Form 8-K

8-K — LyondellBasell Industries N.V.

Accession: 0001489393-26-000057

Filed: 2026-07-31

Period: 2026-07-31

CIK: 0001489393

SIC: 2860 (INDUSTRIAL ORGANIC CHEMICALS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — lyb-20260731.htm (Primary)

EX-99.1 (a2026q2ex991_pressrelease.htm)

EX-99.2 (a2026q2ex992_businessresul.htm)

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8-K

8-K (Primary)

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0001489393False00014893932026-07-312026-07-310001489393country:GB2026-07-312026-07-310001489393country:NL2026-07-312026-07-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________________

FORM 8-K

____________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 31, 2026

____________________________________________

LYONDELLBASELL INDUSTRIES N.V.

(Exact name of registrant as specified in its charter)

____________________________________________

Netherlands 001-34726 98-0646235

(State or other jurisdiction

of incorporation) (Commission

file number) (I.R.S. Employer

Identification No.)

2800 Post Oak Blvd.,

4th Floor, One Vine Street

Suite 5100 London Delftseplein 27E

Houston, Texas

W1J0AH 3013AA Rotterdam

USA 77056 United Kingdom Netherlands

(Address of principal executive offices) (Zip code)

(713) 309-7200 +44 (0) 207 220 2600 +31 (0) 10 275 5500

(Registrant’s telephone numbers, including area codes)

(Former name or former address, if changed since last report)

_____________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of Each Class Trading Symbol Name of Each Exchange On Which Registered

Ordinary Shares, €0.04 Par Value LYB New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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

Item 2.02. Results of Operations and Financial Conditions.

On July 31, 2026, LyondellBasell Industries N.V. announced earnings results for the quarter ended June 30, 2026 and provided a supplemental discussion of segment results. Copies of our earnings release and segment results are attached as Exhibit 99.1 and 99.2, respectively, and are incorporated into this Item 2.02 by reference.

The information in this Item 2.02 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2 furnished herewith, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and will not be incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number Description

99.1

Press Release dated July 31, 2026.

99.2

Business Results Discussion by Reporting Segment dated July 31, 2026.

104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURES

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

LYONDELLBASELL INDUSTRIES N.V.

Date: July 31, 2026

By: /s/ Matthew D. Hayes

Matthew D. Hayes

Senior Vice President,

Chief Accounting Officer

(Principal Accounting Officer)

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Document

NEWS RELEASE

FOR IMMEDIATE RELEASE

HOUSTON and LONDON, July 31, 2026

LyondellBasell reports second quarter 2026 earnings

•Net income: $0.6 billion, $1.4 billion excluding identified items1

•Diluted earnings per share: $1.71 per share; $4.30 per share excluding identified items

•EBITDA: $1.3 billion, $2.1 billion excluding identified items

•Strengthened the portfolio through the divestiture of select European assets, structurally improving the cost position and aligning the company's European footprint to its strategy

•Continued to deliver meaningful fixed-cost reductions and lower capital expenditures through the Cash Improvement Plan

•Capitalized on improved market conditions through disciplined commercial execution

LyondellBasell Industries (NYSE: LYB) (the "company") today announced results for the second quarter 2026. Comparisons with the prior quarter and second quarter 2025 are available in the following table:

Table 1 - Earnings Summary

Millions of U.S. dollars (except share data) Three Months Ended Six Months Ended

June 30,

2026 March 31,

2026 June 30,

2025 June 30,

2026 June 30,

2025

Sales and other operating revenues $9,177 $7,197 $7,658 $16,374 $15,335

Net income 559 125 115 684 292

Diluted earnings per share 1.71 0.38 0.34 2.10 0.88

Weighted average diluted share count 323 323 322 323 323

EBITDA1

1,252 568 606 1,820 1,261

Excluding Identified Items1

Net income excluding identified items $1,401 $163 $202 $1,564 $312

Diluted earnings per share excluding identified items 4.30 0.49 0.62 4.80 0.95

Loss on sale of business, pre-tax 734 — — 734 —

Asset write-downs, pre-tax 74 15 32 89 32

Cash Improvement Plan costs, pre-tax 31 — 20 31 20

Site closure costs, pre-tax 30 4 — 34 117

European transaction costs, net of transition service agreement income, pre-tax (11) 10 10 (1) 10

(Income) loss from discontinued operations, pre-tax 17 18 47 35 (149)

EBITDA excluding identified items 2,127 615 715 2,742 1,291

(1) See “Information Related to Financial Measures” for a discussion of the company’s use of non-GAAP financial measures and Tables 2-4 for reconciliations or calculations of these financial measures. “Identified items” include adjustments for lower of cost or market ("LCM"), gain or loss on sale of business, asset write-downs in excess of $10 million in aggregate for the period, Cash Improvement Plan costs, site closure costs, European transaction costs, net of transition service agreement income, and discontinued operations.

“In a dynamic macroeconomic environment, we delivered exceptional results through deliberate commercial actions, the strength of our advantaged portfolio and improved market conditions supporting margin expansion,” said Peter Vanacker, LyondellBasell Chief Executive Officer. “We responded quickly to the global supply disruption by increasing operating rates to serve our customers, demonstrating the flexibility and resilience of our global asset base and supply chain. We also took decisive actions with the divestment of select European assets and continued progress on our Cash Improvement Plan. These actions are repositioning LYB with a structurally lower cost base providing improved margins and enhanced cash generation. We continue to prioritize safety, reliability, cost discipline and capital allocation to deliver sustainable value for our shareholders.”

SECOND QUARTER 2026 RESULTS

The company reported net income for the second quarter 2026 of $559 million, or $1.71 per diluted share. During the quarter, the company recognized $842 million of identified items, net of tax. These items, which impacted second quarter earnings by $2.59 per diluted share, included the loss on sale from the divestiture of select European assets and a write down related to an Olefins & Polyolefins (O&P) – Americas joint venture. Second quarter 2026 EBITDA was $1.3 billion, or $2.1 billion excluding identified items.

In the second quarter, geopolitical instability resulted in dynamic and supply-constrained market conditions across all business segments. In the O&P – Americas segment, results substantially improved relative to the prior quarter on expanding polymer margins and favorable co-product pricing due to tighter global market supply. The company operated its advantaged North American assets at approximately 90% utilization capitalizing on favorable market conditions. O&P – Europe, Asia and International also benefited from improved polymer spreads driven by supply chain disruptions and stronger joint venture contributions.

Intermediates and Derivatives delivered higher earnings driven by improving oxyfuels, methanol and PO derivatives margins partially offset by the Bayport PO/TBA unplanned outage during the quarter. Bayport was successfully restarted in June, exiting the quarter at full operating rates and positioning the business for improved volume performance in the second half of the year.

LYB generated $752 million in cash from operating activities during the second quarter. Working capital was a use of cash during the quarter given higher prices and increased operating rates to capture favorable market opportunities caused by global supply disruptions. The second quarter included a $310 million cash contribution in connection with the completion of the European asset divestiture, as expected. Capital allocation was balanced between capital expenditures of $270 million and $224 million of shareholder returns through dividends. At the end of the quarter, LYB held $2.6 billion in cash and cash equivalents and $7.1 billion in available liquidity.

STRATEGY HIGHLIGHTS

LYB reached an important milestone in its portfolio transformation with the completion of the divestiture of four European assets during the second quarter. This demonstrates the company's continued progress to Grow and Upgrade the Core as part of its three-pillar strategy. The company is now better positioned with increased resilience and greater flexibility to navigate the cycle and capture market upside by increasing the proportion of its assets connected to advantaged feedstocks.

LYB remains focused on strengthening its balance sheet through disciplined and balanced capital allocation and strong cash generation. The company is on target to deliver $500 million incremental cash through its Cash Improvement Plan by the end of 2026, driven primarily by fixed-cost reductions and lower capital expenditures.

OUTLOOK

As shown in recent weeks, conditions in the Middle East remain fluid, and we expect this to continue to be a source of volatility for energy and petrochemical value chains. The pace, timing and magnitude at which conflict-impacted supply will return to the market remains uncertain with the recovery period likely extending into 2027. While we do not anticipate material demand deterioration in our key end markets, uncertainty on the near-term price outlook could temporarily impact normal buying patterns.

The restart of Bayport PO/TBA should provide volume uplift in the Intermediates & Derivatives segment, while planned downtime at the Clinton facility will impact polyolefins volumes in the second half of the year. To align with global demand and the company's planned maintenance, LYB expects third quarter operating rates of 85% for North American O&P assets, 70% for European O&P assets and 85% for Intermediates & Derivatives assets.

LYB remains focused on commercial and operational agility in this dynamic market while continuing to execute the Cash Improvement Plan. The company's capital allocation priorities remain unchanged: safely operate and maintain assets, strengthen the balance sheet though disciplined deleveraging including the scheduled note maturity repayment in September, maintain an attractive dividend and invest selectively in opportunities that enhance long-term shareholder value.

CONFERENCE CALL

LYB will host a conference call July 31 at 11 a.m. ET. Participants on the call will include Chief Executive Officer Peter Vanacker, Executive Vice President and Chief Financial Officer Agustin Izquierdo, Executive Vice President of Global Olefins and Polyolefins Kim Foley, Executive Vice President of Intermediates and Derivatives Aaron Ledet, Executive Vice President of Advanced Polymer Solutions Torkel Rhenman and Head of Investor Relations David Dennison. For event access, the toll-free dial-in number is 1-877-407-8029, international dial-in number is 201-689-8029 or click the CallMe link. The slides and webcast that accompany the call will be available at investors.lyondellbasell.com/earnings. A replay of the call will be available from 1:00 p.m. ET July 31 until August 31, 2026. The replay toll-free dial-in numbers are 1-877-407-8029 and 201-689-8029. The access ID for each is 13746218.

ABOUT LYONDELLBASELL

We are LyondellBasell (NYSE: LYB) – a leader in the global chemical industry creating solutions for everyday sustainable living. Through advanced technology and focused investments, we are enabling a circular and low carbon economy. Across all we do, we aim to unlock value for our customers, investors and society. As one of the world's largest producers of polymers and a leader in polyolefin technologies, we develop, manufacture and market high-quality and innovative products for applications ranging from sustainable transportation and food safety to clean water and quality healthcare. For more information, please visit www.LyondellBasell.com or follow @LyondellBasell on LinkedIn.

FORWARD-LOOKING STATEMENTS

The statements in this release relating to matters that are not historical facts are forward-looking statements. These forward-looking statements are based upon assumptions of management of LyondellBasell which are believed to be reasonable at the time made and are subject to significant risks and uncertainties. When used in this release, the words “estimate,” “believe,” “continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,” “should,” “will,” “expect,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Actual results could differ materially based on factors including, but not limited to, market conditions, including the prolonged industry downturn, the business cyclicality of the chemical and polymers industries; the availability, cost and price volatility of raw materials and utilities, particularly the cost of oil, natural gas, and associated natural gas liquids; our ability to successfully implement initiatives identified pursuant to our Value Enhancement Program and generate anticipated earnings; competitive product and pricing pressures; labor conditions; our ability to attract and retain key personnel; operating interruptions (including leaks, explosions, fires, weather-related incidents, mechanical failure, unscheduled downtime, supplier disruptions, labor shortages, strikes, work stoppages or other labor difficulties, transportation interruptions, spills and releases and other environmental risks); the supply/demand balances for our and our joint ventures’ products; industry production capacities, operating rates, and the pace of global capacity rationalizations; the impacts and scope of the global supply disruption resulting from the conflict in Ukraine and the Middle East; our ability to manage costs; future financial and operating results; our ability to complete capital projects on time and on budget and successfully operate the asset; our ability to align our assets and grow and upgrade our core; our ability to reduce our fixed costs and increase cash flow; legal and environmental proceedings; tax rulings and related consequences or proceedings; the impacts of tariffs and trade disruptions; technological developments, and our ability to develop new products and process technologies; our ability to meet our sustainability goals, including the ability to operate safely, increase production of recycled and renewable-based polymers to meet our targets and forecasts, and reduce our emissions and achieve net zero emissions by the time set in our goals; our ability to procure energy from renewable sources; our ability to build a profitable Circular & Low Carbon Solutions business; our ability to improve the business performance of our Advanced Polymers Solutions segment and its ability to secure new customers; potential governmental regulatory actions; political unrest and terrorist acts; risks and uncertainties posed by international operations, including foreign currency fluctuations; our ability to maintain our investment-grade credit rating and execute our capital allocation strategy, including our ability to pay dividends; and our ability to comply with debt covenants and to repay our debt. Additional factors that could cause results to differ materially from those described in the forward-looking statements can be found in the “Risk Factors” section of our Form 10-K for the year ended December 31, 2025, which can be found at www.LyondellBasell.com on the Investors page and on the Securities and Exchange Commission’s website at www.sec.gov. There is no assurance that any of the actions, events or results of the forward-looking statements will occur, or if any of them do, what impact they will have on our results of operations or financial condition. Forward-looking statements speak only as of the date they were made and are based on the estimates and opinions of management of LyondellBasell at the time the statements are made. LyondellBasell does not assume any obligation to update forward-looking statements should circumstances or management’s estimates or opinions change, except as required by law.

INFORMATION RELATED TO FINANCIAL MEASURES

This release makes reference to certain non-GAAP financial measures as defined in Regulation G of the U.S. Securities Exchange Act of 1934, as amended.

We report our financial results in accordance with U.S. generally accepted accounting principles ("GAAP"), but believe that certain non-GAAP financial measures, such as EBITDA, and EBITDA, net income and diluted EPS exclusive of identified items provide useful supplemental information to investors regarding the underlying business trends and performance of the company's ongoing operations and are useful for period-over-period comparisons of such operations. Non-GAAP financial measures should be considered as a supplement to, and not as a substitute for, or superior to, the financial measures prepared in accordance with GAAP.

We calculate EBITDA as net income (loss) plus interest expense, net, provision for (benefit from) income taxes, and depreciation and amortization. EBITDA should not be considered an alternative to profit or operating profit for any period as an indicator of our performance, or as an alternative to operating cash flows as a measure of our liquidity. We also present EBITDA, net income and diluted EPS exclusive of identified items. Identified items include adjustments for lower of cost or market (“LCM”), gain or loss on sale of business, asset write-downs in excess of $10 million in aggregate for the period, Cash Improvement Plan costs, site closure costs, European transaction costs, net of transition service agreement income, and discontinued operations. Asset write-downs include impairments of goodwill and impairments of long-lived assets. Our inventories are stated at the lower of cost or market. Cost is determined using the last-in, first-out (“LIFO”) inventory valuation methodology, which means that the most recently incurred costs are charged to cost of sales and inventories are valued at the earliest acquisition costs. Fluctuation in the prices of crude oil, natural gas and correlated products from period to period may result in the recognition of charges to adjust the value of inventory to the lower of cost or market in periods of falling prices and the reversal of those charges in subsequent interim periods, within the same fiscal year as the charge, as market prices recover. A gain or loss on sale of a business is calculated as the consideration received from the sale less its carrying value. We evaluate property, plant and equipment and definite-lived intangible assets whenever impairment indicators are present. If it is determined that an asset or asset group’s undiscounted future cash flows will not be sufficient to recover the carrying amount, an impairment charge is recognized to write the asset down to its estimated fair value. Goodwill is tested for impairment annually in the fourth quarter or whenever events or changes in circumstances indicate that the fair value of a reporting unit with goodwill is below its carrying amount. If it is determined that the carrying value of the reporting unit including goodwill exceeds its fair value, an impairment charge is recognized. We assess our equity investments for impairment whenever events or changes in circumstances indicate that the carrying amount of the investment may not be recoverable. If the decline in value is considered to be other than temporary the investment is written down to its estimated fair value. Valuation allowances are provided against deferred tax assets when it is more likely than not that some portion or all of the deferred tax asset will not be realized. In June 2025, we announced the divestiture of select olefins and polyolefins assets and the associated businesses in Europe, in May 2026 we completed the divestiture. In connection with the divestiture we recognized selling expenses, separation costs and employee-related charges (collectively referred to as "European transaction costs"), income from the transition service agreement and loss on sale of business. In April 2025, the company announced the Cash Improvement Plan, focused on strengthening financial performance, which resulted in employee-related charges across all segments. In March 2025, we announced the permanent closure of our Dutch PO joint venture asset, resulting in the recognition of shutdown-related charges in our Intermediates & Derivatives ("I&D") segment. Additionally, we recognized shutdown and employee-related charges related to sites in our Advanced Polymer Solutions ("APS") and Olefins & Polyolefins – Europe, Asia, International ("O&P-EAI") segments. 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.

These non-GAAP financial measures as presented herein, may not be comparable to similarly titled measures reported by other companies due to differences in the way the measures are calculated. In addition, we include calculations for certain other financial measures to facilitate understanding. This release contains time sensitive information that is accurate only as of the time hereof. Information contained in this release is unaudited and subject to change.

LyondellBasell undertakes no obligation to update the information presented herein except to the extent required by law.

Additional operating and financial information may be found on our website at investors.lyondellbasell.com.

###

Source: LyondellBasell Industries

Investor Contact: David Dennison +1 713-309-4987

Media Contact: Barrie Lee +1 713-309-4791

Table 2 - Reconciliations of Net Income to Net Income Excluding Identified Items and to EBITDA Including and Excluding Identified Items

Three Months Ended Six Months Ended

Millions of U.S. dollars June 30,

2026 March 31,

2026 June 30,

2025 June 30,

2026 June 30,

2025

Net income $ 559 $ 125 $ 115 $ 684 $ 292

Identified items

add: Loss on sale of business, pre-tax(a)

734 — — 734 —

add: Asset write-downs, pre-tax(b)

74 15 32 89 32

add: Cash Improvement Plan costs, pre-tax(c)

31 — 20 31 20

add: Site closure costs, pre-tax(d)

30 4 — 34 117

add: European transaction costs, net of transition service agreement income, pre-tax(e)

(11) 10 10 (1) 10

less: (Income) loss from discontinued operations, pre-tax 17 18 47 35 (149)

less: Benefit from income taxes related to identified items (33) (9) (22) (42) (10)

Net income excluding identified items $ 1,401 $ 163 $ 202 $ 1,564 $ 312

Net income $ 559 $ 125 $ 115 $ 684 $ 292

Provision for (benefit from) income taxes 232 (6) 62 226 140

Depreciation and amortization 347 342 332 689 655

Interest expense, net 114 107 97 221 174

EBITDA 1,252 568 606 1,820 1,261

Identified items

add: Loss on sale of business(a)

734 — — 734 —

add: Asset write-downs(b)

74 15 32 89 32

add: Cash Improvement Plan costs(c)

31 — 20 31 20

add: Site closure costs(d)

30 4 — 34 117

add: European transaction costs, net of transition service agreement income(e)

(11) 10 10 (1) 10

less: EBITDA from discontinued operations 17 18 47 35 (149)

EBITDA excluding identified items $ 2,127 $ 615 $ 715 $ 2,742 $ 1,291

(a) In May 2026, we disposed of select European O&P assets and the associated businesses, resulting in the recognition of a loss in our O&P-EAI segment.

(b) Includes asset write-downs in excess of $10 million in aggregate for the period. For the six months ended June 30, 2026, we recognized non-cash asset write-downs of $89 million, including a $74 million impairment charge recognized in the second quarter related to a plastic waste sorting facility in Houston, Texas, within our Olefins & Polyolefins – Americas segment and $15 million related to property, plant and equipment ("PP&E") in the O&P-EAI segment. For the six months ended June 30, 2025, we recognized non-cash impairments charges of $32 million, related to PP&E associated with the European assets classified as held for sale within our O&P EAI segment.

(c) In April 2025, the company announced the Cash Improvement Plan, focused on strengthening financial performance, which resulted in employee-related charges across all segments.

(d) For the six months ended June 30, 2026, we recognized site closure costs of $34 million, including $31 million of employee-related charges associated with the planned closure of our polypropylene asset in Brindisi, Italy, within our O&P-EAI segment. In March 2025, we announced the permanent closure of our Dutch PO joint venture asset, which resulted in shutdown-related charges of $117 million for the six months ended June 30, 2025, within our I&D segment.

(e) In June 2025, we announced plans to sell select European olefins and polyolefins assets and the associated businesses, resulting in selling expenses, separation costs and employee-related charges in our O&P-EAI segment. Transition service agreement income was $8 million, for the three and six months ended June 30, 2026.

Table 3 - Reconciliation of Diluted EPS to Diluted EPS Excluding Identified Items

Three Months Ended Six Months Ended

June 30,

2026 March 31,

2026 June 30,

2025 June 30,

2026 June 30,

2025

Diluted earnings per share $ 1.71 $ 0.38 $ 0.34 $ 2.10 $ 0.88

Identified items

add: Loss on sale of business 2.27 — — 2.27 —

add: Asset write-downs(a)

0.18 0.03 0.07 0.21 0.07

add: Cash Improvement Plan costs 0.07 — 0.05 0.07 0.05

add: Site closure costs 0.06 0.01 — 0.07 0.27

add: European transaction costs, net of transition service agreement income (0.03) 0.03 0.03 — 0.03

less: (Income) loss from discontinued operations 0.04 0.04 0.13 0.08 (0.35)

Diluted earnings per share excluding identified items $ 4.30 $ 0.49 $ 0.62 $ 4.80 $ 0.95

(a) Includes asset write-downs in excess of $10 million in aggregate for the period.

Table 4 - Calculation of Cash and Liquid Investments and Total Liquidity

Millions of U.S. dollars June 30,

2026

Cash and cash equivalents $ 2,630

Restricted cash 10

Short-term investments —

Cash and liquid investments 2,640

add:

Availability under Senior Revolving Credit Facility 3,750

Availability under U.S. Receivables Facility 700

Total liquidity $ 7,090

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Document

LYONDELLBASELL BUSINESS RESULTS DISCUSSION BY REPORTING SEGMENT

LyondellBasell (LYB) manages operations through five operating segments: 1) Olefins and Polyolefins-Americas; 2) Olefins and Polyolefins-Europe, Asia, International; 3) Intermediates and Derivatives; 4) Advanced Polymer Solutions; and 5) Technology.

This information should be read in conjunction with our Earnings Release for the period ended June 30, 2026, including the forward-looking statements and information related to financial measures.

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

Table 1 - O&P-Americas Financial Overview

Millions of U.S. dollars Three Months Ended Six Months Ended

June 30,

2026 March 31,

2026 June 30,

2025 June 30,

2026 June 30,

2025

Operating income $1,003 $142 $142 $1,145 $227

EBITDA 1,183 327 313 1,510 564

Identified items: Asset write-downs 74 — — 74 —

Identified items: Cash Improvement Plan costs 10 — 5 10 5

EBITDA excluding identified items(a)

1,267 327 318 1,594 569

(a) See "Information Related to Financial Measures" for a discussion of the company's use of non-GAAP financial measures and Table 6 for reconciliations of these financial measures. “Identified items” include adjustments for lower of cost or market ("LCM"), gain or loss on sale of business, asset write-downs in excess of $10 million in aggregate for the period, Cash Improvement Plan costs, site closure costs, European transaction costs, net of transition service agreement income, and discontinued operations.

Three months ended June 30, 2026 versus three months ended March 31, 2026 - EBITDA increased by $856 million, or $940 million excluding identified items, versus the first quarter of 2026. The increase was driven by stronger margins across all businesses as prices increased due to industry supply constraints as a result of the conflict in the Middle East. Compared to the prior period, olefins results increased approximately $520 million. In the second quarter of 2026, the company's ethylene crackers operated at approximately 95% of capacity, with the raw materials being approximately 70% ethane and 30% other natural gas liquids. Combined polyolefins results increased approximately $415 million.

Six months ended June 30, 2026 versus six months ended June 30, 2025 - EBITDA increased $946 million, or $1,025 million excluding identified items, versus the first six months of 2025. The increase was driven by stronger margins across all businesses as prices increased due to industry supply constraints. Compared to the prior period, olefins results increased approximately $615 million. Combined polyolefins results increased approximately $395 million.

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

Table 2 - O&P-EAI Financial Overview

Millions of U.S. dollars Three Months Ended Six Months Ended

June 30,

2026 March 31,

2026 June 30,

2025 June 30,

2026 June 30,

2025

Operating income (loss) $158 $(68) $(40) $90 $(63)

EBITDA (432) (35) 2 (467) 19

Identified items: Loss on sale of business 734 — — 734 —

Identified items: Asset write-downs — 15 32 15 32

Identified items: Cash Improvement Plan costs 8 — 2 8 2

Identified items: Site closure costs 32 4 — 36 —

Identified items: European transaction costs, net of transition service agreement income (11) 10 10 (1) 10

EBITDA excluding identified items 331 (6) 46 325 63

Three months ended June 30, 2026 versus three months ended March 31, 2026 - EBITDA decreased by $397 million, or increased by $337 million excluding identified items, which includes $734 million related to the loss on the disposition of select European olefins and polyolefins assets and the associated businesses. The increase was driven by stronger margins across all businesses due to industry supply constraints. Compared to the prior period, olefins results increased by approximately $115 million. In the second quarter of 2026, the company's ethylene crackers operated at approximately 85% of capacity with about 25% of the raw materials derived from non-naphtha feedstocks. Combined polyolefins results increased by approximately $130 million. Equity income increased by approximately $55 million reflecting improved margins. The second quarter results reflect a gain on the sale of European emission credits of approximately $50 million.

Six months ended June 30, 2026 versus six months ended June 30, 2025 - EBITDA decreased $486 million, or increased $262 million excluding identified items, which includes the loss on the disposition of select European olefins and polyolefins assets and the associated businesses. The increase was driven by stronger margins across all businesses due to industry supply constraints. Compared to the prior period, olefin results improved by approximately $65 million. Combined polyolefins increased by approximately $100 million. Equity income increased by approximately $25 million. The six months ended June 30, 2026, reflect a gain on the sale of European emission credits of approximately $50 million.

Intermediates & Derivatives (I&D) - Our I&D segment produces and markets propylene oxide & derivatives, oxyfuels & related products and intermediate chemicals, such as styrene monomer and acetyls.

Table 3 - I&D Financial Overview

Millions of U.S. dollars Three Months Ended Six Months Ended

June 30,

2026 March 31,

2026 June 30,

2025 June 30,

2026 June 30,

2025

Operating income $268 $118 $151 $386 $142

EBITDA 377 224 286 601 380

Identified items: Cash Improvement Plan costs 9 — 4 9 4

Identified items: Site closure costs — — — — 117

EBITDA excluding identified items 386 224 290 610 501

Three months ended June 30, 2026 versus three months ended March 31, 2026 - EBITDA increased by $153 million, or $162 million excluding identified items, versus the first quarter of 2026. Intermediate chemicals and oxyfuels and related products results drove an increase of approximately $105 million and $65 million respectively, driven by higher margins from improved prices as a result of tight market supply.

Six months ended June 30, 2026 versus six months ended June 30, 2025 - EBITDA increased $221 million, or $109 million excluding identified items, which includes $117 million in shutdown costs recognized in 2025 related to the closure of our European PO Joint venture. Propylene oxide and derivatives results led to an increase of approximately $90 million primarily due to improved margins from higher demand coupled with supply constraints. Oxyfuels and related products results led to an increase of approximately $70 million driven by improved margins as a result of higher crude and gasoline crack spreads. Intermediate chemicals decreased approximately $35 million as volumes decreased due to unplanned downtime.

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

Table 4 - APS Financial Overview

Millions of U.S. dollars Three Months Ended Six Months Ended

June 30,

2026 March 31,

2026 June 30,

2025 June 30,

2026 June 30,

2025

Operating income $57 $38 $10 $95 $27

EBITDA 77 58 32 135 78

Identified items: Cash Improvement Plan costs 3 — 8 3 8

Identified items: Site closure costs (2) — — (2) —

EBITDA excluding identified items 78 58 40 136 86

Three months ended June 30, 2026 versus three months ended March 31, 2026 - EBITDA increased by $19 million, or $20 million excluding identified items, versus the first quarter of 2026 primarily due to higher margins driven by higher average sales prices due to industry supply constraints resulting from the conflict in the Middle East.

Six months ended June 30, 2026 versus six months ended June 30, 2025 - EBITDA increased $57 million, or $50 million excluding identified items, versus the first six months of 2025. The increase was due to improved margins from higher average sales prices partially offset by lower volumes driven by weaker demand.

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

Table 5 - Technology Financial Overview

Millions of U.S. dollars Three Months Ended Six Months Ended

June 30,

2026 March 31,

2026 June 30,

2025 June 30,

2026 June 30,

2025

Operating income $63 $7 $22 $70 $64

EBITDA 73 18 33 91 85

Identified items: Cash Improvement Plan costs 1 — 1 1 1

EBITDA excluding identified items 74 18 34 92 86

Three months ended June 30, 2026 versus three months ended March 31, 2026 - EBITDA increased by $55 million, or $56 million excluding identified items, versus the first quarter of 2026. Higher demand for catalysts accounted for approximately half of the increase in EBITDA, while the remaining increase was driven by higher licensing results as a greater number of higher-value contracts reached significant milestones.

Six months ended June 30, 2026 versus six months ended June 30, 2025 - EBITDA increased $6 million versus the first six months of 2025 driven by improved catalyst volumes due to increased demand, partially offset by lower licensing results.

Capital Spending and Cash Balances

Capital expenditures, including sustaining maintenance and profit-generating growth projects, were $270 million during the second quarter 2026. At the end of the quarter, cash and liquid investment balances were $2.6 billion, which includes cash and cash equivalents, restricted cash and short-term investments. There were 323 million common shares outstanding as of June 30, 2026. The company paid dividends of $224 million and did not repurchase shares during the second quarter 2026.

INFORMATION RELATED TO FINANCIAL MEASURES

We make reference to certain non-GAAP financial measures as defined in Regulation G of the U.S. Securities Exchange Act of 1934, as amended.

We report our financial results in accordance with U.S. generally accepted accounting principles ("GAAP"), but believe that certain non-GAAP financial measures, such as EBITDA and EBITDA exclusive of identified items provides useful supplemental information to investors regarding the underlying business trends and performance of the company's ongoing operations and are useful for period-over-period comparisons of such operations. Non-GAAP financial measures should be considered as a supplement to, and not as a substitute for, or superior to, the financial measures prepared in accordance with GAAP.

We calculate EBITDA as net income (loss) plus interest expense, net, provision for (benefit from) income taxes, and depreciation and amortization. Identified items include adjustments for lower of cost or market (“LCM”), gain or loss on sale of business, asset write-downs in excess of $10 million in aggregate for the period, Cash Improvement Plan costs, site closure costs, European transaction costs, net of transition service agreement income, and discontinued operations. Asset write-downs include impairments of goodwill and impairments of long-lived assets. Our inventories are stated at the lower of cost or market. Cost is determined using the last-in, first-out (“LIFO”) inventory valuation methodology, which means that the most recently incurred costs are charged to cost of sales and inventories are valued at the earliest acquisition costs. Fluctuation in the prices of crude oil, natural gas and correlated products from period to period may result in the recognition of charges to adjust the value of inventory to the lower of cost or market in periods of falling prices and the reversal of those charges in subsequent interim periods, within the same fiscal year as the charge, as market prices recover. A gain or loss on sale of a business is calculated as the consideration received from the sale less its carrying value. We evaluate property, plant and equipment and definite-lived intangible assets whenever impairment indicators are present. If it is determined that an asset or asset group’s undiscounted future cash flows will not be sufficient to recover the carrying amount, an impairment charge is recognized to write the asset down to its estimated fair value. Goodwill is tested for impairment annually in the fourth quarter or whenever events or changes in circumstances indicate that the fair value of a reporting unit with goodwill is below its carrying amount. If it is determined that the carrying value of the reporting unit including goodwill exceeds its fair value, an impairment charge is recognized. We assess our equity investments for impairment whenever events or changes in circumstances indicate that the carrying amount of the investment may not be recoverable. If the decline in value is considered to be other than temporary the investment is written down to its estimated fair value. Valuation allowances are provided against deferred tax assets when it is more likely than not that some portion or all of the deferred tax asset will not be realized. In June 2025, we announced the divestiture of select olefins and polyolefins assets and the associated businesses in Europe, in May 2026 we completed the divestiture. In connection with the divestiture we recognized selling expenses, separation costs and employee-related charges (collectively referred to as "European transaction costs"), income from the transition service agreement and loss on sale of business. In April 2025, the company announced the Cash Improvement Plan, focused on strengthening financial performance, which resulted in employee-related charges across all segments. In March 2025, we announced the permanent closure of our Dutch PO joint venture asset, resulting in the recognition of shutdown-related charges in our Intermediates & Derivatives ("I&D") segment. Additionally, we recognized shutdown and employee-related charges related to sites in our Advanced Polymer Solutions ("APS") and Olefins & Polyolefins – Europe, Asia, International ("O&P-EAI") segments. 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.

Table 6 - Reconciliation of EBITDA to EBITDA Excluding Identified Items by Segment

Three Months Ended Six Months Ended

Millions of U.S. dollars June 30,

2026 March 31,

2026 June 30,

2025 June 30,

2026 June 30,

2025

EBITDA:

Olefins & Polyolefins - Americas $ 1,183 $ 327 $ 313 $ 1,510 $ 564

Olefins & Polyolefins - EAI (432) (35) 2 (467) 19

Intermediates & Derivatives 377 224 286 601 380

Advanced Polymer Solutions 77 58 32 135 78

Technology 73 18 33 91 85

Other, including intersegment eliminations (9) (6) (13) (15) (14)

Discontinued operations (17) (18) (47) (35) 149

EBITDA $ 1,252 $ 568 $ 606 $ 1,820 $ 1,261

Identified items:

add: Loss on sale of business:

Olefins & Polyolefins - EAI $ 734 $ — $ — $ 734 $ —

add: Asset write-downs(a):

Olefins & Polyolefins - Americas 74 — — 74 —

Olefins & Polyolefins - EAI — 15 32 15 32

add: Cash Improvement Plan costs:

Olefins & Polyolefins - Americas 10 — 5 10 5

Olefins & Polyolefins - EAI 8 — 2 8 2

Intermediates & Derivatives 9 — 4 9 4

Advanced Polymer Solutions 3 — 8 3 8

Technology 1 — 1 1 1

add: Site closure costs:

Olefins & Polyolefins - EAI 32 4 — 36 —

Intermediates & Derivatives — — — — 117

Advanced Polymer Solutions (2) — — (2) —

add: European transaction costs net of transition service agreement income:

Olefins & Polyolefins - EAI (11) 10 10 (1) 10

less: Discontinued operations 17 18 47 35 (149)

Total Identified items: $ 875 $ 47 $ 109 $ 922 $ 30

EBITDA excluding Identified items:

Olefins & Polyolefins - Americas $ 1,267 $ 327 $ 318 $ 1,594 $ 569

Olefins & Polyolefins - EAI 331 (6) 46 325 63

Intermediates & Derivatives 386 224 290 610 501

Advanced Polymer Solutions 78 58 40 136 86

Technology 74 18 34 92 86

Other, including intersegment eliminations (9) (6) (13) (15) (14)

EBITDA excluding Identified items $ 2,127 $ 615 $ 715 $ 2,742 $ 1,291

(a) Include asset write-downs in excess of $10 million in aggregate for the period.

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