PPG Reaches Agreement to Divest Ownership Interest in Transitions Optical Joint Venture

  PPG Reaches Agreement to Divest Ownership Interest in Transitions Optical
  Joint Venture

  *Positions Transitions Optical as core business within a leading global
    optical company
  *Enterprise value of transaction of $3.4 billion; PPG to receive $1.73
    billion at closing
  *PPG to reinitiate share repurchase activity

Business Wire

PITTSBURGH -- July 29, 2013

PPG Industries, Inc. (NYSE:PPG) today announced it has reached an agreement to
divest its 51 percent interest in Transitions Optical to Essilor
International, which currently holds a 49 percent interest in the venture.
Transitions Optical is a global supplier of photochromic lenses and a
consolidated subsidiary of PPG. Essilor will also enter into multi-year
agreements with PPG for continuing supply of optical dyes and research and
development services and acquire PPG’s optical sunlens business.

"Transitions has been an excellent growth catalyst for PPG for more than 20
years," said Charles E. Bunch, PPG chairman and CEO. “However, the optical
industry is changing rapidly, including the emergence of new technologies. The
completion of this transaction will position Transitions as a core business
within a leading global optical industry company. We are pleased with the
enterprise value of the transaction, which reflects a valuation multiple
midway between PPG’s and Essilor’s multiples, benefiting both parties.
Additionally, PPG will remain an important supplier of optical materials to
the industry, including to Essilor.”

“We intend to redeploy the proceeds from the transaction in a timely manner on
core business acquisitions and share repurchases,” Bunch said. “The earnings
benefits from this cash deployment are expected to more than offset the
reduced earnings from the Transitions Optical divestment. Additionally, we
suspended share repurchase activity at the outset of the second quarter due to
ongoing negotiations, and are now reinitiating repurchases targeting a range
of $500 to $750 million for the year.”

The transaction reflects an enterprise value of approximately $3.4 billion,
with PPG receiving cash at closing of $1.73 billion pre-tax or approximately
$1.5 billion after-tax, subject to certain post-closing working capital and
net debt adjustments. In 2012, Transitions Optical had net sales of
approximately $800 million. The transaction is expected to close in the first
half of 2014, subject to satisfaction of customary closing conditions,
including receipt of regulatory approvals.

Currently, all Transitions Optical sales are consolidated in PPG’s financial
statements. Essilor’s minority share of the joint venture’s net earnings is
reflected as a reduction to PPG’s net income and presented in the financial
statements as “income attributable to non-controlling interests”. Upon receipt
of regulatory approvals, PPG expects to account for Transitions Optical as
discontinued operations.

PPG: BRINGING INNOVATION TO THE SURFACE.(TM)

PPG Industries' vision is to continue to be the world’s leading coatings and
specialty products company. Through leadership in innovation, sustainability
and color, PPG helps customers in industrial, transportation, consumer
products, and construction markets and aftermarkets to enhance more surfaces
in more ways than does any other company. Founded in 1883, PPG has global
headquarters in Pittsburgh and operates in nearly 70 countries around the
world. Sales in 2012 were $15.2 billion. PPG shares are traded on the New York
Stock Exchange (symbol: PPG). For more information, visit www.ppg.com.

About Essilor:

The world’s leading ophthalmic optics company. Essilor designs, manufactures
and markets a wide range of lenses to improve and protect eyesight. Its
corporate mission is to enable everyone around the world to access lenses that
meet his or her unique vision requirements. For more information, visit
www.essilor.com.

Forward-Looking Statements

This news release contains certain statements about PPG Industries, Inc., that
are “forward-looking statements” within the meaning of the U.S. Private
Securities Litigation Reform Act of 1995. These matters involve risks and
uncertainties as discussed in PPG’s periodic reports on Form 10-K and Form
10-Q and its current reports on Form 8-K filed from time to time with the
Securities and Exchange Commission.

The forward-looking statements contained in this news release include
statements about the expected effects on PPG and Transitions Optical of the
agreement by PPG to sell its 51 percent interest in Transitions Optical and
its sunlens business to Essilor (the “Transaction”), the anticipated timing
and benefits of the Transaction, the anticipated deployment by PPG of the
proceeds of the Transaction and the timing of such deployment, PPG’s
anticipated financial results, and all other statements in this news release
that are not historical facts. Without limitation, any statements preceded or
followed by or that include the words “targets,” “plans,” “believes,”
“expects,” “intends,” “will,” “likely,” “may,” “anticipates,” “estimates,”
“projects,” “should,” “would,” “could,” “positioned,” “strategy,” “future,” or
words, phrases or terms of similar substance or the negative thereof, are
forward-looking statements.

These statements are based on the current expectations of the management of
PPG and are subject to uncertainty and to changes in circumstances and involve
risks and uncertainties include: the satisfaction of the conditions to the
Transaction and other risks related to the completion of the Transaction and
actions related thereto; PPG’s and Essilor’s ability to complete the
Transaction on the anticipated terms and schedule, including the ability to
obtain regulatory approvals; risks relating to any unforeseen liabilities,
future capital expenditures, revenues, expenses, earnings, synergies, economic
performance, indebtedness, financial condition, losses and future prospects;
business and management; and the risk that disruptions from the Transaction
will harm PPG’s businesses or the Transitions business. However, it is not
possible to predict or identify all such factors. Consequently, while the list
of factors presented here 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.

Forward-looking statements included herein are made as of the date hereof, and
PPG undertakes no obligation to update publicly such statements to reflect
subsequent events or circumstances.

Bringing innovation to the surface is a trademark of PPG Industries Ohio, Inc.

Contact:

PPG Corporate Communications
Bryan Iams, 412-434-2181
bryan.iams@ppg.com
or
Investors:
PPG Investor Relations
Vince Morales, 412-434-3740
vmorales@ppg.com
 
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