LyondellBasell Industries N.V. (LYB)

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 from continuing operations for the second quarter of 2026 increased compared to the first quarter of 2026, reflecting improved margins due to industry supply constraints as the conflict in the Middle East extended into the second quarter. In our Olefins and Polyolefins-Americas (“O&P-Americas”) segment, results improved relative to the prior quarter on expanding margins and favorable co-product pricing due to tighter global market supply. Our Olefins and Polyolefins-Europe, Asia, International (“O&P-EAI”) segment also benefited from improved polymer spreads, driven by supply chain disruptions and stronger joint venture contributions. Additionally, the second quarter results reflected a $734 million loss on the disposition of select European assets and the associated businesses. Our Intermediates and Derivatives (“I&D”) segment delivered higher earnings driven by improved margins across all businesses, partially offset by the Bayport PO/TBA unplanned outage during the quarter; Bayport was successfully restarted in June 2026.

Results from continuing operations for the first six months of 2026 increased compared to the first six months of 2025. In our O&P-Americas and O&P-EAI segments, margins improved due to industry supply constraints resulting from the conflict in the Middle East. In our I&D segment, margins improved on higher demand coupled with supply constraints and higher crude and gasoline crack spreads. Results for the first six months of 2025 in our I&D segment included shutdown costs related to our European PO Joint Venture.

During the first six months of 2026, we generated $483 million of cash from operating activities. We invested $539 million in capital projects and returned $448 million to shareholders through dividend payments.

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

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RESULTS OF OPERATIONS

Revenues—Revenues increased by $1,980 million, or 28%, in the second quarter of 2026 compared to the first quarter of 2026. This increase was primarily driven by higher average sales prices across many products, which reflected industry-wide supply constraints stemming from the conflict in the Middle East and contributed to higher revenues by 33%. This increase was partially offset by a 5% decrease in revenues resulting from lower sales volumes following the divestiture of certain European assets and the associated businesses in the second quarter of 2026.

Revenues increased by $1,039 million, or 7%, in the first six months of 2026 compared to the first six months of 2025. Higher average sales prices for many of our products, related to industry supply constraints, drove a 9% increase in revenues. Lower sales volumes, attributable to the divestiture of certain European assets and the associated businesses, led to a 5% decrease in revenues. Favorable foreign exchange impacts contributed to a 3% increase in revenues.

Cost of Sales—Cost of sales increased by $643 million, or 10%, in the second quarter of 2026 compared to the first quarter of 2026, due to higher feedstock costs. For the first six months of 2026 compared to the first six months of 2025, Costs of sales decreased by $364 million, or 3%, driven by lower feedstock costs. The year-over-year decrease also reflects $117 million of shutdown costs recognized in the first quarter of 2025 related to the permanent closure of our European PO Joint Venture.

Impairments—During the first six months of 2026, we recognized non-cash impairment charges of $89 million, including $74 million recognized in the second quarter related to a plastic waste sorting facility in Houston, Texas, within our O&P-Americas segment. The remaining impairment charges related to property, plant and equipment in our O&P-EAI segment. During the first six months of 2025, we recognized non-cash impairments charges 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. See Note 13 to the Consolidated Financial Statements for additional information.

Selling, General and Administrative (“SG&A”) Expenses—SG&A expenses decreased by $24 million, or 6%, in the second quarter of 2026 compared to the first quarter of 2026, primarily due to lower fees related to professional services, and decreased by $38 million, or 5%, in the first six months of 2026 compared to the first six months of 2025, attributable to reduced employee-related expenses as a result of our cash improvement plan.

Operating Income—Operating income increased by $1,304 million, or 546%, in the second quarter of 2026 compared to the first quarter of 2026. Operating income in our O&P-Americas, O&P-EAI, I&D, Technology and APS segments increased by $861 million, $226 million, $150 million, $56 million and $19 million, respectively.

Operating income increased by $1,383 million, or 347%, in the first six months of 2026 compared to the first six months of 2025. Operating income in our O&P-Americas, I&D, O&P-EAI, APS and Technology segments increased by $918 million, $244 million, $153 million, $68 million and $6 million, respectively.

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

Loss on Sale of Business—In the second quarter of 2026, we divested select European olefins and polyolefins assets and the associated businesses, and recognized a pre-tax loss of $734 million. See Note 13 to the Consolidated Financial Statements for additional information.

Income (Loss) from Equity Investments—Income from equity investments increased by $62 million in the second quarter of 2026 compared to the first quarter of 2026, and by $44 million in the first six months of 2026 compared to the first six months of 2025, primarily reflecting improved margins as industry supply was constrained due to the conflict in the Middle East.

Other Income, Net—Other income increased by $46 million in the second quarter of 2026 compared to the first quarter of 2026, driven by a $52 million gain on the sale of excess European emissions credits recognized in the second quarter of 2026. Other income increased by $16 million in the first six months of 2026 compared to the first six months of 2025, due to the gain on sale of excess European emission credits recognized in the second quarter of 2026, partially offset by the absence of a $36 million gain on the sale of precious metals recognized in the second quarter of 2025.

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Income Taxes—Our effective income tax rate for the second quarter of 2026 was 29.2% compared to (1.5)% for the first quarter of 2026. The higher effective income tax rate for the second quarter of 2026 is primarily due to the impact of the divestiture of select European assets and the associated businesses, which is largely nondeductible for tax and recognized discretely in the second quarter of 2026, that increased the effective income tax rate by 14.2 percentage points. A tax benefit associated with a tax refund claim recognized in the first quarter of 2026 coupled with changes in earnings in countries with varying statutory tax rates increased the effective income tax rate in the second quarter of 2026 by 10.5 percentage points and 2.4 percentage points, respectively.

Our effective income tax rate for the first six months of 2026 was 24.8% compared to 37.1% for the first six months of 2025. The lower effective income tax rate for the first six months of 2026 was due to changes in earnings in countries with varying statutory tax rates coupled with fluctuations in foreign exchange losses and exempt income that decreased the effective income tax rate by 11.0 percentage points, 5.8 percentage points, and 5.3 percentage points, respectively. These decreases were partially offset by an increase in our effective income tax rate of 11.0 percentage points due to the impact of the divestiture of select European assets and the associated businesses, which is largely nondeductible for tax, recognized discretely in the first six months of 2026.

Income (Loss) from Discontinued Operations, Net of Tax—Income (loss) from discontinued operations decreased $141 million in the first six months ended June 30, 2026 compared to the first six months ended June 30, 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.

Comprehensive Income—Comprehensive income increased by $690 million in the second quarter of 2026 compared to the first quarter of 2026, due to increases in Net income and net favorable impacts of foreign currency translation adjustments. Comprehensive income increased by $501 million in the first six months of 2026 compared to the first six months of 2025, primarily due to the increase in Net income. The components of Other comprehensive income are discussed below.

Foreign currency translations increased Comprehensive income by $320 million in the second quarter of 2026 compared to the first quarter of 2026. In May 2026, we completed the divestiture of select European olefins and polyolefins assets and the associated businesses resulting in the reclassification of $329 million cumulative currency translation adjustment losses from Accumulated other comprehensive loss to Loss on sale of business. Foreign

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Item 7.    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 our 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.”).

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

Discontinued operations also include costs associated with the closure and dismantlement of our Berre refinery.

The discussion summarizing the significant factors affecting the results of operations and financial condition for the year ended December 31, 2023 and for the year ended December 31, 2024 compared to 2023, except as impacted by the change for discontinued operations discussed above, has been excluded from this Form 10-K and can be found in Part II, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the Securities and Exchange Commission on February 27, 2025, of which Item 7 is incorporated herein by reference.

OVERVIEW

Results from continuing operations for 2025 decreased when compared to 2024, primarily as a result of non-cash impairment charges recognized in 2025 in our Olefins and Polyolefins-Europe, Asia, International (“O&P-EAI”) and Advanced Polymer Solutions (“APS”) segments. Throughout 2025, petrochemical markets faced significant headwinds from global trade disruptions, falling oil prices and capacity additions which outpaced global demand growth. In our Olefins and Polyolefins-Americas (“O&P-Americas”) segment, polyethylene chain margins fell due to trade issues, higher feedstock costs and a well-supplied market. In our O&P-EAI segment, polymer margins declined throughout 2025 due to competition from imports, partially offset by lower feedstock costs. In our Intermediates and Derivatives (“I&D”) segment, new octane capacity pressured oxyfuels and related products margins through most of the summer driving season. Our APS segment delivered meaningful gains through margin improvement, portfolio optimization and increased business win rates.

In 2025, we agreed to sell certain European olefins and polyolefins assets and the associated business. The sale is expected to close in the second quarter of 2026. In connection with the sale, we expect to recognize a loss of approximately $700 million to $900 million upon closing, which includes a cash contribution of approximately $300 million to the sold businesses prior to closing.

During 2025, we generated $2.3 billion in cash from operating activities. We invested $1.9 billion in capital expenditures and returned $2.0 billion 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.

RESULTS OF OPERATIONS

Revenues—Revenues decreased by $3,241 million, or 10%, in 2025 compared to 2024. Lower average sales prices for many of our products resulted in an 8% decrease in revenues, while lower sales volumes driven by lower demand led to a 4% decrease. These declines were partially offset by favorable foreign exchange impacts, which led to a 2% increase in revenues. Revenues were relatively flat in 2024 compared to 2023.

Cost of Sales—Cost of sales decreased by $1,174 million, or 4%, in 2025 compared to 2024, primarily due to lower feedstock and energy costs. In 2024, cost of sales increased by $315 million, or 1%, compared to 2023, mainly driven by higher feedstock and energy costs.

Fluctuations in our cost of sales are generally driven by changes in feedstock and energy costs. After giving consideration to the reclassification of the refinery business to discontinued operations, feedstock and energy costs represent approximately 70% of total annual cost of sales over the last three years. Other variable costs account for approximately 10% to 15%, while fixed operating costs, consisting primarily of expenses related to employee compensation, depreciation and amortization, and maintenance, account for the remainder.

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Impairments—In the third quarter of 2025, a prolonged downturn in, and outlook for, the European petrochemical and global automotive industries, particularly affecting our O&P-EAI and APS segments, combined with the sustained decline in our market capitalization, drove non-cash impairment charges of $1,182 million within these segments. Additionally, during 2025, we recognized other non-cash impairment charges of $69 million, primarily related to property, plant and equipment in our O&P-Americas and O&P-EAI segments.

During 2024, we recognized non-cash impairment charges of $949 million, primarily consisting of $892 million of property, plant and equipment impairments in our O&P-EAI and APS segments.

During 2023, we recognized non-cash impairment charges of $507 million, primarily consisting of a $252 million goodwill impairment charge in our APS segment and a $192 million impairment charge related to our European PO Joint Venture, recognized in our I&D segment.

See Notes 9 and 10 to the Consolidated Financial Statements for additional information regarding impairment charges.

SG&A Expenses—Selling, general and administrative (“SG&A”) expenses decreased by $32 million, or 2%, in 2025 compared to 2024, with approximately 70% of the decrease attributable to lower professional fees and the remainder primarily driven by reduced spending on strategic projects. In 2024, SG&A expenses increased by $103 million, or 7%, compared to 2023, primarily due to higher employee-related expenses.

Operating Income (Loss)—Operating income decreased by $2,338 million, or 122%, in 2025 compared to 2024. In 2025, operating income for our O&P-Americas, APS, I&D and Technology segments decreased by $1,364 million, $695 million, $523 million and $201 million, respectively, compared to 2024. These decreases were partially offset by an increase of $324 million in our O&P EAI segment. Results for each of our business segments are discussed further in the Segment Analysis section below.

Operating income decreased by $807 million, or 30%, in 2024 compared to 2023. The decline was driven primarily by an $848 million decrease in our O&P‑EAI segment, largely reflecting an $837 million non‑cash impairment related to assets included in our European strategic review. Operating income in our I&D segment decreased by $311 million primarily due to lower oxyfuels and related products margins, partially offset by the absence of a $192 million impairment charge recognized in 2023. Results for our APS segment improved $213 million primarily due to impairment charges of $252 million recognized in 2023. Our O&P‑Americas segment improved $140 million driven by improved olefins margins. Operating income in our Technology segment increased by $4 million, reflecting higher licensing results.

Interest Income—Interest income decreased by $53 million, or 35%, in 2025 compared to 2024. Approximately 55% of the decrease was driven by lower average cash balances invested in short-term marketable securities, with the remainder due to lower average interest rates. Interest income increased $21 million, or 16%, in 2024 compared to 2023, primarily as a result of increased average cash balances invested in short-term marketable securities.

Gain (Loss) on Sale of Business—In the second quarter of 2024, we completed the sale of our Ethylene Oxide & Derivatives (“EO&D”) business and associated production facilities located in Bayport, Texas and recognized a pre-tax gain of $284 million. See Note 9 to the Consolidated Financial Statements for additional information.

Other Income (Expense), Net—Other income increased by $66 million, or 140%, in 2025 compared to 2024, primarily due to a $67 million gain recognized on the sale of excess European emissions credits during 2025. In 2024, other income increased by $105 million, or 181%, compared to 2023. Approximately $50 million of this increase was due to the net impact of foreign exchange transactions, while the remaining increase was primarily attributable to the sale of precious metals and the impact of legal settlements, each contributing approximately $25 million.

Loss from Equity Investments—Results from equity investments increased by $205 million, or 94%, in 2025 compared to 2024, primarily due to the absence of a deferred tax valuation allowance charge and equity losses related to a Chinese joint venture in our O&P-EAI segment that were recognized in 2024.

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Income Taxes—Our effective income tax rates of (9.8)% in 2025 and 15.2% in 2024 resulted in tax expense of $70 million and $259 million, respectively. The lower effective tax rate for 2025 was primarily attributable to changes in earnings in countries with varying statutory tax rates, largely attributable to third quarter non-cash impairments decreasing the effective tax rate by 66.2 percentage points in comparison to 2024. This decrease was partially offset by increases in the effective tax rate related to fluctuations in foreign exchange gains and losses, coupled with the establishment of valuation allowances against deferred tax assets, which increased the effective tax rate by 24.4 percentage points and 23.2 percentage points, respectively.

Our effective income tax rates of 15.2% in 2024 and 18.8% in 2023 resulted in tax expense of $259 million and $433 million, respectively. The lower effective tax rate for 2024 was primarily attributable to changes in earnings in countries with varying statutory tax rates, largely attributable to fourth quarter non-cash impairments decreasing the effectiv

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