LyondellBasell Industries LYB · USD

Segment and Related InformationOur 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 (loss) before interest, income taxes, and depreciation and amortization. Our chief operating decision maker does not receive information about total assets by reportable segment.The activities of each of our segments from which they earn revenues and incur expenses are described below: •Olefins and Polyolefins-Americas (“O&P-Americas”). Our O&P-Americas segment produces and markets olefins and co-products, polyethylene and polypropylene.•Olefins and Polyolefins-Europe, Asia, International (“O&P-EAI”). Our O&P-EAI segment produces and markets olefins and co-products, polyethylene and polypropylene.•Intermediates and Derivatives (“I&D”). Our I&D segment produces and markets propylene oxide and its derivatives; oxyfuels and related products; and intermediate chemicals such as styrene monomer and acetyls.•Advanced Polymer Solutions (“APS”). Our APS segment produces and markets compounding and solutions, such as polypropylene compounds, engineered plastics, masterbatches, engineered composites and colors.•Technology. Our Technology segment develops and licenses chemical and polyolefin process technologies and manufactures and sells polyolefin catalysts.“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 post-retirement benefit costs other than service costs. Sales between segments are made at prices approximating prevailing market prices.

RevenuesContract Balances—Contract liabilities were $125 million and $117 million as of December 31, 2025 and 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—We participate globally across the petrochemical value chain and are an industry leader in many of our product lines. Our chemicals businesses consist primarily of large processing plants that convert large volumes of liquid and gaseous hydrocarbon feedstocks into plastic resins and other chemicals. Our chemical products tend to be basic building blocks for other chemicals and plastics. Our plastic products are used in large volumes as well as smaller specialty applications. Revenues disaggregated by key products are summarized below:Year Ended December 31,Millions of dollars202520242023Sales and other operating revenues:Olefins and co-products$4,184 $5,061 $4,874 Polyethylene7,203 7,583 7,587 Polypropylene5,849 6,287 5,642 Propylene oxide and derivatives2,150 2,357 2,287 Oxyfuels and related products4,828 5,074 5,650 Intermediate chemicals1,886 2,693 2,896 Compounding and solutions3,457 3,616 3,686 Other596 723 714 Total$30,153 $33,394 $33,336 The following table presents our revenues disaggregated by geography, based upon the location of the customer:Year Ended December 31,Millions of dollars202520242023Sales and other operating revenues:United States$11,059 $12,587 $12,386 Germany2,202 2,410 2,547 China1,782 2,375 2,164 Mexico1,557 1,729 1,500 Italy1,321 1,418 1,365 Japan1,261 1,338 1,749 France1,161 1,069 1,091 Poland790 923 905 The Netherlands731 724 805 Other8,289 8,821 8,824 Total$30,153 $33,394 $33,336 Transaction Price Allocated to the Remaining Performance Obligations—Our contracts with customers are commodity supply arrangements that settle based on market prices at future delivery dates; therefore, transaction prices are entirely variable. Transaction prices are known at the time revenue is recognized, as they are generally determined by the commodity price index at a specific date, at month-end or at the month average once products are shipped to our customers.

Commitments and ContingenciesCommitments—We have various purchase commitments for materials, supplies and services incidental to the ordinary conduct of business, generally for quantities required for our businesses and at prevailing market prices. These commitments are designed to ensure sources of supply and are not expected to be in excess of normal requirements. Additionally, we have capital expenditure commitments, which we incur in our normal course of business.Financial Assurance Instruments—We have obtained letters of credit, performance and surety bonds and have issued financial and performance guarantees to support trade payables, potential liabilities and other obligations. Considering the frequency of claims made against the financial instruments we use to support our obligations, and the magnitude of those financial instruments in light of our current financial position, we do not expect that any claims 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 $178 million and $140 million as of December 31, 2025 and 2024, respectively. This includes $74 million which is included in Liabilities held for sale as of December 31, 2025. These amounts are included in Accrued and other current liabilities, Other liabilities and Liabilities held for sale on the Consolidated Balance Sheets.As of December 31, 2025, the accrued liabilities for individual sites range from less than $1 million to $50 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.

DebtLong-term loans, notes and other debt, net of unamortized discount, debt issuance cost and cumulative fair value hedging adjustments, consisted of the following at December 31:Millions of dollars20252024Senior Notes due 2055, $1,000 million, 4.625% ($15 million of discount; $10 million of debt issuance cost)$975 $975 Guaranteed Notes due 2027, $300 million, 8.1%300 300 Issued by LYB International Finance B.V.:Guaranteed Notes due 2043, $750 million, 5.25% ($17 million of discount; $6 million of debt issuance cost)727 726 Guaranteed Notes due 2044, $1,000 million, 4.875% ($9 million of discount; $8 million of debt issuance cost)983 983 Issued by LYB International Finance II B.V.:Guaranteed Notes due 2026, €500 million, 0.875% 585 515 Guaranteed Notes due 2027, $1,000 million, 3.5% ($1 million of discount; $1 million of debt issuance cost)590 584 Guaranteed Notes due 2031, €500 million, 1.625% ($3 million of discount; $2 million of debt issuance cost)577 514 Issued by LYB International Finance III, LLC:Guaranteed Notes due 2025, $500 million, 1.25%— 487 Guaranteed Notes due 2030, $500 million, 3.375% ($1 million of debt issuance cost)142 123 Guaranteed Notes due 2030, $500 million, 2.25% ($2 million of discount; $2 million of debt issuance cost)481 473 Guaranteed Notes due 2031, $500 million, 5.125% ($1 million of discount; $4 million of debt issuance cost)495 — Guaranteed Notes due 2033, $500 million, 5.625% ($4 million of debt issuance cost)496 495 Guaranteed Notes due 2034, $750 million, 5.5% ($5 million of discount, $6 million of debt issuance cost)739 738 Guaranteed Notes due 2035, $500 million, 6.15% ($1 million of discount, $5 million of debt issuance cost)494 — Guaranteed Notes due 2036, $1,000 million, 5.875% ($7 million of discount, $9 million of debt issuance cost)984 — Guaranteed Notes due 2040, $750 million, 3.375% ($1 million of discount; $6 million of debt issuance cost)743 742 Guaranteed Notes due 2049, $1,000 million, 4.2% ($13 million of discount; $10 million of debt issuance cost)977 976 Guaranteed Notes due 2050, $1,000 million, 4.2% ($6 million of discount; $10 million of debt issuance cost)971 982 Guaranteed Notes due 2051, $1,000 million, 3.625% ($2 million of discount; $9 million of debt issuance cost)952 918 Guaranteed Notes due 2060, $500 million, 3.

Income Taxes LyondellBasell Industries N.V. is tax resident in the United Kingdom pursuant to a mutual agreement procedure determination ruling between the Dutch and United Kingdom competent authorities and therefore subject solely to the United Kingdom corporate income tax system. LyondellBasell Industries N.V. has little or no taxable income of its own because, as a holding company, it does not conduct any operations. Through our subsidiaries, we have substantial operations world-wide. Taxes are paid on the earnings generated in various jurisdictions where our subsidiaries operate.The Company operates in multiple jurisdictions with complex legal and tax regulatory environments and is subject to taxes in the U.S. and non-U.S. jurisdictions. We monitor tax law changes and the potential impact to our results of operations. There continues to be increased attention on the tax practices of multinational companies, in particular in the U.S. and Europe where we operate. In 2020, the Organization for Economic Cooperation and Development released Pillar One and Two proposals focused on taxing rights and minimum taxes. 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, and all subsequent guidance, did not have a material impact on the Consolidated Financial Statements; however, we continue to assess and monitor legislative changes, guidance and interpretations.On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted into law. OBBBA extends and modifies certain key Tax Cuts & Jobs Act provisions. This legislation does not have a material impact on the Consolidated Financial Statements.The significant components of the provision for income taxes are as follows: Year Ended December 31,Millions of dollars202520242023Current:U.S. federal$116 $419 $117 Non-U.S.145 198 160 State(7)48 24 Total current254 665 301 Deferred:U.S. federal(205)(140)154 Non-U.S.11 (279)(36)State10 13 14 Total deferred(184)(406)132 Provision for income taxes before tax effects of other comprehensive income70 259 433 Tax effects of elements of other comprehensive income:Pension and post-retirement liabilities19 (1)(36)Financial derivatives(8)38 (29)Foreign currency translation(91)44 (28)Total income tax expense (benefit) in comprehensive income$(10)$340 $340 Since the proportion of U.S.

Incentive and Share-Based CompensationWe are authorized to grant RSUs, PSUs, stock options, and other cash and stock awards under our Long-Term Incentive Plan (“LTIP”). The Compensation and Talent Development Committee oversees our equity award grants, the type of awards, the required performance measures and the timing and duration of each grant. The maximum number of shares of our common stock reserved for issuance under the LTIP is 30,000,000 shares. After taking into consideration outstanding stock-settled awards and assuming a maximum payout for our PSU awards, there were 4,516,489 shares available for issuance as of December 31, 2025.Total share-based compensation expense and the associated tax benefits are as follows:Year Ended December 31,Millions of dollars202520242023Compensation Expense:Restricted stock units$70 $60 $44 Stock options1 4 10 Performance share units20 27 37 Total$91 $91 $91 Tax Benefit:Restricted stock units$16 $14 $10 Stock options— 1 2 Performance share units5 6 9 Total$21 $21 $21 Restricted Stock Unit Awards—RSUs entitle the recipient to be paid out an equal number of ordinary shares upon vesting. Effective in 2024, RSUs will generally have a three-year vesting period and ratably vest in equal increments on the first, second and third anniversary of the grant date. Prior to 2024, RSUs generally cliff vested on the third anniversary of the grant date. The fair value of RSUs is based on the market price of the underlying stock on the date of grant. The weighted average grant date fair value for RSUs granted during the years ended December 31, 2025, 2024 and 2023 was $70.49, $95.78 and $93.93, respectively. The total fair value of RSUs vested and issued was $44 million, $45 million and $30 million during 2025, 2024 and 2023, respectively.The following table summarizes unvested RSU activity:Number of Units (in thousands)Weighted Average Grant Date Fair Value(per share)Outstanding at January 1, 20251,236 $95.09 Granted897 70.49 Vested(698)91.76 Forfeited(93)84.27 Outstanding at December 31, 20251,342 $81.13 As of December 31, 2025, the unrecognized compensation cost related to RSUs was $36 million, which is expected to be recognized over a weighted average period of 1.25 years.Stock Option Awards—Stock options allow employees the opportunity to purchase ordinary shares of stock in the future at an exercise price equal to the market price at the date of grant. No Stock options were granted in 2025 or 2024.

LeasesOperating Leases—The majority of our leases are operating leases. We lease storage tanks, terminal facilities, land, office facilities, railcars, pipelines, barges, plant equipment and other equipment. As of December 31, 2025 and 2024, our Operating lease assets were $1,514 million and $1,467 million, respectively. As of December 31, 2025 and 2024, Operating lease liabilities totaled $1,697 million and $1,774 million of which $370 million and $355 million, respectively, are current and recorded in Accrued and other current liabilities. These values were derived using a weighted average discount rate of 4.2% and 4.1% as of December 31, 2025 and 2024, respectively.Substantially all of our operating leases have remaining lease terms of 21 years or less and have a weighted-average remaining lease term of 9 years. Certain lease agreements include options to renew the lease, at our discretion, for approximately 1 year to 20 years and do not materially impact our operating lease assets or operating lease liabilities.Maturities of operating lease liabilities as of December 31, 2025, are as follows:Millions of dollars2026$418 2027335 2028240 2029157 2030129 Thereafter797 Total lease payments2,076 Less: Imputed interest(379)Present value of lease liabilities$1,697 Operating lease costs were $440 million, $395 million and $368 million for the years ended December 31, 2025, 2024 and 2023, respectively, which are reflected in the Consolidated Statements of Income. Cash paid for amounts included in the measurement of Operating lease liabilities totaled $458 million, $454 million and $447 million for the years ended December 31, 2025, 2024 and 2023, respectively. Leased assets obtained in exchange for new operating lease liabilities totaled $332 million, $383 million and $312 million for the years ended December 31, 2025, 2024 and 2023, respectively. As of December 31, 2025, we have entered into operating leases, with an undiscounted value of $45 million, that have not yet commenced. These leases which will commence in 2026 have lease terms ranging from 5 to 7 years.

We recognize sophisticated global cybersecurity threats and targeted computer crimes pose a continuously evolving risk to the confidentiality, availability, and integrity of our data, operations and infrastructure. We have implemented comprehensive practices to minimize these risks. Our cybersecurity program is based on the National Institute of Standards and Technology Cybersecurity Framework and is certified to the International Organization for Standardization ISO 27001, a standard for information security management, which covers key areas of management, technical and physical controls, legal, compliance and business continuity management. Our management utilizes a systematic approach to evaluating and determining risk tolerance and prioritizes the safeguarding of our digital assets. The Chief Information Security Officer (“CISO”) is the Vice President of Cybersecurity leading our cybersecurity program and reports to the Executive Vice President and Chief Innovation Officer, who serves on the Executive Committee and reports to the CEO. The CISO has a Master of Science degree in Cybersecurity Operations, is certified as an information security professional with the International Information System Security Certification Consortium (“ISC2”) and International Association of Privacy Professionals, and has over thirty years of leadership experience in technology, systems architecture, and cybersecurity. Cybersecurity events are continuously monitored by global security operations centers staffed in the United States, European Union, and Asia Pacific regions with events and incidents being managed based upon the MITRE ATT&CK framework, a system for classifying and describing cyberattacks and intrusions. Management provides guidance and is informed of cybersecurity events through a committee with cross-functional representation of executive leadership. The committee meets at least quarterly for activities such as determining policy, reviewing active risks, assessing impact of emerging threats or regulatory changes, and monitoring active incidents. This committee also receives escalated alerts within 24-hours of confirmed cybersecurity events, and will determine the severity of the incident, engage with crisis management as necessary, and disseminate that information internally as appropriate and warranted.