LyondellBasell Industries 10-Q 2025-03-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

For the quarterly period ended March 31, 2025

or

For the transition period from to

Commission file number: 001-34726

LYONDELLBASELL INDUSTRIES N.V.

(Exact name of registrant as specified in its charter)

(Address of principal executive offices) (Zip code)

(Registrant’s telephone numbers, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

The registrant had 321,400,014 ordinary shares, €0.04 par value, outstanding at April 23, 2025 (excluding 19,022,484 treasury shares).

LYONDELLBASELL INDUSTRIES N.V.

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

LYONDELLBASELL INDUSTRIES N.V.

CONSOLIDATED STATEMENTS OF INCOME

See Notes to the Consolidated Financial Statements.

LYONDELLBASELL INDUSTRIES N.V.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

See Notes to the Consolidated Financial Statements.

LYONDELLBASELL INDUSTRIES N.V.

CONSOLIDATED BALANCE SHEETS

See Notes to the Consolidated Financial Statements.

LYONDELLBASELL INDUSTRIES N.V.

CONSOLIDATED BALANCE SHEETS

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GENERAL

This discussion should be read in conjunction with the information contained in the Consolidated Financial Statements, and the accompanying notes elsewhere in this report. Unless otherwise indicated, the “Company,” “we,” “us,” “our” or similar words are used to refer to LyondellBasell Industries N.V. together with its consolidated subsidiaries (“LyondellBasell N.V.”).

In February 2025, we ceased business operations at our Houston refinery. Accordingly, our refining business, previously disclosed as the Refining segment, is reported as a discontinued operation. The related operating results of our refining business are reported as discontinued operations for all periods presented.

OVERVIEW

Results for the first quarter of 2025 increased compared to the fourth quarter of 2024, which included $944 million of impairments primarily in our Olefins and Polyolefins-Europe, Asia, International (“O&P-EAI”) segment. In our Olefins and Polyolefins-Americas (“O&P-Americas”) segment, integrated polyethylene profitability was pressured by lower volumes and margins associated with planned and unplanned maintenance coupled with higher ethane and natural gas costs. In our O&P-EAI segment, improved integrated polyethylene profitability was driven by improved margins and increased ethylene cracker utilization following planned maintenance and typical seasonal demand improvements coupled with modest customer restocking. In our Intermediates and Derivatives (“I&D”) segment, acetyls and oxyfuels margins declined as higher natural gas prices impacted costs. The lower ratio of oil-to-gas prices remained a headwind affecting the Company's relative feedstock economics across several value chains.

Results for the first quarter of 2025 decreased compared to the first quarter of 2024. In our O&P-Americas segment, integrated polyethylene profitability was pressured by lower margins associated with higher ethane and natural gas costs. Margins for our I&D segment fell due to lower gasoline pricing and blend premiums. In our Technology segment, licensing results decreased.

During the first quarter of 2025 we used $579 million of cash from operating activities primarily due to a build of working capital. In connection with our overall capital allocation strategy, we invested $483 million in capital expenditures and returned $543 million to shareholders through dividend payments and share repurchases.

Results of operations for the periods discussed are presented in the table below:

RESULTS OF OPERATIONS

Revenues—Revenues decreased by $131 million, or 2%, in the first quarter of 2025 compared to the fourth quarter of 2024. Lower volumes, driven by planned and unplanned outages in our O&P-Americas segment and lower demand, resulted in a 6% decrease in revenues. Unfavorable foreign exchange impact resulted in a 1% decrease in revenues. Higher average sales prices for many of our products resulted in a 5% increase in revenues.

Revenues decreased by $627 million or 8% in the first quarter of 2025 compared to the first quarter of 2024. Lower sales volumes driven by planned and unplanned outages and lower demand led to a 6% decrease in revenue. Unfavorable foreign exchange impact led to a 2% decrease in revenues.

Cost of Sales—Cost of sales increased by $125 million, or 2%, in the first quarter of 2025 compared to the fourth quarter of 2024 primarily due to $117 million in shutdown costs recognized during the first quarter of 2025 related to our plans to permanently close the Propylene Oxide Styrene Monomer (POSM) production unit at the Maasvlakte site in the Netherlands, a joint venture between us and Covestro. Cost of sales remained relatively unchanged in the first quarter of 2025 compared to the first quarter of 2024.

Impairments—During the fourth quarter of 2024, we recognized non-cash impairment charges of $944 million, primarily consisting of impairments of property, plant and equipment of $892 million in our O&P-EAI and Advanced Polymer Solutions (“APS”) segments.

Operating Income (Loss)—Operating income increased by $711 million, or 119%, in the first quarter of 2025 compared to the fourth quarter of 2024. Operating income in our O&P-EAI and APS segments increased by $1,043 million and $88 million, respectively. These increases were partially offset by decreases in our O&P-Americas, I&D and Technology segments of $249 million, $146 million, and $56 million, respectively.

Operating income decreased by $537 million, or 82%, in the first quarter of 2025 compared to the first quarter of 2024. Operating income in our O&P-Americas, I&D, Technology and O&P-EAI segments decreased by $271 million, $221 million, $67 million and $12 million, respectively. These decreases were partially offset by an increase of $4 million in our APS segment.

Results for each of our business segments are discussed further in the “Segment Analysis” section below.

Income (Loss) from Equity Investments—Income from equity investments improved by $152 million or 101%, in the first quarter of 2025 compared to the fourth quarter of 2024 as the fourth quarter of 2024 reflects the recognition of a deferred tax valuation allowance by a Chinese joint venture in our O&P-EAI segment. Income from equity investments increased by $28 million or 104% in the first quarter of 2025 compared to the first quarter of 2024 as the first quarter of 2024 included equity losses recognized by a Chinese joint venture in our O&P-EAI segment.

Income Taxes—Our effective income tax rate for the first quarter of 2025 was 61.0% compared to 31.2% for the fourth quarter of 2024. The higher effective tax rate for the first quarter of 2025 was due to decreased pre-tax earnings relative to our tax rate drivers, primarily changes in foreign exchange gains or losses recognized discretely, which increased the effective tax rate by 56.3 percentage points. This increase to the effective tax rate was partially offset by changes in earnings in countries with varying statutory tax rates, largely attributable to fourth quarter 2024 non-cash impairments, decreasing the effective tax rate by 26.0 percentage points.

Our effective income tax rate for the first quarter of 2025 was 61.0% compared to 20.3% for the first quarter of 2024. The discrete tax recognition of foreign exchange gains and losses with lower pre-tax earnings increased our effective tax rate by 39.3 percentage points in the first quarter of 2025.

Income (Loss) from Discontinued Operations, Net of Tax—Income from discontinued operations increased by $194 million in the first quarter of 2025 compared to the fourth quarter of 2024, and by $114 million in the first quarter of 2025 compared to the first quarter of 2024, primarily due to the liquidation of low cost inventory in the first quarter of 2025.

Comprehensive Income (Loss)—Comprehensive income increased by $1,023 million in the first quarter of 2025 compared to the fourth quarter of 2024, primarily due to the increase in Net income and the net favorable impacts of unrealized changes in foreign currency translation adjustments. Comprehensive income decreased by $155 million in the first quarter of 2025 compared to the first quarter of 2024, primarily due to the decrease in Net income offset by the net favorable impacts of unrealized changes in foreign currency translation adjustments. The components of Other comprehensive income (loss) are discussed below.

Financial derivatives designated as cash flow hedges, primarily our commodity swaps, led to a decrease in Comprehensive income of $24 million and an increase of $28 million in the first quarter of 2025 compared to the fourth quarter of 2024 and in the first quarter of 2025 compared to the first quarter of 2024, respectively, reflecting commodity price volatility.

Foreign currency translations increased by $261 million and $122 million in the first quarter of 2025 compared to the fourth quarter of 2024 and in the first quarter of 2025 compared to the first quarter of 2024, respectively, primarily due to the weakening of the U.S. dollar relative to the euro, partially offset by the effective portion of our net investment hedges.

Segment Analysis

We use net income before interest, income taxes, and depreciation and amortization (“EBITDA”) as our measure of profitability for segment reporting purposes. This measure of segment operating results is used by our chief operating decision maker to assess the performance of and allocate resources to our operating segments. Intersegment eliminations and items that are not directly related or allocated to business operations, such as foreign exchange gains or losses and components of pension and other postretirement benefits other than service costs are included in “Other”. See the table below for a reconciliation of EBITDA to its nearest generally accepted accounting principles (“GAAP”) measure.

The following table presents the reconciliation of Net income to EBITDA for each of the periods presented:

Our continuing operations are managed through five reportable segments: O&P-Americas, O&P-EAI, I&D, APS, and Technology. Revenues and other information by segment for the periods presented are reflected in the tables below:

Olefins and Polyolefins-Americas Segment

Overview—EBITDA decreased in the first quarter of 2025 compared to the fourth quarter of 2024 and first quarter of 2024, primarily due to lower margins largely driven by higher feedstock costs.

*Ethylene Raw Materials—*Ethylene and its co-products are produced from two major raw material groups:

*•*natural gas liquids (“NGLs”), principally ethane and propane, the prices of which are generally affected by natural gas prices; and

• crude oil-based liquids (“liquids” or “heavy liquids”), including naphtha, condensates and gas oils, the prices of which are generally related to crude oil prices.

We have flexibility to vary the raw material mix and process conditions in our U.S. olefins plants in order to maximize profitability as market prices fluctuate for both feedstocks and products. Although prices of crude-based liquids and natural gas liquids are generally related to crude oil and natural gas prices, during specific periods the relationships among these materials and benchmarks may vary significantly. In the first quarter of 2025, and the first and fourth quarters of 2024, approximately 75% to 80% of the raw materials used in our North American crackers was ethane.

The following table sets forth selected financial information for the O&P-Americas segment including Income (loss) from equity investments, which is a component of EBITDA:

Revenue—Revenues for our O&P-Americas segment decreased by $273 million, or 10% in the first quarter of 2025 compared to the fourth quarter of 2024 and by $390 million, or 14%, in the first quarter of 2025 compared to the first quarter of 2024.

First quarter of 2025 versus fourth quarter of 2024—Lower volumes due to planned and unplanned outages resulted in a 14% decrease in revenue. Higher ethylene and polyethylene average sales prices resulted in a 4% increase in revenue.

First quarter of 2025 versus first quarter of 2024—Lower co-product volumes driven by planned and unplanned outages resulted in a 12% decrease in revenue. Lower average sales prices for co-products driven by lower oil environment resulted in a 2% decrease in revenue.

EBITDA—EBITDA decreased by $245 million, or 49%, in the first quarter of 2025 compared to the fourth quarter of 2024 and by $270 million, or 52%, in the first quarter of 2025 compared to the first quarter of 2024.

First quarter of 2025 versus fourth quarter of 2024—Lower olefins results led to a 44% decrease in EBITDA driven by lower margins resulting from higher ethane feedstock and natural gas costs coupled with lower co-product contribution as a result of the planned maintenance at our Channelview site. Lower polymer results led to a 15% decrease in EBITDA primarily due to lower margins reflecting increased monomer cost. During the fourth quarter of 2024 we recognized a LIFO inventory charge of $22 million. The absence of a similar charge in the first quarter of 2025 resulted in a 4% increase in EBITDA.

First quarter of 2025 versus first quarter of 2024—Lower polymer results led to a 27% decrease in EBITDA primarily driven by lower margins reflecting higher monomer costs. Lower olefins results led to a 25% decrease in EBITDA driven by lower ethylene margins from increased energy costs coupled with lower co-product prices.

Olefins and Polyolefins-Europe, Asia, International Segment

Overview—During the fourth quarter of 2024 we recognized an $837 million non-cash impairment of property, plant and equipment related to assets included in our European strategic review. The absence of similar charges in the first quarter of 2025 resulted in an increase in EBITDA compared to the fourth quarter of 2024. EBITDA also increased in the first quarter of 2025 relative to the first quarter of 2024, as improved performance from our equity investments was partially offset by lower olefins and polyethylene results.

Ethylene Raw Materials—In Europe, naphtha is the primary raw material for our ethylene production and represented approximately 60% to 65% of the raw materials used in the first quarter of 2025, and in the first and fourth quarters of 2024.

The following table sets forth selected financial information for the O&P-EAI segment including Loss from equity investments, which is a component of EBITDA:

Revenue—Revenues increased by $129 million, or 5%, in the first quarter of 2025 compared to the fourth quarter of 2024 and decreased by $145 million, or 5%, in the first quarter of 2025 compared to the first quarter of 2024.

First quarter of 2025 versus fourth quarter of 2024—Higher volumes resulted in a revenue increase of 5% primarily due to the absence of planned maintenance. Higher average sales prices resulted in a 1% increase in revenue. Unfavorable foreign exchange impacts resulted in a revenue decrease of 1%.

First quarter of 2025 versus first quarter of 2024—Lower volumes resulted in a decrease of 4% due to lower demand and unplanned downtime. Higher average sales prices resulted in a 2% increase in revenue. Unfavorable foreign exchange impacts resulted in a 3% decrease in revenues.

EBITDA—EBITDA increased by $1,173 million, or 101%, in the first quarter of 2025 compared to the fourth quarter of 2024 and by $3 million, or 21%, in the first quarter of 2025 compared to the first quarter of 2024.

First quarter of 2025 versus fourth quarter of 2024—The absence of impairment charges in the first quarter of 2025 relative to the fourth quarter of 2024 resulted in a 72% increase in EBITDA. Improved results from our equity investments resulted in a 13% increase in EBITDA as the fourth quarter of 2024 was impacted by the recognition of a deferred tax valuation allowance by a Chinese joint venture. Improved olefins led to a 6% increase in EBITDA. Approximately 60% of the change was driven by improved margins as ethylene prices improved while variable costs declined with the remainder driven by higher volumes from the absence of planned downtime. Improved polymer results led to a 4% increase in EBITDA driven by increased margins as a result of higher average sales prices.

First quarter of 2025 versus first quarter of 2024—A decrease in loss from equity investments led to a 186% increase in EBITDA driven by the absence of losses recognized by a Chinese joint venture in the first quarter of 2024. Lower olefins results drove a 164% decrease in EBITDA. Approximately 50% of the change was driven by lower volumes as a result of unplanned downtime and the remainder was due to lower margins driven by higher feedstock costs. Lower polyolefins results led to a 143% decrease in EBITDA primarily driven by lower volumes resulting from lower demand and unplanned downtime.

Intermediates and Derivatives Segment

Overview—EBITDA decreased in the first quarter of 2025 compared to the fourth quarter of 2024 and the first quarter of 2024 primarily as a result of shutdown costs incurred by our European PO Joint Venture. The remainder of the change was largely driven by a decrease in oxyfuels and related products margins.

The following table sets forth selected financial information for the I&D segment including Loss from equity investments, which is a component of EBITDA:

Revenue—Revenues decreased by $59 million, or 3%, in the first quarter of 2025 compared to the fourth quarter of 2024 and by $288 million, or 11%, in the first quarter of 2025 compared to the first quarter of 2024.

First quarter of 2025 versus fourth quarter of 2024—Sales volumes decreased due to lower demand for oxyfuels and related products resulting in a 5% decrease in revenue. Higher average sales prices resulted in a 2% increase in revenue largely as a result of higher feedstock pricing driving up product pricing.

First quarter of 2025 versus first quarter of 2024—Lower average sales prices resulted in an 8% decrease in revenue driven by oxyfuels and related products as a result of lower crude, gasoline crack spreads, and blend premiums. Sales volumes declined resulting in a 2% decrease in revenue due to the second quarter of 2024 sale of our Ethylene Oxide & Derivatives (“EO&D”) business and associated production facilities located in Bayport, Texas. Unfavorable foreign exchange impacts resulted in a 1% decrease in revenue.

EBITDA—EBITDA decreased by $147 million, or 61%, in the first quarter of 2025 compared to the fourth quarter of 2024 and by $218 million, or 70%, in the first quarter of 2025 compared to the first quarter of 2024.

First quarter of 2025 versus fourth quarter of 2024—In March 2025, we announced our plans to permanently close the POSM production unit at the Maasvlakte site in the Netherlands, a joint venture between us and Covestro. This resulted in the recognition of $117 million of shut-down costs which decreased EBITDA by 49%. Oxyfuels and related products results led to an EBITDA decrease of 8%. Approximately, half of the decrease was driven by lower margins reflecting lower blend premiums with the other half driven by a decrease in volumes due to lower demand. Intermediate chemicals results led to an 8% decrease in EBITDA driven primarily by lower margins from higher raw material costs.

First quarter of 2025 versus first quarter of 2024—Oxyfuels and related products results led to an EBITDA decrease of 38% as margins were significantly compressed on lower gasoline pricing and blend premiums. The remainder of the change was primarily driven by shutdown costs discussed above.

Advanced Polymer Solutions Segment

Overview—EBITDA increased in the first quarter of 2025 relative to the fourth quarter of 2024, primarily due to a non-cash impairment charge recognized in the fourth quarter of 2024 related to our specialty powders business. EBITDA increased in the first quarter of 2025 relative to the first quarter of 2024, primarily due to higher margins.

The following table sets forth selected financial information for the APS segment:

Revenue—Revenues increased by $83 million, or 10%, in the first quarter of 2025 compared to the fourth quarter of 2024 and decreased by $57 million, or 6%, in the first quarter of 2025 compared to the first quarter of 2024.

First quarter of 2025 versus fourth quarter of 2024—Sales volumes increased resulting in a 12% increase in revenue stemming from seasonal demand improvements. Lower average sales prices resulted in a 1% decrease in revenue. Unfavorable foreign exchange impacts resulted in a revenue decrease of 1%.

First quarter of 2025 versus first quarter of 2024—Sales volumes decreased resulting in a 5% decrease in revenue stemming from lower demand. Unfavorable foreign exchange impacts resulted in a revenue decrease of 2%. Higher average sales prices resulted in a 1% increase in revenue.

EBITDA—EBITDA increased by $86 million or 215% in the first quarter of 2025 compared to the fourth quarter of 2024 and by $11 million or 31% in the first quarter of 2025 compared to the first quarter of 2024.

First quarter of 2025 versus fourth quarter of 2024—During the fourth quarter of 2024, we recognized a non-cash impairment charge of $55 million related to our specialty powders business. The absence of a similar impairment charge in the first quarter of 2025 resulted in a 138% increase in EBITDA. Increased volumes primarily driven by seasonal demand resulted in a 63% increase in EBITDA.

First quarter of 2025 versus first quarter of 2024—Increased margins, driven by higher sales margins and cost efficiency improvements, resulted in a 57% increase in EBITDA. Lower volumes driven by weaker automotive demand and challenging marketing conditions resulted in a 20% decrease in EBITDA.

Technology Segment

Overview—EBITDA decreased in the first quarter of 2025 compared to the fourth quarter of 2024 and first quarter of 2024, primarily due to lower licensing results as the pace of global polyolefin capacity additions moderates.

The following table sets forth selected financial information for the Technology segment:

Revenue—Revenues decreased by $54 million, or 31%, in the first quarter of 2025 compared to the fourth quarter of 2024 and by $72 million, or 38%, in the first quarter of 2025 compared to the first quarter of 2024.

First quarter of 2025 versus fourth quarter of 2024—Lower licensing revenues resulting from recognition of revenue on fewer contracts drove a 28% decrease in revenue. Lower catalyst average sales prices from product mix resulted in a 3% decrease in revenues. Unfavorable foreign exchange impact resulted in a 2% decrease in revenues. Higher catalyst volumes resulted in a 2% increase in revenues driven by improved demand relative to the prior quarter.

First quarter of 2025 versus first quarter of 2024—Lower licensing revenues resulting from recognition of revenue on fewer contracts drove a 29% decrease in revenue. Lower catalyst volumes driven by weaker market sentiment resulted in a 7% decrease in revenues. Unfavorable foreign exchange impact resulted in a 3% decrease in revenues. Higher catalyst average sales prices resulted in a 1% increase in revenues.

EBITDA—EBITDA decreased by $56 million, or 52%, in the first quarter of 2025 compared to the fourth quarter of 2024 and by $66 million, or 56%, in the first quarter of 2025 compared to the first quarter of 2024.

First quarter of 2025 versus fourth quarter of 2024—Licensing results led to a 43% decrease in EBITDA driven by recognition of revenue on fewer contracts. During the fourth quarter of 2024 we recognized a LIFO inventory benefit of $8 million. The absence of a similar benefit in the first quarter of 2025 resulted in a 7% decrease in EBITDA.

First quarter of 2025 versus first quarter of 2024—Licensing results led to a 45% decrease in EBITDA driven by recognition of revenue on fewer contracts. Lower catalyst volumes driven by weaker market sentiment resulted in a 9% decrease in EBITDA.

FINANCIAL CONDITION

The following table summarizes operating, investing and financing cash flow activities:

Operating Activities—Cash used in operating activities of $579 million in the first three months of 2025 primarily reflected earnings adjusted for non-cash items, payment of taxes and cash used by the main components of working capital—Accounts receivable, Inventories, and Accounts payable. In the first three months of 2025, the main components of working capital used $716 million of cash primarily driven by increased Accounts receivable and Inventories associated with higher volumes following maintenance downtime.

Cash used by operating activities of $114 million in the first three months of 2024 primarily reflected earnings adjusted for non-cash items and cash used by the main components of working capital. In the first three months of 2024, the main components of working capital used $629 million of cash driven by increases in Accounts receivable due to higher volumes and prices across most of our segments.

Investing Activities—Capital expenditures in both the first three months of 2025 and 2024 totaled $483 million, of which approximately 65% and 80%, respectively, support sustaining maintenance such as turnaround activities at several sites as well as other plant Health, Safety and Environmental projects. The remaining expenditures support profit-generating growth projects.

Financing Activities—We made dividend payments totaling $433 million and $408 million in the first three months of 2025 and 2024, respectively. Additionally, we made payments of $110 million to repurchase outstanding ordinary shares in the first three months of 2025. We had no share repurchases in the first quarter of 2024.

In February 2024, we issued $750 million of 5.5% guaranteed notes due 2034. In March 2024, we repaid the $775 million remaining of outstanding principal on our 5.75% senior notes due 2024.

Liquidity and Capital Resources

Overview

We plan to fund our working capital, capital expenditures, debt service, dividends and other cash requirements with our current available liquidity and cash from operations, which could be affected by general economic, financial, competitive, legislative, regulatory, business and other factors, many of which are beyond our control. Debt repayment, and the purchase of shares under our share repurchase authorization, may be funded from cash and cash equivalents, cash from short-term investments, cash from operating activities, proceeds from the issuance of debt, or a combination thereof.

As part of our overall capital allocation strategy, we plan to provide returns to shareholders in the form of dividends and share repurchases. Barring any significant or unforeseen business challenges, mergers or acquisitions, over the long-term, we are targeting shareholder returns of 70% of free cash flow, defined as net cash provided by operating activities less capital expenditures. We intend to continue to declare and pay quarterly dividends, with the goal of increasing the dividend over time, after giving consideration to our cash balances and expected results from operations. Our focus on funding our dividends while remaining committed to a strong investment grade balance sheet continues to be the foundation of our capital allocation strategy.

Cash Improvement Plan

In April 2025, to address ongoing macroeconomic volatility, we announced a Cash Improvement Plan targeting a $500 million run-rate in annualized savings. The Cash Improvement Plan includes three initiatives: (1) deferral of $100 million of capital spending; (2) $200 million reduction in working capital; and (3) fixed cost reductions of $200 million, excluding one-time implementation costs estimated to be less than $50 million. Working capital and fixed cost reductions are relative to our internal 2025 plan. We will continue to prioritize capital spending on maintenance and certain growth projects. Fixed cost reductions may be achieved through contract changes, reductions in employees and employee-related expenses or other means.

Cash and Liquid Investments

As of March 31, 2025, we had Cash and cash equivalents totaling $1,867 million, which includes $556 million in jurisdictions outside of the U.S., the majority of which is held within the United Kingdom. There are currently no legal or economic restrictions that would materially impede our transfers of cash.

Credit Arrangements

At March 31, 2025, we had total debt, including current maturities, of $11,220 million. Additionally, we had $185 million of outstanding letters of credit, bank guarantees and surety bonds issued under uncommitted credit facilities.

We had total unused availability under our credit facilities of $4,650 million at March 31, 2025, which included the following:

• $3,750 million under our $3,750 million Senior Revolving Credit Facility. This facility backs our $2,500 million commercial paper program. Availability under the facility is net of outstanding borrowings, outstanding letters of credit provided under the facility and notes issued under our commercial paper program. At March 31, 2025, we had no outstanding commercial paper and no borrowings or letters of credit outstanding under this facility; and

• $900 million under our $900 million U.S. Receivables Facility. Availability under this facility is subject to a borrowing base of eligible receivables, which is reduced by outstanding borrowings and letters of credit, if any. At March 31, 2025, we had no borrowings or letters of credit outstanding under this facility.

At any time and from time to time, we may repay or redeem our outstanding debt, including purchases of our outstanding bonds in the open market, through privately negotiated transactions or a combination thereof, in each case using cash and cash equivalents, cash from our short-term investments, cash from operating activities, proceeds from the issuance of debt or proceeds from asset divestitures. Any repayment or redemption of our debt will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. In connection with such repurchases or redemptions, we may incur cash and non-cash charges, which could be material in the period in which they are incurred.

Share Repurchases

In May 2024, our shareholders approved a proposal to authorize us to repurchase up to 34.0 million ordinary shares through November 24, 2025, which superseded any prior repurchase authorizations. Our share repurchase authorization does not have a stated dollar amount, and purchases may be made through open market purchases, private market transactions or other structured transactions. Repurchased shares could be retired or used for general corporate purposes, including for various employee benefit and compensation plans. The maximum number of shares that may yet be purchased is not necessarily an indication of the number of shares that will ultimately be purchased. In the first three months of 2025, we purchased approximately 1.5 million shares under our share repurchase authorizations for $110 million.

As of April 23, 2025, we had approximately 28.8 million shares remaining under the current authorization. The timing and amounts of additional shares repurchased, if any, will be determined based on our evaluation of market conditions and other factors, including any additional authorizations approved by our shareholders. For additional information related to our share repurchase authorizations, see Note 11 to the Consolidated Financial Statements.

CURRENT BUSINESS OUTLOOK

In the second quarter of 2025, we expect seasonal demand improvements across most businesses. U.S. natural gas and ethane feedstock costs have moderated and operations in Europe and Asia are benefiting from lower crude oil costs. Oxyfuels margins should improve with higher gasoline crack spreads during the summer driving season. In Europe, the rapid pace of capacity rationalization continues and is expected to improve regional supply and demand balances over the coming years. Additionally, more constructive approaches to European economic and regulatory policies are providing measured optimism. Despite economic uncertainty, global packaging demand should remain resilient in serving consumer needs for packaged food, healthcare and other essential everyday products.

We continue to monitor the direct and indirect effects of tariffs on our business amidst fluctuating trade policies. Our global supply network is mainly positioned to serve local demand. Approximately 75% of our polyethylene and polypropylene polymers are sold within domestic markets and not subject to direct impacts from tariffs. On a global scale, less than 10% of our polyolefin sales volumes are expected to experience direct effects from escalating tariffs and counter-tariffs related to U.S. trade.

To align with global demand and our planned maintenance, we expect second quarter operating rates of 85% for our O&P-Americas assets, 75% for our European O&P-EAI assets and 85% for our I&D assets.

ACCOUNTING AND REPORTING CHANGES

For a discussion of the potential impact of new accounting pronouncements on the Consolidated Financial Statements, see Note 2 to the Consolidated Financial Statements.

CAUTIONARY STATEMENT FOR THE PURPOSES OF THE “SAFE HARBOR” PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This report includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). You can identify our forward-looking statements by the words “anticipate,” “estimate,” “believe,” “continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,” “should,” “will,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target” and similar expressions.

We based forward-looking statements on our current expectations, estimates and projections of our business and the industries in which we operate. We caution you that these statements are not guarantees of future performance. They involve assumptions about future events that, while made in good faith, may prove to be incorrect, and involve risks and uncertainties we cannot predict. Our actual outcomes and results may differ materially from what we have expressed or forecast in the forward-looking statements. Any differences could result from a variety of factors, including the following:

• the cost of raw materials represents a substantial portion of our operating expenses, and energy costs generally follow price trends of crude oil, natural gas liquids and/or natural gas; price volatility can significantly affect our results of operations and we may be unable to pass raw material and energy cost increases on to our customers due to the significant competition that we face, the commodity nature of our products and the time required to implement pricing changes;

• our operations in the United States (“U.S.”) have benefited from low-cost natural gas and natural gas liquids; decreased availability of these materials (for example, from their export or regulations impacting hydraulic fracturing in the U.S.) could reduce the current benefits we receive;

• if crude oil prices are low relative to U.S. natural gas prices, we could see less benefit from low-cost natural gas and natural gas liquids and it could have a negative effect on our results of operations;

• industry production capacities and operating rates may lead to periods of oversupply and low profitability;

• we may face unplanned operating interruptions (including leaks, explosions, fires, weather-related incidents, mechanical failures, unscheduled downtime, supplier disruptions, labor shortages, strikes, work stoppages or other labor difficulties, transportation interruptions, spills and releases and other environmental incidents) at any of our facilities, which would negatively impact our operating results;

• changes in general economic, business, political and regulatory conditions in the countries or regions in which we operate could increase our costs through tariffs or otherwise, limit or disrupt trade, restrict our operations and reduce our operating results;

• our ability to execute our organic growth plans may be negatively affected by our ability to complete projects on time and on budget;

• the successful outcome of any strategic review of our assets, or our ability to acquire or dispose of product lines or businesses could disrupt our business and harm our financial condition;

• uncertainties associated with worldwide economies could create reductions in demand and pricing, as well as increased counterparty risks, which could reduce liquidity or cause financial losses resulting from counterparty default;

• the negative outcome of any legal, tax and environmental proceedings or changes in laws or regulations regarding legal, tax and environmental matters may increase our costs, reduce demand for our products, or otherwise limit our ability to achieve savings under current regulations;

• any loss or non-renewal of favorable tax treatment under tax agreements or tax treaties, or changes in tax laws, regulations or treaties, may substantially increase our tax liabilities;

• we may be required to reduce production or idle certain facilities because of the cyclical and volatile nature of the supply-demand balance in the chemical and refining industries, which would negatively affect our operating results;

• we rely on continuing technological innovation, and an inability to protect our technology, or others’ technological developments could negatively impact our competitive position;

• we have significant international operations, and fluctuations in exchange rates, valuations of currencies and our possible inability to access cash from operations in certain jurisdictions on a tax-efficient basis, if at all, could negatively affect our liquidity and our results of operations;

• we are subject to the risks of doing business at a global level, including wars, terrorist activities, political and economic instability and disruptions and changes in governmental policies, which could cause increased expenses, decreased demand or prices for our products and/or disruptions in operations, all of which could reduce our operating results;

• if we are unable to achieve our emission reduction, circularity, or other sustainability targets, it could result in reputational harm, changing investor sentiment regarding investment in our stock or a negative impact on our access to and cost of capital;

• our ability to execute and achieve expected results of our value enhancement program;

• if we are unable to comply with the terms of our credit facilities, indebtedness and other financing arrangements, those obligations could be accelerated, which we may not be able to repay; and

• we may be unable to incur additional indebtedness or obtain financing on terms that we deem acceptable, including for refinancing of our current obligations; higher interest rates and costs of financing would increase our expenses.

Any of these factors, or a combination of these factors, could materially affect our future results of operations and the ultimate accuracy of the forward-looking statements. Our management cautions against putting undue reliance on forward-looking statements or projecting any future results based on such statements or present or prior earnings levels.

All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section and any other cautionary statements that may accompany such forward-looking statements. Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements.

Our exposure to market and regulatory risks is described in Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2024. Our exposure to such risks has not changed materially in the three months ended March 31, 2025.

As of March 31, 2025, with the participation of our management, our Chief Executive Officer (principal executive officer) and our Chief Financial Officer (principal financial officer) carried out an evaluation, pursuant to Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended (the “Act”), of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Act). Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March 31, 2025.

There have been no changes in our internal controls over financial reporting, as defined in Rule 13a-15(f) of the Act, in the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

Information regarding our litigation and legal proceedings can be found in Note 10 to the Consolidated Financial Statements, which is incorporated into this Item 1 by reference.

There have been no material changes to the risk factors associated with our business previously disclosed in “Item 1A. Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, 2024.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On May 24, 2024, our shareholders approved a share repurchase authorization of up to 34,042,250 shares of our ordinary shares, through November 24, 2025, which superseded any prior repurchase authorizations. The maximum number of shares that may yet be purchased is not necessarily an indication of the number of shares that will ultimately be purchased.

Item 4. MINE SAFETY DISCLOSURES

Not applicable.

During the three months ended March 31, 2025, none of our Section 16 officers or directors adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”