LyondellBasell Industries (LYB) 10-K risk factor changes: FY2018 vs FY2017

[removed: _Our] [added: Our] business, including our results of operations and reputation, could be adversely affected by safety or product liability [removed: issues._][added: issues.]

[removed: _Our] [added: Our] operations are subject to risks inherent in chemical and refining businesses, and we could be subject to liabilities for which we are not fully insured or that are not otherwise [removed: mitigated._][added: mitigated.]

[removed: _A] [added: A] sustained decrease in the price of crude oil may adversely impact the results of our operations, primarily in North [removed: America._][added: America.]

For example, we have [removed: benefitted] [added: benefited] from the favorable ratio of U.S. crude oil prices to natural gas prices in recent years.

[removed: _Costs] [added: Costs] and limitations on supply of raw materials and energy may result in increased operating [removed: expenses._][added: expenses.]

Having a sole or limited number of suppliers may limit our negotiating power, particularly in [added: the case of rising raw material costs.]

[removed: _Our] [added: Our] ability to source raw materials may be adversely affected by political instability, civil disturbances or other governmental [removed: actions._][added: actions.]

We obtain a portion of our principal raw materials from sources in [removed: North Africa,] the Middle [removed: East,] [added: East] and Central and South America that may be less politically stable than other areas in which we conduct business, such as Europe or the U.S. Political instability, civil disturbances and actions by governments in these areas are more likely to substantially increase the price and decrease the supply of raw materials necessary for our operations, which [removed: will] [added: could] have a material adverse effect on our results of operations.

Increased incidents of civil unrest, including terrorist attacks and demonstrations that have been marked by violence, have occurred in a number of countries in [removed: North Africa and] the Middle [removed: East.][added: East and South America.]

[removed: _Economic] [added: Economic] disruptions and downturns in general, and particularly continued global economic uncertainty or economic turmoil in emerging markets, could have a material adverse effect on our business, prospects, operating results, financial condition and cash [removed: flows._][added: flows.]

Economic downturns in the businesses and geographic areas in which we sell our products [added: could] substantially reduce demand for our products and result in decreased sales volumes and increased credit risk.

A significant portion of our revenues and earnings are derived from our business in Europe, including southern [removed: Europe.]

[added: Any broad-based downturn in these emerging] markets, or in a key market such as China, could require us to reduce export volumes into these markets and could also require us to divert product sales to less profitable markets.

[removed: _The] [added: The] cyclicality and volatility of the industries in which we participate may cause significant fluctuations in our operating [removed: results._][added: results.]

A sizable number of expansions have [removed: been announced] [added: recently started up] in North America.

[removed: _We] [added: We] sell products in highly competitive global markets and face significant price [removed: pressures._][added: pressures.]

[removed: _Interruptions] [added: Interruptions] of operations at our facilities may result in liabilities or lower operating [removed: results._][added: results.]

In the past, we had to shut down plants on the U.S. Gulf Coast, including the temporary shutdown of [added: a portion of] our Houston refinery, as a result of hurricanes striking the Texas coast.

In addition, because the Houston refinery is our only refining operation, an outage at the refinery could have a particularly [removed: negative impact on our operating results.]

Unlike our chemical and polymer production facilities, which may have sufficient excess capacity to mitigate the negative impact of lost production at other facilities, we do not have the ability to increase refining production [removed: elsewhere in the U.S.][added: elsewhere.]

| [removed: |] • | [removed: |] pipeline leaks and ruptures; |

| [removed: |] • | [removed: |] explosions; |

| [removed: |] • | [removed: |] fires; |

| [removed: |] • | [removed: |] severe weather and natural disasters; |

| [removed: |] • | [removed: |] mechanical failure; |

| [removed: |] • | [removed: |] unscheduled downtimes; |

| [removed: |] • | [removed: |] supplier disruptions; |

| [removed: |] • | [removed: |] labor shortages or other labor difficulties; |

| [removed: |] • | [removed: |] transportation interruptions; |

| [removed: |] • | [removed: |] remediation complications; |

| [removed: |] • | [removed: |] increased restrictions on, or the unavailability of, water for use at our manufacturing sites or for the transport of our products or raw materials; |

| [removed: |] • | [removed: |] chemical and oil spills; |

| [removed: |] • | [removed: |] discharges or releases of toxic or hazardous substances or gases; |

| [removed: |] • | [removed: |] shipment of incorrect or off-specification product to customers; |

| [removed: |] • | [removed: |] storage tank leaks; |

| [removed: |] • | [removed: |] other environmental risks; and |

| [removed: |] • | [removed: |] terrorist acts. |

[removed: _Large] [added: Large] capital projects can take many years to complete, and market conditions could deteriorate significantly between the project approval date and the project startup date, negatively impacting project returns.

If we are unable to complete capital projects at their expected costs and in a timely manner, or if the market conditions assumed in our project economics deteriorate, our business, financial condition, results of operations and cash flows could be materially and adversely [removed: affected._][added: affected.]

| [removed: |] • | [removed: |] denial of or delay in receiving requisite regulatory approvals and/or permits; [added: unplanned increases in the cost of construction materials or labor;] |

Europe.

negative impact on our operating results.

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This advantage was reduced as oil prices declined beginning in 2014.

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the case of rising raw material costs.

If a sustained financial crisis in Europe leads to a significant devaluation of the euro, the value of our financial assets that are denominated in euros would be significantly reduced when translated to U.S. dollars for financial reporting purposes.

Any broad-based downturn in these emerging

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| | • | | unplanned increases in the cost of construction materials or labor; |

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Additionally, there may be substantial

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In September 2016, the United Kingdom enacted provisions (the so called “anti-hybrid provisions”), effective for years beginning January 1, 2017, that resulted in changes to our internal financing structure which did not materially impact our Consolidated Financial Statements.

We monitor income tax developments in countries where we conduct business.

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[removed: GENERAL][added: GENERAL]

When we use the terms “we,” “us,” “our” or similar words in this discussion, unless the context otherwise requires, we are referring to LyondellBasell Industries N.V. and its consolidated [removed: subsidiaries.][added: subsidiaries (“LyondellBasell N.V.”).]

[removed: OVERVIEW][added: OVERVIEW]

Significant items that affected [added: EBITDA in 2018 relative to] 2017 [removed: results] include:

| [removed: |] • | [removed: | Higher] [added: Lower] Olefins and [removed: Polyolefins—Europe,] [added: Polyolefins–Europe,] Asia, International [removed: (“O&P—EAI”)] [added: (“O&P–EAI”)] segment results [removed: on higher olefins] [added: with lower] margins and [removed: increased] volumes [removed: on most products,] [added: in Europe,] partly offset by [removed: lower polyethylene margins;] [added: favorable foreign exchange impacts;] |

| [removed: |] • | [removed: |] Higher Intermediates and Derivatives (“I&D”) segment results [removed: driven mainly by higher intermediate chemicals margins;] [added: with increased margins] and [added: volumes;] |

Other noteworthy items [removed: during 2017] [added: in 2018] include the following:

[removed: | | • | | Final] [added: In July 2017, we announced our final] investment decision [removed: announced in July 2017] to build a world-scale PO/TBA plant in Texas with a capacity of [removed: 1] [added: 1.0] billion pounds of PO and 2.2 billion pounds of TBA. [removed: Construction is expected to commence in the second half of 2018; |]

| | | [removed: Year] [added: Year] Ended December [removed: 31,] [added: 31,] | | | | | | | | | | |

| [removed: Millions] [added: Millions] of [removed: dollars] [added: dollars] | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | |

| Sales and other operating revenues | | $ | [removed: 34,484] [added: 39,004] | | | $ | [removed: 29,183] [added: 34,484] | | | $ | [removed: 32,735] [added: 29,183] | |

| Cost of sales | | [added: 32,529] | [removed: 28,059] | | | [added: 28,059] | [removed: 23,191] | | | [added: 23,191] | [removed: 25,683] | |

| Selling, general and administrative expenses | | [added: 1,129] | [removed: 859] | | | [added: 859] | [removed: 833] | | | [added: 833] | [removed: 828] | |

| Research and development expenses | | [added: 115] | [removed: 106] | | | [added: 106] | [removed: 99] | | | [added: 99] | [removed: 102] | |

| Operating income | | [added: 5,231] | [removed: 5,460] | | | [added: 5,460] | [removed: 5,060] | | | [added: 5,060] | [removed: 6,122] | |

| Interest expense | | [added: (360] | [removed: (491] | ) | | [added: (491] | [removed: (322] | ) | | [added: (322] | [removed: (310] | ) |

| Interest income | | [added: 45] | [removed: 24] | | | [added: 24] | [removed: 17] | | | [added: 17] | [removed: 33] | |

| Other income, net | | [added: 106] | [removed: 179] | | | [added: 179] | [removed: 111] | | | [added: 111] | [removed: 25] | |

| Income from equity investments | | [added: 289] | [removed: 321] | | | [added: 321] | [removed: 367] | | | [added: 367] | [removed: 339] | |

| Provision for income taxes | | [added: 613] | [removed: 598] | | | [added: 598] | [removed: 1,386] | | | [added: 1,386] | [removed: 1,730] | |

| Income from continuing operations | | [added: 4,698] | [removed: 4,895] | | | [added: 4,895] | [removed: 3,847] | | | [added: 3,847] | [removed: 4,479] | |

| Loss from discontinued operations, net of tax | | [added: (8] | [removed: (18] | ) | | [added: (18] | [removed: (10] | ) | | [added: (10] | [removed: (5] | ) |

| Net income | | $ | [removed: 4,877] [added: 4,690] | | | $ | [removed: 3,837] [added: 4,877] | | | $ | [removed: 4,474] [added: 3,837] | |

[removed: RESULTS] [added: RESULTS] OF [removed: OPERATIONS][added: OPERATIONS]

[removed: Revenues—We] [added: Revenues—We] had revenues of [removed: $34,484] [added: $39,004] million in [removed: 2017, $29,183] [added: 2018, $34,484] million in [removed: 2016] [added: 2017] and [removed: $32,735] [added: $29,183] million in [removed: 2015.][added: 2016.]

[removed: _2017] [added: 2017] versus [removed: 2016—_Revenues] [added: 2016—Revenues] increased by $5,301 million, or 18%, in 2017 compared to 2016.

These higher prices led to [removed: increases] [added: a 15% increase] in [removed: revenues of 15%.][added: revenues.]

Higher sales volumes in our [removed: O&P—Americas, O&P-EAI] [added: O&P–Americas, O&P–EAI] and Refining segments, which were partly offset by lower I&D segment volumes, led to a revenue increase in 2017 of 2%.

[removed: Cost] [added: Cost] of [removed: Sales—Cost] [added: Sales—Cost] of sales were [removed: $28,059] [added: $32,529] million in [removed: 2017, $23,191] [added: 2018, $28,059] million in [removed: 2016] [added: 2017] and [removed: $25,683] [added: $23,191] million in [removed: 2015.][added: 2016.]

[removed: _2017] [added: 2017] versus [removed: 2016—_Cost] [added: 2016—Cost] of sales increased by $4,868 million, or 21%, in 2017 compared to 2016.

Costs for crude oil, heavy [removed: liquids] [added: liquid feedstocks, NGLs] and natural gas [removed: liquids (“NGLs”) and other feedstocks] were higher in 2017 relative to 2016.

[removed: The decrease] [added: This increase] in cost of sales [removed: in 2016 was] [added: is] primarily due to [removed: lower] [added: increases in] feedstock and energy costs.

[removed: Raw material costs] [added: Costs] for crude oil, heavy [removed: liquids] [added: liquid feedstocks] and [removed: NGLs] [added: natural gas liquids (“NGLs”)] and other feedstocks were [removed: lower] [added: higher] in [removed: 2016 compared] [added: 2018 relative] to [removed: 2015.][added: 2017.]

[removed: Operating Income—Our] [added: Operating Income—Our] operating income was [added: $5,231 million in 2018,] $5,460 [removed: million, $5,060] million [added: in 2017] and [removed: $6,122] [added: $5,060] million in [removed: 2017, 2016 and 2015, respectively.][added: 2016.]

[removed: _2017] [added: 2017] versus [removed: 2016—_Operating] [added: 2016—Operating] income increased by $400 million in 2017.

This improvement over 2016 was primarily due to increases of $144 million, [removed: $140 million, $77] [added: $101] million and [removed: $68] [added: $74] million in operating income for our I&D, [removed: O&P—EAI, Refining] [added: O&P–EAI] and [removed: O&P—Americas] [added: O&P–Americas] segments, [removed: respectively.][added: respectively, and $77 million of lower operating losses for our Refining segment.]

[removed: Interest Expense—Interest] [added: Interest Expense—Interest] expense was [removed: $491] [added: $360] million in [removed: 2017, $322] [added: 2018, $491] million in [removed: 2016] [added: 2017] and [removed: $310] [added: $322] million in [removed: 2015.][added: 2016.]

[removed: _2017 versus 2016—_We] [added: In 2017, we] recognized charges totaling $113 million related to the March 2017 redemption of $1,000 million of our outstanding 5% senior notes due 2019.

These charges [removed: include] [added: included] $65 million of prepayment premiums, $44 million for adjustments associated with fair value hedges and $4 million for the write-off of associated unamortized debt issuance costs.

[added: A reduction in the] amount of [removed: interest] capitalized [removed: during 2017] [added: interest] and increased charges from our fair value hedges resulted in incremental increases in interest expense of $13 million and $45 million respectively, relative to 2016.

During 2018, we continued to deliver strong earnings despite market challenges in the second half of the year and planned and unplanned downtime that negatively impacted fourth quarter 2018 results by approximately $225 million.

Noteworthy annual results for our I&D segment driven by market improvements and targeted contracting strategies and in our Technology segment due to an increased number of polyolefin technology licenses were partially offset by declines in our O&P–Americas and O&P–EAI results.

With our acquisition of A.

Schulman Inc. (“A.

Schulman”) in August 2018, we captured an opportunity to expand into new markets and created an additional platform for growth.

We continued to manage our business portfolio by, among other things, investing in a recycling joint venture, and divesting our carbon black subsidiary in France.

As oil prices fell by 40% during the fourth quarter 2018, our O&P–EAI segment experienced declining demand as customers delayed orders and destocked inventories in expectations of lower pricing.

This destocking and associated pricing pressures compounded the effects of typical fourth quarter seasonality.

Our O&P–EAI segment was also impacted by low water levels on the Rhine River, extended maintenance at our Wesseling, Germany cracker and feedstock supply constraints at our Münchsmünster, Germany cracker during the fourth quarter.

Our APS segment volumes were affected by decreased automotive demand in recent quarters and our Refining segment’s fourth quarter margins were negatively impacted by high gasoline inventories and unusually weak discounts for Maya crude oil.

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| • | Lower Olefins and Polyolefins–Americas (“O&P–Americas”) segment results with lower ethylene margins and higher fixed costs, offset by higher polyolefins margins; |

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| • | Lower Advanced Polymer Solutions (“APS”) segment results as lower margins and the impact of acquisition-related transaction and integration costs were partly offset by the contribution of results from A. Schulman product lines following the August 21, 2018 acquisition; |

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| • | Higher Refining segment results with higher refining margins and better yields; and |

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| • | Higher Technology segment results due mostly to increased licensing revenue. |

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| • | Completion of the $1.9 billion acquisition of A. Schulman, a leading global supplier of high-performance plastic compounds, composites and powders, on August 21, 2018; |

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| • | Groundbreaking for our new $2.4 billion PO/TBA plant at our Channelview, Texas facility on August 22, 2018; |

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| • | Construction of our Hyperzone high density polyethylene plant on track for planned start-up in the third quarter of 2019; |

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| • | Non-cash income tax benefit of $346 million related to an audit settlement associated with specific uncertain tax positions recognized in the second quarter of 2018; |

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| • | Acquisition of a 50% interest in Quality Circular Polymers, a premium plastics recycling company in Sittard-Geleen, Netherlands on March 14, 2018; and |

We demonstrated the strength of our earnings performance under dynamic market conditions in 2017 with increased volumes, improved EBITDA and higher earnings relative to 2016.

The complementary performance of our O&P—Americas and O&P—EAI segments combined with the relative stability of our I&D segment’s portfolio provided a resilient platform for profitability in 2017.

Global operating rates remained strong in 2017 due to delays in new capacity, a volume shortfall from Hurricane Harvey and an improving market in China.

Our reliable performance during the year positioned us to capture market opportunities as they arose.

We also advanced our growth program by commencing construction on our new Hyperzone high-density polyethylene plant in La Porte, Texas and reaching a final investment decision for a world-scale PO/TBA plant.

| | • | | Improved Olefins and Polyolefins—Americas (“O&P—Americas”) results driven by the impact of higher olefins volumes relative to 2016 following completion of our Corpus Christi expansion in late 2016; |

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| | • | | Better crude processing rates, with a less unfavorable impact from planned and unplanned maintenance at our Houston refinery, and higher industry refining margins relative to 2016. |

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| | • | | Non-cash benefit of $819 million recognized in the fourth quarter of 2017 related to the lower federal income tax rate resulting from the newly enacted U.S. Tax Cuts and Jobs Act; |

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| | • | | Senior unsecured debt rating raised to BBB+ from BBB by Standard and Poor’s Rating Services in September 2017, matching our corporate investment-grade rating; |

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| | • | | Increased quarterly dividend from $0.85 to $0.90 in May 2017; |

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| | • | | Issued $1,000 million of 3.5% guaranteed notes due 2027 in March 2017, used to redeem $1,000 million aggregate principal amount of our outstanding 5% senior notes due 2019; and |

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| | • | | Repurchased approximately 10 million of our ordinary shares during 2017. |

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_2016 versus 2015—_Revenues decreased $3,552 million, or 11%, in 2016 compared to 2015.

Lower average sales prices driven by decreases in the prices of crude oil and other feedstocks led to revenue declines of 10% in 2016.

Lower sales volumes in our Refining segment due to turnaround activities and unplanned outages, which were substantially offset by higher I&D segment sales volumes, led to a 1% volume-driven decline in revenues.

The decline in revenues includes a $290 million impact from the sale of our wholly owned Argentine subsidiary.

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

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_2016 versus 2015—_Cost of sales decreased by $2,492 million, or 10%, in 2016 compared to 2015.

The sale of our wholly owned Argentine subsidiary in 2016 also contributed approximately $230 million to the decline in 2016 cost of sales.

Cost of sales in 2016 and 2015 also included non-cash, pretax LCM inventory valuation charges totaling $29 million and $548 million, respectively.

The 2016 adjustment is related to a drop in polypropylene prices in our O&P—Americas segment and the adjustments in 2015 affected all of our segments except Technology.

The 2015 adjustments were driven mainly by declines in the prices for crude oil, ethylene, propylene, benzene and ETBE.

See Note [removed: 14] [added: 15] to the Consolidated Financial Statements for discussion of LyondellBasell Industries N.V.’s management of commodity price risk, foreign currency exposure and interest rate risk through its use of derivative instruments and hedging activities.

[removed: Commodity] [added: Commodity] Price [removed: Risk][added: Risk]

Accordingly, product margins and the level of our profitability tend to fluctuate with changes in [removed: the business cycle.]

[removed: VAR] [added: VaR] estimates the maximum potential loss in fair market [removed: values,] [added: values for our commodity derivative instruments,] given a certain move in prices over a certain period of time, using specified confidence levels.

[removed: Foreign] [added: Foreign] Exchange [removed: Risk][added: Risk]

| [removed: Net] [added: Net] Investment [removed: Hedges |] [added: Hedges] | [removed: Notional Amount] [added: Notional Amount] | | [removed: 10%] [added: 10%] Variance [removed: on Foreign] [added: on Foreign] Currency [removed: Rate] [added: Rate] | | [removed: Impact] [added: Impact] on Other Comprehensive [removed: Loss] [added: Loss] |

| Basis Swaps | [removed: | €742] [added: €617] million | | euro/U.S. dollar rate | | [removed: $91] [added: $69] million |

| | | | [removed: |] EURIBOR and LIBOR rates | | Less than $1 million |

| Guaranteed Euro Notes Due 2022 | [removed: |] €750 million | | euro/U.S. dollar rate | | [removed: $90] [added: $86] million |

At December 31, [removed: 2017,] [added: 2018,] a 10% fluctuation compared to the U.S. dollar in the underlying currencies that have no central bank or other currency restrictions related to non-hedged monetary net assets would have had a resulting additional impact to earnings of approximately [removed: $2] [added: $3] million.

At December 31, [removed: 2017,] [added: 2018,] these foreign currency contracts have maturity dates ranging from 2021 to 2027 and their fair value was a net [removed: liability] [added: asset] of [removed: $4] [added: $96] million.

A 10% fluctuation compared to the U.S. dollar would have had a resulting additional impact to Other comprehensive [removed: income (loss)] [added: loss] of approximately [removed: $265] [added: $243] million.

Other income, [removed: net] [added: net,] in the Consolidated Statements of Income reflected [removed: losses] [added: net exchange rate foreign currency gains] of [removed: $1 million, $4] [added: $24] million [added: in 2018,] and [removed: $7] [added: foreign currency losses of $1] million [removed: for] [added: in] 2017, [removed: 2016] and [removed: 2015, respectively,] [added: $4 million] in [removed: net exchange rate gains and losses.][added: 2016.]

Changes in the fair value of foreign currency forward [added: and swap] contracts are reported in the Consolidated Statements of Income and offset the currency exchange results recognized on the [added: assets and liabilities.]

At December 31, [removed: 2017,] [added: 2018,] these foreign currency contracts, which will mature [removed: in] [added: between] January [removed: 2018,] [added: 2019 and August 2019, inclusively,] had an aggregated notional amount of [removed: $1,014] [added: $1,764] million and the fair value was a net liability of [removed: $11] [added: $4] million.

A 10% fluctuation compared to the U.S. dollar would have had a resulting additional impact to earnings of approximately [removed: $10] [added: $96] million.

[removed: Interest] [added: Interest] Rate [removed: Risk][added: Risk]

Fluctuations in interest rates impact the fair value of fixed-rate debt as well as [removed: pretax] [added: pre-tax] earnings stemming from interest expense on variable-rate debt.

To minimize earnings at [removed: risk,] [added: risk as part of our interest rate risk management strategy,] we target to maintain floating rate [removed: debt] [added: debt, through the use of interest rate swaps,] equal to our cash and cash equivalents, marketable securities and tri-party repurchase agreements, as those assets are invested in floating rate instruments.

[removed: As] [added: Fixed-rate debt—We enter into interest rate swaps as] part of our interest rate risk management [removed: strategy we also enter into interest rate swaps.][added: strategy.]

[removed: _Pre-issuance] [added: Pre-issuance] interest [removed: rate_—A] [added: rate—A] pre-issuance interest rate strategy is utilized to mitigate the risk that benchmark interest rates (i.e. U.S. Treasury, mid-swaps, etc.) will increase between the time a decision has been made to issue debt and when the actual debt offering [removed: transpires.][added: is issued.]

In [removed: March] 2015 [added: and 2018] we entered into forward-starting interest rate swaps to mitigate the risk of adverse changes in the benchmark interest rates on the anticipated refinancing of our senior notes due [removed: 2019.][added: 2019 and 2021, respectively.]

At December 31, [removed: 2017,] [added: 2018,] the total notional amount of these interest rate contracts designated as cash flow hedges was $1,000 million and [removed: its] [added: $500 million, respectively, and their] fair [removed: value was] [added: values were] a net [added: asset of $7 million and net] liability of [removed: $41 million.][added: $5 million, respectively.]

We estimate that a 10% change in market interest rates as of December 31, [removed: 2017] [added: 2018] would change the fair value of our forward-starting interest rate [removed: swap] [added: swaps] outstanding and would have had a resulting impact on Other comprehensive [removed: income (loss)] [added: loss] of approximately [removed: $47] [added: $71] million.

At December 31, [removed: 2017,] [added: 2018,] the total notional amount of interest rate swaps designated as fair value hedges, which have maturity dates ranging from 2019 to 2027, was [removed: $3,000] [added: $3,143] million and their fair value was a net liability of [removed: $1] [added: $42] million.

At December 31, [removed: 2017,] [added: 2018,] after giving consideration to the [removed: $3,000] [added: $3,143] million of fixed-rate debt that we have effectively converted to floating through these U.S. dollar fixed-for-floating interest rate swaps, approximately [removed: 66%] [added: 58%] of our debt portfolio, on a gross basis, incurred interest at a fixed-rate and the remaining [removed: 34%] [added: 42%] of the portfolio incurred interest at a variable-rate.

We estimate that a 10% change in market interest rates as of December 31, [removed: 2017] [added: 2018] would change the fair value of our interest rate swaps outstanding and would have had a resulting impact on our [removed: pretax] [added: pre-tax] income of approximately [removed: $29] [added: $26] million.

[removed: _Variable-rate debt_—Our] [added: Variable-rate debt—Our] variable rate debt consists of our $2,500 million Senior Revolving Credit Facility, our $900 million U.S. Receivables Securitization Facility and our Commercial Paper Program.

At December 31, [removed: 2017,] [added: 2018,] there were no outstanding borrowings under our Senior Revolving Credit [removed: Facility,] [added: Facility nor] U.S. Receivables Securitization [removed: facility or our Commercial Paper Program.][added: facility.]

We estimate that a 10% change in interest rates would have had [removed: less than] a [removed: $1] [added: $2] million impact on earnings based on our average variable-rate debt outstanding per year.

the business cycle.

Natural gas, crude oil and refined products, along with feedstocks for ethylene and propylene production, constitutes the main commodity exposures.

We try to protect against such instability through various business strategies including provisions in sales contracts which allows us to pass on higher raw material costs to our customers through timely price increases and through the use of commodity swap and futures contracts.

Utilizing a Monte Carlo simulation with a 95 percent confidence level over a 3-day time horizon, the effect on our pre-tax income and cash flows for the years ended December 31, 2018 and 2017 would be immaterial.

| | | | | | |

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| | December 31, 2018 | | | | |

Our Commercial Paper Program had outstanding borrowings of $809 million at December 31, 2018.

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| | |

We try to protect against such instability through various business strategies.

These include provisions in sales contracts allowing us to pass on higher raw material costs through timely price increases, formula price contracts to transfer or share commodity price risk, and increasing the depth and breadth of our product portfolio.

In addition, we use commodity swap and futures contracts with various terms to manage a small portion of the volatility related to raw materials and product purchases and sales.

Such contracts are generally limited to durations of one year or less.

Hedge accounting has been elected for some of our commodity contracts in the periods presented.

Market risks created by these derivative instruments and the mark-to-market valuations of open positions are considered by management prior to execution and monitored regularly.

##### [Table of Contents](#toc)

The estimated fair value and notional amounts of our open commodity futures contracts and swap contracts are shown in the table below:

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| | | December 31, 2017 | | | | | | | | | | | | | | | | | | |

| | | | | | | Notional Amounts | | | | | | | | | | | | | | |

| Millions of dollars | | Fair Value | | | | Value | | | | Volumes | | | | Volume Unit | | | | Maturity Dates | | |

| Futures and swaps not designated as hedges: | | | | | | | | | | | | | | | | | | | | |

| Heating oil | | $ | (1 | ) | | $ | 8 | | | | 4 | | | | million gallons | | | | January 2018 \- February 2018 | |

| Crude oil | | | 16 | | | | 48 | | | | 35 | | | | million gallons | | | | January 2018 \- March 2018 | |

| Gasoline | | | (15 | ) | | | 9 | | | | 40 | | | | million gallons | | | | January 2018 \- February 2018 | |

| Naphtha | | | 2 | | | | 57 | | | | 100 | | | | million kilograms | | | | January 2018 | |

| Swaps designated as cash-flow hedges: | | | | | | | | | | | | | | | | | | | | |

| Ethane | | | (8 | ) | | | 102 | | | | 375 | | | | million gallons | | | | January 2018 \- December 2019 | |

| | | | | | | | | | | | | | | | | | | | | |

| | | $ | (6 | ) | | $ | 224 | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | |

| | | December 31, 2016 | | | | | | | | | | | | | | | | | | |

| | | | | | | Notional Amounts | | | | | | | | | | | | | | |

| Millions of dollars | | Fair Value | | | | Value | | | | Volumes | | | | Volume Unit | | | | Maturity Dates | | |

| Futures and swaps not designated as hedges: | | | | | | | | | | | | | | | | | | | | |

| Heating oil | | $ | 1 | | | $ | 20 | | | | 12 | | | | million gallons | | | | February 2017 | |

| Crude oil | | | (1 | ) | | | 30 | | | | 23 | | | | million gallons | | | | February 2017 \- March 2017 | |

| Naptha | | | 1 | | | | 48 | | | | 100 | | | | million kilograms | | | | January 2017 | |

| Swaps designated as cash-flow hedges: | | | | | | | | | | | | | | | | | | | | |

| Ethane | | | 3 | | | | 58 | | | | 184 | | | | million gallons | | | | January 2017 \- December 2019 | |

| | | | | | | | | | | | | | | | | | | | | |

| | | $ | 4 | | | $ | 156 | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | |

Using sensitivity analysis and hypothetical changes in market prices ranging from 9% to 13%, which represent a three-month volatility range of the underlying products noted in the table above, the effect on our pretax income would be approximately $1 million.

The quantitative information about market risk is necessarily limited because it does not take into account the effects of the underlying operating transactions.

##### [Table of Contents](#toc)

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[removed: Environmental Matters][added: Environmental Matters]

We reasonably believe that [removed: LDEQ may assert an administrative] [added: the] penalty [removed: demand in this matter in excess of] [added: may exceed] $100,000.

In September 2013, the [removed: EPA] [added: Environmental Protection Agency (“EPA”)] Region V issued a Notice and Finding of Violation alleging violations at our Morris, Illinois facility related to flaring activity.

We are currently [added: engaged] in discussions with [removed: TCEQ.][added: Region V regarding a proposed penalty.]

[removed: Litigation] [added: Litigation] and Other [removed: Matters][added: Matters]

Information regarding our litigation and other legal proceedings can be found in Note [removed: 18, _Commitments] [added: 19, Commitments] and [removed: Contingencies_,] [added: Contingencies,] to the Consolidated Financial Statements.

A Tolling Agreement was signed in November 2018.

In June 2018, Region V issued a draft administrative consent order that requires the completion of certain activities.

A Tolling Agreement was signed in November 2018.

The EPA has been conducting an enforcement initiative regarding flare emissions at petrochemical plants.

In July 2014, we received Clean Air Act section 114 information request regarding flares at four U.S. facilities.

In response to the information we provided and subsequent discussions, the EPA and Department of Justice (the “DOJ”) have indicated that they are seeking a consent decree that would require certain corrective measures.

We reasonably believe that resolution of this matter will involve payment of a monetary sanction in excess of $100,000.

We continue to work with the EPA and DOJ to resolve this matter.

In January 2018, Houston Refining, LP learned that the Texas Commission on Environmental Quality had referred an environmental matter to the Texas Attorney General’s office (“TAGO”) for enforcement.

The environmental matter referred to TAGO for enforcement stems from air emissions events sustained at the refinery.

In June 2018, Houston Refining, LP and TAGO agreed to a settlement involving $680,000 in penalties, plus attorneys’ fees and certain injunctive relief.

To effectuate the settlement, the TAGO filed a complaint along with the proposed agreed final judgment in Travis County Court.

The court entered the Agreed Final Judgment in October 2018 and the penalty has been paid in full.

In March 2018, the Morris facility learned that the Illinois EPA referred an environmental matter to the Illinois Attorney General’s Office.

The matters referred for enforcement relate to air emission events at the facility.

In June 2018, the parties agreed to resolve the matter for a penalty of $125,000, and in August 2018, a consent order requiring the same was entered in Grundy County Court.

On March 21, 2018, the Cologne, Germany local court issued a regulatory fine notice of €1,800,000 arising from a pipeline leak in our Wesseling, Germany facility.

We expect the Cologne prosecutor to issue a corresponding payment request, which will resolve the matter.

| | |

| | |

In September 2013, the Louisiana Department of Environmental Quality (the “LDEQ”) issued a Compliance Order and Notice of Potential Penalty to Equistar Chemicals, LP pertaining to self-reported deviations arising from our Lake Charles, Louisiana polyolefins plant and relating to certain Clean Air Act Title V permit conditions, limits and other requirements.

The matter involves deviations reported by us to the LDEQ in semi-annual reports covering 2007 through June 2011.

Region V indicated at a December 2017 meeting that it intends to issue an administrative enforcement order in 2018.

We reasonably believe that EPA Region V may assert a penalty demand in excess of $100,000.

In August 2015 the Victoria plant experienced a hexane leak into the cooling water system which resulted in estimated emissions of 154,000 pounds of hexane over a 12-day period from the cooling water pond operated by the site host, Invista.

In November 2017, the Texas Commission on Environmental Quality (the “TCEQ”) issued a proposed agreed order to both Invista and Equistar assessing a proposed penalty of $300,000.

In March 2017, the TCEQ issued a proposed Agreed Order to Houston Refining LP.

The proposed Agreed Order stems from agency record reviews conducted from May to July 2016 and September to October 2016 and an agency investigation conducted in April 2016.

In June 2017, TCEQ issued a revised Agreed Order that carries a total administrative penalty of $77,626.

The Agreed Order is currently awaiting final TCEQ approval.

[removed: UNITED STATES][added: UNITED STATES]

[removed: SECURITIES] [added: SECURITIES] AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: Washington,] [added: Washington,] D.C. [removed: 20549][added: 20549]

[removed: Form 10-K][added: Form 10-K]

| [removed: ☑] [added: þ] | [removed: ANNUAL] [added: ANNUAL] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] |

[removed: For] [added: For] the fiscal year ended December 31, [removed: 2017][added: 2018]

| [removed: ☐] [added: ¨] | [removed: TRANSITION] [added: TRANSITION] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] |

[removed: For] [added: For] the transition period from [removed: to][added: to]

[removed: Commission] [added: Commission] file number: [removed: 001-34726][added: 001-34726]

[removed: LyondellBasell] [added: LyondellBasell] Industries [removed: N.V.][added: N.V.]

[removed: (Exact] [added: (Exact] name of registrant as specified in its [removed: charter)][added: charter)]

| [removed: The Netherlands] [added: The Netherlands] | | [removed: 98-0646235] [added: 98-0646235] |

| [removed: (State] [added: (State] or other jurisdiction [removed: of incorporation] [added: of incorporation] or [removed: organization)] [added: organization)] | | [removed: (I.R.S. Employer Identification No.)] [added: (I.R.S. Employer Identification No.)] |

| [removed: 1221] [added: 1221] McKinney [removed: St., Suite 300 Houston, Texas USA 77010] [added: St., Suite 300 Houston, Texas USA 77010] | | [removed: 4th] [added: 4th] Floor, One Vine [removed: Street London W1J0AH The] [added: Street London W1J0AH The] United [removed: Kingdom] [added: Kingdom] | | [removed: Delftseplein 27E 3013] [added: Delftseplein 27E 3013] AA [removed: Rotterdam The Netherlands] [added: Rotterdam The Netherlands] |

[removed: (Address] [added: (Address] of principal executive offices) (Zip [removed: Code)][added: Code)]

| [removed: (713) 309-7200] [added: (713) 309-7200] | | [removed: +44] [added: +44] (0) 207 220 [removed: 2600] [added: 2600] | | [removed: +31] [added: +31] (0)10 275 [removed: 5500] [added: 5500] |

[removed: (Registrant’s] [added: (Registrant’s] telephone numbers, including area [removed: codes)][added: codes)]

[removed: Securities] [added: Securities] registered pursuant to Section 12(b) of the [removed: Act:][added: Act:]

| [removed: Title] [added: Title] of Each [removed: Class] [added: Class] | | [removed: Name] [added: Name] of Each Exchange On Which [removed: Registered] [added: Registered] |

| [removed: Ordinary] [added: Ordinary] Shares, €0.04 Par [removed: Value] [added: Value] | | [removed: New] [added: New] York Stock [removed: Exchange] [added: Exchange] |

[removed: Securities] [added: Securities] registered pursuant to Section 12(g) of the Act: [removed: None][added: None]

[removed: ☑] [added: þ] Yes [removed: ☐] [added: ¨] No

[removed: ☐] [added: ¨] Yes [removed: ☑] [added: þ] No

[removed: ☑] [added: þ] Yes [removed: ☐] [added: ¨] No

Indicate by check mark whether the registrant has submitted electronically [removed: and posted on its corporate website, if any,] every Interactive Data File required to be submitted [removed: and posted] pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

[removed: ☑] [added: þ] Yes [removed: ☐] [added: ¨] No

| Large accelerated filer | [removed: | ☑ |] [added: þ] | Accelerated filer | [removed: | ☐] [added: ¨] |

| Non-accelerated filer | [removed: | ☐ (Do not check if a smaller reporting company) |] [added: ¨] | Smaller reporting company | [removed: | ☐] [added: ¨] |

| | | [removed: | |] Emerging growth company | [removed: | ☐] [added: ¨] |

[removed: ☐] [added: ¨] Yes [removed: ☑] [added: þ] No

The aggregate market value of common stock held by non-affiliates of the registrant on June [removed: 30, 2017,] [added: 29, 2018,] the last business day of the registrant’s most recently completed second fiscal quarter, based on the closing price on that date of [removed: $84.39,] [added: $109.85,] was [removed: $27.3] [added: $35.0] billion.

For purposes of this disclosure, in addition to the registrant’s executive officers and members of its [removed: Supervisory Board,] [added: Board of Directors,] the registrant has included Access Industries, LLC and its affiliates as “affiliates.”

[removed: Documents] [added: Documents] incorporated by [removed: reference:][added: reference:]

Portions of the Notice of the [removed: 2018] [added: 2019] Annual Meeting of Shareholders and [removed: 2018] [added: 2019] Proxy Statement, in connection with the Company’s [removed: 2018] [added: 2019] Annual Meeting of Shareholders (in Part III), as indicated herein.

| [removed: PART I | | | | |] [added: PART I] | |

[removed: | [1 and 2.] Business and [removed: Properties](#toc533271_1) | | | | | 3 | |][added: Properties]

[removed: | [Overview](#toc533271_2) | | | | | 3 | |][added: OVERVIEW]

[removed: | [Segments](#toc533271_3) | | | | | 3 | |][added: SEGMENTS]

[removed: | [Olefins] [added: Olefins] and Polyolefins Segments [removed: Generally](#toc533271_4) | | | | | 4 | |][added: Generally]

[removed: | [Olefins] [added: Olefins] and [removed: Polyolefins—Americas Segment](#toc533271_5) | | | | | 4 | |][added: Polyolefins–Americas Segment]

10-K 1 a2018q410k.htm 10-K

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OR

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The registrant had 371,156,998 shares outstanding at February 19, 2019 (excluding 29,053,282 treasury shares).

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| [Overview](#sB6FA84EE36F583F7403D8CD3E66D9109) | [4](#sB6FA84EE36F583F7403D8CD3E66D9109) |

| [Advanced Polymer Solutions Segment](#sa171ade7707e4bdd8eb904e5ec554dcf) | [10](#sa171ade7707e4bdd8eb904e5ec554dcf) |

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| [Signatures](#s2EC67DD10330544F1D1A8CD3F17C38E1) | [152](#s2EC67DD10330544F1D1A8CD3F17C38E1) |

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| • | our growth depends on the opportunities available to acquire new businesses and assets and our ability to integrate them into our existing operations; |

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10-K 1 d533271d10k.htm 10-K

##### [Table of Contents](#toc)

OR

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The registrant had 394,556,328 shares outstanding at February 20, 2018 (excluding 183,883,835 treasury shares).

##### [Table of Contents](#toc)

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| [Signatures](#toc533271_36) | | | | | 148 | |

##### [Table of Contents](#toc)

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##### [Table of Contents](#toc)

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##### [Table of Contents](#toc)

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[removed: PART II][added: PART II]

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##### [Table of Contents](#toc)

[removed: Market] [added: Market] and Dividend [removed: Information][added: Information]

Our shares were listed on the New York Stock Exchange (“NYSE”) on October 14, 2010 under the symbol “LYB.” [removed: The high and low sales prices for our ordinary shares and the cash dividends per share declared for the two most recent fiscal years are shown in the table below.]

The payment of dividends or distributions in the future will be subject to the requirements of Dutch law and the discretion of our [removed: Management] Board [removed: and our Supervisory Board.][added: of Directors.]

[removed: Holders][added: Holders]

As of February [removed: 20, 2018,] [added: 19, 2019,] there were approximately [removed: 6,100] [added: 5,600] record holders of our shares, including Cede & Co. as nominee of the Depository Trust Company.

[removed: United] [added: United] Kingdom Tax [removed: Considerations][added: Considerations]

[removed: Performance Graph][added: Performance Graph]

The graph below shows the relative investment performance of LyondellBasell Industries N.V. shares, the S&P 500 Index and the S&P 500 Chemicals Index since December 31, [removed: 2012.][added: 2013.]

The graph assumes that $100 was invested on December 31, [removed: 2012] [added: 2013] and any dividends paid were reinvested at the date of payment.

[removed: ][added: ]

| | [removed: | 12/31/2012] [added: 12/31/2013] | | [removed: 12/31/2013] [added: 12/31/2014] | | [removed: 12/31/2014] [added: 12/31/2015] | | [removed: 12/31/2015] [added: 12/31/2016] | | [removed: 12/31/2016] [added: 12/31/2017] | | [removed: 12/31/2017] [added: 12/31/2018] |

[removed: Issuer] [added: Issuer] Purchases of Equity [removed: Securities][added: Securities]

| [removed: 2017 Period |] [added: 2018 Period] | [removed: Total] [added: Total] Number of Shares [removed: Purchased |] [added: Purchased] | | | [removed: Average] [added: Average] Price Paid per [removed: Share] [added: Share] | | | | [removed: Total] [added: Total] Number of Shares Purchased as Part of Publicly Announced Plans or [removed: Programs |] [added: Programs] | | | [removed: Maximum] [added: Maximum] Number of Shares That May Yet Be Purchased Under the Plans or [removed: Programs |] [added: Programs] | |

| | | | | | | | | | | | |

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| | | | | | | | | | | | |

| LyondellBasell Industries N.V. | $100.00 | | $101.83 | | $115.20 | | $118.38 | | $157.99 | | $123.97 |

| S&P 500 Index | $100.00 | | $113.69 | | $115.26 | | $129.05 | | $157.22 | | $150.33 |

| S&P 500 Chemicals Index | $100.00 | | $110.70 | | $106.07 | | $116.85 | | $148.01 | | $130.83 |

| October 1—October 31 | 4,414,939 | | | $ | 94.34 | | | 4,414,939 | | | 49,755,015 | |

| November 1—November 30 | 4,498,765 | | | $ | 93.37 | | | 4,498,765 | | | 45,256,250 | |

| December 1—December 31 | 2,628,200 | | | $ | 83.69 | | | 2,628,200 | | | 42,628,050 | |

| Total | 11,541,904 | | | $ | 91.54 | | | 11,541,904 | | | 42,628,050 | |

On June 1, 2018, we announced a share repurchase program of up to 57,844,016 of our ordinary shares through December 1, 2019, which superseded any prior repurchase authorizations.

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| | | High | | | | Low | | | | Cash Dividends Declared | | |

| 2017 | | | | | | | | | | | | |

| First Quarter | | $ | 97.64 | | | $ | 85.66 | | | $ | 0.85 | |

| Second Quarter | | | 92.03 | | | | 78.01 | | | | 0.90 | |

| Third Quarter | | | 100.69 | | | | 82.54 | | | | 0.90 | |

| Fourth Quarter | | | 111.62 | | | | 96.20 | | | | 0.90 | |

| 2016 | | | | | | | | | | | | |

| First Quarter | | $ | 89.99 | | | $ | 69.10 | | | $ | 0.78 | |

| Second Quarter | | | 93.75 | | | | 69.82 | | | | 0.85 | |

| Third Quarter | | | 81.75 | | | | 71.48 | | | | 0.85 | |

| Fourth Quarter | | | 92.68 | | | | 76.71 | | | | 0.85 | |

##### [Table of Contents](#toc)

| LyondellBasell Industries N.V. | | $100.00 | | $144.73 | | $147.38 | | $166.73 | | $171.33 | | $228.66 |

| S&P 500 Index | | $100.00 | | $132.39 | | $150.51 | | $152.59 | | $170.84 | | $208.14 |

| S&P 500 Chemicals Index | | $100.00 | | $131.80 | | $145.91 | | $139.81 | | $154.01 | | $195.08 |

##### [Table of Contents](#toc)

| | | | | | | | | | | | | | | | | |

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| October 1—October 31 | | | — | | | $ | — | | | | — | | | | 33,570,716 | |

| November 1—November 30 | | | — | | | $ | — | | | | — | | | | 33,570,716 | |

| December 1—December 31 | | | — | | | $ | — | | | | — | | | | 33,570,716 | |

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| Total | | | — | | | $ | — | | | | — | | | | 33,570,716 | |

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On May 24, 2017, we announced a share repurchase program of up to 40,087,633 of our ordinary shares through November 23, 2018.

##### [Table of Contents](#toc)

| | [removed: | Year] [added: Year] Ended December [removed: 31,] [added: 31,] | | | | | | | | | | | | | | | | | | |

| [removed: In] [added: In] millions of dollars, except per share [removed: data |] [added: data] | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | |

| [removed: Results] [added: Results] of operations [removed: data: |] [added: data:] | | | | | | | | | | | | | | | | | | | |

| Sales and other operating revenues | [removed: |] $ | [removed: 34,484] [added: 39,004] | | | $ | [removed: 29,183] [added: 34,484] | | | $ | [removed: 32,735] [added: 29,183] | | | $ | [removed: 45,608] [added: 32,735] | | | $ | [removed: 44,062] [added: 45,608] | |

| Operating income(a) | [added: 5,231] | | [added: | |] 5,460 | | | | 5,060 | | | | 6,122 | | | | 5,736 | | | [removed: | 5,102 | |]

| Interest expense(b) | [removed: |] [added: (360] | [removed: (491] | ) | | [added: (491] | [removed: (322] | ) | | [added: (322] | [removed: (310] | ) | | [added: (310] | [removed: (352] | ) | | [added: (352] | [removed: (309] | ) |

| Income from equity investments | [added: 289] | | [added: | |] 321 | | | | 367 | | | | 339 | | | | 257 | | | [removed: | 203 | |]

| Income from continuing operations(a)(b)(c) | [added: 4,698] | | [added: | |] 4,895 | | | | 3,847 | | | | 4,479 | | | | 4,172 | | | [removed: | 3,860 | |]

| Earnings per share from continuing operations: | | | | | | | | | | | | | | | | | | | | [removed: |]

| Basic | [added: 12.06] | | [added: | |] 12.28 | | | | 9.17 | | | | 9.63 | | | | 8.04 | | | [removed: | 6.81 | |]

| Diluted | [added: 12.03] | | [added: | |] 12.28 | | | | 9.15 | | | | 9.60 | | | | 8.00 | | | [removed: | 6.76 | |]

| Loss from discontinued operations, net of tax | [removed: |] [added: (8] | [removed: (18] | ) | | [added: (18] | [removed: (10] | ) | | [added: (10] | [removed: (5] | ) | | [added: (5] | [removed: (4] | ) | | [added: (4] | [removed: (7] | ) |

| Loss per share from discontinued operations: | | | | | | | | | | | | | | | | | | | | [removed: |]

| Basic | [removed: |] [added: (0.02] | [removed: (0.05] | ) | | [added: (0.05] | [removed: (0.02] | ) | | [added: (0.02] | [removed: (0.01] | ) | | [removed: |] (0.01 | [removed: )] | [added: )] | | (0.01 | [added: |] ) |

| Diluted | [removed: |] [added: (0.02] | [removed: (0.05] | ) | | [added: (0.05] | [removed: (0.02] | ) | | [added: (0.02] | [removed: (0.01] | ) | | [removed: |] (0.01 | [removed: )] | [added: )] | | (0.01 | [added: |] ) |

| [removed: Balance] [added: Balance] sheet [removed: data: |] [added: data:] | | | | | | | | | | | | | | | | | | | |

| Total assets | [added: 28,278] | | [added: | |] 26,206 | | | | 23,442 | | | | 22,757 | | | | 24,221 | | | [removed: | 27,230 | |]

| Short-term debt | [added: 885] | | [added: | |] 68 | | | | 594 | | | | 353 | | | | 346 | | | [removed: | 58 | |]

| Long-term debt(d) | [added: 8,502] | | [added: | |] 8,551 | | | | 8,387 | | | | 7,675 | | | | 6,699 | | | [removed: | 5,709 | |]

| Cash and cash equivalents | [added: 332] | | [added: | |] 1,523 | | | | 875 | | | | 924 | | | | 1,031 | | | [removed: | 4,450 | |]

| Short-term investments | [added: 892] | | [added: | |] 1,307 | | | | 1,147 | | | | 1,064 | | | | 1,593 | | | [removed: | — | |]

| Accounts receivable | [added: 3,503] | | [added: | |] 3,539 | | | | 2,842 | | | | 2,517 | | | | 3,448 | | | [removed: | 4,030 | |]

| Inventories | [added: 4,515] | | [added: | |] 4,217 | | | | 3,809 | | | | 4,051 | | | | 4,517 | | | [removed: | 5,279 | |]

| Working capital | [added: 4,931] | | [added: | |] 4,861 | | | | 4,122 | | | | 4,386 | | | | 4,901 | | | [removed: | 5,737 | |]

| [removed: Cash] [added: Cash] flow [removed: data: |] [added: data:] | | | | | | | | | | | | | | | | | | | |

| Cash provided by (used in): | | | | | | | | | | | | | | | | | | | | [removed: |]

| Operating activities | [added: 5,471] | | [added: | |] 5,206 | | | | 5,606 | | | | 5,842 | | | | 6,048 | | | [removed: | 4,835 | |]

| Investing activities | [removed: |] [added: (3,559] | [removed: (1,756] | ) | | [added: (1,756] | [removed: (2,301] | ) | | [added: (2,301] | [removed: (1,046] | ) | | [added: (1,046] | [removed: (3,539] | ) | | [added: (3,539] | [removed: (1,597] | ) |

| Expenditures for property, plant and equipment | [removed: |] [added: (2,105] | [removed: (1,547] | ) | | [added: (1,547] | [removed: (2,243] | ) | | [added: (2,243] | [removed: (1,440] | ) | | [added: (1,440] | [removed: (1,499] | ) | | [added: (1,499] | [removed: (1,561] | ) |

| Financing activities | [removed: |] [added: (3,008] | [removed: (2,859] | ) | | [added: (2,859] | [removed: (3,349] | ) | | [added: (3,349] | [removed: (4,850] | ) | | [added: (4,850] | [removed: (5,907] | ) | | [added: (5,907] | [removed: (1,589] | ) |

| [removed: Dividends] [added: Dividends] declared per [removed: share] [added: share] | [added: 4.00] | | [added: | |] 3.55 | | | | 3.33 | | | | 3.04 | | | | 2.70 | | | [removed: | 2.00 | |]

| (a) | Operating income and Income from continuing operations in [removed: 2017] [added: 2018] include [added: charges totaling $73 million ($57 million, after tax) for acquisition-related transaction and integration costs associated with our acquisition of A. Schulman Inc. and] a [removed: pretax] [added: pre-tax] gain of [added: $36 million ($34 million, after tax) on the sale of our carbon black subsidiary in France. In 2017, we had a pre-tax gain of] $108 million ($103 million, after tax) on the sale of our 27% interest in Geosel, a joint venture in France; a pretax gain of $31 million ($20 million, after tax) on the sale of [removed: our] [added: property in] Lake Charles, [removed: Louisiana site;] [added: Louisiana;] and a [removed: pretax,] [added: pre-tax,] non-cash gain [added: of $21 million ($14 million, after tax)] related to the elimination of an obligation associated with a [removed: lease of $ 21 million ($14 million, after tax). In 2016, they also included a pretax and after-tax gain of $78 million on the sale of our wholly owned Argentine subsidiary and a pretax charge of $58 million ($37 million, after tax) for a pension settlement. Operating income and Income from continuing operations in 2016, 2015 and 2014 included pretax, non-cash charges of $29 million ($18 million, after tax), $548 million ($351 million, after tax) and $760 million ($483 million, after tax), respectively, related to lower of cost or market (“LCM”) inventory valuation adjustments.] |

| (b) | Interest expense and Income from continuing operations in 2017 [removed: includes pretax] [added: included pre-tax] charges of $113 million ($106 million, after tax) related to the redemption of $1,000 million aggregate principal amount of our [added: then] outstanding 5% senior notes due 2019. |

| (c) | Income from continuing operations in [removed: 2017] [added: 2018] includes [added: a $358 million benefit related to $299 million of previously unrecognized tax benefits and the release of $59 million of associated accrued interest. In 2017, it included] an $819 million non-cash tax benefit related to the lower federal income tax rate resulting from the [removed: newly enacted] [added: enactment of the] U.S. Tax Cuts and Jobs Act. In 2016, it included $135 million of out of period adjustments related to taxes on our cross-currency swaps and deferred liabilities related to some of our consolidated subsidiaries. [removed: Income from continuing operations in 2013 included a $353 million benefit related to the release of valuation allowances primarily associated with tax losses in our French group.] |

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lease.

In 2016, we had a pre-tax and after-tax gain of $78 million on the sale of our wholly owned Argentine subsidiary and a pre-tax charge of $58 million ($37 million, after tax) for a pension settlement.

Operating income and Income from continuing operations in 2016, 2015 and 2014 included pre-tax, non-cash charges of $29 million ($18 million, after tax), $548 million ($351 million, after tax) and $760 million ($483 million, after tax), respectively, related to lower of cost or market (“LCM”) inventory valuation adjustments.

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##### [Table of Contents](#toc)

##### [Table of Contents](#toc)

[removed: Index] [added: Index] to the Consolidated Financial [removed: Statements][added: Statements]

| | [removed: | Page | |] [added: Page] |

| [removed: LYONDELLBASELL] [added: LYONDELLBASELL] INDUSTRIES [removed: N.V. | | |] [added: N.V.] | |

| [Management’s Report on Internal Control Over Financial [removed: Reporting](#tx533271_37) | | | 62] [added: Reporting](#s366A551DC72288A338D88CD3EA53328A)] | [added: [64](#s366A551DC72288A338D88CD3EA53328A)] |

[removed: | [Report] [added: Report] of Independent Registered Public Accounting [removed: Firm](#tx533271_38) | | | 63 | |][added: Firm]

| Consolidated Financial Statements: | | [removed: | | |]

[removed: | [Consolidated Statements of Income](#tx533271_39) | | | 65 | |][added: CONSOLIDATED STATEMENTS OF INCOME]

[removed: | [Consolidated Statements of Comprehensive Income](#tx533271_40) | | | 66 | |][added: CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME]

[removed: | [Consolidated Balance Sheets](#tx533271_41) | | | 67 | |][added: CONSOLIDATED BALANCE SHEETS]

[removed: | [Consolidated Statements of Cash Flows](#tx533271_42) | | | 69 | |][added: CONSOLIDATED STATEMENTS OF CASH FLOWS]

[removed: | [Consolidated Statements of Stockholders’ Equity](#tx533271_43) | | | 71 | |][added: CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY]

[removed: | [Notes to the Consolidated Financial Statements](#tx533271_44) | | | 72 | |][added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS]

[removed: ##### [Table of Contents](#toc)][added: TABLE OF CONTENTS]

[removed: MANAGEMENT’S] [added: MANAGEMENT’S] REPORT ON INTERNAL [removed: CONTROL][added: CONTROL]

[removed: OVER] [added: OVER] FINANCIAL [removed: REPORTING][added: REPORTING]

We conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, [removed: 2017] [added: 2018] based on the Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

Based on our evaluation, management has concluded that our internal control over financial reporting was effective as of December 31, [removed: 2017.][added: 2018.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2017] [added: 2018] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein.

[removed: Report] [added: | [Report] of Independent Registered Public Accounting [removed: Firm][added: Firm](#s42E1C96779295A2EAAC98CD3EA76E621) | [65](#s42E1C96779295A2EAAC98CD3EA76E621) |]

To the [removed: Supervisory] Board of Directors and Stockholders of LyondellBasell Industries N.V.:

[removed: _Opinions] [added: Opinions] on the Financial Statements and Internal Control over Financial [removed: Reporting_][added: Reporting]

We have audited the accompanying consolidated balance sheets of LyondellBasell Industries N.V. and its subsidiaries [added: (the “Company”)] as of December 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] and the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, [removed: 2017,] [added: 2018,] including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company’s internal control over financial reporting as of December 31, [removed: 2017,] [added: 2018,] based on criteria established in [removed: _Internal] [added: Internal] Control—Integrated [removed: Framework_] [added: Framework] (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] and the results of [removed: their] [added: its] operations and [removed: their] [added: its] cash flows for each of the three years in the period ended December 31, [removed: 2017] [added: 2018] in conformity with accounting principles generally accepted in the United States of America.

[removed: Also] [added: Also,] in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2017,] [added: 2018,] based on criteria established in [removed: _Internal] [added: Internal] Control—Integrated Framework [removed: (2013)_] [added: (2013)] issued by the COSO.

[removed: _Basis] [added: Basis] for [removed: Opinions_][added: Opinions]

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) [removed: (“PCAOB”)] [added: (PCAOB)] and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

[removed: _Definition] [added: Definition] and Limitations of Internal Control over Financial [removed: Reporting_][added: Reporting]

[removed: LYONDELLBASELL] [added: LYONDELLBASELL] INDUSTRIES [removed: N.V.][added: N.V.]

[removed: CONSOLIDATED STATEMENTS OF INCOME][added: | [Consolidated Statements of Income](#s40DD5689AB1F33E86DDF8CD3EAA65728) | [67](#s40DD5689AB1F33E86DDF8CD3EAA65728) |]

| | [removed: | Year] [added: Year] Ended December [removed: 31,] [added: 31,] | | | | | | | | | | |

| [removed: Millions] [added: Millions] of dollars, except earnings per [removed: share |] [added: share] | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | |

| [removed: Sales] [added: Sales] and other operating [removed: revenues: |] [added: revenues:] | | | | | | | | | | | |

| Trade | [removed: |] $ | [removed: 33,705] [added: 38,126] | | | $ | [removed: 28,454] [added: 33,705] | | | $ | [removed: 31,930] [added: 28,454] | |

| Related parties | [removed: |] [added: 878] | [removed: 779] | | | [added: 779] | [removed: 729] | | | [added: 729] | [removed: 805] | |

| | [removed: |] [added: 39,004] | [removed: 34,484] | | | [added: 34,484] | [removed: 29,183] | | | [added: 29,183] | [removed: 32,735] | |

| [removed: Operating] [added: Operating] costs and [removed: expenses: |] [added: expenses:] | | | | | | | | | | | |

| Cost of sales | [removed: |] [added: 32,529] | [removed: 28,059] | | | [added: 28,059] | [removed: 23,191] | | | [added: 23,191] | [removed: 25,683] | |

| Selling, general and administrative expenses | [removed: |] [added: 1,129] | [removed: 859] | | | [added: 859] | [removed: 833] | | | [added: 833] | [removed: 828] | |

| Research and development expenses | [removed: |] [added: 115] | [removed: 106] | | | [added: 106] | [removed: 99] | | | [added: 99] | [removed: 102] | |

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We completed the acquisition of A.

Schulman Inc. (“A.

Schulman”) on August 21, 2018.

We are in the process of assessing the internal controls of A.

Schulman as part of the post-close integration process and have excluded A.

Schulman from our assessment of internal control over financial reporting as of December 31, 2018.

The total assets and revenues excluded from management’s assessment represent 5% and 2%, respectively, of the related consolidated financial statements as of and for the year ended December 31, 2018.

As described in Management’s Report on Internal Control Over Financial Reporting, management has excluded A.

Schulman Inc. (“A.

Schulman”) from its assessment of internal control over financial reporting as of December 31, 2018, because it was acquired by the Company in a purchase business combination during 2018.

We have also excluded A.

Schulman from our audit of internal control over financial reporting.

A.

Schulman is a wholly-owned subsidiary whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent 5% and 2%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2018.

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| Net income attributable to LyondellBasell Industries N.V. | 4,690 | | | | 4,879 | | | | 3,836 | | |

| Dividends on A. Schulman Special Stock | (2 | | ) | | — | | | | — | | |

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| Dividends on A. Schulman Special Stock | (2 | | ) | | — | | | | — | | |

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| Redeemable non-controlling interests | 116 | | | | — | | |

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| Acquisition of A. Schulman, net of cash acquired | (1,776 | | ) | | — | | | | — | | |

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##### [Table of Contents](#toc)

##### [Table of Contents](#toc)

February 22, 2018

##### [Table of Contents](#toc)

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[removed: Effectiveness] [added: Effectiveness] of Controls and [removed: Procedures][added: Procedures]

Based on such evaluation, our principal executive and financial officers have concluded that such disclosure controls and procedures were effective as of December 31, [removed: 2017,] [added: 2018,] the end of the period covered by this Annual Report on Form 10-K.

[removed: Management’s] [added: Management’s] Report on Internal Control over Financial [removed: Reporting][added: Reporting]

Management’s report on our internal control over financial reporting can be found in Item 8, [removed: _Financial] [added: Financial] Statements and Supplementary [removed: Data,_] [added: Data,] of this report.

[removed: Changes] [added: Changes] in Internal Control over Financial [removed: Reporting][added: Reporting]

There have been no changes in our internal control over financial reporting, as defined in Rule 13a-15(f) of the Act, in our fourth fiscal quarter of [removed: 2017] [added: 2018] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We completed the acquisition of A.

Schulman on August 21, 2018.

We are in the process of assessing the internal controls of A.

Schulman as part of the post-close integration process but have excluded A.

Schulman from our assessment of internal control over financial reporting as of December 31, 2018.

The total assets and revenues excluded from management’s assessment represent 5% and 2%, respectively, of the related consolidated financial statements as of and for the year ended December 31, 2018.

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[removed: PART III][added: PART III]

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##### [Table of Contents](#toc)

Any waivers of the codes must be approved, in advance, by our [removed: Supervisory Board.][added: Board of Directors.]

All other information required by this Item will be included in our Proxy Statement relating to our [removed: 2018] [added: 2019] Annual General Meeting of Shareholders and is incorporated herein by reference.*