Item 4. Controls and Procedures

a. Evaluation of disclosure controls and procedures. Based on their evaluation as of the end of the period covered by this Form 10-Q, the Company’s principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and 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.

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 most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. 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 these lawsuits and claims involve personal injury, 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 certain insurers may contest coverage with respect to claims in the future. 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.

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 and the plaintiffs settled plaintiffs’ claims for injunctive relief and PPG agreed to enhancements to the DEP approved cleanup plan and a $250,000 donation to a Pennsylvania nonprofit organization. This settlement has been memorialized by an amendment to the CO&A which was appended to a Consent Agreement between PPG and the plaintiffs which has been entered by the federal court. The remaining claims in the case for attorneys’ fees and a civil penalty are not affected by this settlement. A trial on the issue of a civil penalty under the Clean Water Act was held in June 2024. Following the trial, the Judge indicated that they will circulate a schedule for the submission of post-trial briefs. The Judge also indicated that they intend to appoint a Special Master to review the parties' positions on plaintiffs' fees. PPG believes that the remaining claims are without merit and intends to defend itself against these claims vigorously.

In 2006, a lawsuit was filed against PPG in a local court in Manaus, Brazil, captioned Di Gregório Navegação LTDA v. PPG Industries, Inc., Case No. 0644620-62.2020.8.04.0001 (“Di Gregório”) arising from a November 1998 fire on board a cargo ship off the coast of Brazil. The plaintiff was a charterer of the ship and brought claims for various alleged damages. The ship was transporting, among other cargo, products from PPG’s former commodity chemicals business. The Di Gregório litigation remained pending as of July 18, 2012 when PPG separated the assets and liabilities related to its former commodity chemicals business into a newly formed subsidiary structure, of which Eagle Spinco Inc. (“Eagle Spinco”) was the parent company. Axiall Corporation (“Axiall”) in 2013 acquired Eagle Spinco (including its subsidiaries) through a merger. In 2016, Westlake Corporation acquired Axiall through a merger (including Eagle Spinco and its subsidiaries) and succeeded to Eagle Spinco’s rights and obligations under

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the original 2012 Separation Agreement between PPG and Eagle Spinco. For convenience, Westlake Corporation, Axiall, and Eagle Spinco collectively are referred to as “Westlake.”

Under the 2012 Separation Agreement, Eagle Spinco entities assumed the specifically scheduled Di Gregório liability, and Eagle Spinco was required to remove PPG as an obligor for the Di Gregório liability. To the extent Eagle Spinco cannot or will not remove PPG as an obligor, the Separation Agreement provides that Eagle Spinco and Axiall must act as agents or subcontractors of PPG and pay any liability in the matter on PPG’s behalf. The Separation Agreement also provides PPG with uncapped rights of indemnification for any damages PPG incurs arising from the Di Gregório litigation and for any failure by Eagle Spinco related entities (now Westlake through its acquisition of Axiall) to satisfy its contractual obligations.

Since 2013, Westlake exclusively has controlled and continues to control the defense of the Di Gregório litigation. Nevertheless, PPG recently learned that Westlake failed ever to substitute itself into the case in place of PPG, remove PPG as the obligor, or otherwise inform the Brazilian court that it is the party in interest that assumed all liability for the matter. On May 30, 2024, Westlake informed PPG that the Brazilian court entered a May 21, 2024 award of more than $700 million, including compound prejudgment interest, fees and costs, against “PPG Industries, Inc.” as the originally named (albeit nominal) defendant in the case. More recently, Westlake informed PPG that it believes simple prejudgment interest applies to the judgment which would result in the award being less than $350 million. Westlake also informed PPG that while it will continue to defend the case and pursue an appeal of the award, it would not post any bond, pay any judgment, or take any steps to prevent the plaintiff from attempting to execute on the judgment against PPG.

On May 17, 2024, Eagle Spinco filed a lawsuit against PPG in Delaware Superior Court alleging breach of the Separation Agreement and requesting declaratory relief (the “Eagle Spinco Lawsuit”). In its lawsuit, Eagle Spinco sought to have the Di Gregório liability determined to be one in which its obligation is only to indemnify PPG for any damages it incurs in the case, net of any insurance coverage available from PPG’s insurers, rather than stand in the shoes of PPG in the first instance and respect the obligation as an assumed liability under the Separation Agreement for which it did not purchase the rights to PPG’s insurance assets.

Because the Di Gregório liability was a specifically scheduled assumed liability under the Separation Agreement and given that Westlake failed to remove PPG as the obligor, PPG separately filed a lawsuit against Westlake on June 13, 2024 in the Court of Chancery in Delaware (the “PPG Lawsuit”), asserting claims for specific performance, declaratory relief, breach of contract, and equitable estoppel. The PPG Lawsuit explains PPG’s belief that: (a) the Di Gregório case is an assumed liability of Westlake, (b) Westlake has a continuing duty to act as an agent of PPG to satisfy any award if it is unable or unwilling to remove PPG as an obligor in the case, (c) Westlake has the duty to pay in the first instance any award, bond, court fees and other costs regardless of whether the court ultimately determines the Di Gregório case to be an assumed or indemnifiable liability, and (d) PPG has uncapped rights of indemnification should Westlake fail to satisfy its obligations under the Separation Agreement. Eagle Spinco filed counterclaims in the PPG Lawsuit restating the claims it originally asserted in the Eagle Spinco Lawsuit. Accordingly, it dismissed its previously filed Eagle Spinco Lawsuit and now exclusively is asserting its position in the PPG Lawsuit.

PPG intends to vigorously enforce its rights and Westlake’s obligations under the 2012 Separation Agreement and to hold Westlake accountable for any damages PPG suffers as a result of Westlake’s refusal to honor its contractual obligations. The Delaware Court of Chancery has set a trial date of December 12, 2024 for the PPG Lawsuit. PPG believes that the risk of loss associated with this matter is remote.

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 and Contingent Liabilities” in Part I, Item 1 of this Form 10-Q.