Provided is a film-forming composition substantially free of organic solvent which includes an aqueous dispersion of polymeric microparticles prepared by emulsion polymerization of a monomeric composition containing (1) at least 10 percent by weight of one or more vinyl aromatic compounds; (2) 0.1 to 10 percent by weight of one or more carboxylic acid functional polymerizable, ethylenically unsaturated monomers; (3) 0 to 10 percent by weight of one or more polymerizable monomers having one or more functional groups capable of reacting to form crosslinks; and (4) one or more polymerizable ethylenically unsaturated monomers. Each of (1), (2), (3) and (4) are different one from the other and at least one of (3) and (4) is present in the monomeric composition. Multi-layer composite coatings and coated substrates also are provided.