Item 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

93K characters. Original on sec.gov · Markdown

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 share20262025
Sales and other operating revenues:
Trade$7,052$7,528
Related parties145149
7,1977,677
Operating costs and expenses:
Cost of sales6,4967,128
Impairments15—
Selling, general and administrative expenses411401
Research and development expenses3634
6,9587,563
Operating income239114
Interest expense(138)(107)
Interest income3130
Other income, net1021
Income from continuing operations before equity investments and income taxes14258
Income (loss) from equity investments(5)1
Income from continuing operations before income taxes13759
Provision for (benefit from) income taxes(2)36
Income from continuing operations13923
Income (loss) from discontinued operations, net of tax(14)154
Net income125177
Dividends on redeemable non-controlling interests(2)(2)
Net income attributable to the Company shareholders$123$175
Earnings (loss) per share:
Net income (loss) attributable to the Company shareholders —
Basic
Continuing operations$0.42$0.06
Discontinued operations(0.04)0.48
$0.38$0.54
Diluted
Continuing operations$0.42$0.06
Discontinued operations(0.04)0.48
$0.38$0.54

See Notes to the Consolidated Financial Statements.

LYONDELLBASELL INDUSTRIES N.V.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three Months Ended March 31,
Millions of dollars20262025
Net income$125$177
Other comprehensive income, net of tax –
Financial derivatives4229
Defined benefit pension and other postretirement benefit plans3(6)
Foreign currency translations(29)62
Total other comprehensive income, net of tax1685
Comprehensive income141262
Dividends on redeemable non-controlling interests(2)(2)
Comprehensive income attributable to the Company shareholders$139$260

See Notes to the Consolidated Financial Statements.

LYONDELLBASELL INDUSTRIES N.V.

CONSOLIDATED BALANCE SHEETS

Millions of dollarsMarch 31, 2026December 31, 2025
ASSETS
Current assets:
Cash and cash equivalents$2,635$3,443
Restricted cash46
Accounts receivable:
Trade, net2,9842,362
Related parties273155
Inventories3,6353,533
Prepaid expenses and other current assets777612
Assets held for sale749757
Total current assets11,05710,868
Operating lease assets1,5101,514
Property, plant and equipment25,87525,802
Less: Accumulated depreciation(10,173)(9,969)
Property, plant and equipment, net15,70215,833
Equity investments3,9283,963
Goodwill705708
Intangible assets, net417450
Other assets639667
Total assets$33,958$34,003

See Notes to the Consolidated Financial Statements.

LYONDELLBASELL INDUSTRIES N.V.

CONSOLIDATED BALANCE SHEETS

Millions of dollars, except shares and par value dataMarch 31, 2026December 31, 2025
LIABILITIES, REDEEMABLE NON-CONTROLLING INTERESTS AND EQUITY
Current liabilities:
Current maturities of long-term debt$1,467$588
Short-term debt226226
Accounts payable:
Trade2,5362,250
Related parties362444
Accrued and other current liabilities1,9051,956
Liabilities held for sale692665
Total current liabilities7,1886,129
Long-term debt11,22812,124
Operating lease liabilities1,3311,327
Other liabilities1,7031,900
Deferred income taxes2,3432,316
Commitments and contingencies
Redeemable non-controlling interests114114
Shareholders’ equity:
Ordinary shares, €0.04 par value, 1,275 million shares authorized, 322,770,429 and 322,084,769 shares outstanding, respectively1919
Additional paid-in capital6,1246,148
Retained earnings6,7116,812
Accumulated other comprehensive loss(1,294)(1,310)
Treasury stock, at cost, 17,652,069 and 18,337,729 ordinary shares, respectively(1,520)(1,587)
Total Company share of shareholders’ equity10,04010,082
Non-controlling interests1111
Total equity10,05110,093
Total liabilities, redeemable non-controlling interests and equity$33,958$34,003

See Notes to the Consolidated Financial Statements.

LYONDELLBASELL INDUSTRIES N.V.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended March 31,
Millions of dollars20262025
Cash flows from operating activities:
Net income$125$177
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization342323
Impairments15—
Amortization of debt-related costs32
Share-based compensation4735
Equity investments—
Equity (income) loss5(1)
Deferred income tax provision (benefit)20(25)
Changes in assets and liabilities that provided (used) cash:
Accounts receivable(797)(440)
Inventories(96)(198)
Accounts payable291(78)
Other, net(224)(374)
Net cash used in operating activities(269)(579)
Cash flows from investing activities:
Expenditures for property, plant and equipment(269)(483)
Proceeds from settlement of net investment hedges—59
Other, net(10)(6)
Net cash used in investing activities$(279)$(430)
Cash flows from financing activities:
Repurchases of Company ordinary shares$—$(110)
Dividends paid - common stock(224)(433)
Other, net(12)(4)
Net cash used in financing activities(236)(547)
Effect of exchange rate changes on cash(26)38
Decrease in cash and cash equivalents and restricted cash(810)(1,518)
Cash and cash equivalents and restricted cash at beginning of period3,4493,388
Cash and cash equivalents and restricted cash at end of period$2,639$1,870

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, 2025$19$(1,587)$6,148$6,812$(1,310)$10,082$11
Net income———125—125—
Other comprehensive income————1616—
Share-based compensation—67(24)——43—
Dividends - common stock ($0.69 per share)———(224)—(224)—
Dividends - redeemable non-controlling interests ($15.00 per share)———(2)—(2)—
Balance, March 31, 2026$19$(1,520)$6,124$6,711$(1,294)$10,040$11
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

See Notes to the Consolidated Financial Statements.

LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

TABLE OF CONTENTS

Page
1.Basis of Presentation8
2.Accounting and Reporting Changes8
3.Discontinued Operations9
4.Assets Held for Sale9
5.Revenues10
6.Accounts Receivable11
7.Inventories11
8.Debt12
9.Financial Instruments and Fair Value Measurements14
10.Income Taxes16
11.Commitments and Contingencies17
12.Shareholders’ Equity and Redeemable Non-controlling Interests18
13.Per Share Data21
14.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 significant 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, 2025. 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 costs associated with the closure and dismantlement of our Berre refinery.

2. Accounting and Reporting Changes

Recently Adopted Guidance

Measurement of Credit Losses—In July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. We elected the practical expedient provided by this ASU for estimating expected credit losses on current accounts receivable and current contract assets arising 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. The adoption of this guidance at January 1, 2026 did not have a material impact on our Consolidated Financial Statements.

Accounting Guidance Issued But Not Adopted as of March 31, 2026

*Grants—*In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities. This ASU provides guidance for recognition, measurement, and presentation of government grants. The guidance is effective for annual reporting periods beginning after December 15, 2028, and interim reporting periods within those annual reporting periods and may be applied using either a modified prospective, a modified retrospective or a retrospective approach. Early adoption is permitted. The adoption of this guidance will not have a material impact on our Consolidated Financial Statements.

*Accounting for Software Costs—*In September 2025, the 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

LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

is permitted. We are currently assessing the impact the adoption will have 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, 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 guidance will not have a material impact on our Consolidated Financial Statements as the guidance relates only to disclosure.

3. Discontinued Operations

Discontinued operations consists primarily of our refining business. The following table presents components of Income (loss) from discontinued operations, net of tax:

Three Months Ended March 31,
Millions of dollars20262025
Sales and other operating revenues$—$1,199
Cost of sales—1,001
Selling, general and administrative expenses—2
Operating income (loss)—196
Other income (expense), net(18)—
Provision for (benefit from) income taxes(4)42
Income (loss) from discontinued operations, net of tax$(14)$154

4. Assets Held for Sale

In June 2025, we entered into an agreement for the sale of select European olefins and polyolefins assets and the associated business. 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). These sites, identified for sale, are within our Olefins & Polyolefins-Europe, Asia, International (“O&P-EAI”) segment. The assets and liabilities associated with the business to be sold are classified as held for sale in the Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025.

On May 1, 2026, we announced the completion of the sale and expect to record a pre-tax loss of approximately $700 million to $800 million, inclusive of a cash contribution of approximately $300 million to the sold businesses prior to closing and estimated closing costs, subject to customary post‑closing adjustments.

LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

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

Millions of dollarsMarch 31, 2026December 31, 2025
ASSETS
Accounts receivable - Trade, net$297$272
Inventories365407
Prepaid expenses and other current assets2822
Operating lease assets3012
Equity investments2728
Other assets216
Total assets held for sale$749$757
LIABILITIES
Accounts payable - Trade$247$225
Accrued and other current liabilities138129
Operating lease liabilities159
Other liabilities262272
Deferred income taxes3030
Total liabilities held for sale$692$665

5. Revenues

*Contract Balances—*Contract liabilities were $139 million and $125 million as of March 31, 2026 and December 31, 2025, 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 dollars20262025
Sales and other operating revenues:
Olefins and co-products$1,186$1,066
Polyethylene1,6811,778
Polypropylene1,3441,538
Propylene oxide and derivatives518588
Oxyfuels and related products1,1341,131
Intermediate chemicals348541
Compounding and solutions873904
Other113131
Total$7,197$7,677

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 dollars20262025
Sales and other operating revenues:
United States$2,723$2,855
Germany588616
China333480
Mexico327409
Italy318327
France297265
Japan258318
Poland208203
The Netherlands198166
Other1,9472,038
Total$7,197$7,677

6. Accounts Receivable

Accounts receivable are reflected in the Consolidated Balance Sheets, net of allowance for credit losses of $3 million as of March 31, 2026 and December 31, 2025.

7. Inventories

Inventories consisted of the following components:

Millions of dollarsMarch 31, 2026December 31, 2025
Finished goods$2,151$2,238
Work-in-process9569
Raw materials and supplies1,3891,226
Total inventories$3,635$3,533

During the first three 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 $0.61 per diluted share. This benefit is reflected in Income (loss) from discontinued operations, net of tax in the Consolidated Statements of Income. See Note 3 for additional information.

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 dollarsMarch 31, 2026December 31, 2025
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% ($17 million of discount; $6 million of debt issuance cost)727727
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%572585
Guaranteed Notes due 2027, $1,000 million, 3.5% ($1 million of discount)589590
Guaranteed Notes due 2031, €500 million, 1.625% ($3 million of discount; $2 million of debt issuance cost)563577
Issued by LYB International Finance III LLC:
Guaranteed Notes due 2030, $500 million, 3.375%144142
Guaranteed Notes due 2030, $500 million, 2.25% ($2 million of discount; $2 million of debt issuance cost)482481
Guaranteed Notes due 2031, $500 million, 5.125% ($1 million of discount; $4 million of debt issuance cost)495495
Guaranteed Notes due 2033, $500 million, 5.625% ($4 million of debt issuance cost)496496
Guaranteed Notes due 2034, $750 million, 5.5% ($5 million of discount, $6 million of debt issuance cost)739739
Guaranteed Notes due 2035, $500 million, 6.150% ($1 million of discount, $5 million of debt issuance cost494494
Guaranteed Notes due 2036, $1,000 million, 5.875% ($7 million of discount, $9 million of debt issuance cost984984
Guaranteed Notes due 2040, $750 million, 3.375% ($1 million of discount; $6 million of debt issuance cost)743743
Guaranteed Notes due 2049, $1,000 million, 4.2% ($13 million of discount; $10 million of debt issuance cost)977977
Guaranteed Notes due 2050, $1,000 million, 4.2% ($6 million of discount; $10 million of debt issuance cost)971971
Guaranteed Notes due 2051, $1,000 million, 3.625% ($2 million of discount; $9 million of debt issuance cost)951952
Guaranteed Notes due 2060, $500 million, 3.8% ($4 million of discount; $5 million of debt issuance cost)486487
Other2414
Total12,69512,712
Less current maturities(1,467)(588)
Long-term debt$11,228$12,124

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 dollars2026202520262025
Guaranteed Notes due 2025, 1.25%$—$(1)$—$—
Guaranteed Notes due 2026, 0.875%——22
Guaranteed Notes due 2027, 3.5%1(3)1—
Guaranteed Notes due 2030, 3.375%—(3)(2)(2)
Guaranteed Notes due 2030, 2.25%—(2)1414
Guaranteed Notes due 2031, 1.625%1265
Guaranteed Notes due 2050, 4.2%—(1)1313
Guaranteed Notes due 2051, 3.625%1(14)3837
Guaranteed Notes due 2060, 3.8%1(3)54
Total$4$(25)$77$73

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. As of March 31, 2026, 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 2026, has a purchase limit of $900 million in addition to a $300 million uncommitted accordion feature. As of March 31, 2026, 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”). As of March 31, 2026, we had no borrowings of outstanding commercial paper.

Precious Metal Financings—At March 31, 2026 and December 31, 2025, we had $226 million of Short-term debt related to our precious metal financings.

Weighted Average Interest Rate—As of March 31, 2026 and December 31, 2025, our weighted average interest rate on outstanding Short-term debt was 2.7%.

Additional Information

Debt Compliance—As of March 31, 2026, we are in compliance with our debt covenants.

LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

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 dollarsMarch 31, 2026December 31, 2025Balance Sheet Classification
Assets–
Derivatives designated as hedges:
Commodities$38$—Prepaid expenses and other current assets
Commodities134Other assets
Foreign currency1519Prepaid expenses and other current assets
Foreign currency7—Other assets
Interest rates2516Prepaid expenses and other current assets
Derivatives not designated as hedges:
Commodities135Prepaid expenses and other current assets
Foreign currency2—Prepaid expenses and other current assets
Total$113$44
Liabilities–
Derivatives designated as hedges:
Commodities$20$33Accrued and other current liabilities
Commodities98Other liabilities
Foreign currency8115Accrued and other current liabilities
Foreign currency62199Other liabilities
Interest rates3027Accrued and other current liabilities
Interest rates7579Other liabilities
Derivatives not designated as hedges:
Commodities5042Accrued and other current liabilities
Foreign currency65Accrued and other current liabilities
Total$333$408

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

March 31, 2026December 31, 2025
Millions of dollarsCarrying ValueFair ValueCarrying ValueFair Value
Precious metal financings$226$258$226$263
Long-term debt11,2089,49212,11310,501
Total$11,434$9,750$12,339$10,764

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, 2026December 31, 2025
Derivatives designated as hedges:
Natural gas4651MMBtu2026 to 2028
Ethane1113Bbls2026 to 2028
Power11MWhs2026 to 2028
Derivatives not designated as hedges:
Ethane16Bbls2026
Other commodities43Bbls2026 to 2028

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

Notional Amount
Millions of dollarsMarch 31, 2026December 31, 2025Maturity Date
Fair value hedges$1,879$1,8852026 to 2031

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

Notional Amount
Millions of dollarsMarch 31, 2026December 31, 2025Maturity Date
Net investment hedges$2,465$2,4652027 to 2032
Cash flow hedges2942942027
Not designated3242952026

LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

Impact on Earnings and Other Comprehensive Income—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 March 31,
Balance SheetIncome Statement
Gain (Loss) Recognized in AOCIGain (Loss) Reclassified to Income from AOCIAdditional Gain (Loss) Recognized in IncomeIncome Statement
Millions of dollars202620252026202520262025Classification
Derivatives designated as hedges:
Commodities$58$37$(2)$(2)$—$—Cost of sales
Foreign currency74(119)(7)111012Interest expense
Interest rates——11(12)13Interest expense
Derivatives not designated as hedges:
Commodities————(8)—Sales and other operating revenues
Commodities————15(19)Cost of sales
Commodities—————8Income (loss) from discontinued operations, net of tax
Foreign currency————4(29)Other income, net
Total$132$(82)$(8)$10$9$(15)

As of March 31, 2026, 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 March 31, 2026 and December 31, 2025, we had marketable securities classified as Cash and cash equivalents of $1,469 million and $2,030 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 nontaxable or nondeductible items, changes in unrecognized tax benefits associated with uncertain tax positions and changes in tax laws.

LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

Our effective income tax rate for the first quarter of 2026 was (1.5)% compared to 61.0% for the first quarter of 2025. The lower effective tax rate for the first quarter of 2026 was due to foreign exchange losses coupled with a tax benefit associated with a tax refund claim that decreased the effective tax rate by 28.6 percentage points and 11.4 percentage points, respectively. In addition, changes in earnings in countries with varying statutory tax rates decreased the effective tax rate by 17.5 percentage points.

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.

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, we do not expect that any claims made against or draws on these financial 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 $177 million as of March 31, 2026, and $178 million as of December 31, 2025. For each period, $74 million was classified as Liabilities held for sale. The remaining balances are included in Accrued and other current liabilities and Other liabilities on the Consolidated Balance Sheets.

As of March 31, 2026, the accrued liabilities for individual sites range from less than $1 million to $56 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, as well as various types of litigation. As of March 31, 2026, 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, tax proceedings, and regulatory disputes alleging environmental damage, personal injury and/or property damage, some of which are covered by insurance. We vigorously defend ourselves and prosecute these matters as appropriate.

LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

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.

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 amountsDividend Per Ordinary ShareAggregate Dividends PaidDate of Record
March 2026$0.69$224March 2, 2026

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. As of April 29, 2026, we had approximately 34.0 million shares remaining under the current authorization.

Total cash paid for share repurchases for the three months ended March 31, 2025 was $110 million. There were no repurchases during the three months ended March 31, 2026.

The following table summarizes our share repurchase activity for the three months ended March 31, 2025:

Millions of dollars, except shares and per share amountsShares RepurchasedAverage Purchase Price Per ShareTotal Purchase Price, Including Commissions and Fees
2024 Share Repurchase Authorization1,485,648$74.29$110

LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

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

Three Months Ended March 31,
20262025
Ordinary shares outstanding:
Beginning balance322,084,769323,889,832
Share-based compensation514,683424,241
Employee stock purchase plan170,977116,659
Purchase of ordinary shares—(1,485,648)
Ending balance322,770,429322,945,084

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

Three Months Ended March 31,
20262025
Ordinary shares held as treasury shares:
Beginning balance18,337,72916,532,666
Share-based compensation(514,683)(424,241)
Employee stock purchase plan(170,977)(116,659)
Purchase of ordinary shares—1,485,648
Ending balance17,652,06917,477,414

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, 2026 and 2025 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 dollarsFinancial DerivativesDefined Benefit Pension and Other Postretirement Benefit PlansForeign Currency Translation AdjustmentsTotal
Balance – December 31, 2025$(133)$(236)$(941)$(1,310)
Other comprehensive income (loss) before reclassifications66—(13)53
Tax expense before reclassifications(18)—(16)(34)
Amounts reclassified from accumulated other comprehensive loss(8)4—(4)
Tax (expense) benefit2(1)—1
Net other comprehensive income (loss)423(29)16
Balance – March 31, 2026$(91)$(233)$(970)$(1,294)
Millions of dollarsFinancial DerivativesDefined Benefit Pension and Other Postretirement Benefit PlansForeign Currency Translation AdjustmentsTotal
Balance – 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)

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 dollars20262025
Reclassification adjustments for:
Financial derivatives:
Commodities$(2)$(2)Cost of sales
Foreign currency(7)11Interest expense
Interest rates11Interest expense
Income tax (expense) benefit2(3)Provision for (benefit from) income taxes
Financial derivatives, net of tax(6)7
Amortization of defined pension items:
Actuarial loss33Other income, net
Prior service cost11Other income, net
Curtailment gain—(9)Income (loss) from discontinued operations, net of tax
Income tax (expense) benefit(1)1Provision for (benefit from) income taxes
Defined pension items, net of tax3(4)
Total reclassifications, before tax(4)5
Income tax (expense) benefit1(2)Provision for (benefit from) income taxes
Total reclassifications, after tax$(3)$3Amount 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, 2026 and December 31, 2025, we had 112,964 shares of redeemable non-controlling interest stock outstanding. These shares may be redeemed at any time at the discretion of the holders.

In January 2026, we paid cash dividends of $15.00 per share to our redeemable non-controlling interest shareholders of record as of January 15, 2026. These dividends totaled $2 million for each of the three month periods ended March 31, 2026 and 2025.

13. Per Share Data

Basic earnings (loss) per share is based upon the weighted average number of shares of common stock outstanding during the period. Diluted earnings (loss) 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 (loss) per share under the two-class method.

LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

Earnings (loss) per share data is as follows:

Three Months Ended March 31,
20262025
Millions of dollarsContinuing OperationsDiscontinued OperationsContinuing OperationsDiscontinued Operations
Net income (loss)$139$(14)$23$154
Dividends on redeemable non-controlling interests(2)—(2)—
Net income attributable to participating securities——(2)—
Net income (loss) attributable to ordinary shareholders – basic and diluted$137$(14)$19$154
Millions of shares, except per share amounts
Basic weighted average common stock outstanding322322324324
Effect of dilutive securities11——
Diluted weighted average common stock outstanding323323324324
Earnings (loss) per share:
Basic$0.42$(0.04)$0.06$0.48
Diluted$0.42$(0.04)$0.06$0.48

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 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, and colors.

  • 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, 2026
Millions of dollarsO&P– AmericasO&P– EAII&DAPSTechnologyOtherTotal
Sales and other operating revenues:
Customers$1,920$2,300$2,023$873$81$—$7,197
Intersegment51720137325(783)—
2,4372,5012,060876106(783)7,197
Less:
Cost of sales2,1792,4311,86175060(785)6,496
Impairments—15————15
(Income) loss from equity investments(9)15(1)———5
Other items1041188088398437
Add:
Depreciation and amortization expense164431042011—342
EBITDA$327$(35)$224$58$18$(6)$586
Capital expenditures$120$61$58$17$13$—$269
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

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, 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:

Three Months Ended March 31,
Millions of dollars20262025
EBITDA:
Total segment EBITDA$592$460
Other EBITDA(6)(1)
Less:
Depreciation and amortization expense(342)(323)
Interest expense(138)(107)
Add:
Interest income3130
Income from continuing operations before income taxes$137$59

*Closure of European PO Joint Venture—*In March 2025, we announced the permanent closure of our European PO Joint Venture. During the three months ended March 31, 2025, we recognized $117 million of costs associated with the closure which are reflected in Cost of sales in the Consolidated Statements of Income.

Previous: Cover and table of contents · Next: Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS