SEC Form 10-Q filed by LyondellBasell Industries NV

4/25/25 12:18:02 PM ET

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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q


☒						QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-34726

LYONDELLBASELL INDUSTRIES N.V.

(Exact name of registrant as specified in its charter)

Netherlands

98-0646235

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

2800 Post Oak Blvd.

4th Floor, One Vine Street

Suite 5100

London

Delftseplein 27E

Houston,

Texas

W1J0AH

3013AA

Rotterdam

USA

77056

United Kingdom

Netherlands

(Address of principal executive offices) (Zip code)


						(713)						309-7200									+44 (0)						207			220 2600									+31 (0)						10			2755 500

(Registrant’s telephone numbers, including area code)

1221 McKinney St., Suite 300, Houston, Texas, USA 77010

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

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

Title of Each Class

Trading Symbol

Name of Each Exchange On Which Registered

Ordinary Shares, €0.04 Par Value

LYB

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

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

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


Large accelerated filer	x	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

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

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

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

Table of Contents

LYONDELLBASELL INDUSTRIES N.V.

TABLE OF CONTENTS


			Page
Part I – Financial Information			1

Item 1. Consolidated Financial Statements (Unaudited)			1
Consolidated Statements of Income			1
Consolidated Statements of Comprehensive Income			2
Consolidated Balance Sheets			3
Consolidated Statements of Cash Flows			5
Consolidated Statements of Shareholders’ Equity			7
Notes to the Consolidated Financial Statements			8

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			25

Item 3. Quantitative and Qualitative Disclosures About Market Risk			40

Item 4. Controls and Procedures			41

Part II – Other Information			42

Item 1. Legal Proceedings			42

Item 1A. Risk Factors			42

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			42

Item 4. Mine Safety Disclosures			42

Item 5. Other Information			42

Item 6. Exhibits			43

Signature			44

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PART I. FINANCIAL INFORMATION

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 share		2025		2024
Sales and other operating revenues:
Trade		$	7,528	$	8,136
Related parties		149		168
		7,677		8,304
Operating costs and expenses:
Cost of sales		7,128		7,200

Selling, general and administrative expenses		401		421
Research and development expenses		34		32
		7,563		7,653
Operating income		114		651
Interest expense		(107)		(127)
Interest income		30		41

Other income, net		21		5
Income from continuing operations before equity investments and income taxes		58		570
Income (loss) from equity investments		1		(27)
Income from continuing operations before income taxes		59		543
Provision for income taxes		36		110
Income from continuing operations		23		433
Income from discontinued operations, net of tax		154		40
Net income		177		473


Dividends on redeemable non-controlling interests		(2)		(2)
Net income attributable to the Company shareholders		$	175	$	471

Earnings per share:
Net income attributable to the Company shareholders —
Basic
Continuing operations		$	0.06	$	1.32
Discontinued operations		0.48		0.13
		$	0.54	$	1.45
Diluted
Continuing operations		$	0.06	$	1.31
Discontinued operations		0.48		0.13
		$	0.54	$	1.44

See Notes to the Consolidated Financial Statements.

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LYONDELLBASELL INDUSTRIES N.V.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME


	Three Months Ended March 31,
Millions of dollars		2025		2024
Net income		$	177	$	473
Other comprehensive income (loss), net of tax –
Financial derivatives		29		1

Defined benefit pension and other postretirement benefit plans		(6)		3
Foreign currency translations		62		(60)
Total other comprehensive income (loss), net of tax		85		(56)
Comprehensive income		262		417
Dividends on redeemable non-controlling interests		(2)		(2)

Comprehensive income attributable to the Company shareholders		$	260	$	415

See Notes to the Consolidated Financial Statements.

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LYONDELLBASELL INDUSTRIES N.V.

CONSOLIDATED BALANCE SHEETS


Millions of dollars	March 31, 2025		December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	1,867	$	3,375
Restricted cash	3		13

Accounts receivable:
Trade, net	3,558		3,121
Related parties	234		171
Inventories	4,930		4,658
Prepaid expenses and other current assets	809		928

Total current assets	11,401		12,266
Operating lease assets	1,517		1,467
Property, plant and equipment	24,853		24,174
Less: Accumulated depreciation	(9,511)		(9,108)
Property, plant and equipment, net	15,342		15,066
Equity investments	4,114		4,121
Goodwill	1,596		1,561
Intangible assets, net	580		577
Other assets	639		688
Total assets	$	35,189	$	35,746

See Notes to the Consolidated Financial Statements.

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LYONDELLBASELL INDUSTRIES N.V.

CONSOLIDATED BALANCE SHEETS


Millions of dollars, except shares and par value data	March 31, 2025		December 31, 2024
LIABILITIES, REDEEMABLE NON-CONTROLLING INTERESTS AND EQUITY
Current liabilities:
Current maturities of long-term debt	$	495	$	498
Short-term debt	120		119
Accounts payable:
Trade	3,123		3,220
Related parties	539		512
Accrued and other current liabilities	1,963		2,356

Total current liabilities	6,240		6,705
Long-term debt	10,605		10,532
Operating lease liabilities	1,444		1,419
Other liabilities	2,034		1,967
Deferred income taxes	2,531		2,535
Commitments and contingencies
Redeemable non-controlling interests	114		114
Shareholders’ equity:
Ordinary shares, €0.04 par value, 1,275 million shares authorized, 322,945,084 and 323,889,832 shares outstanding, respectively	19		19
Additional paid-in capital	6,132		6,150
Retained earnings	9,064		9,325
Accumulated other comprehensive loss	(1,447)		(1,532)
Treasury stock, at cost, 17,477,414 and 16,532,666 ordinary shares, respectively	(1,559)		(1,500)
Total Company share of shareholders’ equity	12,209		12,462
Non-controlling interests	12		12
Total equity	12,221		12,474
Total liabilities, redeemable non-controlling interests and equity	$	35,189	$	35,746

See Notes to the Consolidated Financial Statements.

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LYONDELLBASELL INDUSTRIES N.V.

CONSOLIDATED STATEMENTS OF CASH FLOWS


	Three Months Ended March 31,
Millions of dollars	2025		2024
Cash flows from operating activities:
Net income	$	177	$	473
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization	323		365

Amortization of debt-related costs	2		2

Share-based compensation	35		34

Equity investments—
Equity (income) loss	(1)		27


Deferred income tax (benefit) provision	(25)		(9)

Changes in assets and liabilities that provided (used) cash:
Accounts receivable	(440)		(717)
Inventories	(198)		(108)
Accounts payable	(78)		196
Other, net	(374)		(377)
Net cash used in operating activities	(579)		(114)
Cash flows from investing activities:
Expenditures for property, plant and equipment	(483)		(483)





Proceeds from settlement of net investment hedges	59		—

Other, net	(6)		(27)
Net cash used in investing activities	$	(430)	$	(510)

See Notes to the Consolidated Financial Statements.

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LYONDELLBASELL INDUSTRIES N.V.

CONSOLIDATED STATEMENTS OF CASH FLOWS


	Three Months Ended March 31,
Millions of dollars	2025		2024
Cash flows from financing activities:
Repurchases of Company ordinary shares	$	(110)	$	—
Dividends paid - common stock	(433)		(408)

Issuance of long-term debt	—		744
Payments of debt issuance costs	—		(7)
Repayment of long-term debt	—		(775)









Other, net	(4)		34
Net cash used in financing activities	(547)		(412)
Effect of exchange rate changes on cash	38		(38)
(Decrease) increase in cash and cash equivalents and restricted cash	(1,518)		(1,074)
Cash and cash equivalents and restricted cash at beginning of period	3,388		3,405
Cash and cash equivalents and restricted cash at end of period	$	1,870	$	2,331

See Notes to the Consolidated Financial Statements.

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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, December 31, 2024	$	19	$	(1,500)	$	6,150	$	9,325	$	(1,532)	$	12,462	$	12
Net income	—		—		—		177		—		177		—
Other comprehensive income	—		—		—		—		85		85		—
Share-based compensation	—		51		(18)		(1)		—		32		—
Dividends - common stock ($1.34 per share)	—		—		—		(435)		—		(435)		—

Dividends - redeemable non-controlling interests ($15.00 per share)	—		—		—		(2)		—		(2)		—
Repurchases of Company ordinary shares	—		(110)		—		—		—		(110)		—



Balance, March 31, 2025	$	19	$	(1,559)	$	6,132	$	9,064	$	(1,447)	$	12,209	$	12


	Ordinary 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	—		—		—		473		—		473		—
Other comprehensive loss	—		—		—		—		(56)		(56)		—
Share-based compensation	—		78		(33)		(3)		—		42		—
Dividends - common stock ($1.25 per share)	—		—		—		(408)		—		(408)		—

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




Balance, March 31, 2024	$	19	$	(1,372)	$	6,112	$	9,752	$	(1,532)	$	12,979	$	14

See Notes to the Consolidated Financial Statements.

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LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

TABLE OF CONTENTS


		Page
1.	Basis of Presentation	9

2.	Accounting and Reporting Changes	9

3	Discontinued Operations	10

4.	Revenues	10

5.	Accounts Receivable	11

6.	Inventories	11

7.	Debt	12

8.	Financial Instruments and Fair Value Measurements	14

9.	Income Taxes	17

10.	Commitments and Contingencies	17

11.	Shareholders’ Equity and Redeemable Non-controlling Interests	18

12.	Per Share Data	21

13.	Segment and Related Information	22

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LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation

LyondellBasell Industries N.V. is a limited liability company (Naamloze Vennootschap) incorporated under Dutch law by deed of incorporation dated October 15, 2009. Unless otherwise indicated, the “Company,” “we,” “us,” “our” or similar words are used to refer to LyondellBasell Industries N.V. together with its consolidated subsidiaries (“LyondellBasell N.V.”). LyondellBasell N.V. is a worldwide manufacturer of chemicals and polymers, a producer of gasoline blending components and a developer and licensor of technologies for the production of polymers.

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

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

2. Accounting and Reporting Changes

Recently Adopted Guidance

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

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

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

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

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LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

3. Discontinued Operations

The following table presents components of discontinued operations:


	Three Months Ended March 31,
Millions of dollars	2025		2024
Sales and other operating revenues	$	1,199	$	2,090
Cost of sales	1,001		2,033
Selling, general and administrative expenses	2		5
Operating income	196		52
Provision for income taxes	42		12
Income from discontinued operations, net of tax	$	154	$	40

4. Revenues

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

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


	Three Months Ended March 31,
Millions of dollars		2025		2024
Sales and other operating revenues:
Olefins and co-products		$	1,066	$	1,245
Polyethylene		1,778		1,898
Polypropylene		1,538		1,498
Propylene oxide and derivatives		588		602
Oxyfuels and related products		1,131		1,110
Intermediate chemicals		541		789
Compounding and solutions		904		960
Other		131		202
Total		$	7,677	$	8,304

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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 dollars		2025		2024
Sales and other operating revenues:
United States		$	2,855	$	3,167
Germany		616		660
China		480		606
Mexico		409		436
Italy		327		401
Japan		318		234
France		265		257
Poland		203		242
The Netherlands		166		185
Other		2,038		2,116
Total		$	7,677	$	8,304

5. Accounts Receivable

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

6. Inventories

Inventories consisted of the following components:


Millions of dollars	March 31, 2025		December 31, 2024
Finished goods	$	3,127	$	3,014
Work-in-process	155		145
Raw materials and supplies	1,648		1,499
Total inventories	$	4,930	$	4,658

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

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LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

7. Debt

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


Millions of dollars	March 31, 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% ($18 million of discount; $6 million of debt issuance cost)	726		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)	536		515
Guaranteed Notes due 2027, $1,000 million, 3.5% ($2 million of discount; $1 million of debt issuance cost)	586		584
Guaranteed Notes due 2031, €500 million, 1.625% ($3 million of discount; $2 million of debt issuance cost)	533		514
Issued by LYB International Finance III LLC:
Guaranteed Notes due 2025, $500 million, 1.25%	489		487
Guaranteed Notes due 2030, $500 million, 3.375% ($1 million of debt issuance cost)	126		123
Guaranteed Notes due 2030, $500 million, 2.25% ($2 million of discount; $3 million of debt issuance cost)	476		473
Guaranteed Notes due 2033, $500 million, 5.625% ($5 million of debt issuance cost)	495		495
Guaranteed Notes due 2034, $750 million, 5.5% ($5 million of discount, $7 million of debt issuance cost)	738		738
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)	983		982
Guaranteed Notes due 2051, $1,000 million, 3.625% ($2 million of discount; $10 million of debt issuance cost)	932		918
Guaranteed Notes due 2060, $500 million, 3.8% ($4 million of discount; $5 million of debt issuance cost)	485		482
Other	18		17
Total	11,100		11,030
Less current maturities	(495)		(498)
Long-term debt	$	10,605	$	10,532

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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 dollars		2025		2024		2025		2024
Guaranteed Notes due 2025, 1.25%		$	(1)	$	—	$	3	$	4
Guaranteed Notes due 2026, 0.875%		—		—		4		4
Guaranteed Notes due 2027, 3.5%		(3)		4		2		5
Guaranteed Notes due 2030, 3.375%		(3)		3		15		18
Guaranteed Notes due 2030, 2.25%		(2)		3		19		21
Guaranteed Notes due 2031, 1.625%		2		1		3		1
Guaranteed Notes due 2050, 4.2%		(1)		(2)		1		2
Guaranteed Notes due 2051, 3.625%		(14)		11		56		70
Guaranteed Notes due 2060, 3.8%		(3)		3		6		9
Total		$	(25)	$	23	$	109	$	134

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

Long-Term Debt

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

Short-Term Debt

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

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

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

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LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

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

Additional Information

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

8. Financial Instruments and Fair Value Measurements

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

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


	Fair Value
Millions of dollars	March 31, 2025		December 31, 2024		Balance Sheet Classification
Assets–
Derivatives designated as hedges:
Commodities	$	38	$	14	Prepaid expenses and other current assets
Commodities	6		7		Other assets
Foreign currency	44		146		Prepaid expenses and other current assets
Foreign currency	—		66		Other assets
Interest rates	28		16		Prepaid expenses and other current assets

Derivatives not designated as hedges:
Commodities	2		18		Prepaid expenses and other current assets
Commodities	—		2		Other assets
Foreign currency	5		16		Prepaid expenses and other current assets



Total	$	123	$	285

Liabilities–
Derivatives designated as hedges:

Commodities	$	3	$	14	Accrued and other current liabilities
Commodities	3		5		Other liabilities
Foreign currency	11		9		Accrued and other current liabilities
Foreign currency	15		—		Other liabilities
Interest rates	28		36		Accrued and other current liabilities
Interest rates	122		146		Other liabilities
Derivatives not designated as hedges:
Commodities	26		11		Accrued and other current liabilities

Foreign currency	5		1		Accrued and other current liabilities


Total	$	213	$	222

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LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

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

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


	March 31, 2025				December 31, 2024
Millions of dollars	Carrying Value		Fair Value		Carrying Value		Fair Value




Precious metal financings	$	120	$	140	$	119	$	122
Long-term debt	10,593		9,106		10,521		9,048
Total	$	10,713	$	9,246	$	10,640	$	9,170

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

Derivative Instruments:

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

Notional Amount

Unit of Measure

Maturity Date

Millions of units

March 31, 2025

December 31, 2024

Derivatives designated as hedges:

Natural gas

MMBtu

2025 to 2028

Ethane

Bbls

2025 to 2027

Power

—

MWhs

2025 to 2028

Derivatives not designated as hedges:

Refined products

Bbls

2025 to 2026

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

Notional Amount

Millions of dollars

March 31, 2025

December 31, 2024

Maturity Date

Fair value hedges

2,166

2,158

2025 to 2031

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LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

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


	Notional Amount
Millions of dollars	March 31, 2025		December 31, 2024		Maturity Date
Net investment hedges	$	3,004	$	3,256	2025 to 2030
Cash flow hedges	294		300		2027
Not designated	943		772		2025 to 2026

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


	Effects of Financial Instruments
	Three Months Ended March 31,
	Balance 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)	$	—	$	1	$	—	$	—	Sales and other operating revenues
Commodities	37		(48)		(2)		38		—		—		Cost of sales
Foreign currency	(119)		95		11		(28)		12		19		Interest expense
Interest rates	—		11		1		1		13		(45)		Interest expense
Derivatives not designated as hedges:
Commodities	—		—		—		—		—		(1)		Sales and other operating revenues
Commodities	—		—		—		—		(19)		1		Cost of sales
Commodities	—		—		—		—		8		(7)		Income from discontinued operations, net of tax
Foreign currency	—		—		—		—		(29)		8		Other income (expense), net


Total	$	(82)	$	56	$	10	$	12	$	(15)	$	(25)

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

Other Financial Instruments:

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

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LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

9. Income Taxes

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

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

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

10. Commitments and Contingencies

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

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

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

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LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

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

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

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

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

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

11. Shareholders’ Equity and Redeemable Non-controlling Interests

Shareholders’ Equity

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


Millions of dollars, except per share amounts	Dividend Per Ordinary Share		Aggregate Dividends Paid		Date of Record
March 2025	$	1.34	$	433	March 10, 2025

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

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LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

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


Millions of dollars, except shares and per share amounts	Shares Repurchased	Average Purchase Price Per Share		Total Purchase Price, Including Commissions and Fees
For the three months ended March 31, 2025:

2024 Share Repurchase Authorization	1,485,648	$	74.29	$	110

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

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


	Three Months Ended March 31,
	2025	2024
Ordinary shares outstanding:
Beginning balance	323,889,832	324,483,402
Share-based compensation	424,241	803,335

Employee stock purchase plan	116,659	79,096
Purchase of ordinary shares	(1,485,648)	—
Ending balance	322,945,084	325,365,833

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


	Three Months Ended March 31,
	2025	2024
Ordinary shares held as treasury shares:
Beginning balance	16,532,666	15,939,096
Share-based compensation	(424,241)	(803,335)

Employee stock purchase plan	(116,659)	(79,096)
Purchase of ordinary shares	1,485,648	—

Ending balance	17,477,414	15,056,665

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LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

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


Millions of dollars	Financial Derivatives		Defined Benefit Pension and Other Postretirement Benefit Plans		Foreign Currency Translation Adjustments		Total
December 31, 2024	$	(111)	$	(281)	$	(1,140)	$	(1,532)
Other comprehensive income (loss) before reclassifications	27		(3)		33		57
Tax (expense) benefit before reclassifications	(5)		1		29		25
Amounts reclassified from accumulated other comprehensive loss	10		(5)		—		5
Tax (expense) benefit	(3)		1		—		(2)
Net other comprehensive income (loss)	29		(6)		62		85
Balance – March 31, 2025	$	(82)	$	(287)	$	(1,078)	$	(1,447)


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 before reclassifications	(12)		—		(43)		(55)
Tax benefit (expense) before reclassifications	2		—		(17)		(15)
Amounts reclassified from accumulated other comprehensive loss	12		4		—		16
Tax expense	(1)		(1)		—		(2)
Net other comprehensive income (loss)	1		3		(60)		(56)
Balance – March 31, 2024	$	(225)	$	(276)	$	(1,031)	$	(1,532)

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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 dollars	2025		2024
Reclassification adjustments for:
Financial derivatives:
Commodities	$	—	$	1	Sales and other operating revenues
Commodities	(2)		38		Cost of sales
Foreign currency	11		(28)		Interest expense
Interest rates	1		1		Interest expense
Income tax expense	(3)		(1)		Provision for income taxes
Financial derivatives, net of tax	7		11

Amortization of defined pension items:

Actuarial loss	3		3		Other income, net
Prior service cost	1		1		Other income, net
Curtailment gain	(9)		—		Income from discontinued operations, net of tax
Income tax benefit (expense)	1		(1)		Provision for income taxes
Defined pension items, net of tax	(4)		3

Total reclassifications, before tax	5		16
Income tax expense	(2)		(2)		Provision for income taxes
Total reclassifications, after tax	$	3	$	14	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 March 31, 2025 and December 31, 2024, we had 113,053 shares of redeemable non-controlling interest stock outstanding. These shares may be redeemed at any time at the discretion of the holders.

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

12. Per Share Data

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

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LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

Earnings per share data is as follows:


	Three Months Ended March 31,
	2025				2024
Millions of dollars	Continuing Operations		Discontinued Operations		Continuing Operations		Discontinued Operations
Net income (loss)	$	23	$	154	$	433	$	40


Dividends on redeemable non-controlling interests	(2)		—		(2)		—
Net income attributable to participating securities	(2)		—		(1)		—
Net income (loss) attributable to ordinary shareholders – basic and diluted	$	19	$	154	$	430	$	40

Millions of shares, except per share amounts
Basic weighted average common stock outstanding	324		324		325		325
Effect of dilutive securities	—		—		1		1
Potential dilutive shares	324		324		326		326

Earnings per share:
Basic	$	0.06	$	0.48	$	1.32	$	0.13
Diluted	$	0.06	$	0.48	$	1.31	$	0.13

13. Segment and Related Information

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

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

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

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

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

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

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

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LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

“Other” includes intersegment eliminations and items that are not directly related or allocated to business operations, such as foreign exchange gains or losses and components of pension and other postretirement benefit costs other than service costs. Sales between segments are made at prices approximating prevailing market prices.

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


	Three Months Ended March 31, 2025
Millions of dollars	O&P– Americas		O&P– EAI		I&D		APS		Technology		Other		Total
Sales and other operating revenues:
Customers	$	1,957	$	2,435	$	2,282	$	904	$	99	$	—	$	7,677
Intersegment	524		165		16		4		21		(730)		—
	2,481		2,600		2,298		908		120		(730)		7,677
Less:
Cost of sales	2,273		2,510		2,233		800		44		(732)		7,128

(Income) loss from equity investments	(7)		6		—		—		—		—		(1)

Other items	119		106		70		82		34		3		414
Add:
Depreciation and amortization expense	155		39		99		20		10		—		323
EBITDA	$	251	$	17	$	94	$	46	$	52	$	(1)	$	459

Capital expenditures	$	216	$	124	$	91	$	30	$	22	$	—	$	483


	Three Months Ended March 31, 2024
Millions of dollars	O&P– Americas		O&P– EAI		I&D		APS		Technology		Other		Total
Sales and other operating revenues:
Customers	$	2,087	$	2,562	$	2,527	$	960	$	168	$	—	$	8,304
Intersegment	784		183		59		5		24		(1,055)		—
	2,871		2,745		2,586		965		192		(1,055)		8,304
Less:
Cost of sales	2,400		2,643		2,300		861		52		(1,056)		7,200

(Income) loss from equity investments	(9)		32		4		—		—		—		27

Other items	110		108		70		89		33		9		419
Add:
Depreciation and amortization expense	151		52		100		20		11		—		334
EBITDA	$	521	$	14	$	312	$	35	$	118	$	(8)	$	992

Capital expenditures	$	181	$	87	$	142	$	23	$	24	$	1	$	458

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LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

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

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


	Three Months Ended March 31,
Millions of dollars	2025		2024
EBITDA:
Total segment EBITDA	$	460	$	1,000
Other EBITDA	(1)		(8)
Less:
Depreciation and amortization expense	(323)		(334)
Interest expense	(107)		(127)
Indirect SG&A expense reallocation to continuing operations	—		(29)
Add:
Interest income	30		41
Income from continuing operations before income taxes	$	59	$	543

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

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

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

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

OVERVIEW

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

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

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

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


	Three Months Ended
	March 31,		December 31,		March 31,
Millions of dollars	2025		2024		2024
Sales and other operating revenues	$	7,677	$	7,808	$	8,304
Cost of sales	7,128		7,003		7,200
Impairments	—		944		—
Selling, general and administrative expenses	401		419		421
Research and development expenses	34		39		32
Operating income (loss)	114		(597)		651
Interest expense	(107)		(116)		(127)
Interest income	30		36		41
Gain (loss) on sale of business	—		(9)		—
Other income, net	21		19		5
Income (loss) from equity investments	1		(151)		(27)
Income (loss) from continuing operations before income taxes	59		(818)		543
Provision for (benefit from) income taxes	36		(255)		110
Income (loss) from continuing operations	23		(563)		433
Income (loss) from discontinued operations, net of tax	154		(40)		40
Net income (loss)	177		(603)		473
Other comprehensive income (loss), net of tax –
Financial derivatives	29		53		1
Defined benefit pension and other postretirement benefit plans	(6)		(12)		3
Foreign currency translations	62		(199)		(60)
Total other comprehensive income (loss), net of tax	85		(158)		(56)
Comprehensive income (loss)	$	262	$	(761)	$	417

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RESULTS OF OPERATIONS

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

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

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

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

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

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

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

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

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

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

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

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

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

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Segment Analysis

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

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


	Three Months Ended
	March 31,		December 31,		March 31,
Millions of dollars	2025		2024		2024
Net income (loss)	$	177	$	(603)	$	473
Provision for (benefit from) income taxes	78		(265)		122
Depreciation and amortization	323		389		365
Interest expense, net	77		80		86
EBITDA	$	655	$	(399)	$	1,046

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


	Three Months Ended
	March 31,		December 31,		March 31,
Millions of dollars	2025		2024		2024
Sales and other operating revenues:
O&P-Americas segment	$	2,481	$	2,754	$	2,871
O&P-EAI segment	2,600		2,471		2,745
I&D segment	2,298		2,357		2,586
APS segment	908		825		965

Technology segment	120		174		192
Other, including intersegment eliminations	(730)		(773)		(1,055)
Total	$	7,677	$	7,808	$	8,304
Operating income (loss):
O&P-Americas segment	$	85	$	334	$	356
O&P-EAI segment	(23)		(1,066)		(11)
I&D segment	(9)		137		212
APS segment	17		(71)		13

Technology segment	42		98		109
Other, including intersegment eliminations	2		(29)		(28)
Total	$	114	$	(597)	$	651

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	Three Months Ended
	March 31,		December 31,		March 31,
Millions of dollars	2025		2024		2024
Depreciation and amortization:
O&P-Americas segment	$	155	$	159	$	151
O&P-EAI segment	39		58		52
I&D segment	99		97		100
APS segment	20		26		20
Technology segment	10		11		11
Total	$	323	$	351	$	334
Income (loss) from equity investments:
O&P-Americas segment	$	7	$	1	$	9
O&P-EAI segment	(6)		(152)		(32)
I&D segment	—		—		(4)

Total	$	1	$	(151)	$	(27)
Gain (loss) on sale of business:


I&D segment	$	—	$	(9)	$	—




Total	$	—	$	(9)	$	—
Other income, net:
O&P-Americas segment	$	4	$	2	$	5
O&P-EAI segment	7		4		5
I&D segment	4		16		4
APS segment	9		5		2

Technology segment	—		(1)		(2)
Other, including intersegment eliminations	(3)		(7)		(9)
Total	$	21	$	19	$	5
EBITDA:
O&P-Americas segment	$	251	$	496	$	521
O&P-EAI segment	17		(1,156)		14
I&D segment	94		241		312
APS segment	46		(40)		35

Technology segment	52		108		118
Discontinued operations	196		(12)		83
Other, including intersegment eliminations	(1)		(36)		(37)
Total	$	655	$	(399)	$	1,046

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Olefins and Polyolefins-Americas Segment

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

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

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

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

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

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


	Three Months Ended
	March 31,		December 31,		March 31,
Millions of dollars	2025		2024		2024
Sales and other operating revenues	$	2,481	$	2,754	$	2,871
Income from equity investments	7		1		9
EBITDA	251		496		521

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

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

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

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

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

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

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Olefins and Polyolefins-Europe, Asia, International Segment

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

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

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


	Three Months Ended
	March 31,		December 31,		March 31,
Millions of dollars	2025		2024		2024
Sales and other operating revenues	$	2,600	$	2,471	$	2,745
Loss from equity investments	(6)		(152)		(32)
EBITDA	17		(1,156)		14

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

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

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

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

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

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

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Intermediates and Derivatives Segment

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

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


	Three Months Ended
	March 31,		December 31,		March 31,
Millions of dollars	2025		2024		2024
Sales and other operating revenues	$	2,298	$	2,357	$	2,586
Loss from equity investments	—		—		(4)
EBITDA	94		241		312

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

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

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

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

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

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

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Advanced Polymer Solutions Segment

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

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


	Three Months Ended
	March 31,		December 31,		March 31,
Millions of dollars	2025		2024		2024
Sales and other operating revenues	$	908	$	825	$	965

EBITDA	46		(40)		35

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

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

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

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

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

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

Technology Segment

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

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


	Three Months Ended
	March 31,		December 31,		March 31,
Millions of dollars	2025		2024		2024
Sales and other operating revenues	$	120	$	174	$	192
EBITDA	52		108		118

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

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

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

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

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

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

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FINANCIAL CONDITION

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


	Three Months Ended March 31,
Millions of dollars	2025		2024
Cash used in:
Operating activities	$	(579)	$	(114)
Investing activities	(430)		(510)
Financing activities	(547)		(412)

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

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

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

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

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

Liquidity and Capital Resources

Overview

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

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

Cash Improvement Plan

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

Cash and Liquid Investments

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

Credit Arrangements

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

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

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

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

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

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Share Repurchases

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

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

CURRENT BUSINESS OUTLOOK

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

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

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

ACCOUNTING AND REPORTING CHANGES

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

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Item 4. CONTROLS AND PROCEDURES

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

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

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PART II. OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

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

Item 1A. RISK FACTORS

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

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




Issuer Purchases of Equity Securities

Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Authorizations	Maximum Number of Shares That May Yet Be Purchased Under the Plans or Authorizations
January 1 - January 31, 2025	660,131	$	75.76	660,131	31,145,771
February 1 - February 28, 2025	33,181	$	75.36	33,181	31,112,590

March 1 - March 31, 2025	792,336	$	73.03	792,336	30,320,254
Total	1,485,648	$	74.29	1,485,648

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

Item 4. MINE SAFETY DISCLOSURES

Not applicable.

Item 5. OTHER INFORMATION

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

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Item 6. EXHIBITS


Exhibit Number						Description



31.1*						Certification of Principal Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934

31.2*						Certification of Principal Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934

32**						Certifications pursuant to 18 U.S.C. Section 1350

101.INS*						XBRL Instance Document–The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.

101.SCH*						XBRL Schema Document

101.CAL*						XBRL Calculation Linkbase Document

101.DEF*						XBRL Definition Linkbase Document

101.LAB*						XBRL Labels Linkbase Document

101.PRE*						XBRL Presentation Linkbase Document

104*						Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

* Filed herewith

** Furnished herewith

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		LYONDELLBASELL INDUSTRIES N.V.

Date:	April 25, 2025
		/s/ Matthew D Hayes

		Matthew D. Hayes
		Senior Vice President,
		Chief Accounting Officer
		(Principal Accounting Officer)

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Date	Price Target	Rating	Analyst
4/9/2025	$62.00	Outperform → Sector Perform	RBC Capital Mkts
4/7/2025	$51.00	Neutral → Sell	UBS
4/4/2025	$60.00	Overweight → Neutral	Analyst
1/7/2025	$112.00 → $95.00	Overweight → Neutral	Piper Sandler
3/1/2024		Underperform	Wolfe Research
2/5/2024	$95.00 → $100.00	Neutral → Overweight	JP Morgan
1/10/2024	$105.00	Buy → Hold	Deutsche Bank
1/3/2024		Hold → Buy	Vertical Research

SEC Form 10-Q filed by LyondellBasell Industries NV

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