGs Annual Report on Form 10-K for the year ended December 31, 2003.
The results of operations for the three months ended March 31, 2004 are not necessarily indicative of the results to be expected for the full year.
2. Newly Adopted Accounting Standards
Effective January 1, 2004, PPG adopted the fair value method of recording stock-based compensation, as defined in Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation, for stock options awarded to employees after the date of adoption and for previously issued stock options that were not vested as of January 1, 2004 using the modified prospective transition method. See Note 13, Stock-Based Compensation for additional information.
Effective January 1, 2003, PPG adopted the provisions of SFAS No. 143, Accounting for Asset Retirement Obligations. An asset retirement obligation represents a legal obligation associated with the retirement of a tangible long-lived asset that is incurred upon the acquisition, construction, development or normal operation of that long-lived asset. This standard requires the Company to recognize asset retirement obligations in the period in which they are incurred, if a reasonable estimate of fair value can be made. The asset retirement obligation is subsequently adjusted for changes in fair value. The associated estimated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset and depreciated over its useful life. PPGs asset retirement obligations are primarily associated with closure of certain assets used in the chemicals manufacturing process.
Adoption of this standard on January 1, 2003 resulted in an increase in noncurrent assets, current liabilities and noncurrent liabilities of $4 million, $1 million and $9 million, respectively, and a cumulative effect adjustment reducing net income by $6 million aftertax, or $0.03 a share assuming dilution. The provisions of this standard did not have a material impact on the results of operations for the three months ended March 31, 2004.
3. Other New Accounting Standard
In January 2003, the Financial Accounting Standards Board (FASB) issued Interpretation No. 46, Consolidation of Variable Interest Entities. Interpretation No. 46 requires unconsolidated variable interest entities to be consolidated by their primary beneficiaries if the entities do not effectively disperse the risks and rewards of ownership among their owners and other parties involved. The provisions of Interpretation No. 46 were applicable immediately to all variable interest entities created after January 31, 2003 and variable interest entities in which an enterprise obtains an interest in after that date, and for variable interest entities created before
5
this date, the provisions were initially effective July 1, 2003. PPGs adoption of this interpretation in the third quarter of 2003 did not have a material effect on the Companys results of operations or financial condition. In December 2003, the FASB issued a revision to Interpretation No. 46; however it had no impact on PPGs adoption.
4. Earnings Per Common Share
The following table presents the earnings per common share calculations for the three months ended March 31, 2004 and 2003.
| Three Months Ended March 31 | ||||||
| (Millions, except per share amounts) | 2004 |
2003 | ||||
| Earnings per common share |
||||||
| Net income |
$ | 115 | $ | 78 | ||
| Weighted average common shares outstanding |
171.2 | 169.6 | ||||
| Earnings per common share |
$ | 0.67 | $ | 0.46 | ||
| Earnings per common share assuming dilution |
||||||
| Net income |
$ | 115 | $ | 78 | ||
| Weighted average common shares outstanding |
171.2 | 169.6 | ||||
| Effect of dilutive securities: Stock options |
0.8 | | ||||
| Other stock compensation plans |
0.7 | 0.7 | ||||
| Potentially dilutive common shares |
1.5 | 0.7 | ||||
| Adjusted weighted average common shares outstanding |
172.7 | 170.3 | ||||
| Earnings per common share assuming dilution |
$ | 0.67 | $ | 0.46 | ||
5. Acquisitions and Business Restructuring
During the first quarter 2004 the Company acquired the remaining one-third minority interest in PPG Iberica, S.A., a Spanish automotive and industrial coatings producer, for $61 million. The preliminary purchase price allocation resulted in an excess of purchase price over the fair value of net assets acquired which has been reflected as an addition to goodwill.
In 2003, the Company recorded a charge of $6 million for restructuring actions related to our coatings and glass segments. This charge was for severance benefits for 93 employees. These actions are now complete.
In 2002, the Company recorded a charge of $81 million for restructuring and other related activities comprised of $66 million for severance and other costs and $15 million for asset dispositions. In 2003, $2 million of the initial $81 milli