Item 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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Item 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

LYONDELLBASELL INDUSTRIES N.V.

CONSOLIDATED STATEMENTS OF (LOSS) INCOME


	Three Months Ended September 30,				Nine Months Ended September 30,
Millions of dollars, except earnings per share	2025		2024		2025		2024
Sales and other operating revenues:
Trade	$	7,585	$	8,442	$	22,616	$	25,096
Related parties	142		162		446		490
	7,727		8,604		23,062		25,586
Operating costs and expenses:
Cost of sales	6,821		7,303		20,820		21,747
Goodwill impairments	972		—		972		—
Other impairments	230		5		262		5
Selling, general and administrative expenses	401		400		1,237		1,223
Research and development expenses	34		31		103		96
	8,458		7,739		23,394		23,071
Operating (loss) income	(731)		865		(332)		2,515
Interest expense	(130)		(118)		(355)		(365)
Interest income	21		36		72		114
(Loss) gain on sale of business	(6)		—		(6)		293
Other (expense) income, net	(2)		14		48		28
(Loss) income from continuing operations before equity investments and income taxes	(848)		797		(573)		2,585
Loss from equity investments	(8)		(20)		—		(66)
(Loss) income from continuing operations before income taxes	(856)		777		(573)		2,519
(Benefit from) provision for income taxes	(27)		151		78		514
(Loss) income from continuing operations	(829)		626		(651)		2,005
(Loss) income from discontinued operations, net of tax	(61)		(53)		53		(35)
Net (loss) income	(890)		573		(598)		1,970


Dividends on redeemable non-controlling interests	(2)		(2)		(5)		(5)
Net (loss) income attributable to the Company shareholders	$	(892)	$	571	$	(603)	$	1,965

(Loss) earnings per share:
Net (loss) income attributable to the Company shareholders —
Basic
Continuing operations	$	(2.58)	$	1.92	$	(2.05)	$	6.13
Discontinued operations	(0.19)		(0.16)		0.16		(0.11)
	$	(2.77)	$	1.76	$	(1.89)	$	6.02
Diluted
Continuing operations	$	(2.58)	$	1.91	$	(2.05)	$	6.11
Discontinued operations	(0.19)		(0.16)		0.16		(0.11)
	$	(2.77)	$	1.75	$	(1.89)	$	6.00

See Notes to the Consolidated Financial Statements.

LYONDELLBASELL INDUSTRIES N.V.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME


	Three Months Ended September 30,				Nine Months Ended September 30,
Millions of dollars	2025		2024		2025		2024
Net (loss) income	$	(890)	$	573	$	(598)	$	1,970
Other comprehensive income, net of tax –
Financial derivatives	(4)		12		(10)		62

Defined benefit pension and other postretirement benefit plans	3		3		(1)		10
Foreign currency translations	1		134		190		30
Total other comprehensive income, net of tax	—		149		179		102
Comprehensive (loss) income	(890)		722		(419)		2,072
Dividends on redeemable non-controlling interests	(2)		(2)		(5)		(5)

Comprehensive (loss) income attributable to the Company shareholders	$	(892)	$	720	$	(424)	$	2,067

See Notes to the Consolidated Financial Statements.

LYONDELLBASELL INDUSTRIES N.V.

CONSOLIDATED BALANCE SHEETS


Millions of dollars	September 30, 2025		December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	1,784	$	3,375
Restricted cash	17		13

Accounts receivable:
Trade, net	2,822		3,121
Related parties	200		171
Inventories	4,409		4,658
Prepaid expenses and other current assets	723		928
Assets held for sale	802		—
Total current assets	10,757		12,266
Operating lease assets	1,472		1,467
Property, plant and equipment	25,515		24,174
Less: Accumulated depreciation	(9,815)		(9,108)
Property, plant and equipment, net	15,700		15,066
Equity investments	4,040		4,121
Goodwill	708		1,561
Intangible assets, net	453		577
Other assets	657		688
Total assets	$	33,787	$	35,746

See Notes to the Consolidated Financial Statements.

LYONDELLBASELL INDUSTRIES N.V.

CONSOLIDATED BALANCE SHEETS


Millions of dollars, except shares and par value data	September 30, 2025		December 31, 2024
LIABILITIES, REDEEMABLE NON-CONTROLLING INTERESTS AND EQUITY
Current liabilities:
Current maturities of long-term debt	$	1,079	$	498
Short-term debt	137		119
Accounts payable:
Trade	2,428		3,220
Related parties	500		512
Accrued and other current liabilities	2,090		2,356
Liabilities held for sale	618		—
Total current liabilities	6,852		6,705
Long-term debt	10,640		10,532
Operating lease liabilities	1,360		1,419
Other liabilities	1,916		1,967
Deferred income taxes	2,295		2,535
Commitments and contingencies
Redeemable non-controlling interests	114		114
Shareholders’ equity:
Ordinary shares, €0.04 par value, 1,275 million shares authorized, 321,832,679 and 323,889,832 shares outstanding, respectively	19		19
Additional paid-in capital	6,144		6,150
Retained earnings	7,399		9,325
Accumulated other comprehensive loss	(1,353)		(1,532)
Treasury stock, at cost, 18,589,819 and 16,532,666 ordinary shares, respectively	(1,610)		(1,500)
Total Company share of shareholders’ equity	10,599		12,462
Non-controlling interests	11		12
Total equity	10,610		12,474
Total liabilities, redeemable non-controlling interests and equity	$	33,787	$	35,746

See Notes to the Consolidated Financial Statements.

LYONDELLBASELL INDUSTRIES N.V.

CONSOLIDATED STATEMENTS OF CASH FLOWS


	Nine Months Ended September 30,
Millions of dollars	2025		2024
Cash flows from operating activities:
Net (loss) income	$	(598)	$	1,970
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization	1,005		1,133
Impairments	1,234		5
Amortization of debt-related costs	8		9

Share-based compensation	70		71

Equity investments—
Equity loss	—		66
Distributions of earnings, net of tax	30		96

Deferred income tax benefit	(193)		(79)
Loss (gain) on sale of business	6		(293)
Changes in assets and liabilities that provided (used) cash:
Accounts receivable	131		(413)
Inventories	64		(433)
Accounts payable	(583)		(217)

Other, net	(419)		(11)
Net cash provided by operating activities	755		1,904
Cash flows from investing activities:
Expenditures for property, plant and equipment	(1,428)		(1,335)




Payment for acquisition of equity method investments	(11)		(539)
Proceeds from sale of business	4		700
Proceeds from settlement of net investment hedges	902		463
Payments for settlement of net investment hedges	(877)		(445)
Other, net	37		(150)
Net cash used in investing activities	$	(1,373)	$	(1,306)

See Notes to the Consolidated Financial Statements.

LYONDELLBASELL INDUSTRIES N.V.

CONSOLIDATED STATEMENTS OF CASH FLOWS


	Nine Months Ended September 30,
Millions of dollars	2025		2024
Cash flows from financing activities:
Repurchases of Company ordinary shares	$	(201)	$	(117)
Dividends paid - common stock	(1,321)		(1,283)

Issuance of long-term debt	499		744
Payments of debt issuance costs	(5)		(10)
Repayment of long-term debt	—		(775)





Proceeds from settlement of cash flow hedges	—		882
Payments for settlement of cash flow hedges	—		(835)


Other, net	(18)		17
Net cash used in financing activities	(1,046)		(1,377)
Effect of exchange rate changes on cash	77		9
Decrease in cash and cash equivalents and restricted cash	(1,587)		(770)
Cash and cash equivalents and restricted cash at beginning of period	3,388		3,405
Cash and cash equivalents and restricted cash at end of period	$	1,801	$	2,635

See Notes to the Consolidated Financial Statements.

LYONDELLBASELL INDUSTRIES N.V.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY


	Ordinary Shares				Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Company Share of Shareholders’ Equity		Non- Controlling Interests
Millions of dollars	Issued		Treasury
Balance, June 30, 2025	$	19	$	(1,628)	$	6,139	$	8,732	$	(1,353)	$	11,909	$	12
Net loss	—		—		—		(890)		—		(890)		—

Share-based compensation	—		18		5		2		—		25		—
Dividends - common stock ($1.37 per share)	—		—		—		(443)		—		(443)		—

Dividends - redeemable non-controlling interests ($15.00 per share)	—		—		—		(2)		—		(2)		—


Distributions to non-controlling interests	—		—		—		—		—		—		(1)

Balance, September 30, 2025	$	19	$	(1,610)	$	6,144	$	7,399	$	(1,353)	$	10,599	$	11


	Ordinary Shares				Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Company Share of Shareholders’ Equity		Non- Controlling Interests
Millions of dollars	Issued		Treasury
Balance, June 30, 2024	$	19	$	(1,402)	$	6,122	$	10,233	$	(1,523)	$	13,449	$	14
Net income	—		—		—		573		—		573		—
Other comprehensive income	—		—		—		—		149		149		—
Share-based compensation	—		10		17		(1)		—		26		—
Dividends - common stock ($1.34 per share)	—		—		—		(437)		—		(437)		—

Dividends - redeemable non-controlling interests ($15.00 per share)	—		—		—		(2)		—		(2)		—
Repurchases of Company ordinary shares	—		(42)		—		—		—		(42)		—

Distributions to non-controlling interests	—		—		—		—		—		—		(2)
Balance, September 30, 2024	$	19	$	(1,434)	$	6,139	$	10,366	$	(1,374)	$	13,716	$	12


	Ordinary Shares				Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Company Share of Shareholders’ Equity		Non- Controlling Interests
Millions of dollars	Issued		Treasury
Balance, December 31, 2024	$	19	$	(1,500)	$	6,150	$	9,325	$	(1,532)	$	12,462	$	12
Net loss	—		—		—		(598)		—		(598)		—
Other comprehensive income	—		—		—		—		179		179		—
Share-based compensation	—		91		(6)		(2)		—		83		—
Dividends - common stock ($4.08 per share)	—		—		—		(1,321)		—		(1,321)		—

Dividends - redeemable non-controlling interests ($45.00 per share)	—		—		—		(5)		—		(5)		—
Repurchases of Company ordinary shares	—		(201)		—		—		—		(201)		—

Distributions to non-controlling interests	—		—		—		—		—		—		(1)

Balance, September 30, 2025	$	19	$	(1,610)	$	6,144	$	7,399	$	(1,353)	$	10,599	$	11


	Ordinary Shares				Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Company Share of Shareholders’ Equity		Non- Controlling Interests
Millions of dollars	Issued		Treasury
Balance, December 31, 2023	$	19	$	(1,450)	$	6,145	$	9,692	$	(1,476)	$	12,930	$	14
Net income	—		—		—		1,970		—		1,970		—
Other comprehensive income	—		—		—		—		102		102		—
Share-based compensation	—		133		(6)		(8)		—		119		—
Dividends - common stock ($3.93 per share)	—		—		—		(1,283)		—		(1,283)		—

Dividends - redeemable non-controlling interests ($45.00 per share)	—		—		—		(5)		—		(5)		—
Repurchases of Company ordinary shares	—		(117)		—		—		—		(117)		—
Distributions to non-controlling interests	—		—		—		—		—		—		(2)



Balance, September 30, 2024	$	19	$	(1,434)	$	6,139	$	10,366	$	(1,374)	$	13,716	$	12

See Notes to the Consolidated Financial Statements.

LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

TABLE OF CONTENTS


		Page
1.	Basis of Presentation	10

2.	Accounting and Reporting Changes	10

3.	Discontinued Operations	11

4.	Assets Held for Sale	11

5.	Revenues	12

6.	Accounts Receivable	13

7.	Inventories	14

8.	Debt	15

9.	Financial Instruments and Fair Value Measurements	18

10.	Income Taxes	21

11.	Commitments and Contingencies	22

12.	Shareholders’ Equity and Redeemable Non-controlling Interests	24

13.	Per Share Data	26

14.	Segment and Related Information	28

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. Discontinued operations also include estimated costs associated with the disposition of the Berre refinery.

2. Accounting and Reporting Changes

Recently Adopted Guidance

There were no new standards or Accounting Standard Updates (“ASU”) adopted in the nine months ended September 30, 2025, that had a material impact on the Consolidated Financial Statements.

Accounting Guidance Issued But Not Adopted as of September 30, 2025

*Accounting for Software Costs—*In September 2025, the Financial Accounting Standards Board (“FASB”) issued ASU 2025-06, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This guidance amends certain aspects of the accounting for and disclosure of software costs, including when entities start capitalizing eligible costs. This guidance also supersedes existing guidance on website development costs. The guidance is effective for annual reporting periods beginning after December 15, 2027, and interim periods within those annual reporting periods. Early adoption is permitted. We are currently assessing the impact the adoption will have on our Consolidated Financial Statements.

Measurement of Credit Losses—In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. This guidance allows entities to elect a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606. The guidance is effective for annual reporting periods beginning after December 15, 2025, and interim periods within those annual reporting periods. Early adoption is permitted. The adoption of this guidance will not have a material impact on our Consolidated Financial Statements.

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,

LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

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.

3. Discontinued Operations

The following table presents components of (Loss) income from discontinued operations, net of tax:


	Three Months Ended September 30,				Nine Months Ended September 30,
Millions of dollars	2025		2024		2025		2024
Sales and other operating revenues	$	293	$	2,054	$	1,818	$	6,489
Cost of sales	331		2,113		1,701		6,514
Selling, general and administrative expenses	1		4		5		13
Operating (loss) income	(39)		(63)		112		(38)
Other (expense), net	(44)		(7)		(46)		(6)
(Benefit from) provision for income taxes	(22)		(17)		13		(9)
(Loss) income from discontinued operations, net of tax	$	(61)	$	(53)	$	53	$	(35)

4. Assets Held for Sale

In June 2025, we entered into an agreement for the sale of select olefins & polyolefins assets and the associated business in Europe. The sites to be sold were part of the previously announced European strategic assessment and are located in Berre l’Etang (France), Münchsmünster (Germany), Carrington (United Kingdom), and Tarragona (Spain). The sites identified for sale are within our Olefins & Polyolefins-Europe, Asia, International (“O&P-EAI”) segment. The agreement is a put option under which the purchaser committed to enter into an agreed form purchase agreement if we exercised our put option, after conclusion of certain works council consultation processes.

In October 2025, following the completion of the French works council consultation processes, we exercised our put option and entered into the sales and purchase agreement. This agreement contains customary representations, warranties and covenants by the parties, including post-closing covenants related to employee and other matters.

Closing of the proposed transaction is currently expected in the first half of 2026, subject to customary closing conditions, including satisfaction of regulatory conditions, completion of additional required employee representative and works council consultation processes, and completion of the carve-out and transfer of the relevant assets and liabilities to the business being sold. The assets and liabilities associated with the business to be sold are classified as held for sale in the Consolidated Balance Sheets as of September 30, 2025.

LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

In connection with the sale, we expect to recognize a loss on sale of approximately $700 million to $900 million upon closing. The loss principally consists of the transfer of net working capital of approximately $340 million, a cash contribution of $300 million to the sold businesses prior to closing, a foreign currency translation adjustment of approximately $300 million to $400 million, and a net equity method investment of approximately $10 million, partially offset by the transfer of pension and other liabilities of $150 million to $250 million.

Other costs, including selling expenses, separation costs, and employee-related costs, totaling approximately $100 million to $150 million, are estimated to be incurred prior to closing. During the three and nine months ended September 30, 2025, we recognized $17 million and $27 million, respectively, of these costs which are included in Selling, general and administrative expenses on the Consolidated Statements of (Loss) Income.

During the three and nine months ended September 30, 2025, we recognized non-cash impairment charges of $11 million and $43 million, respectively, related to property, plant and equipment. The fair value of the disposal group was determined based on the expected consideration and other fair value indicators obtained through our marketing efforts and classified as Level 2 within the fair value hierarchy. The impairment charges are presented within Other impairments in the Consolidated Statements of (Loss) Income.

The following table summarizes the assets and liabilities held for sale in the Consolidated Balance Sheets:


Millions of dollars	September 30, 2025

ASSETS
Accounts receivable - Trade, net	$	324
Inventories	416
Prepaid expenses and other current assets	24
Operating lease assets	9

Equity investments	29


Total assets held for sale	$	802

LIABILITIES


Accounts payable - Trade	$	221
Accrued and other current liabilities	119

Operating lease liabilities	6
Other liabilities	263
Deferred income taxes	9
Total liabilities held for sale	$	618

5. Revenues

*Contract Balances—*Contract liabilities were $157 million and $117 million as of September 30, 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.

LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

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


	Three Months Ended September 30,				Nine Months Ended September 30,
Millions of dollars	2025		2024		2025		2024
Sales and other operating revenues:
Olefins and co-products	$	1,130	$	1,289	$	3,129	$	3,851
Polyethylene	1,867		1,948		5,527		5,788
Polypropylene	1,458		1,707		4,561		4,782
Propylene oxide and derivatives	509		571		1,653		1,803
Oxyfuels and related products	1,285		1,373		3,567		3,914
Intermediate chemicals	493		664		1,545		2,120
Compounding and solutions	866		892		2,683		2,795
Other	119		160		397		533
Total	$	7,727	$	8,604	$	23,062	$	25,586

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


	Three Months Ended September 30,				Nine Months Ended September 30,
Millions of dollars	2025		2024		2025		2024
Sales and other operating revenues:
United States	$	2,815	$	3,208	$	8,324	$	9,552
Germany	589		609		1,762		1,932
China	452		567		1,412		1,708
Mexico	395		481		1,204		1,349
Italy	334		342		1,020		1,136
Japan	306		378		910		972
France	309		284		872		842
Poland	200		231		613		720
The Netherlands	199		188		593		587
Other	2,128		2,316		6,352		6,788
Total	$	7,727	$	8,604	$	23,062	$	25,586

6. Accounts Receivable

Accounts receivable are reflected in the Consolidated Balance Sheets, net of allowance for credit losses of $3 million and $4 million as of September 30, 2025 and December 31, 2024, respectively.

LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

7. Inventories

Inventories consisted of the following components:


Millions of dollars	September 30, 2025		December 31, 2024
Finished goods	$	2,834	$	3,014
Work-in-process	97		145
Raw materials and supplies	1,478		1,499
Total inventories	$	4,409	$	4,658

During the first nine months 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 $0.60 per diluted share. This benefit is reflected in (Loss) income from discontinued operations, net of tax in the Consolidated Statements of (Loss) Income. See Note 3 for additional detail on discontinued operations. No material inventory liquidations were recognized during the three months ended September 30, 2025, or the three and nine months ended September 30, 2024.

LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

8. 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 dollars	September 30, 2025		December 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%	300		300
Issued by LYB International Finance B.V.:
Guaranteed Notes due 2043, $750 million, 5.25% ($17 million of discount; $6 million of debt issuance cost)	727		726
Guaranteed Notes due 2044, $1,000 million, 4.875% ($9 million of discount; $8 million of debt issuance cost)	983		983
Issued by LYB International Finance II B.V.:
Guaranteed Notes due 2026, €500 million, 0.875% ($1 million of debt issuance cost)	583		515
Guaranteed Notes due 2027, $1,000 million, 3.5% ($1 million of discount; $1 million of debt issuance cost)	590		584
Guaranteed Notes due 2031, €500 million, 1.625% ($3 million of discount; $2 million of debt issuance cost)	577		514
Issued by LYB International Finance III LLC:
Guaranteed Notes due 2025, $500 million, 1.25%	492		487
Guaranteed Notes due 2030, $500 million, 3.375% ($1 million of debt issuance cost)	142		123
Guaranteed Notes due 2030, $500 million, 2.25% ($2 million of discount; $2 million of debt issuance cost)	481		473
Guaranteed Notes due 2033, $500 million, 5.625% ($4 million of debt issuance cost)	496		495
Guaranteed Notes due 2034, $750 million, 5.5% ($5 million of discount, $6 million of debt issuance cost)	739		738
Guaranteed Notes due 2035, $500 million, 6.150% ($1 million of discount, $5 million of debt issuance cost	494		—
Guaranteed Notes due 2040, $750 million, 3.375% ($1 million of discount; $7 million of debt issuance cost)	742		742
Guaranteed Notes due 2049, $1,000 million, 4.2% ($13 million of discount; $10 million of debt issuance cost)	977		976
Guaranteed Notes due 2050, $1,000 million, 4.2% ($6 million of discount; $10 million of debt issuance cost)	971		982
Guaranteed Notes due 2051, $1,000 million, 3.625% ($2 million of discount; $10 million of debt issuance cost)	947		918
Guaranteed Notes due 2060, $500 million, 3.8% ($4 million of discount; $5 million of debt issuance cost)	487		482
Other	16		17
Total	11,719		11,030
Less current maturities	(1,079)		(498)
Long-term debt	$	10,640	$	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 September 30,				Nine Months Ended September 30,				September 30,		December 31,
Millions of dollars	2025		2024		2025		2024		2025		2024
Guaranteed Notes due 2025, 1.25%	$	(1)	$	(3)	$	(4)	$	(4)	$	—	$	4
Guaranteed Notes due 2026, 0.875%	—		(3)		(1)		(3)		3		4
Guaranteed Notes due 2027, 3.5%	(2)		(6)		(5)		(2)		—		5
Guaranteed Notes due 2030, 3.375%	(15)		(6)		(20)		(3)		(2)		18
Guaranteed Notes due 2030, 2.25%	(2)		(6)		(7)		(3)		14		21
Guaranteed Notes due 2031, 1.625%	2		(3)		3		(1)		4		1
Guaranteed Notes due 2050, 4.2%	13		(3)		11		(6)		13		2
Guaranteed Notes due 2051, 3.625%	(6)		(29)		(29)		(19)		41		70
Guaranteed Notes due 2060, 3.8%	(1)		(5)		(5)		(2)		4		9
Total	$	(12)	$	(64)	$	(57)	$	(43)	$	77	$	134

Fair value adjustments are recognized in Interest expense in the Consolidated Statements of (Loss) 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. As of September 30, 2025, we had no borrowings or letters of credit outstanding and $3,750 million of unused availability under this facility.

In September 2025, we amended the Senior Revolving Credit Facility primarily to increase the Maximum Leverage Ratio (as defined in the Credit Agreement) through 2027 unless we elect to terminate such provisions sooner. The Maximum Leverage Ratio is as follows:

4.25 to 1.00 for the fiscal quarters ending September 30, 2025 and December 31, 2025;
4.50 to 1.00 for the fiscal quarters ending March 31, 2026 through June 30, 2027;
4.25 to 1.00 for the fiscal quarter ending September 30, 2027;
4.00 to 1.00 for the fiscal quarter ending December 31, 2027; and
3.50 to 1.00 thereafter.

Included in the amendment are certain limitations, including restrictions on dividend increases, if our leverage ratio is greater than or equal to 4.00 to 1.00, and share repurchases except to offset dilution.

LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

Guaranteed Notes due 2035—In May 2025, LYB International Finance III, LLC (“LYB Finance III”), a wholly owned finance subsidiary of LyondellBasell Industries N.V., issued $500 million of 6.150% guaranteed notes due 2035 (the “2035 Notes”) at a discounted price of 99.7%. Net proceeds after deducting original issuance discounts, underwriting fees and offering expenses totaled $494 million. Net proceeds from the sale of the notes were used for general corporate purposes, including the repayment of our 2025 Notes.

These unsecured notes, which are fully and unconditionally guaranteed by LyondellBasell Industries N.V., rank equally in right of payment to all of LYB Finance III’s and LyondellBasell Industries N.V.’s existing and future senior unsecured indebtedness and will rank senior in right of payment to any future subordinated indebtedness that LYB Finance III or LyondellBasell Industries N.V. incurs. There are no significant restrictions that would impede LyondellBasell Industries N.V., as guarantor, from obtaining funds by dividend or loan from its subsidiaries. The indenture governing these notes contains limited covenants, including those restricting our ability, and the ability of our subsidiaries, to incur indebtedness secured by significant property or by capital stock of subsidiaries that own significant property, enter into certain sale and lease-back transactions with respect to any significant property or enter into consolidations, mergers or sales of all or substantially all of our assets.

The 2035 Notes may be redeemed at any time in whole, or from time to time in part, prior to the scheduled maturity date, at a redemption price equal to the greater of (i) the sum of the present values of the remaining scheduled payments of principal and interest (discounted at the treasury rate plus the applicable basis points) less interest accrued on the notes to be redeemed, and (ii) 100% of the principal amount of the notes redeemed; plus, in either case, accrued and unpaid interest thereon to, but excluding, the redemption date.

The 2035 Notes may also be redeemed at any time, on or after the date that is three months prior to the scheduled maturity date of the notes at a redemption price equal to 100% of the principal amount of the notes to be redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date. The notes are also redeemable upon certain tax events.

Guaranteed Notes due 2025—In October 2025, we repaid the outstanding principal on our 1.25% guaranteed notes due 2025 of $492 million.

Short-Term Debt

U.S. Receivables Facility—Our U.S. Receivables Facility has a purchase limit of $900 million in addition to a $300 million uncommitted accordion feature. In May 2025, we extended the term of the facility to June 2026. 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. As of September 30, 2025, we had no borrowings or letters of credit outstanding and $900 million unused availability under this facility.

In September 2025, the modification to the Maximum Leverage Ratio for the Senior Revolving Credit Facility, discussed above, was incorporated into the U.S. Receivables 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”). As of September 30, 2025, we had no borrowings of outstanding commercial paper.

Precious Metal Financings—At both September 30, 2025 and December 31, 2024, we had $137 million and $119 million, respectively, of Short-term debt related to our precious metal financings.

Weighted Average Interest Rate—As of September 30, 2025 and December 31, 2024, our weighted average interest rates on outstanding Short-term debt were 1.3% and 1.1%, respectively.

LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

Additional Information

Debt Compliance—As of September 30, 2025, we are in compliance with our debt covenants.

9. 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 dollars	September 30, 2025		December 31, 2024		Balance Sheet Classification
Assets–
Derivatives designated as hedges:
Commodities	$	2	$	14	Prepaid expenses and other current assets
Commodities	8		7		Other assets
Foreign currency	13		146		Prepaid expenses and other current assets
Foreign currency	—		66		Other assets
Interest rates	25		16		Prepaid expenses and other current assets

Derivatives not designated as hedges:
Commodities	11		18		Prepaid expenses and other current assets
Commodities	—		2		Other assets
Foreign currency	2		16		Prepaid expenses and other current assets



Total	$	61	$	285

Liabilities–
Derivatives designated as hedges:

Commodities	$	24	$	14	Accrued and other current liabilities
Commodities	4		5		Other liabilities
Foreign currency	53		9		Accrued and other current liabilities
Foreign currency	160		—		Other liabilities
Interest rates	27		36		Accrued and other current liabilities
Interest rates	89		146		Other liabilities
Derivatives not designated as hedges:
Commodities	48		11		Accrued and other current liabilities

Foreign currency	4		1		Accrued and other current liabilities


Total	$	409	$	222

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.

LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

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:


	September 30, 2025				December 31, 2024
Millions of dollars	Carrying Value		Fair Value		Carrying Value		Fair Value




Precious metal financings	$	137	$	174	$	119	$	122
Long-term debt	10,628		9,168		10,521		9,048
Total	$	10,765	$	9,342	$	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 Amount		Unit of Measure	Maturity Date
Millions of units	September 30, 2025	December 31, 2024
Derivatives designated as hedges:
Natural gas	57	62	MMBtu	2025 to 2028
Ethane	16	14	Bbls	2025 to 2028
Power	1	—	MWhs	2025 to 2028

Derivatives not designated as hedges:


Ethane	16	—	Bbls	2025 to 2026
Other commodities	7	6	Bbls	2025 to 2027

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


	Notional Amount
Millions of dollars	September 30, 2025		December 31, 2024		Maturity Date

Fair value hedges	$	2,035	$	2,158	2025 to 2031

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


	Notional Amount
Millions of dollars	September 30, 2025		December 31, 2024		Maturity Date
Net investment hedges	$	2,464	$	3,256	2025 to 2031
Cash flow hedges	294		300		2027
Not designated	1,386		772		2025 to 2026

LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

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


	Effects of Financial Instruments
	Three Months Ended September 30,
	Balance Sheet								Income Statement
	Gain (Loss) Recognized in AOCI				Gain (Loss) Reclassified to Income from AOCI				Additional Gain (Loss) Recognized in Income				Income Statement
Millions of dollars	2025		2024		2025		2024		2025		2024		Classification
Derivatives designated as hedges:
Commodities	$	—	$	—	$	—	$	2	$	—	$	—	Sales and other operating revenues
Commodities	(20)		(22)		11		34		—		—		Cost of sales
Foreign currency	6		(143)		1		13		13		15		Interest expense
Interest rates	—		—		1		1		(3)		45		Interest expense
Derivatives not designated as hedges:

Commodities	—		—		—		—		(11)		9		Cost of sales
Commodities	—		—		—		—		—		3		(Loss) income from discontinued operations, net of tax
Foreign currency	—		—		—		—		(2)		(39)		Other (expense) income, net


Total	$	(14)	$	(165)	$	13	$	50	$	(3)	$	33

LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)


	Effects of Financial Instruments
	Nine Months Ended September 30,
	Balance Sheet								Income Statement
	Gain (Loss) Recognized in AOCI				Gain (Loss) Reclassified to Income from AOCI				Additional Gain (Loss) Recognized in Income				Income Statement
Millions of dollars	2025		2024		2025		2024		2025		2024		Classification
Derivatives designated as hedges:
Commodities	$	—	$	(3)	$	—	$	4	$	—	$	—	Sales and other operating revenues
Commodities	(32)		(39)		13		107		—		—		Cost of sales
Foreign currency	(386)		(23)		36		(14)		38		50		Interest expense
Interest rates	—		11		3		3		17		(16)		Interest expense
Derivatives not designated as hedges:
Commodities	—		—		—		—		—		(2)		Sales and other operating revenues
Commodities	—		—		—		—		(47)		13		Cost of sales
Commodities	—		—		—		—		8		9		(Loss) income from discontinued operations, net of tax
Foreign currency	—		—		—		—		(83)		(15)		Other (expense) income, net


Total	$	(418)	$	(54)	$	52	$	100	$	(67)	$	39

As of September 30, 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—As of September 30, 2025 and December 31, 2024, we had marketable securities classified as Cash and cash equivalents of $703 million and $2,610 million, respectively.

10. 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.

As of each reporting date, we consider the weight of all evidence, both positive and negative, to determine if a valuation allowance is necessary for each jurisdiction’s net deferred tax assets. We place greater weight on historical evidence over future predictions of our ability to utilize net deferred tax assets. We consider future reversals of existing taxable temporary differences, future taxable income exclusive of reversing temporary differences, and taxable income in prior carry-back year(s) if carry-back is permitted under applicable law, as well as available prudent and feasible tax planning strategies that would, if necessary, be implemented to ensure realization of the net deferred tax asset.

LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

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.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted into law. OBBBA includes tax reform extending and modifying certain key Tax Cuts & Jobs Act provisions such as accelerated tax deductions for qualified property and domestic research expenditures, and modifications to the limitations on deductions for interest expense. The provisions of the OBBBA have different effective dates where some are effective in 2025 and others not until 2026. This legislation does not have a material impact on the Consolidated Financial Statements.

Our effective income tax rate for the third quarter of 2025 was 3.2% compared to 19.4% for the third quarter of 2024. The lower effective tax rate for the third quarter of 2025 was primarily due to the increased relative impact of our tax rate drivers, primarily exempt income, due to lower earnings that decreased our effective income tax rate by 33.9 percentage points. The lower effective income tax rate for the third quarter of 2025 was also driven by non-cash impairments recognized discretely in the third quarter, for which there is largely no tax benefit, which decreased our effective tax rate by 7.8 percentage points. These decreases to the effective income tax rate were partially offset by the establishment of a valuation allowance against deferred tax assets, for which no tax benefit can be recognized, in the United Kingdom that increased the effective tax rate by 28.0 percentage points.

Our effective income tax rate for the first nine months of 2025 was (13.6)% compared to 20.4% for the first nine months of 2024. The lower effective tax rate for the first nine months of 2025 was primarily due to non-cash impairments recognized discretely in the third quarter, for which there is largely no tax benefit, which decreased our effective tax rate by 36.7 percentage points. This decrease was coupled with the increased relative impact of our tax rate drivers, primarily exempt income, due to lower earnings that decreased our effective income tax rate by 21.9 percentage points. These decreases were partially offset by the establishment of a valuation allowance against deferred tax assets, for which no tax benefit can be recognized, in the United Kingdom and fluctuations in foreign exchange gains and losses recognized discretely in 2025, which increased the effective tax rate by 15.0 and 10.7 percentage points, respectively.

Our activities in the United Kingdom are limited to a small number of manufacturing sites that are included in our United Kingdom tax group headed by LyondellBasell N.V., a holding company tax resident in the United Kingdom. LyondellBasell N.V., as a holding company, does not generate taxable income independently and therefore is dependent on the receipt of intercompany dividends to generate taxable income to offset its costs incurred. Given recent macroeconomic trends we believe intercompany dividends to LyondellBasell N.V. may be constrained. As a result, we no longer believe it is more likely than not the existing United Kingdom deferred tax assets will be realized. We will continue to monitor the situation as business and economic conditions change. If market conditions improve in future periods, it is possible that part of the deferred tax assets may be realized.

11. 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.

LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

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 $166 million and $140 million as of September 30, 2025 and December 31, 2024, respectively. This includes $67 million which is included in liabilities held for sale as of September 30, 2025.

As of September 30, 2025, the accrued liabilities for individual sites range from less than $1 million to $55 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.

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 September 30, 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.

LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

12. 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 amounts	Dividend Per Ordinary Share		Aggregate Dividends Paid		Date of Record
March 2025	$	1.34	$	433	March 10, 2025
June 2025	1.37		445		June 2, 2025
September 2025	1.37		443		August 25, 2025
	$	4.08	$	1,321

Share Repurchase Authorization—In May 2025, our shareholders approved a proposal to authorize us to repurchase up to 34.0 million ordinary shares, through November 23, 2026 (“2025 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. In September 2025, we amended our Senior Revolving Credit Facility which now restricts share repurchases except to offset dilution. 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.

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


Millions of dollars, except shares and per share amounts	Shares Repurchased	Average Purchase Price Per Share		Total Purchase Price, Including Commissions and Fees
For the nine months ended September 30, 2025:
2024 Share Repurchase Authorization	3,037,987	$	66.01	$	201




For the nine months ended September 30, 2024:

2024 Share Repurchase Authorization	1,222,170	$	95.91	$	117

Total cash paid for share repurchases for the nine months ended September 30, 2025 and 2024 was $201 million and $117 million, respectively.

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


	Nine Months Ended September 30,
	2025	2024
Ordinary shares outstanding:
Beginning balance	323,889,832	324,483,402
Share-based compensation	537,907	1,230,284

Employee stock purchase plan	442,927	258,912
Purchase of ordinary shares	(3,037,987)	(1,222,170)
Ending balance	321,832,679	324,750,428

LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

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


	Nine Months Ended September 30,
	2025	2024
Ordinary shares held as treasury shares:
Beginning balance	16,532,666	15,939,096
Share-based compensation	(537,907)	(1,230,284)

Employee stock purchase plan	(442,927)	(258,912)
Purchase of ordinary shares	3,037,987	1,222,170

Ending balance	18,589,819	15,672,070

Accumulated Other Comprehensive Loss—The components of, and after-tax changes in, Accumulated other comprehensive loss as of and for the nine months ended September 30, 2025 and 2024 are presented in the following tables.

Foreign Currency Translation Adjustments below include currency translation adjustments as well as gains (losses) on net investment hedges; the associated tax benefits or expenses are calculated separately for each component.


Millions of dollars	Financial Derivatives		Defined Benefit Pension and Other Postretirement Benefit Plans		Foreign Currency Translation Adjustments		Total
Balance – December 31, 2024	$	(111)	$	(281)	$	(1,140)	$	(1,532)
Other comprehensive (loss) income before reclassifications	(65)		(3)		98		30
Tax benefit before reclassifications	16		1		92		109
Amounts reclassified from accumulated other comprehensive loss	52		3		—		55
Tax expense	(13)		(2)		—		(15)
Net other comprehensive (loss) income	(10)		(1)		190		179
Balance – September 30, 2025	$	(121)	$	(282)	$	(950)	$	(1,353)


Millions of dollars	Financial Derivatives		Defined Benefit Pension and Other Postretirement Benefit Plans		Foreign Currency Translation Adjustments		Total
Balance – December 31, 2023	$	(226)	$	(279)	$	(971)	$	(1,476)
Other comprehensive (loss) income before reclassifications	(17)		—		20		3
Tax benefit before reclassifications	4		—		10		14
Amounts reclassified from accumulated other comprehensive loss	100		13		—		113
Tax expense	(25)		(3)		—		(28)
Net other comprehensive income	62		10		30		102
Balance – September 30, 2024	$	(164)	$	(269)	$	(941)	$	(1,374)

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 September 30,				Nine Months Ended September 30,				Affected Line Item on the Consolidated Statements of Income
Millions of dollars	2025		2024		2025		2024
Reclassification adjustments for:
Financial derivatives:
Commodities	$	—	$	2	$	—	$	4	Sales and other operating revenues
Commodities	11		34		13		107		Cost of sales
Foreign currency	1		13		36		(14)		Interest expense
Interest rates	1		1		3		3		Interest expense
Income tax expense	(3)		(13)		(13)		(25)		(Benefit from) provision for income taxes
Financial derivatives, net of tax	10		37		39		75

Amortization of defined pension items:

Actuarial loss	4		4		10		2		Other income, net
Prior service cost	—		1		2		11		Other income, net
Curtailment gain	—		—		(9)		—		(Loss) income from discontinued operations, net of tax
Income tax expense	(1)		(2)		(2)		(3)		(Benefit from) provision for income taxes
Defined pension items, net of tax	3		3		1		10

Total reclassifications, before tax	17		55		55		113
Income tax expense	(4)		(15)		(15)		(28)		Provision for income taxes
Total reclassifications, after tax	$	13	$	40	$	40	$	85	Amount 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 September 30, 2025 and December 31, 2024, we had 112,965, and 113,053 shares of redeemable non-controlling interest stock outstanding, respectively. These shares may be redeemed at any time at the discretion of the holders.

In January, May, and August 2025, we paid cash dividends of $15.00 per share to our redeemable non-controlling interest shareholders of record as of January 15, 2025, April 15, 2025, and July 15, 2025. These dividends totaled $5 million for each of the nine month periods ended September 30, 2025 and 2024.

13. Per Share Data

Basic (loss) 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 (loss) earnings per share under the two-class method.

LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Loss) earnings per share data is as follows:


	Three Months Ended September 30,
	2025				2024
Millions of dollars	Continuing Operations		Discontinued Operations		Continuing Operations		Discontinued Operations
Net (loss) income	$	(829)	$	(61)	$	626	$	(53)


Dividends on redeemable non-controlling interests	(2)		—		(2)		—
Net income attributable to participating securities	(1)		—		(1)		—
Net (loss) income attributable to ordinary shareholders – basic and diluted	$	(832)	$	(61)	$	623	$	(53)

Millions of shares, except per share amounts
Basic weighted average common stock outstanding	322		322		325		325
Effect of dilutive securities	—		—		1		1
Diluted weighted average common stock outstanding	322		322		326		326

(Loss) earnings per share:
Basic	$	(2.58)	$	(0.19)	$	1.92	$	(0.16)
Diluted	$	(2.58)	$	(0.19)	$	1.91	$	(0.16)



	Nine Months Ended September 30,
	2025				2024
Millions of dollars	Continuing Operations		Discontinued Operations		Continuing Operations		Discontinued Operations
Net (loss) income	$	(651)	$	53	$	2,005	$	(35)


Dividends on redeemable non-controlling interests	(5)		—		(5)		—
Net income attributable to participating securities	(6)		—		(7)		—
Net (loss) income attributable to ordinary shareholders – basic and diluted	$	(662)	$	53	$	1,993	$	(35)

Millions of shares, except per share amounts
Basic weighted average common stock outstanding	322		322		325		325
Effect of dilutive securities	—		—		1		1
Diluted weighted average common stock outstanding	322		322		326		326

(Loss) earnings per share:
Basic	$	(2.05)	$	0.16	$	6.13	$	(0.11)
Diluted	$	(2.05)	$	0.16	$	6.11	$	(0.11)

LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

14. 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 (loss) 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.

“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.

LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

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


	Three Months Ended September 30, 2025
Millions of dollars	O&P– Americas		O&P– EAI		I&D		APS		Technology		Other		Total
Sales and other operating revenues:
Customers	$	2,034	$	2,434	$	2,304	$	866	$	89	$	—	$	7,727
Intersegment	572		153		39		4		26		(794)		—
	2,606		2,587		2,343		870		115		(794)		7,727
Less:
Cost of sales	2,234		2,462		2,074		766		79		(794)		6,821
Impairments	9		411		—		782		—		—		1,202
(Income) loss from equity investments	(6)		14		—		—		—		—		8
Loss on sale of business	—		—		—		6		—		—		6
Other items	116		123		75		85		32		6		437
Add:
Depreciation and amortization expense	165		42		109		23		11		—		350
EBITDA	$	418	$	(381)	$	303	$	(746)	$	15	$	(6)	$	(397)

Capital expenditures	$	133	$	115	$	102	$	31	$	25	$	—	$	406


	Three Months Ended September 30, 2024
Millions of dollars	O&P– Americas		O&P– EAI		I&D		APS		Technology		Other		Total
Sales and other operating revenues:
Customers	$	2,312	$	2,643	$	2,633	$	892	$	124	$	—	$	8,604
Intersegment	670		166		53		4		22		(915)		—
	2,982		2,809		2,686		896		146		(915)		8,604
Less:
Cost of sales	2,269		2,662		2,409		816		59		(912)		7,303
Impairments	—		3		2		—		—		—		5
(Income) loss from equity investments	(4)		17		7		—		—		—		20

Other items	116		102		52		83		28		7		388
Add:
Depreciation and amortization expense	157		56		101		22		10		—		346
EBITDA	$	758	$	81	$	317	$	19	$	69	$	(10)	$	1,234

Capital expenditures	$	119	$	139	$	62	$	22	$	26	$	—	$	368

LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)



	Nine Months Ended September 30, 2025
Millions of dollars	O&P- Americas		O&P- EAI		I&D		APS		Technology		Other		Total
Sales and other operating revenues:
Customers	$	5,842	$	7,406	$	6,830	$	2,683	$	301	$	—	$	23,062
Intersegment	1,622		485		86		12		71		(2,276)		—
	7,464		7,891		6,916		2,695		372		(2,276)		23,062
Less:
Cost of sales	6,615		7,547		6,355		2,373		205		(2,275)		20,820
Impairments	9		443		—		782		—		—		1,234
(Income) loss from equity investments	(17)		17		—		—		—		—		—
Loss on sale of business	—		—		—		6		—		—		6
Other items	359		365		185		265		99		19		1,292
Add:
Depreciation and amortization expense	484		119		307		63		32		—		1,005
EBITDA	$	982	$	(362)	$	683	$	(668)	$	100	$	(20)	$	715

Capital expenditures	$	654	$	354	$	266	$	80	$	74	$	—	$	1,428



	Nine Months Ended September 30, 2024
Millions of dollars	O&P– Americas		O&P– EAI		I&D		APS		Technology		Other		Total
Sales and other operating revenues:
Customers	$	6,587	$	7,864	$	7,911	$	2,795	$	429	$	—	$	25,586
Intersegment	2,192		532		156		14		68		(2,962)		—
	8,779		8,396		8,067		2,809		497		(2,962)		25,586
Less:
Cost of sales	6,966		7,998		7,053		2,521		168		(2,959)		21,747
Impairments	—		3		2		—		—		—		5
(Income) loss from equity investments	(12)		65		13		—		—		—		66
Gain on sale of business	—		—		(293)		—		—		—		(293)
Other items	336		327		173		258		89		22		1,205
Add:
Depreciation and amortization expense	460		162		304		64		31		—		1,021
EBITDA	$	1,949	$	165	$	1,423	$	94	$	271	$	(25)	$	3,877

Capital expenditures	$	474	$	333	$	354	$	70	$	70	$	3	$	1,304

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

LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

A reconciliation of EBITDA to (Loss) 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 expenses that were previously allocated to the refining segment:


	Three Months Ended September 30,				Nine Months Ended September 30,
Millions of dollars	2025		2024		2025		2024
EBITDA:
Total segment EBITDA	$	(391)	$	1,244	$	735	$	3,902
Other EBITDA	(6)		(10)		(20)		(25)
Less:
Depreciation and amortization expense	(350)		(346)		(1,005)		(1,021)
Interest expense	(130)		(118)		(355)		(365)
Indirect SG&A expense reallocation to continuing operations	—		(29)		—		(86)
Add:
Interest income	21		36		72		114
(Loss) income from continuing operations before income taxes	$	(856)	$	777	$	(573)	$	2,519

*Impairments—*In the third quarter of 2025, a prolonged downturn in, and outlook for, the European petrochemical and global automotive industries, particularly affecting our O&P-EAI and APS segments, combined with the sustained decline in our market capitalization, constituted a triggering event requiring a quantitative interim impairment test of goodwill and long-lived assets within these segments.

We used the income approach to determine the fair value of each asset group and reporting unit. This approach involves judgment, utilizing assumptions that are not readily observable, including projected operating results, economic conditions, expected cash flows, EBITDA growth rates, terminal values, and discount rates. These estimates are inherently subjective and classified as Level 3 within the fair value hierarchy. Based on this analysis, we recognized non-cash impairment charges totaling $1,182 million in the third quarter of 2025, which are presented in both Goodwill impairments and Other impairments on the Consolidated Statements of (Loss) Income.

In addition, during the third quarter of 2025, we recognized other impairment charges in our O&P-Americas and O&P-EAI segments of $9 million and $11 million, respectively, related to property, plant and equipment, which are presented in Other impairments on the Consolidated Statements of (Loss) Income.

Total impairment charges for the three and nine months ended September 30, 2025 consist of the following:


	Three Months Ended September 30, 2025								Nine Months Ended September 30, 2025
Millions of dollars	O&P– America		O&P– EAI		APS		Total		O&P– America		O&P– EAI		APS		Total
Impairments:
Property, plant and equipment	$	9	$	11	$	99	$	119	$	9	$	43	$	99	$	151
Intangible assets	—		—		111		111		—		—		111		111
Goodwill	—		400		572		972		—		400		572		972
Total	$	9	$	411	$	782	$	1,202	$	9	$	443	$	782	$	1,234

LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

*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. We incurred shutdown costs of $117 million during the nine months ended September 30, 2025.

Disposition of Ethylene Oxide & Derivatives (“EO&D”) Business—In May 2024, we sold our U.S. Gulf Coast-based EO&D business along with the production facilities located in Bayport, TX. The EO&D business was included in our I&D segment. In connection with the sale, we received cash proceeds of $700 million and recognized a pre-tax gain of $293 million in the first nine months of 2024.

Acquisition of Joint Venture—In May 2024, we acquired a 35% interest in Saudi Arabia-based National Petrochemical Industrial Company (“NATPET”) from Alujain Corporation for approximately $500 million. The joint venture has the capacity to produce 0.4 million tons of PP per year. We market the majority of the off-take through our global sales team. The joint venture is included in our O&P-EAI segment and accounted for using the equity method of accounting.

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