Item 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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Item 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

LYONDELLBASELL INDUSTRIES N.V.

CONSOLIDATED STATEMENTS OF INCOME

Three Months Ended March 31,
Millions of dollars, except earnings per share20252024
Sales and other operating revenues:
Trade$7,528$8,136
Related parties149168
7,6778,304
Operating costs and expenses:
Cost of sales7,1287,200
Selling, general and administrative expenses401421
Research and development expenses3432
7,5637,653
Operating income114651
Interest expense(107)(127)
Interest income3041
Other income, net215
Income from continuing operations before equity investments and income taxes58570
Income (loss) from equity investments1(27)
Income from continuing operations before income taxes59543
Provision for income taxes36110
Income from continuing operations23433
Income from discontinued operations, net of tax15440
Net income177473
Dividends on redeemable non-controlling interests(2)(2)
Net income attributable to the Company shareholders$175$471
Earnings per share:
Net income attributable to the Company shareholders —
Basic
Continuing operations$0.06$1.32
Discontinued operations0.480.13
$0.54$1.45
Diluted
Continuing operations$0.06$1.31
Discontinued operations0.480.13
$0.54$1.44

See Notes to the Consolidated Financial Statements.

LYONDELLBASELL INDUSTRIES N.V.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three Months Ended March 31,
Millions of dollars20252024
Net income$177$473
Other comprehensive income (loss), net of tax –
Financial derivatives291
Defined benefit pension and other postretirement benefit plans(6)3
Foreign currency translations62(60)
Total other comprehensive income (loss), net of tax85(56)
Comprehensive income262417
Dividends on redeemable non-controlling interests(2)(2)
Comprehensive income attributable to the Company shareholders$260$415

See Notes to the Consolidated Financial Statements.

LYONDELLBASELL INDUSTRIES N.V.

CONSOLIDATED BALANCE SHEETS

Millions of dollarsMarch 31, 2025December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents$1,867$3,375
Restricted cash313
Accounts receivable:
Trade, net3,5583,121
Related parties234171
Inventories4,9304,658
Prepaid expenses and other current assets809928
Total current assets11,40112,266
Operating lease assets1,5171,467
Property, plant and equipment24,85324,174
Less: Accumulated depreciation(9,511)(9,108)
Property, plant and equipment, net15,34215,066
Equity investments4,1144,121
Goodwill1,5961,561
Intangible assets, net580577
Other assets639688
Total assets$35,189$35,746

See Notes to the Consolidated Financial Statements.

LYONDELLBASELL INDUSTRIES N.V.

CONSOLIDATED BALANCE SHEETS

Millions of dollars, except shares and par value dataMarch 31, 2025December 31, 2024
LIABILITIES, REDEEMABLE NON-CONTROLLING INTERESTS AND EQUITY
Current liabilities:
Current maturities of long-term debt$495$498
Short-term debt120119
Accounts payable:
Trade3,1233,220
Related parties539512
Accrued and other current liabilities1,9632,356
Total current liabilities6,2406,705
Long-term debt10,60510,532
Operating lease liabilities1,4441,419
Other liabilities2,0341,967
Deferred income taxes2,5312,535
Commitments and contingencies
Redeemable non-controlling interests114114
Shareholders’ equity:
Ordinary shares, €0.04 par value, 1,275 million shares authorized, 322,945,084 and 323,889,832 shares outstanding, respectively1919
Additional paid-in capital6,1326,150
Retained earnings9,0649,325
Accumulated other comprehensive loss(1,447)(1,532)
Treasury stock, at cost, 17,477,414 and 16,532,666 ordinary shares, respectively(1,559)(1,500)
Total Company share of shareholders’ equity12,20912,462
Non-controlling interests1212
Total equity12,22112,474
Total liabilities, redeemable non-controlling interests and equity$35,189$35,746

See Notes to the Consolidated Financial Statements.

LYONDELLBASELL INDUSTRIES N.V.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended March 31,
Millions of dollars20252024
Cash flows from operating activities:
Net income$177$473
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization323365
Amortization of debt-related costs22
Share-based compensation3534
Equity investments—
Equity (income) loss(1)27
Deferred income tax (benefit) provision(25)(9)
Changes in assets and liabilities that provided (used) cash:
Accounts receivable(440)(717)
Inventories(198)(108)
Accounts payable(78)196
Other, net(374)(377)
Net cash used in operating activities(579)(114)
Cash flows from investing activities:
Expenditures for property, plant and equipment(483)(483)
Proceeds from settlement of net investment hedges59—
Other, net(6)(27)
Net cash used in investing activities$(430)$(510)

See Notes to the Consolidated Financial Statements.

LYONDELLBASELL INDUSTRIES N.V.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended March 31,
Millions of dollars20252024
Cash flows from financing activities:
Repurchases of Company ordinary shares$(110)$—
Dividends paid - common stock(433)(408)
Issuance of long-term debt—744
Payments of debt issuance costs—(7)
Repayment of long-term debt—(775)
Other, net(4)34
Net cash used in financing activities(547)(412)
Effect of exchange rate changes on cash38(38)
(Decrease) increase in cash and cash equivalents and restricted cash(1,518)(1,074)
Cash and cash equivalents and restricted cash at beginning of period3,3883,405
Cash and cash equivalents and restricted cash at end of period$1,870$2,331

See Notes to the Consolidated Financial Statements.

LYONDELLBASELL INDUSTRIES N.V.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

Ordinary SharesAdditional Paid-in CapitalRetained EarningsAccumulated Other Comprehensive LossCompany Share of Shareholders’ EquityNon- Controlling Interests
Millions of dollarsIssuedTreasury
Balance, December 31, 2024$19$(1,500)$6,150$9,325$(1,532)$12,462$12
Net income———177—177—
Other comprehensive income————8585—
Share-based compensation—51(18)(1)—32—
Dividends - common stock ($1.34 per share)———(435)—(435)—
Dividends - redeemable non-controlling interests ($15.00 per share)———(2)—(2)—
Repurchases of Company ordinary shares—(110)———(110)—
Balance, March 31, 2025$19$(1,559)$6,132$9,064$(1,447)$12,209$12
Ordinary SharesAdditional Paid-in CapitalRetained EarningsAccumulated Other Comprehensive LossCompany Share of Shareholders’ EquityNon- Controlling Interests
Millions of dollarsIssuedTreasury
Balance, December 31, 2023$19$(1,450)$6,145$9,692$(1,476)$12,930$14
Net income———473—473—
Other comprehensive loss————(56)(56)—
Share-based compensation—78(33)(3)—42—
Dividends - common stock ($1.25 per share)———(408)—(408)—
Dividends - redeemable non-controlling interests ($15.00 per share)———(2)—(2)—
Balance, March 31, 2024$19$(1,372)$6,112$9,752$(1,532)$12,979$14

See Notes to the Consolidated Financial Statements.

LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

TABLE OF CONTENTS

Page
1.Basis of Presentation9
2.Accounting and Reporting Changes9
3Discontinued Operations10
4.Revenues10
5.Accounts Receivable11
6.Inventories11
7.Debt12
8.Financial Instruments and Fair Value Measurements14
9.Income Taxes17
10.Commitments and Contingencies17
11.Shareholders’ Equity and Redeemable Non-controlling Interests18
12.Per Share Data21
13.Segment and Related Information22

LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation

LyondellBasell Industries N.V. is a limited liability company (Naamloze Vennootschap) incorporated under Dutch law by deed of incorporation dated October 15, 2009. 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.”). LyondellBasell N.V. is a worldwide manufacturer of chemicals and polymers, a producer of gasoline blending components and a developer and licensor of technologies for the production of polymers.

The accompanying unaudited Consolidated Financial Statements have been prepared from the books and records of LyondellBasell N.V. in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X for interim financial information. Certain notes and other information have been condensed or omitted from the interim financial statements included in this report. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States (“U.S. GAAP”) for complete financial statements. These Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. In the opinion of management, all adjustments, including normal recurring adjustments, considered necessary for a fair statement have been included. These statements contain some amounts that are based upon management estimates and judgments. Future actual results could differ from such current estimates. The results for interim periods are not necessarily indicative of results for the entire year.

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.

2. Accounting and Reporting Changes

Recently Adopted Guidance

There were no new standards or Accounting Standard Updates (“ASU”) adopted in the quarter ended March 31, 2025, that had a material impact on the Consolidated Financial Statements.

Accounting Guidance Issued But Not Adopted as of March 31, 2025

Expense Disaggregation Disclosures—In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This guidance requires incremental disclosures about specific expense categories, including but not limited to, purchases of inventory, employee compensation, depreciation, amortization and selling expenses. The amendments are effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. While permitted, we do not plan to early adopt this guidance. The guidance may be applied either prospectively or retrospectively. The adoption of this ASU will not have a material impact on our Consolidated Financial Statements as the guidance relates only to disclosure.

Income Tax Disclosures—In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The guidance requires companies to disclose certain specific categories in the rate reconciliation and provide additional information for reconciling items that meet the quantitative threshold of 5% of the expected tax using the applicable statutory income tax rate. There is also a required disclosure to provide the net income taxes paid or received disaggregated by federal, state, and foreign taxes with jurisdictions to be separately disclosed if the jurisdiction is 5% or more of the total net income taxes paid or received. The guidance is effective for annual periods beginning after December 15, 2024. We will adopt the new guidance for our Income Tax Disclosures in the 2025 annual period. The adoption of this ASU will not have a material impact on our Consolidated Financial Statements as the guidance relates only to disclosure.

LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

3. Discontinued Operations

The following table presents components of discontinued operations:

Three Months Ended March 31,
Millions of dollars20252024
Sales and other operating revenues$1,199$2,090
Cost of sales1,0012,033
Selling, general and administrative expenses25
Operating income19652
Provision for income taxes4212
Income from discontinued operations, net of tax$154$40

4. Revenues

*Contract Balances—*Contract liabilities were $106 million and $117 million at March 31, 2025 and December 31, 2024, respectively. Revenue recognized in each reporting period that was included in the contract liability balance at the beginning of the period was immaterial.

*Disaggregation of Revenues—*The following table presents our revenues disaggregated by key products:

Three Months Ended March 31,
Millions of dollars20252024
Sales and other operating revenues:
Olefins and co-products$1,066$1,245
Polyethylene1,7781,898
Polypropylene1,5381,498
Propylene oxide and derivatives588602
Oxyfuels and related products1,1311,110
Intermediate chemicals541789
Compounding and solutions904960
Other131202
Total$7,677$8,304

LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

The following table presents our revenues disaggregated by geography, based upon the location of the customer:

Three Months Ended March 31,
Millions of dollars20252024
Sales and other operating revenues:
United States$2,855$3,167
Germany616660
China480606
Mexico409436
Italy327401
Japan318234
France265257
Poland203242
The Netherlands166185
Other2,0382,116
Total$7,677$8,304

5. Accounts Receivable

Accounts receivable are reflected in the Consolidated Balance Sheets, net of allowance for credit losses of $4 million as of March 31, 2025 and December 31, 2024.

6. Inventories

Inventories consisted of the following components:

Millions of dollarsMarch 31, 2025December 31, 2024
Finished goods$3,127$3,014
Work-in-process155145
Raw materials and supplies1,6481,499
Total inventories$4,930$4,658

During the first quarter of 2025, inventory liquidations associated with our exit from the refinery business generated a last-in, first-out (“LIFO”) benefit of $196 million, net of tax, or $0.61 per diluted share. This benefit is reflected in Income from discontinued operations, net of tax in the Consolidated Statements of Income.

LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

7. Debt

Long-term loans, notes and other debt, net of unamortized discount, debt issuance cost and cumulative fair value hedging adjustments, consisted of the following:

Millions of dollarsMarch 31, 2025December 31, 2024
Senior Notes due 2055, $1,000 million, 4.625% ($15 million of discount; $10 million of debt issuance cost)$975$975
Guaranteed Notes due 2027, $300 million, 8.1%300300
Issued by LYB International Finance B.V.:
Guaranteed Notes due 2043, $750 million, 5.25% ($18 million of discount; $6 million of debt issuance cost)726726
Guaranteed Notes due 2044, $1,000 million, 4.875% ($9 million of discount; $8 million of debt issuance cost)983983
Issued by LYB International Finance II B.V.:
Guaranteed Notes due 2026, €500 million, 0.875% ($1 million of debt issuance cost)536515
Guaranteed Notes due 2027, $1,000 million, 3.5% ($2 million of discount; $1 million of debt issuance cost)586584
Guaranteed Notes due 2031, €500 million, 1.625% ($3 million of discount; $2 million of debt issuance cost)533514
Issued by LYB International Finance III LLC:
Guaranteed Notes due 2025, $500 million, 1.25%489487
Guaranteed Notes due 2030, $500 million, 3.375% ($1 million of debt issuance cost)126123
Guaranteed Notes due 2030, $500 million, 2.25% ($2 million of discount; $3 million of debt issuance cost)476473
Guaranteed Notes due 2033, $500 million, 5.625% ($5 million of debt issuance cost)495495
Guaranteed Notes due 2034, $750 million, 5.5% ($5 million of discount, $7 million of debt issuance cost)738738
Guaranteed Notes due 2040, $750 million, 3.375% ($1 million of discount; $7 million of debt issuance cost)742742
Guaranteed Notes due 2049, $1,000 million, 4.2% ($13 million of discount; $10 million of debt issuance cost)977976
Guaranteed Notes due 2050, $1,000 million, 4.2% ($6 million of discount; $10 million of debt issuance cost)983982
Guaranteed Notes due 2051, $1,000 million, 3.625% ($2 million of discount; $10 million of debt issuance cost)932918
Guaranteed Notes due 2060, $500 million, 3.8% ($4 million of discount; $5 million of debt issuance cost)485482
Other1817
Total11,10011,030
Less current maturities(495)(498)
Long-term debt$10,605$10,532

LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

Fair value hedging adjustments associated with the fair value hedge accounting of our fixed-for-floating interest rate swaps for the applicable periods are as follows:

Gains (Losses)Cumulative Fair Value Hedging Adjustments Included in Carrying Amount of Debt
Three Months Ended March 31,March 31,December 31,
Millions of dollars2025202420252024
Guaranteed Notes due 2025, 1.25%$(1)$—$3$4
Guaranteed Notes due 2026, 0.875%——44
Guaranteed Notes due 2027, 3.5%(3)425
Guaranteed Notes due 2030, 3.375%(3)31518
Guaranteed Notes due 2030, 2.25%(2)31921
Guaranteed Notes due 2031, 1.625%2131
Guaranteed Notes due 2050, 4.2%(1)(2)12
Guaranteed Notes due 2051, 3.625%(14)115670
Guaranteed Notes due 2060, 3.8%(3)369
Total$(25)$23$109$134

Fair value adjustments are recognized in Interest expense in the Consolidated Statements of Income.

Long-Term Debt

Senior Revolving Credit Facility—Our $3,750 million senior unsecured revolving credit facility (the “Senior Revolving Credit Facility”), which expires in July 2029, may be used for dollar and euro denominated borrowings. The facility also supports our commercial paper program, has a $200 million sub-limit for dollar and euro denominated letters of credit and a $1,000 million uncommitted accordion feature. Borrowings under the facility bear interest at either a base rate, secured overnight financing rate or EURIBOR rate, plus an applicable margin. Additional fees are incurred for the average daily unused commitments. At March 31, 2025, we had no borrowings or letters of credit outstanding and $3,750 million of unused availability under this facility.

Short-Term Debt

U.S. Receivables Facility—Our U.S. Receivables Facility, which expires in June 2025, has a purchase limit of $900 million in addition to a $300 million uncommitted accordion feature. This facility provides liquidity through the sale or contribution of trade receivables by certain of our U.S. subsidiaries to a wholly owned, bankruptcy-remote subsidiary on an ongoing basis and without recourse. We pay variable interest rates on our secured borrowings. Additional fees are incurred for the average daily unused commitments. This facility also provides for the issuance of letters of credit up to $200 million. At March 31, 2025, we had no borrowings or letters of credit outstanding and $900 million unused availability under this facility.

Commercial Paper Program—We have a commercial paper program under which we may issue up to $2,500 million of privately placed, unsecured, short-term promissory notes (“commercial paper”). At March 31, 2025, we had no borrowings of outstanding commercial paper.

Precious Metal Financings—At March 31, 2025 and December 31, 2024, we had $120 million and $119 million, respectively, of Short-term debt related to our precious metal financings.

LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

Weighted Average Interest Rate—At March 31, 2025 and December 31, 2024, our weighted average interest rates on outstanding Short-term debt were 1.3% and 1.1%, respectively.

Additional Information

Debt Compliance—As of March 31, 2025, we are in compliance with our debt covenants.

8. Financial Instruments and Fair Value Measurements

We are exposed to market risks, such as changes in commodity pricing, interest rates and currency exchange rates. To manage the volatility related to these exposures, we selectively enter into derivative contracts pursuant to our risk management policies.

Financial Instruments Measured at Fair Value on a Recurring Basis—The following table summarizes financial instruments outstanding for the periods presented that are measured at fair value on a recurring basis:

Fair Value
Millions of dollarsMarch 31, 2025December 31, 2024Balance Sheet Classification
Assets–
Derivatives designated as hedges:
Commodities$38$14Prepaid expenses and other current assets
Commodities67Other assets
Foreign currency44146Prepaid expenses and other current assets
Foreign currency—66Other assets
Interest rates2816Prepaid expenses and other current assets
Derivatives not designated as hedges:
Commodities218Prepaid expenses and other current assets
Commodities—2Other assets
Foreign currency516Prepaid expenses and other current assets
Total$123$285
Liabilities–
Derivatives designated as hedges:
Commodities$3$14Accrued and other current liabilities
Commodities35Other liabilities
Foreign currency119Accrued and other current liabilities
Foreign currency15—Other liabilities
Interest rates2836Accrued and other current liabilities
Interest rates122146Other liabilities
Derivatives not designated as hedges:
Commodities2611Accrued and other current liabilities
Foreign currency51Accrued and other current liabilities
Total$213$222

LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

The financial instruments in the table above are classified as Level 2. We present the gross assets and liabilities of our derivative financial instruments on the Consolidated Balance Sheets.

Financial Instruments Not Measured at Fair Value on a Recurring Basis—The following table presents the carrying value and estimated fair value of our short-term precious metal financings and Long-term debt:

March 31, 2025December 31, 2024
Millions of dollarsCarrying ValueFair ValueCarrying ValueFair Value
Precious metal financings$120$140$119$122
Long-term debt10,5939,10610,5219,048
Total$10,713$9,246$10,640$9,170

The financial instruments in the table above are classified as Level 2. Our other financial instruments classified within Current assets and Current liabilities have a short maturity and their carrying value approximates fair value.

Derivative Instruments:

Commodity Prices—The following table presents the notional amounts of our outstanding commodity derivative instruments:

Notional AmountUnit of MeasureMaturity Date
Millions of unitsMarch 31, 2025December 31, 2024
Derivatives designated as hedges:
Natural gas6262MMBtu2025 to 2028
Ethane1214Bbls2025 to 2027
Power1—MWhs2025 to 2028
Derivatives not designated as hedges:
Refined products56Bbls2025 to 2026

Interest Rates—The following table presents the notional amounts of our outstanding interest rate derivative instruments:

Notional Amount
Millions of dollarsMarch 31, 2025December 31, 2024Maturity Date
Fair value hedges$2,166$2,1582025 to 2031

LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

Foreign Currency Rates—The following table presents the notional amounts of our outstanding foreign currency derivative instruments:

Notional Amount
Millions of dollarsMarch 31, 2025December 31, 2024Maturity Date
Net investment hedges$3,004$3,2562025 to 2030
Cash flow hedges2943002027
Not designated9437722025 to 2026

Impact on Earnings and Other Comprehensive Income (Loss)—The following tables summarize the pre-tax effect of derivative instruments recorded in Accumulated other comprehensive loss (“AOCI”), the gains (losses) reclassified from AOCI to earnings and additional gains (losses) recognized directly in earnings:

Effects of Financial Instruments
Three Months Ended March 31,
Balance SheetIncome Statement
Gain (Loss) Recognized in AOCIGain (Loss) Reclassified to Income from AOCIAdditional Gain (Loss) Recognized in IncomeIncome Statement
Millions of dollars202520242025202420252024Classification
Derivatives designated as hedges:
Commodities$—$(2)$—$1$—$—Sales and other operating revenues
Commodities37(48)(2)38——Cost of sales
Foreign currency(119)9511(28)1219Interest expense
Interest rates—111113(45)Interest expense
Derivatives not designated as hedges:
Commodities—————(1)Sales and other operating revenues
Commodities————(19)1Cost of sales
Commodities————8(7)Income from discontinued operations, net of tax
Foreign currency————(29)8Other income (expense), net
Total$(82)$56$10$12$(15)$(25)

As of March 31, 2025, on a pre-tax basis, $5 million is scheduled to be reclassified from AOCI as an increase to Interest expense over the next twelve months.

Other Financial Instruments:

Cash and Cash Equivalents—At March 31, 2025 and December 31, 2024, we had marketable securities classified as Cash and cash equivalents of $1,161 million and $2,610 million, respectively.

LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

9. Income Taxes

For interim tax reporting, we estimate an annual effective tax rate which is applied to the year-to-date ordinary income. Tax effects of significant, unusual, or infrequently occurring items are excluded from the estimated annual effective tax rate calculation and recognized in the interim period in which they occur. Our effective income tax rate fluctuates based on, among other factors, changes in pre-tax income in countries with varying statutory tax rates, changes in valuation allowances, changes in foreign exchange gains or losses, the amount of exempt income, changes in unrecognized tax benefits associated with uncertain tax positions and changes in tax laws.

Our exempt income primarily includes interest income, export incentives, and equity earnings of joint ventures. Interest income earned by certain of our subsidiaries through intercompany financings is taxed at rates substantially lower than the U.S. statutory rate. Export incentives relate to tax benefits derived from elections and structures available for U.S. exports. Equity earnings attributable to the earnings of our joint ventures, when paid through dividends to certain European subsidiaries, are exempt from all or portions of normal statutory income tax rates. We currently anticipate the favorable treatment for interest income, dividends, and export incentives to continue in the current year based on current law. The United Kingdom, as well as certain other jurisdictions in which we operate, enacted legislation implementing the Organization for Economic Cooperation and Development’s Pillar Two Model Rules effective as of January 1, 2024. This legislation did not have a material impact on the Consolidated Financial Statements, however, we continue to assess and monitor legislative changes.

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.

10. Commitments and Contingencies

Commitments—We have various purchase commitments for materials, supplies and services incidental to the ordinary conduct of business, generally for quantities required for our businesses and at prevailing market prices. These commitments are designed to ensure sources of supply and are not expected to be in excess of normal requirements. Additionally, we have capital expenditure commitments, which we incur in our normal course of business.

Financial Assurance Instruments—We have obtained letters of credit, performance and surety bonds and have issued financial and performance guarantees to support trade payables, potential liabilities and other obligations. Considering the frequency of claims made against the financial instruments we use to support our obligations, and the magnitude of those financial instruments in light of our current financial position, management does not expect that any claims against or draws on these instruments would have a material adverse effect on the Consolidated Financial Statements. We have not experienced any unmanageable difficulties in obtaining the required financial assurance instruments for our current operations.

Environmental Remediation—Accrued liabilities for future environmental remediation costs at current and former plant sites and other remediation sites totaled $135 million and $140 million as of March 31, 2025 and December 31, 2024, respectively. At March 31, 2025, the accrued liabilities for individual sites range from less than $1 million to $42 million. The remediation expenditures are expected to occur over a number of years and are not concentrated in any single year. In our opinion, it is reasonably possible that losses in excess of the liabilities recorded may have been incurred. However, we cannot estimate any amount or range of such possible additional losses. New information about sites, new technology or future developments, such as involvement in investigations by regulatory agencies, could require us to reassess our potential exposure related to environmental matters.

LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

Indemnification—We are parties to various indemnification arrangements, including arrangements entered into in connection with acquisitions, divestitures and the formation and dissolution of joint ventures. Pursuant to these arrangements, we provide indemnification to and/or receive indemnification from other parties in connection with liabilities that may arise in connection with the transactions and in connection with activities prior to completion of the transactions. These indemnification arrangements typically include provisions pertaining to third-party claims relating to environmental and tax matters and various types of litigation. As of March 31, 2025, we had not accrued any significant amounts for our indemnification obligations, and we are not aware of other circumstances that would likely lead to significant future indemnification obligations. We cannot determine with certainty the potential amount of future payments under the indemnification arrangements until events arise that would trigger a liability under the arrangements.

As part of our technology licensing contracts, we give indemnifications to our licensees for liabilities arising from possible patent infringement claims with respect to certain proprietary licensed technologies. Such indemnifications have a stated maximum amount and generally cover a period of 5 to 10 years.

*Legal Proceedings—*We are subject to various lawsuits and claims, including but not limited to, matters involving contract disputes, tort claims, and regulatory disputes alleging environmental damages, personal injury and/or property damage, some of which are covered by insurance. We vigorously defend ourselves and prosecute these matters as appropriate.

Our legal organization applies its knowledge, experience and professional judgment to the specific characteristics of our cases, employing a litigation management process to manage and monitor legal proceedings in which we are a party. Our process facilitates the early evaluation and quantification of potential exposures in individual cases. This process also enables us to track those cases that have been scheduled for trial, mediation or other resolution. We regularly assess the adequacy of legal accruals based on our professional judgment, experience and the information available regarding our cases.

Based on consideration of all relevant facts and circumstances, we do not believe the ultimate outcome of any currently pending lawsuit or claim against us will have a material adverse effect upon our operations, financial condition or Consolidated Financial Statements.

11. Shareholders’ Equity and Redeemable Non-controlling Interests

Shareholders’ Equity

Dividend Distributions—The following table summarizes the quarterly dividends paid in the period presented:

Millions of dollars, except per share amountsDividend Per Ordinary ShareAggregate Dividends PaidDate of Record
March 2025$1.34$433March 10, 2025

Share Repurchase Authorization—In May 2024, our shareholders approved a proposal to authorize us to repurchase up to 34.0 million ordinary shares, through November 24, 2025 (“2024 Share Repurchase Authorization”), which superseded any prior repurchase authorizations. The timing and amount of these repurchases, which are determined based on our evaluation of market conditions and other factors, may be executed from time to time through open market or privately negotiated transactions. The repurchased shares, which are recorded at cost, are classified as Treasury stock and may be retired or used for general corporate purposes, including for various employee benefit and compensation plans.

LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

The following table summarizes our share repurchase activity for the periods presented:

Millions of dollars, except shares and per share amountsShares RepurchasedAverage Purchase Price Per ShareTotal Purchase Price, Including Commissions and Fees
For the three months ended March 31, 2025:
2024 Share Repurchase Authorization1,485,648$74.29$110

Total cash paid for share repurchases for the three months ended March 31, 2025 was $110 million. We had no share repurchases for the three months ended March 31, 2024. Cash payments made during the reporting period may differ from the total purchase price, including commissions and fees, due to the timing of payments.

Ordinary Shares—The changes in the outstanding amounts of ordinary shares are as follows:

Three Months Ended March 31,
20252024
Ordinary shares outstanding:
Beginning balance323,889,832324,483,402
Share-based compensation424,241803,335
Employee stock purchase plan116,65979,096
Purchase of ordinary shares(1,485,648)—
Ending balance322,945,084325,365,833

*Treasury Shares—*The changes in the amounts of treasury shares held by the Company are as follows:

Three Months Ended March 31,
20252024
Ordinary shares held as treasury shares:
Beginning balance16,532,66615,939,096
Share-based compensation(424,241)(803,335)
Employee stock purchase plan(116,659)(79,096)
Purchase of ordinary shares1,485,648—
Ending balance17,477,41415,056,665

LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

Accumulated Other Comprehensive Loss—The components of, and after-tax changes in, Accumulated other comprehensive loss as of and for the three months ended March 31, 2025 and 2024 are presented in the following tables. Foreign Currency Translation Adjustment below includes currency translation adjustments as well as the effect of net investment hedges:

Millions of dollarsFinancial DerivativesDefined Benefit Pension and Other Postretirement Benefit PlansForeign Currency Translation AdjustmentsTotal
December 31, 2024$(111)$(281)$(1,140)$(1,532)
Other comprehensive income (loss) before reclassifications27(3)3357
Tax (expense) benefit before reclassifications(5)12925
Amounts reclassified from accumulated other comprehensive loss10(5)—5
Tax (expense) benefit(3)1—(2)
Net other comprehensive income (loss)29(6)6285
Balance – March 31, 2025$(82)$(287)$(1,078)$(1,447)
Millions of dollarsFinancial DerivativesDefined Benefit Pension and Other Postretirement Benefit PlansForeign Currency Translation AdjustmentsTotal
Balance – December 31, 2023$(226)$(279)$(971)$(1,476)
Other comprehensive loss before reclassifications(12)—(43)(55)
Tax benefit (expense) before reclassifications2—(17)(15)
Amounts reclassified from accumulated other comprehensive loss124—16
Tax expense(1)(1)—(2)
Net other comprehensive income (loss)13(60)(56)
Balance – March 31, 2024$(225)$(276)$(1,031)$(1,532)

LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

The amounts reclassified out of each component of Accumulated other comprehensive loss are as follows:

Three Months Ended March 31,Affected Line Item on the Consolidated Statements of Income
Millions of dollars20252024
Reclassification adjustments for:
Financial derivatives:
Commodities$—$1Sales and other operating revenues
Commodities(2)38Cost of sales
Foreign currency11(28)Interest expense
Interest rates11Interest expense
Income tax expense(3)(1)Provision for income taxes
Financial derivatives, net of tax711
Amortization of defined pension items:
Actuarial loss33Other income, net
Prior service cost11Other income, net
Curtailment gain(9)—Income from discontinued operations, net of tax
Income tax benefit (expense)1(1)Provision for income taxes
Defined pension items, net of tax(4)3
Total reclassifications, before tax516
Income tax expense(2)(2)Provision for income taxes
Total reclassifications, after tax$3$14Amount included in net income

Redeemable Non-controlling Interests

Our redeemable non-controlling interests relate to shares of cumulative perpetual special stock (“redeemable non-controlling interest stock”) issued by a consolidated subsidiary. As of March 31, 2025 and December 31, 2024, we had 113,053 shares of redeemable non-controlling interest stock outstanding. These shares may be redeemed at any time at the discretion of the holders.

In January 2025, we paid cash dividends of $15.00 per share to our redeemable non-controlling interest shareholders of record as of January 15, 2025. These dividends totaled $2 million for the three month periods ended March 31, 2025 and 2024.

12. Per Share Data

Basic earnings per share is based upon the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share includes the effect of certain stock options and other equity-based compensation awards. Our unvested restricted stock units contain non-forfeitable rights to dividend equivalents and are considered participating securities. We compute basic and diluted earnings per share under the two-class method.

LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

Earnings per share data is as follows:

Three Months Ended March 31,
20252024
Millions of dollarsContinuing OperationsDiscontinued OperationsContinuing OperationsDiscontinued Operations
Net income (loss)$23$154$433$40
Dividends on redeemable non-controlling interests(2)—(2)—
Net income attributable to participating securities(2)—(1)—
Net income (loss) attributable to ordinary shareholders – basic and diluted$19$154$430$40
Millions of shares, except per share amounts
Basic weighted average common stock outstanding324324325325
Effect of dilutive securities——11
Potential dilutive shares324324326326
Earnings per share:
Basic$0.06$0.48$1.32$0.13
Diluted$0.06$0.48$1.31$0.13

13. Segment and Related Information

Our operations are managed by senior executives who report to our Chief Executive Officer, the chief operating decision maker. Discrete financial information is available for each of the segments. The Chief Executive Officer uses EBITDA as the primary measure for reviewing the profitability of our segments and allocating resources to the segments. We define EBITDA as net income before interest, income taxes, and depreciation and amortization. Our chief operating decision maker does not receive information about total assets by reportable segment.

The activities of each of our segments from which they earn revenues and incur expenses are described below:

  • Olefins and Polyolefins-Americas (“O&P-Americas”). Our O&P-Americas segment produces and markets olefins and co-products, polyethylene and polypropylene.

  • Olefins and Polyolefins-Europe, Asia, International (“O&P-EAI”). Our O&P-EAI segment produces and markets olefins and co-products, polyethylene and polypropylene.

  • Intermediates and Derivatives (“I&D”). Our I&D segment produces and markets propylene oxide and its derivatives; oxyfuels and related products; and intermediate chemicals such as styrene monomer and acetyls.

  • Advanced Polymer Solutions (“APS”). Our APS segment produces and markets compounding and solutions, such as polypropylene compounds, engineered plastics, masterbatches, engineered composites, colors and powders.

  • Technology. Our Technology segment develops and licenses chemical and polyolefin process technologies and manufactures and sells polyolefin catalysts.

LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

“Other” includes 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 benefit costs other than service costs. Sales between segments are made at prices approximating prevailing market prices.

Summarized financial information concerning reportable segments is shown in the following tables for the periods presented:

Three Months Ended March 31, 2025
Millions of dollarsO&P– AmericasO&P– EAII&DAPSTechnologyOtherTotal
Sales and other operating revenues:
Customers$1,957$2,435$2,282$904$99$—$7,677
Intersegment52416516421(730)—
2,4812,6002,298908120(730)7,677
Less:
Cost of sales2,2732,5102,23380044(732)7,128
(Income) loss from equity investments(7)6————(1)
Other items1191067082343414
Add:
Depreciation and amortization expense15539992010—323
EBITDA$251$17$94$46$52$(1)$459
Capital expenditures$216$124$91$30$22$—$483
Three Months Ended March 31, 2024
Millions of dollarsO&P– AmericasO&P– EAII&DAPSTechnologyOtherTotal
Sales and other operating revenues:
Customers$2,087$2,562$2,527$960$168$—$8,304
Intersegment78418359524(1,055)—
2,8712,7452,586965192(1,055)8,304
Less:
Cost of sales2,4002,6432,30086152(1,056)7,200
(Income) loss from equity investments(9)324———27
Other items1101087089339419
Add:
Depreciation and amortization expense151521002011—334
EBITDA$521$14$312$35$118$(8)$992
Capital expenditures$181$87$142$23$24$1$458

LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

Other items include Selling, general and administrative (“SG&A”) expenses, Research and development expenses, and Other income (expense), net.

A reconciliation of EBITDA to Income from continuing operations before income taxes is shown in the following table for each of the periods presented. Indirect SG&A expense reallocation to continuing operations represents corporate SG&A expense which were previously allocated to the refining segment:

Three Months Ended March 31,
Millions of dollars20252024
EBITDA:
Total segment EBITDA$460$1,000
Other EBITDA(1)(8)
Less:
Depreciation and amortization expense(323)(334)
Interest expense(107)(127)
Indirect SG&A expense reallocation to continuing operations—(29)
Add:
Interest income3041
Income from continuing operations before income taxes$59$543

*Closure of European PO Joint Venture—*In March 2025, we announced our plans to permanently close the Propylene Oxide Styrene Monomer (POSM) production unit at the Maasvlakte site in the Netherlands. The Maasvlakte site is a joint venture between us and Covestro (our “European PO Joint Venture”). The joint venture was formed solely for the benefit of the partners and does not manufacture for any other parties. We report the cost of our product off-take as Inventory and the equity loss as Cost of sales in our Consolidated Financial Statements.

As of December 31, 2024, the book value of the European PO Joint Venture was immaterial largely due to asset impairments recognized during 2023. We will carry out a process to safely shut down and prepare for the demolition of the asset. We estimate our portion of the total shutdown costs will be approximately $215 million and will be incurred through 2027. During the first quarter of 2025 we incurred $117 million of shutdown costs.

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