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LyondellBasell Industries N.V.

For the period ended Mar 31, 2026. Filed May 1, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed May 1, 2026

LYB$60.72-1.5%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-09-30; filed 2025-10-31.

0001489393-25-000056

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

Current report: 10-Q

Period ended 2026-03-31; filed 2026-05-01.

0001489393-26-000028

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

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 158 previous paragraphs and 130 current paragraphs.

56 unchanged; 36 reworded; 38 added; 66 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 10 previous and 10 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (38)

Current report

Results from continuing operations for the first quarter of 2026 increased compared to the fourth quarter of 2025. During the fourth quarter of 2025 we recognized last-in, first-out (“LIFO”) inventory valuation charges of $107 million primarily in our Olefins and Polyolefins-Americas (“O&P-Americas”) and Intermediates and Derivatives (“I&D”) segments. In our O&P-Americas segment, results improved relative to the prior quarter as lower feedstock costs and accelerating product prices benefited integrated polyethylene margins. Tightening market conditions supported higher polyethylene prices in both domestic and export markets. In our Olefins and Polyolefins-Europe, Asia, International (“O&P-EAI”) segment, a combination of reduced imports and improved seasonal demand drove higher prices and volumes. In our I&D segment, propylene oxide and derivatives margins strengthened with improved pricing and increased demand. A delayed restart of the La Porte acetyls assets impacted first quarter profitability. In oxyfuels, margins compressed due to lower gasoline cracks and octane premiums while volumes were impacted by an outage at the Bayport PO/TBA site that began in March.

Current report

Results from continuing operations for the first quarter of 2026 increased compared to the first quarter of 2025. In our I&D segment, propylene oxide and derivatives margins improved from lower feedstock costs. First quarter of 2025 results for our I&D segment included shutdown costs related to our European PO Joint Venture. In our O&P-Americas segment, polyethylene margins increased from lower feedstock costs. These improvements were partially offset by lower results in our O&P-EAI segment driven by lower polymer volumes. Additionally, results in our Technology segments decreased as a result of lower licensing and catalyst margins.

Current report

During the first quarter of 2026 we used $269 million of cash from operating activities. We invested $269 million in capital projects and returned $224 million to shareholders through dividend payments.

Current report

Selling, General and Administrative (“SG&A”) Expenses—SG&A expenses increased by $38 million, or 10%, in the first quarter of 2026 compared to the fourth quarter of 2025, primarily driven by an increase in employee-related expenses.

Current report

Operating Income (Loss)—Operating income increased by $327 million, or 372%, in the first quarter of 2026 compared to the fourth quarter of 2025. Operating income in our O&P-Americas, O&P-EAI, APS and I&D segments increased by $174 million, $143 million, $43 million and $26 million, respectively. These increases were partially offset by a decrease in our Technology segment of $62 million.

Current report

Other Income, Net—Other income decreased by $55 million, or 85%, in the first quarter of 2026 compared to the fourth quarter of 2025, largely due to a $67 million gain on the sale of excess European emissions credits recognized in the fourth quarter of 2025.

Current report

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

Current report

Defined benefit pension and other postretirement benefit plans led to a decrease in Comprehensive income of $43 million in the first quarter of 2026 compared to the fourth quarter of 2025, as the fourth quarter of 2025 included annual changes in actuarial assumptions.

Current report

Overview—EBITDA increased in the first quarter of 2026 compared to the fourth quarter of 2025 and first quarter of 2025 largely due to higher olefin and polyethylene margins.

Current report

First quarter of 2026 versus fourth quarter of 2025—Increased demand drove average sales prices higher resulting in a 15% increase in revenue. Lower volumes driven by a decline in polyethylene exports led to an 11% decrease in revenue.

Current report

EBITDA—EBITDA increased by $165 million, or 102%, in the first quarter of 2026 compared to the fourth quarter of 2025 and by $76 million, or 30% in the first quarter of 2026 compared to the first quarter of 2025.

Current report

First quarter of 2026 versus fourth quarter of 2025—Stronger olefins results, reflecting improved margins resulting from favorable product pricing and lower feedstock costs, led to a 46% increase in EBITDA. Polyethylene results contributed to a 38% increase in EBITDA, reflecting margin expansion from higher sales prices driven by supply constraints. Additionally, a $52 million LIFO inventory charge recognized during the fourth quarter of 2025 contributed to a 32% change in EBITDA.

Current report

First quarter of 2026 versus first quarter of 2025—Higher polyethylene results contributed to a 24% increase in EBITDA, reflecting improved margins from lower feedstock costs. Improved olefins results, as the first quarter of 2025 was impacted by planned downtime, led to a 16% increase in EBITDA.

Current report

Overview—EBITDA increased in the first quarter of 2026 compared to the fourth quarter of 2025 driven by higher polymer margins and equity income.

Current report

EBITDA decreased in the first quarter of 2026 compared to the first quarter of 2025, as a result of lower polymer volumes and lower equity income. In addition, results for the current period reflect impairment charges and transaction‑related costs associated with the sale of certain European olefins and polyolefins assets and the related business.

Current report

Revenue—Revenues increased by $165 million, or 7%, in the first quarter of 2026 compared to the fourth quarter of 2025 and decreased by $99 million, or 4%, in the first quarter of 2026 compared to the first quarter of 2025.

Current report

First quarter of 2026 versus fourth quarter of 2025—Higher volumes resulted in a revenue increase of 3% driven by stronger demand after year end destocking. Higher average sales prices due to constrained supply drove a 3% increase in revenue. Favorable foreign exchange impacts resulted in a 1% increase in revenue.

Current report

First quarter of 2026 versus first quarter of 2025—Lower demand led to a decrease in average sales prices and volumes reducing revenues by 13% and 2%, respectively. Favorable foreign exchange impacts resulted in an 11% increase in revenues.

Current report

First quarter of 2026 versus fourth quarter of 2025—EBITDA increased 88% due to improved polymer results, as higher average sales prices expanded margins. Lower losses from equity investments increased EBITDA by 21%. These improvements were partially offset by a 71% decline in EBITDA attributable to the absence of a gain on sale of excess emission credits recognized in the fourth quarter of 2025.

Current report

First quarter of 2026 versus first quarter of 2025—Impairments of property, plant and equipment recognized in the first quarter of 2026 resulted in an 88% decline in EBITDA. Weaker polymer results led to a 94% decrease in EBITDA, attributable to lower volumes reflecting a decline in demand. Equity income declined, driving a 59% decrease in EBITDA, due to lower volumes associated with maintenance downtime. The remaining decrease was mostly attributable to costs incurred in the first quarter of 2026 related to the disposition of select European olefins and polyolefins assets and the associated business, see Note 4 to our Consolidated Financial Statements for additional information.

Current report

EBITDA increased in the first quarter of 2026 compared to the first quarter of 2025 as a result of improved margins for propylene oxide and derivatives, partially offset by a decrease in intermediate chemicals volumes. Additionally, the first quarter of 2025 included $117 million of shutdown costs related to our European PO Joint Venture.

Current report

Revenue—Revenues decreased by $93 million, or 4%, in the first quarter of 2026 compared to the fourth quarter of 2025 and by $238 million, or 10%, in the first quarter of 2026 compared to the first quarter of 2025.

Current report

EBITDA—EBITDA increased by $29 million, or 15%, in the first quarter of 2026 compared to the fourth quarter of 2025 and by $130 million, or 138%, in the first quarter of 2026 compared to the first quarter of 2025.

Current report

First quarter of 2026 versus fourth quarter of 2025— Propylene oxide and derivatives results led to a 19% increase in EBITDA driven by improved pricing. Intermediate chemicals results drove a 10% increase in EBITDA driven by improved margins. Oxyfuels and related products results led to a 44% decrease in EBITDA, with approximately half of the decline attributable to lower margins resulting from reduced prices and the remainder driven by lower volumes due to lower demand following a strong fourth quarter of 2025. During the fourth quarter of 2025 we recognized a LIFO inventory charge of $51 million. The absence of a similar charge in the first quarter of 2026 resulted in a 26% increase in EBITDA.

Current report

First quarter of 2026 versus first quarter of 2025—During the first quarter of 2025 we incurred $117 million in shutdown costs related to the closure of our European PO Joint venture. The absence of a similar charge in the first quarter of 2026 resulted in a 124% increase in EBITDA. Propylene oxide and derivatives results led to a 55% increase in EBITDA primarily due to improved margins from lower feedstock costs. This increase was partially offset by a 43% reduction in EBITDA attributable to lower intermediate chemicals volumes caused by unplanned downtime.

Current report

Overview—EBITDA increased in the first quarter of 2026 relative to the fourth quarter of 2025 as a result of higher volumes, slightly offset by lower margins. Additionally, during the fourth quarter of 2025, we recognized $20 million of shutdown costs for our European APS specialty powders business unit. EBITDA increased in the first quarter of 2026 compared to the first quarter of 2025 as a result of improved margins, partially offset by lower volumes.

Current report

Revenue—Revenues increased by $99 million, or 13%, in the first quarter of 2026 compared to the fourth quarter of 2025 and decreased by $32 million, or 4%, in the first quarter of 2026 compared to the first quarter of 2025.

Current report

EBITDA—EBITDA increased by $41 million in the first quarter of 2026 compared to the fourth quarter of 2025 and by $12 million or 26% in the first quarter of 2026 compared to the first quarter of 2025.

Current report

First quarter of 2026 versus fourth quarter of 2025—During the fourth quarter of 2025, we recognized $20 million of site closure costs. The remainder of the change was substantially due to increased volumes driven by stronger demand.

Current report

First quarter of 2026 versus first quarter of 2025—Improved margins primarily related to favorable feedstock pricing drove a 65% increase in EBITDA. Lower volumes, stemming from weaker automotive demand and challenging market conditions, resulted in a 35% decrease in EBITDA.

Current report

Revenue—Revenues decreased by $71 million, or 40%, in the first quarter of 2026 compared to the fourth quarter of 2025 and by $14 million, or 12%, in the first quarter of 2026 compared to the first quarter of 2025.

Current report

EBITDA—EBITDA decreased by $62 million, or 78%, in the first quarter of 2026 compared to the fourth quarter of 2025 and by $34 million, or 65%, in the first quarter of 2026 compared to the first quarter of 2025.

Current report

First quarter of 2026 versus first quarter of 2025—Lower catalyst margins resulted in a 35% decrease in EBITDA driven by higher costs. Licensing results led to a 33% decrease in EBITDA as contracts with lower average values reached significant milestones.

Current report

Operating Activities—Cash used in operating activities of$269 millionin the first three months of 2026 primarily reflected earnings adjusted for non-cash items and cash activities primarily related to Accounts receivable and Accounts payable. An increase in Accounts receivable of $797 million was primarily driven by higher average sales prices reflecting higher crude pricing. The increase of $291 million in Accounts payable was primarily driven by higher raw material costs.

Current report

In the second quarter of 2026, market conditions are expected to improve across almost all businesses, reflecting tighter supply dynamics and favorable pricing trends resulting from the disruption in the Middle East. In North America, further margin expansion is anticipated, driven by increased export demand and crude-linked pricing dynamics. In Europe, the completion of the European asset sale is expected to improve average margins while reducing cost. Reduced exports from the Middle East and Asia to Europe are leading to increased polymer spreads, which are expected to more than offset lower volumes associated with the divestiture. In oxyfuels, higher margins from widening spreads should partially offset lower volumes associated with unplanned downtime at the Bayport PO/TBA site. Intermediate chemicals results are expected to improve with stronger methanol and acetyls margins.

Current report

We are aligning second quarter operations to capture value and match demand by maximizing operating rates for our O&P-Americas assets and raising rates for our European O&P-EAI assets to 80% while the I&D segment is expected to keep rates at 75%. Ongoing geopolitical uncertainty is likely to continue to drive supply dislocation and price volatility.

Current report

Inventory—As of December 31, 2025, three of our nine LIFO inventory pools, with a combined carrying value of $1.6 billion, were valued close to their respective market values. Due to increases in market prices during the first quarter of 2026, none of our LIFO inventory pools were at risk for lower of cost or market adjustments.

Current report

•uncertainties associated with worldwide economic conditions, including those resulting from geopolitical instability and global supply disruptions related to ongoing conflicts such as the war in the Middle East could adversely affect demand, pricing, and supply chain reliability, increase counterparty and credit risks, and impact the company’s liquidity, financial condition, and results of operations;
Removed paragraphs (66)

Previous report

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.

Previous report

Results from continuing operations for the third quarter of 2025 decreased compared to the second quarter of 2025 primarily as a result of non-cash impairment charges recognized in the third quarter of 2025 for our Olefins and Polyolefins-Europe, Asia, International (“O&P-EAI”) and Advanced Polymer Solutions (“APS”) segments. In our Olefins and Polyolefins-Americas (“O&P-Americas”) segment improved profitability was supported by increased olefins margins and higher sales volumes following the successful completion of turnarounds at our facility in Channelview, Texas. Polyethylene spreads decreased as monomer costs rose. Our sales volumes improved on higher domestic demand for polyethylene given our North American market position, along with higher export flows to key global markets. Polypropylene demand remained weak. In our O&P-EAI segment, improved operations yielded higher monomer volumes while polymer prices were pressured by increased competition from imports. In our Intermediates and Derivatives (“I&D”) segment, oxyfuels results improved sequentially on increased octane blend premiums, lower butane raw material prices and modestly higher sales volumes partially offset by declining styrene margins as global supply normalized. In September, we started a two-month turnaround at our La Porte, Texas acetyls unit that will position the asset for improved productivity and reliability.

Previous report

Results from continuing operations for the first nine months of 2025 decreased compared to the first nine months of 2024 primarily as a result of non-cash impairment charges recognized for our O&P-EAI and APS segments. In our O&P-Americas segment, olefins and polyethylene margins decreased on higher feedstock and energy costs and a weakened economic environment. In our I&D segment, oxyfuels and related products results declined due to lower crude oil prices and global oversupply. Results for our I&D segment were further impacted by the recognition of shutdown costs related to our European PO Joint Venture during the first quarter of 2025, and by a gain on sale of our U.S. Gulf Coast-based Ethylene Oxide & Derivatives (“EO&D”) business recognized during the second quarter of 2024. In our Technology segment, licensing results decreased as the planned pace of global polyolefin capacity additions moderate.

Previous report

In October 2025, we entered into a sales and purchase agreement for the sale of select olefins & polyolefins assets and the associated business in Europe. Closing of the proposed transaction is currently expected in the first half of 2026. See Note 4 to our Consolidated Financial Statements for additional information.

Previous report

During the first nine months of 2025 we generated $755 million of cash from operating activities primarily reflecting a net loss adjusted for non-cash items, timing of payment of Accounts payable and tax payments, including U.S. Federal corporate income tax payments deferred from 2024 into 2025 under Hurricane Beryl disaster relief. In connection with our overall capital allocation strategy, we invested $1,428 million in capital expenditures and returned $1,522 million to shareholders through dividend payments and share repurchases.

Previous report

Impairments—During the second quarter of 2025, we recognized a non-cash impairment charge of $32 million related to property, plant and equipment associated with the European assets classified as held for sale within our O&P EAI segment.

Previous report

During the third quarter of 2025, a prolonged downturn in, and outlook for, the European petrochemical and global automotive industries, particularly affecting our O&P-EAI and APS segments, combined with the sustained decline in our market capitalization, drove non-cash impairment charges totaling $1,202 million. Refer to Note 14 to our Consolidated Financial Statements for additional information.

Previous report

Operating income decreased by $2,847 million, or 113%, in the first nine months of 2025 compared to the first nine months of 2024. Operating income in our O&P-Americas, APS, O&P-EAI, I&D and Technology segments decreased by $998 million, $761 million, $531 million, $478 million, and $172 million, respectively.

Previous report

(Loss) Gain on Sale of Business—In the second quarter of 2024, we completed the sale of our EO&D business and associated production facilities located in Bayport, Texas and recognized a pre-tax gain of $293 million.

Previous report

(Loss) income from Equity Investments—Results from equity investments decreased by $15 million, in the third quarter of 2025 compared to the second quarter of 2025 primarily driven by increased costs and lower volumes for Saudi Arabian joint ventures in our O&P EAI segment. Equity income improved by $66 million in the first nine months of 2025 compared to the first nine months of 2024 as the first nine months of 2024 included equity losses recognized by a Chinese joint venture in our O&P-EAI segment. Our Chinese joint venture was subsequently fully impaired during the fourth quarter of 2024.

Previous report

Income Taxes—Our effective income tax rate for the third quarter of 2025 was 3.2% compared to 30.8% for the second quarter of 2025. The lower effective tax rate for the third quarter of 2025 was due to the relative impact of our tax rate drivers, primarily exempt income, due to lower earnings that decreased our effective income tax rate by 31.4 percentage points, coupled with the discrete tax recognition in the second quarter of 2025 of foreign exchange gains and losses of 16.8 percentage points. To a lesser extent, the lower effective tax rate for the third quarter of 2025 was driven by non-cash impairments, for which there is largely no tax benefit, recognized discretely in the third quarter that decreased our effective income tax rate by 7.8 percentage points. These decreases were partially offset by the establishment of a valuation allowance against deferred tax assets, for which no tax benefit can be recognized, in the United Kingdom that increased the effective tax rate by 28.0 percentage points.

Previous report

(Loss) income from Discontinued Operations, Net of Tax—Loss (income) from discontinued operations decreased by $21 million in the third quarter of 2025 compared to the second quarter of 2025. During the third quarter of 2025, we recognized a $29 million loss from discontinued operations, net of tax, related to our Berre refinery primarily driven by the recognition of an environmental reserve.

Previous report

Overview—EBITDA increased in the third quarter of 2025 compared to the second quarter of 2025 primarily due to higher olefins margins. EBITDA decreased in the first nine months of 2025 relative to the first nine months of 2024 as margins decreased for most businesses.

Previous report

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

Previous report

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

Previous report

•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.

Previous report

Third quarter of 2025 versus second quarter of 2025—Higher volumes from improved operating rates resulted in a 13% increase in revenue. Lower average sales prices, driven by increased polyethylene market supply, led to a 3% decrease in revenue.

Previous report

EBITDA—EBITDA increased by $105 million, or 34%, in the third quarter of 2025 compared to the second quarter of 2025 and decreased by $967 million, or 50%, in the first nine months of 2025 compared to the first nine months of 2024.

Previous report

Third quarter of 2025 versus second quarter of 2025—Higher olefins results led to a 49% increase in EBITDA driven by improved margins primarily from lower cost of ethylene due to co-product contribution. Lower polymer results led to a 15% decrease in EBITDA driven by lower margins as sales prices did not keep up with higher monomer cost due to market conditions.

Previous report

First nine months of 2025 versus first nine months of 2024—Lower olefins results led to a 32% decrease in EBITDA driven by lower margins from a decrease in co-product contribution combined with higher energy costs. Lower polyethylene results led to a 16% decrease in EBITDA primarily driven by lower product margins attributed to unfavorable macroeconomic conditions.

Previous report

Overview—EBITDA decreased in the third quarter of 2025 compared to the second quarter of 2025 and in the first nine months of 2025 compared to the first nine months of 2024, primarily due to the recognition of a $400 million non-cash goodwill impairment charge in the third quarter of 2025. See Note 14 to our Consolidated Financial Statements for additional information.

Previous report

Revenue—Revenues decreased by $117 million, or 4%, in the third quarter of 2025 compared to the second quarter of 2025 and by $505 million, or 6%, in the first nine months of 2025 compared to the first nine months of 2024.

Previous report

Third quarter of 2025 versus second quarter of 2025—Lower volumes resulted in a revenue decrease of 4% primarily due to lower demand. Lower average sales prices primarily as a result of a decrease in the price of naphtha drove a 3% decrease in revenue. Favorable foreign exchange impacts resulted in a 3% increase in revenue.

Previous report

First nine months of 2025 versus first nine months of 2024—Lower average sales prices primarily as a result of a decrease in the price of naphtha drove a 7% decrease in revenue. Lower volumes resulted in a decrease of 2% due to lower demand and unplanned downtime. Favorable foreign exchange impacts resulted in a 3% increase in revenues.

Previous report

EBITDA—EBITDA decreased by $383 million in the third quarter of 2025 compared to the second quarter of 2025 and by $527 million in the first nine months of 2025 compared to the first nine months of 2024.

Previous report

During the third quarter of 2025, we recognized a $400 million non-cash goodwill impairment charge related to a prolonged downturn in, and outlook for, the European petrochemical industry. See Note 14 to our Consolidated Financial Statements for additional information.

Previous report

Third quarter of 2025 versus second quarter of 2025— Improved olefins results contributed to an increase in EBITDA equally driven by improved margins from lower feedstock costs and higher volumes with less unplanned downtime. This improvement was offset by lower polymer margins on lower average sales prices. The remaining change was primarily due to recognition of the non-cash goodwill impairment charge in the third quarter of 2025.

Previous report

First nine months of 2025 versus first nine months of 2024—Lower polyethylene results led to a 58% decrease in EBITDA driven by lower margins reflecting the weakening economic environment. The remaining change was primarily due to the recognition of the non-cash goodwill impairment charge in the third quarter of 2025.

Previous report

EBITDA decreased in the first nine months of 2025 compared to the first nine months of 2024 as a result of lower oxyfuels and related products margins, shutdown costs related to our European PO Joint Venture recognized in the first quarter of 2025, and the absence of a gain on sale of our EO&D business recognized in the second quarter of 2024.

Previous report

Revenue—Revenues increased by $68 million, or 3%, in the third quarter of 2025 compared to the second quarter of 2025 and decreased by $1,151 million, or 14%, in the first nine months of 2025 compared to the first nine months of 2024.

Previous report

EBITDA—EBITDA increased by $17 million, or 6%, in the third quarter of 2025 compared to the second quarter of 2025 and decreased by $740 million, or 52%, in the first nine months of 2025 compared to the first nine months of 2024.

Previous report

In May 2024, we sold our U.S. Gulf Coast-based EO&D business along with the production facilities located in Bayport, TX and recognized a pre-tax gain of $293 million during the second quarter of 2024.

Previous report

In March 2025, we announced our plans to permanently close the European PO Joint Venture, resulting in the recognition of $117 million in shutdown costs during the first quarter of 2025.

Previous report

Third quarter of 2025 versus second quarter of 2025—Oxyfuels and related products results led to a 39% increase in EBITDA primarily due to higher margins primarily driven by higher octane values. Intermediate chemicals results led to an EBITDA decrease of 26% due to margin compression resulting from global supply normalizing as well as the absence of a $36 million gain on sale of precious metals recognized during the second quarter of 2025. Propylene oxide and derivatives results led to a 6% decrease in EBITDA primarily from lower sales volumes due to unplanned outages.

Previous report

First nine months of 2025 versus first nine months of 2024—Oxyfuels and related products results led to a 22% decline in EBITDA largely due to weaker demand and global oversupply. The remaining change was primarily due to the recognition of a gain on sale of our EO&D business in 2024 and costs incurred related to the announced closure of our European PO Joint Venture in the first quarter of 2025.

Previous report

Overview—EBITDA decreased in the third quarter of 2025 relative to the second quarter of 2025 and in the first nine months of 2025 relative to the first nine months of 2024, primarily due to the recognition of $782 million of non-cash impairment charges in the third quarter of 2025. See Note 14 to our Consolidated Financial Statements for additional information.

Previous report

Revenue—Revenues decreased by $47 million, or 5%, in the third quarter of 2025 compared to the second quarter of 2025 and by $114 million, or 4%, in the first nine months of 2025 compared to the first nine months of 2024.

Previous report

EBITDA—EBITDA decreased by $778 million in the third quarter of 2025 compared to the second quarter of 2025 and by $762 million or 811% in the first nine months of 2025 compared to the first nine months of 2024.

Previous report

During the third quarter of 2025, we recognized $782 million of non-cash impairment charges related to a prolonged downturn in, and outlook for, the global automotive industry. See Note 14 to our Consolidated Financial Statements for additional information.

Previous report

Third quarter of 2025 versus second quarter of 2025—Lower volumes primarily from lower seasonal demand and challenging market conditions resulted in a 41% decrease in EBITDA. Higher margins related to lower fixed costs resulted in a 59% increase in EBITDA. The remaining decrease was primarily due to the recognition of non-cash impairment charges recognized in the third quarter of 2025.

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Reworded paragraphs (36)

Previous wording

Revenues—Revenues increased by $69 million, or 1%, in the third quarter of 2025 compared to the second quarter of 2025. Higher sales volumes resulted in a 3% increase in revenue. Favorable foreign exchange impact resulted in a 2% increase in revenues. Lower average sales prices for many of our products resulted in a 4% decrease in revenues.

Current wording

Revenues—Revenues increased by $106 million, or 1%, in the first quarter of 2026 compared to the fourth quarter of 2025. Higher average sales prices for many of our products drove a 7% increase in revenues, while lower sales volumes driven by lower demand and unplanned downtime led to a 6% decrease in revenues.

Previous wording

Revenues decreased by $2,524 million, or 10%, in the first nine months of 2025 compared to the first nine months of 2024. Lower average sales prices for many of our products resulted in a 7% decrease in revenues. Lower sales volumes driven by lower demand led to a 4% decrease in revenues. Favorable foreign exchange impact led to a 1% increase in revenues.

Current wording

Revenues decreased by $480 million, or 6%, in the first quarter of 2026 compared to the first quarter of 2025. Lower average sales prices for many of our products resulted in a 10% decrease in revenues. Lower sales volumes, driven by reduced demand, led to a 2% decrease in revenues. Favorable foreign exchange impacts led to a 6% increase in revenues.

Previous wording

Cost of Sales—Cost of sales decreased by $50 million, or 1%, in the third quarter of 2025 compared to the second quarter of 2025 and by $927 million or 4% in the first nine months of 2025 compared to the first nine months of 2024 primarily due to lower feedstock and energy costs. Additionally, during the first quarter of 2025 we recognized $117 million in shutdown costs related to our plans to permanently close the European PO Joint Venture.

Current wording

Cost of Sales—Cost of sales decreased by $260 million, or 4%, in the first quarter of 2026 compared to the fourth quarter of 2025, and by $632 million, or 9%, compared to the first quarter of 2025. These decreases were driven by lower feedstock costs. Further, in the first quarter of 2025, we recognized $117 million in shutdown costs related to the permanent closure of our European PO Joint Venture.

Previous wording

Operating Income—Operating income decreased by $1,016 million, or 356%, in the third quarter of 2025 compared to the second quarter of 2025. Operating income in our APS, O&P-EAI and Technology segments decreased $775 million, $370 million and $18 million, respectively. These decreases were partially offset by increases in our O&P-Americas and I&D segments of $104 million and $43 million, respectively.

Current wording

Operating income increased by $125 million, or 110%, in the first quarter of 2026 compared to the first quarter of 2025. Operating income in our I&D, O&P-Americas and APS segments increased by $127 million, $57 million and $21 million, respectively. These increases were partially offset by decreases in our O&P-EAI and Technology segments of $45 million $35 million, respectively.

Previous wording

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

Current wording

Income Taxes—Our effective income tax rate for the first quarter of 2026 was (1.5)% compared to 5.6% for the fourth quarter of 2025. The decrease is primarily due to changes in earnings in countries with varying statutory tax rates coupled with foreign exchange losses that decreased our effective tax rate by 20.4 percentage points and 10.6 percentage points, respectively. These decreases were partially offset by the establishment of valuation allowances against deferred tax assets that increased the effective tax rate by 20.7 percentage points in the fourth quarter of 2025.

Previous wording

(Loss) income from discontinued operations increased $88 million in the first nine months of 2025 compared to the first nine months of 2024 primarily the result of the recognition a last-in, first-out (“LIFO”) benefit of $196 million, net of tax, for the liquidation of low cost inventory in the first quarter of 2025. The remainder of the change was primarily driven by increased costs as we ceased business operations at our Houston refinery in February of 2025.

Current wording

Income (loss) from Discontinued Operations, Net of Tax—Income (loss) from discontinued operations decreased $168 million in the first quarter of 2026 compared to the first quarter of 2025 primarily due to the recognition of a last-in, first-out (“LIFO”) benefit of $196 million, net of tax, for the liquidation of low cost inventory in the first quarter of 2025.

Previous wording

Comprehensive (Loss) Income—Comprehensive (loss) income decreased by $1,099 million in the third quarter of 2025 compared to the second quarter of 2025, primarily due to the decrease in Net (loss) income and net unfavorable impacts of unrealized changes in foreign currency translation adjustments. Comprehensive (loss) income decreased by $2,491 million in the first nine months of 2025 compared to the first nine months of 2024, primarily due to the decrease in Net (loss) income. The components of Other comprehensive (loss) income are discussed below.

Current wording

Comprehensive income—Comprehensive income increased by $238 million in the first quarter of 2026 compared to the fourth quarter of 2025, primarily due to the increase in Net income. Comprehensive income decreased by $121 million in the first quarter of 2026 compared to the first quarter of 2025, due to the decrease in Net income and net unfavorable impacts of unrealized changes in foreign currency translation adjustments. The components of Other comprehensive income are discussed below.

Previous wording

Financial derivatives designated as cash flow hedges, primarily our commodity swaps, led to an increase in Comprehensive (loss) income of $31 million and a decrease of $72 million in the third quarter of 2025 compared to the second quarter of 2025 and in the first nine months of 2025 compared to the first nine months of 2024, respectively, reflecting commodity price volatility.

Current wording

Financial derivatives designated as cash flow hedges, primarily our commodity swaps, led to an increase in Comprehensive income of $54 million in the first quarter of 2026 compared to the fourth quarter of 2025 reflecting commodity price volatility.

Previous wording

Foreign currency translations decreased Comprehensive (loss) income by $126 million in the third quarter of 2025 compared to the second quarter of 2025, primarily due to changes in foreign currency exchange rates between the U.S. dollar and euro relative to the prior quarter, partially offset by the effective portion of our net investment hedges. Foreign currency translation increased Comprehensive (loss) income by $160 million in the first nine months of 2025 compared to the first nine months of 2024, 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.

Current wording

Foreign currency translations decreased Comprehensive income by $38 million and $91 million in the first quarter of 2026 compared to the first and fourth quarter of 2025, primarily due to the strengthening of the U.S. dollar relative to the euro, partially offset by the effective portion of our net investment hedges.

Previous wording

We use net (loss) 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.

Current wording

We use net income (loss) 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.

Previous wording

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

Current wording

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

Previous wording

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 third and second quarter of 2025, and the first nine months of 2025 and 2024, approximately 75% to 80% of the raw materials used in our North American crackers was ethane.

Current wording

Ethylene Raw Materials—We have flexibility to vary the raw material mix and process conditions in our U.S. olefins plants 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 2026, and the first and fourth quarters of 2025, approximately 75% to 80% of the raw materials used in our North American crackers was ethane.

Previous wording

Revenue—Revenues for our O&P-Americas segment increased by $229 million, or 10% in the third quarter of 2025 compared to the second quarter of 2025 and decreased by $1,315 million, or 15%, in the first nine months of 2025 compared to the first nine months of 2024.

Current wording

Revenue—Revenues for our O&P-Americas segment increased by $100 million, or 4% in the first quarter of 2026 compared to the fourth quarter of 2025 and decreased by $44 million, or 2%, in the first three months of 2026 compared to the first quarter of 2025.

Previous wording

First nine months of 2025 versus first nine months of 2024—Lower volumes driven by planned and unplanned outages resulted in a 9% decrease in revenue. Lower average sales prices driven by a lower oil price environment and ample product supply resulted in a 6% decrease in revenue.

Current wording

First quarter of 2026 versus first quarter of 2025—Lower average sales prices driven by ample market supply resulted in a 5% decrease in revenue. Higher volumes driven by the absence of planned and unplanned outages resulted in a 3% increase in revenue.

Previous wording

Ethylene Raw Materials—In Europe, naphtha is the primary raw material for our ethylene production and represented approximately 60% to 70% of the raw materials used in the third and second quarter of 2025, and the first nine months of 2025 and 2024.

Current wording

Ethylene Raw Materials—In Europe, naphtha is the primary raw material for our ethylene production and represented approximately 65% to 85% of the raw materials used in the first quarter of 2026, and the first and fourth quarters of 2025.

Previous wording

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

Current wording

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:

Previous wording

EBITDA—EBITDA decreased by $18 million, or 55%, in the third quarter of 2025 compared to the second quarter of 2025 and by $171 million, or 63%, in the first nine months of 2025 compared to the first nine months of 2024.

Current wording

EBITDA—EBITDA increased by $60 million, or 63%, in the first quarter of 2026 compared to the fourth quarter of 2025 and decreased by $52 million in the first quarter of 2026 compared to the first quarter of 2025.

Previous wording

Overview—EBITDA increased in the third quarter of 2025 relative to the second quarter of 2025 as a result of higher margins from oxyfuel and related products, partially offset by a decrease in intermediate chemicals and propylene oxide and derivatives results.

Current wording

Overview—EBITDA increased in the first quarter of 2026 relative to the fourth quarter of 2025 driven by higher margins from both propylene oxide and derivatives and intermediate chemicals, offset by a decrease in oxyfuel and related products results.

Previous wording

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

Current wording

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

Previous wording

Third quarter of 2025 versus second quarter of 2025—Higher average sales prices resulted in a 3% increase in revenue primarily due to high octane values in the U.S. Gulf Coast and Europe driven by tight supply. Sales volumes decreased due to unplanned outages resulting in a 1% decrease in revenue. Favorable foreign exchange impacts resulted in a 1% increase in revenue.

Current wording

First quarter of 2026 versus fourth quarter of 2025—Sales volumes decreased due to lower demand and unplanned outages resulting in a 7% decrease in revenue. Higher average sales prices resulted in a 3% increase in revenue primarily due to high octane values in the U.S. Gulf Coast and Europe driven by tight supply.

Previous wording

First nine months of 2025 versus first nine months of 2024—Lower average sales prices resulted in a 14% decrease in revenue driven primarily by oxyfuels and related products as a result of lower crude, gasoline crack spreads, and blend premiums. A decline in sales volumes due to the second quarter of 2024 sale of our EO&D business and associated production facilities located in Bayport, Texas resulted in a 1% decrease in revenue. Favorable foreign exchange impacts resulted in a 1% increase in revenue.

Current wording

First quarter of 2026 versus first quarter of 2025—A decline in sales volumes due to unplanned outages resulted in a 7% decrease in revenues. Lower average sales prices resulted in a 7% decrease in revenue driven primarily by oxyfuels and related products as a result of lower crude, gasoline crack spreads, and blend premiums. Favorable foreign exchange impacts resulted in a 4% increase in revenue.

Previous wording

First nine months of 2025 versus first nine months of 2024—Sales volumes decreased resulting in a 4% decrease in revenue stemming from weaker automotive demand. Lower average sales prices resulted in a 1% decrease in revenue. Favorable foreign exchange impacts resulted in a revenue increase of 1%.

Current wording

First quarter of 2026 versus fourth quarter of 2025—Sales volumes increased resulting in an 11% increase in revenue stemming from improved seasonal demand. Higher average sales prices resulted in a 1% increase in revenue. Favorable foreign exchange impacts resulted in a revenue increase of 1%.

Previous wording

Third quarter of 2025 versus second quarter of 2025—Sales volumes decreased resulting in a 5% decrease in revenue stemming from weaker automotive demand and challenging market conditions. Lower average sales prices resulted in a 2% decrease in revenue. Favorable foreign exchange impacts resulted in a revenue increase of 2%.

Current wording

First quarter of 2026 versus first quarter of 2025—Sales volumes decreased resulting in a 5% decrease in revenue stemming from weaker automotive demand. Lower average sales prices resulted in a 6% decrease in revenue. Favorable foreign exchange impacts resulted in a revenue increase of 7%.

Previous wording

Overview—EBITDA decreased in the third quarter of 2025 compared to the second quarter of 2025, and in the first nine months of 2025 compared to the first nine months of 2024, primarily due to lower licensing results as the planned pace of global polyolefin capacity additions moderate.

Current wording

Overview—EBITDA decreased in the first quarter of 2026 compared to the fourth quarter of 2025, largely in part from lower licensing results as the planned pace of global polyolefin capacity additions moderates. EBITDA decreased in the first quarter of 2026 compared to the first quarter of 2025, driven equally by lower licensing results and lower catalyst margins.

Previous wording

First nine months of 2025 versus first nine months of 2024—Lower licensing revenues resulting from recognition of revenue on fewer contracts drove a 22% decrease in revenues. Lower catalyst volume resulted in a 5% decrease in revenues due to continued lower polymer end use demand. Favorable foreign exchange impact resulted in a 2% increase in revenues.

Current wording

First quarter of 2026 versus fourth quarter of 2025—Lower licensing revenues, from fewer contracts reaching significant milestones, drove a 35% decrease in revenues. Lower catalyst volumes resulted in a 6% decrease in revenues due to lower demand. Favorable foreign exchange impacts resulted in a 1% increase in revenues.

Previous wording

Third quarter of 2025 versus second quarter of 2025—Lower licensing revenues from fewer contracts reaching significant milestones drove a 10% decrease in revenues. Lower catalyst volumes resulted in an 11% decrease in revenues due to lower demand. Higher average catalyst sales price resulted in a 3% increase in revenues. Favorable foreign exchange impact resulted in a 2% increase in revenues.

Current wording

First quarter of 2026 versus first quarter of 2025—Lower licensing revenues, as contracts with lower average values reached significant milestones, drove a 12% decrease in revenues. Lower catalyst volumes resulted in a 7% decrease in revenues due to lower demand. Lower average catalyst sales price resulted in a 5% decrease in revenues. Favorable foreign exchange impact resulted in a 12% increase in revenues.

Previous wording

Third quarter of 2025 versus second quarter of 2025—Licensing results led to a 36% decrease in EBITDA as fewer contracts with lower average values reached significant milestones. Lower catalyst demand resulted in a 30% decrease in EBITDA. Higher catalyst margins due to lower costs resulted in a 6% increase in EBITDA. Favorable foreign exchange impact resulted in a 6% increase in EBITDA.

Current wording

First quarter of 2026 versus fourth quarter of 2025—Licensing results led to an 83% decrease in EBITDA as fewer contracts with lower average values reached significant milestones.

Previous wording

Operating Activities—Cash provided by operating activities of$755 millionin the first nine months of 2025 primarily reflected net loss adjusted for non-cash items, $385 million of tax payments which includes $235 million in U.S. Federal corporate income tax payments deferred from 2024 into 2025 under Hurricane Beryl disaster relief, and a $583 million change in Accounts payable which was driven by the timing of payments.

Current wording

Cash used in operating activities of $579 million in the first three months of 2025 primarily reflected earnings adjusted for non-cash items, $269 million of tax payments which includes $235 million in U.S. Federal corporate income tax payments deferred from 2024 into 2025 under Hurricane Beryl disaster relief, and cash activities primarily related to increases in Accounts Receivable and Inventory of $440 million and $198 million, respectively, associated with higher volumes following maintenance downtime.

Previous wording

Investing Activities—Capital expenditures in the first nine months of 2025 and 2024 totaled $1,428 million and $1,335 million, respectively, of which approximately 65% and 75%, 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.

Current wording

Investing Activities—Capital expenditures in the first three months of 2026 and 2025 totaled $269 million and $483 million, respectively. Approximately 65% of capital expenditures in each period supported sustaining maintenance, including turnaround activities at several sites, as well as other plant health, safety and environmental projects. The remaining expenditures supported profit-generating growth projects.

Previous wording

In the first nine months of 2025, foreign currency contracts with an aggregate notional value of €750 million expired. Upon settlement of these foreign currency contracts, we paid €750 million ($877 million at the expiry spot rate) to our counterparties and received $843 million from our counterparties. Additionally, in March 2025 we received $59 million upon termination and cash settlement of our cross-currency interest rate swaps, designated as net investment hedges, maturing in 2025 and 2030.

Current wording

In the first three months of 2025, we received $59 million upon termination and cash settlement of our cross-currency interest rate swaps, designated as net investment hedges, maturing in 2025 and 2030.

Previous wording

Financing Activities—We made dividend payments totaling $1,321 million and $1,283 million in the first nine months of 2025 and 2024, respectively. Additionally, we made payments of $201 million and $117 million to repurchase outstanding ordinary shares in the first nine months of 2025 and 2024, respectively.

Current wording

Financing Activities—We made dividend payments totaling $224 million and $433 million in the first three months of 2026 and 2025, respectively. The decrease reflects our February 2026 announcement to reduce our quarterly dividend. Additionally, we made payments of $110 million to repurchase outstanding ordinary shares in the first three months of 2025.

Previous wording

In 2025, we entered into an agreement for the sale of select European olefins & polyolefins assets and the associated business. The sites to be sold have been part of the previously announced European strategic assessment and are located in Berre l’Etang (France), Münchsmünster (Germany), Carrington (United Kingdom), and Tarragona (Spain). The sale is currently expected to close in the first half of 2026. In connection with the sale, we anticipate making a cash contribution of approximately $300 million to the disposal group prior to closing. See Note 4 to our Consolidated Financial Statements for additional information.

Current wording

On May 1, 2026, we announced the completion of the sale of select European olefins and polyolefins assets and the associated business. In connection with the sale, we made a cash contribution of approximately $300 million to the divested group prior to closing. See Note 4 to our Consolidated Financial Statements for additional information.

Previous wording

As of September 30, 2025, we had Cash and cash equivalents totaling $1,784 million, which includes $487 million in jurisdictions outside of the U.S., which is largely held within the United Kingdom. There are currently no legal or economic restrictions that would materially impede our transfers of cash.

Current wording

As of March 31, 2026, we had Cash and cash equivalents totaling $2,635 million, which includes $1,263 million in jurisdictions outside of the U.S., the majority of which is held within the European Union and the United Kingdom. There are currently no legal or economic restrictions that would materially impede our transfers of cash.

Previous wording

As of September 30, 2025, we had total debt, including current maturities, of $11,856 million. Additionally, we had $211 million of outstanding letters of credit, bank guarantees and surety bonds issued under uncommitted credit facilities.

Current wording

As of March 31, 2026, we had total debt, including current maturities, of $12,921 million. Additionally, we had $173 million of outstanding letters of credit, bank guarantees and surety bonds issued under uncommitted credit facilities.

Previous wording

We had total unused availability under our credit facilities of $4,650 million as of September 30, 2025, which included the following:

Current wording

We had total unused availability under our credit facilities of $4,650 million as of March 31, 2026. For additional detail regarding our credit facilities see Note 8 to the Consolidated Financial Statements.