LyondellBasell Industries (LYB) 10-K risk factor changes: FY2020 vs FY2019

New capacity additions [removed: in Asia,] [added: around] the [removed: Middle East and North America] [added: world] may lead to periods of oversupply and lower profitability.

Our policy of covering these risks through contractual limitations of liability and indemnities and through insurance may not always be [added: effective.]

[removed: [Table] [added: [Table] of [removed: Contents](#sB30D33416D3356B690FEBC2129009FA9)][added: Contents](#i7723250b619848a8986037473e3e87e6_7)]

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

Additionally, there is growing concern over the reliability of water sources, including around the [removed: Texas] [added: U.S.] Gulf Coast where several of our facilities are located.

We obtain a portion of our principal raw materials from sources in the Middle East and Central and South America that may be less politically stable than other areas in which we conduct [removed: business, such as the U.S. or Europe.][added: business.]

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

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

[removed: Continuing competition from these companies, especially in our olefin and refining businesses, could limit our ability to increase product sales prices in] response to raw material and other cost increases, or could cause us to reduce product sales prices to compete effectively, which would reduce our profitability.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Delays in making required changes or upgrades to our facilities could subject us to fines or penalties as well [added: as affect our ability to contract with our customers and supply certain products we produce.]

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

[removed: | • |] [added: -] disruptions in transportation of components or construction materials; [removed: |]

[removed: | • |] [added: -] adverse weather conditions, natural disasters or other events (such as equipment malfunctions, explosions, fires or spills) affecting our facilities, or those of vendors or suppliers; [removed: |]

[removed: | • |] [added: -] shortages of sufficiently skilled labor, or labor disagreements resulting in unplanned work stoppages; and [removed: |]

[removed: | • |] [added: -] nonperformance by, or disputes with, vendors, suppliers, contractors or subcontractors. [removed: |]

Increased IT [removed: security] [added: and cybersecurity] threats and more sophisticated and targeted computer crime could pose a risk to our systems, networks, [added: data,] products, facilities and services.

Increased global information [removed: security] [added: cybersecurity] threats and more sophisticated, targeted computer crime pose a risk to the confidentiality, availability and integrity of our data, operations and infrastructure.

These risks include fluctuations in currency exchange rates, economic instability and disruptions, restrictions on the transfer of funds and the imposition of trade restrictions or duties and tariffs, and [removed: increasingly] complex regulations concerning privacy and data security.

Additionally, we operate with the objective of having our worldwide cash available in the locations where it is needed, including the United Kingdom for our parent company’s significant cash obligations as a result of dividend [removed: and interest] payments.

[added: Additionally, there may be substantial capital and other] costs to comply with regulations and/or increased security costs or insurance premiums, any of which could reduce our operating results.

Taxes are primarily paid on the earnings generated in various [removed: jurisdictions,] [added: jurisdictions where our subsidiaries operate,] including the U.S., The Netherlands, Germany, France and Italy.

There continues to be increased attention to the tax practices of multinational companies, including [removed: certain provisions of H.R.1, also known as] the [removed: U.S. Tax Cuts and Jobs Act (the “Tax Act”), the] European Union’s state aid investigations, proposals by the Organization for Economic Cooperation and Development with respect to base erosion and profit shifting, and European Union tax directives and their implementation.

Risks Related to our Business and Industry

[Table of Contents](#i7723250b619848a8986037473e3e87e6_7)

needs.

Risks Related to our Operations

[Table of Contents](#i7723250b619848a8986037473e3e87e6_7)

[Table of Contents](#i7723250b619848a8986037473e3e87e6_7)

For example, higher costs arising from the delayed construction of our world-scale PO/TBA plant in Houston, due to COVID-19, more extensive civil construction, and unexpected tariffs on materials are expected to add approximately 40 to 50% to our original cost estimate for the project, impacting our projected rate of return on the project.

- unplanned increases in the cost of construction materials or labor;

For example, in the third quarter of 2020, our Refining segment recognized a non-cash impairment charge of $582 million related to our Houston refinery driven by the expectation of a prolonged reduction in travel and associated transportation fuels consumption resulting from the pandemic which created an oversupply in global fuel markets that will pressure refining profitability for an extended period of time.

[Table of Contents](#i7723250b619848a8986037473e3e87e6_7)

In addition, we have significant obligations under take-or-pay agreements.

Risks related to the Global Economy and Multinational Operations

Continuing competition from these companies, especially in our olefin and refining businesses, could limit our ability to increase product sales prices in

[Table of Contents](#i7723250b619848a8986037473e3e87e6_7)

[Table of Contents](#i7723250b619848a8986037473e3e87e6_7)

financial condition, or results of operations, although new or proposed changes to tax laws could affect our tax liabilities in the future.

Risks Related to Health, Safety, and the Environment

[Table of Contents](#i7723250b619848a8986037473e3e87e6_7)

In February 2021, the U.S. recommitted to the Agreement after having withdrawn in August 2017.

In December 2020, European Union leadership agreed to cut GHG emissions by at least 55 percent by 2030, a step toward achieving the European Union’s goal of carbon neutrality by 2050.

Our operations in Europe participate in the European Union Emissions Trading System (“ETS”) and we purchase annual emission allowances to meet our obligations.

Additionally, demand for the products we produce may be reduced.

[Table of Contents](#i7723250b619848a8986037473e3e87e6_7)

The physical impacts of climate change can negatively impact our facilities and operations.

Potential physical impacts of climate change include increased frequency and severity of hurricanes and floods as well as drought conditions, and global sea level rise.

Although we have preparedness plans in place designed to minimize impacts and enhance safety, should an event occur, it could have the potential to disrupt our supply chain and operations.

A number of our facilities are located on the Gulf Coast, which has been impacted by hurricanes that have required us to temporarily shut down operations at those sites.

In addition, our sites rely on rivers for transportation that may experience restrictions in times of drought or other unseasonal weather variation.

There is a growing concern with the accumulation of plastic, including microplastics, and other packaging waste in the environment.

Policy measures to address this concern are being discussed or implemented by governments at all levels.

In 2019, the international treaty governing transboundary shipments of waste, the Basel Convention, was amended to clarify its applicability to plastic waste.

The European Commission has been undertaking a series of actions under its Strategy for Plastics in a Circular Economy, including adoption of the Single Use Plastics Directive in 2019, which introduced policy measures for single use plastics including bans, product design requirements, extended producer responsibility obligations, and labeling requirements.

Member states are required to transpose these measures into national law by July 2021.

General Risk Factors

The novel coronavirus (COVID-19) pandemic could continue to materially adversely affect our financial condition and results of operations.

In early 2020, the COVID-19 pandemic spread to countries worldwide and resulted in governments and other authorities implementing numerous measures to try to contain the disease, such as travel bans and restrictions, social distancing, quarantines, shelter-in-place orders and business shutdowns, among others.

These measures caused significant economic disruption and adversely impacted the global economy, leading to reduced consumer spending and volatility in the global financial and commodities markets.

Many of our facilities and employees are located in areas impacted by the virus.

As a result of these measures and the general economic disruption, we experienced a decline in our financial results primarily in the second and third quarters of 2020, particularly in our Advanced Polymer Solutions and Refining segments.

A return to more ordinary course of economic activity is dependent on the duration and severity of the COVID-19 pandemic, including the severity and transmission rate of the virus, the extent and effectiveness of containment efforts, including the spread of virus variants, the availability of vaccines, and future policy decisions made by governments across the globe as they react to evolving local and global conditions.

A sizable number of expansions have recently started up in North America.

effective.

| | |

| --- | --- |

as affect our ability to contract with our customers and supply certain products we produce.

Additionally, there may be substantial capital and other

We closely monitor tax law changes and the potential impact to our results of operations.

default or bankruptcy of joint venture partners.

modification and in some circumstances, revocation.

Furthermore, the European Union is considering accelerating its own commitments and achieve carbon neutrality by 2050.

Within the framework of the EU emissions trading scheme (“ETS”), we were allocated certain allowances of carbon dioxide for the affected plants of our European sites for the period from 2008 to 2012 (“ETS II period”).

The ETS II period did not bring additional cost to us as the allowance allocation was sufficient to cover the actual emissions of the affected plants.

We were able to build an allowance surplus during the ETS II period which was banked to the scheme for the period from 2013 to 2020 (“ETS III period”).

We have incurred additional costs for the ETS III period, despite the allowance surplus accrued over the ETS II period, as allowance allocations were reduced for the ETS III period and more of our plants are affected by the scheme.

Compliance with these or other changes in laws, regulations and obligations that create a GHG emissions trading scheme or GHG reduction policies generally could significantly increase our costs or reduce demand for products we produce.

In addition, climate changes, such as drought conditions or increased frequency and severity of hurricanes and floods, could have an adverse effect on our assets and operations.

In 2018, the European Union adopted a strategy for plastics in a circular economy that aims to increase significantly the recycling of plastic and target the plastic products most often found on beaches and in seas.

In addition, local and other governments have increasingly proposed or implemented bans on plastic items such as disposable bags and straws, as well as other food packaging.

designed to identify the intrinsic properties of chemical substances, assess hazards and risks of the substances, and identify and implement the risk management measures to protect humans and the environment.

The discussion summarizing the significant factors affecting the results of operations and financial condition for the year ended December 31, [removed: 2017,] [added: 2018,] can be found in Part II, “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, [removed: 2018,] [added: 2019,] which was filed with the Securities and Exchange Commission on February [removed: 21, 2019] [added: 20, 2020] , of which Item 7 is incorporated herein by reference.

Significant items that affected results in [removed: 2019] [added: 2020] relative to [removed: 2018] [added: 2019] include:

[removed: | • | Lower] [added: -] Olefins and Polyolefins—Americas (“O&P—Americas”) [added: and Olefins and Polyolefins—Europe, Asia, International (“O&P—EAI”)] segment results [added: declined primarily] due to [removed: a decline in polyethylene margins while olefins margins improved; |][added: lower olefin and polyolefins margins;]

[removed: | • |] [added: -] Intermediates and Derivatives (“I&D”) segment results declined due to margin [removed: and volume] decreases primarily driven by [added: our] intermediate [removed: chemicals; |][added: chemicals and oxyfuels and related products businesses; and]

[removed: [Table] [added: [Table] of [removed: Contents](#sB30D33416D3356B690FEBC2129009FA9)][added: Contents](#i7723250b619848a8986037473e3e87e6_7)]

Other noteworthy items [removed: in 2019] include the following:

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

| Millions of dollars | | [added: | | | | 2020 | | | | | |] 2019 | | | | [removed: 2018] | | | [added: | |]

| Sales and other operating revenues | | [added: | | | |] $ | [removed: 34,727] [added: 27,753] | | | [added: | |] $ | [removed: 39,004] [added: 34,727] | | [added: | | | | | |]

| Cost of sales | | [added: | | | | 24,359 | | | | | |] 29,301 | | | | [removed: 32,529] | | | [added: | |]

| Selling, general and administrative expenses | | [added: | | | | 1,140 | | | | | |] 1,199 | | | | [removed: 1,129] | | | [added: | |]

| Research and development expenses | | [added: | | | | 113 | | | | | |] 111 | | | | [removed: 115] | | | [added: | |]

| Operating income | | [added: | | | | 1,559 | | | | | |] 4,116 | | | | [removed: 5,231] | | | [added: | |]

| Interest expense | | [removed: (347] | | [removed: )] | | [removed: (360] [added: (526)] | | [removed: )] | [added: | | | (347) | | | | | | | | |]

| Interest income | | [added: | | | | 12 | | | | | |] 19 | | | | [removed: 45] | | | [added: | |]

| Other income, net | | [added: | | | | 85 | | | | | |] 39 | | | | [removed: 106] | | | [added: | |]

| Income from equity investments | | [added: | | | | 256 | | | | | |] 225 | | | | [removed: 289] | | | [added: | |]

| [removed: Provision] [added: (Benefit from) provision] for income taxes | | [added: | | | | (43) | | | | | |] 648 | | | | [removed: 613] | | | [added: | |]

| Income from continuing operations | | [added: | | | | 1,429 | | | | | |] 3,404 | | | | [removed: 4,698] | | | [added: | |]

| Loss from discontinued operations, net of tax | | [removed: (7] | | [removed: )] | | [removed: (8] [added: (2)] | | [removed: )] | [added: | | | (7) | | | | | | | | |]

| Net income | | [added: | | | |] $ | [removed: 3,397] [added: 1,427] | | | [added: | |] $ | [removed: 4,690] [added: 3,397] | | [added: | | | | | |]

Revenues—Revenues decreased [removed: $4,277] [added: by $4] million, or [removed: 11%,] [added: 1%,] in [removed: 2019] [added: 2020] compared to [removed: 2018.][added: 2019.]

Average sales prices [added: in 2020] were lower for most of our products as sales prices generally correlate with crude oil prices, which decreased relative to [removed: 2018.][added: 2019.]

These lower prices led to a [removed: revenue] [added: 19%] decrease [removed: of 10%] in [removed: 2019.][added: revenue in 2020.]

Lower sales volumes resulted in a revenue decrease of 2% relative to [removed: 2018.][added: 2019.]

This decrease [removed: in cost of sales is] primarily [removed: due] [added: related] to lower feedstock and energy costs.

Costs for crude oil, heavy liquid feedstocks and natural gas liquids (“NGLs”) and other feedstocks were lower in [removed: 2019] [added: 2020] relative to [removed: 2018.][added: 2019.]

Feedstock and energy related costs generally represent approximately [removed: 75%] [added: 70%] to 80% of cost of sales, other variable costs account for approximately 10% of cost of sales on an annual basis and fixed operating costs, consisting primarily of expenses associated with employee compensation, depreciation and amortization, and maintenance, range from approximately 10% to [removed: 15%] [added: 20%] in each annual period.

Operating Income—Operating income decreased [removed: $1,115] [added: by $2,557] million [added: or 62%] in [removed: 2019] [added: 2020] compared to [removed: 2018.][added: 2019.]

[added: In 2020,] Operating income [removed: for] [added: declined across all of] our [removed: O&P—Americas, I&D, Refining, APS and O&P—EAI] segments [removed: declined] by [removed: $474] [added: $784] million, [removed: $467] [added: $748] million, [removed: $212] [added: $607] million, [removed: $39] [added: $261 million, $87] million and [removed: $9 million,] [added: $64 million for our Refining, I&D, O&P—Americas, O&P—EAI, Technology and APS segments,] respectively, [removed: relative] [added: as compared] to [removed: 2018.][added: 2019.]

Income Taxes—Our effective income tax rates of [removed: 16.0%] [added: -3.1%] in [removed: 2019] [added: 2020] and [removed: 11.5%] [added: 16.0%] in [removed: 2018] [added: 2019] resulted in [added: a] tax [removed: provisions] [added: benefit] of [removed: $648] [added: $43] million and [removed: $613] [added: a tax provision of $648] million, respectively.

Our effective income tax rate fluctuates based on, among other factors, changes in pre-tax income in countries with varying statutory tax rates, [removed: the U.S. domestic production activity deduction that applied to periods prior to 2018,] changes in valuation allowances, changes in foreign exchange gains/losses, the amount of exempt [removed: income and] [added: income,] changes in unrecognized tax benefits associated with uncertain tax [removed: positions.][added: positions and changes in tax laws.]

We continue to maintain valuation allowances in various jurisdictions totaling [removed: $85] [added: $132] million as of [removed: 2019,] [added: 2020,] which could impact our effective income tax rate in the future.

The 2019 effective income tax rate of [removed: 16.0%,] [added: 16%,] which was lower than the U.S. statutory tax rate of 21%, was favorably impacted by exempt income (-4.5%), a tax benefit related to a patent box ruling (-1.6%), a loss on the liquidation of an entity (-1.3%), and changes in unrecognized tax benefits associated with uncertain tax positions (-1.0%).

The [removed: 2018] [added: 2020] effective income tax rate of [removed: 11.5%,] [added: -3.1%,] which [removed: was] [added: is] lower than the U.S. statutory tax rate of 21%, was favorably impacted by [added: tax law] changes [added: including the CARES Act (-21.5%) coupled with exempt income (-10.4%), partially offset by changes] in unrecognized tax benefits associated with uncertain tax positions [removed: (-6.0%) and exempt income (-5.6%).][added: (7.0%).]

[removed: We] [added: Comprehensive Income—We] had comprehensive income of [removed: $2,976] [added: $1,268] million in [removed: 2019] [added: 2020] and [removed: $4,682] [added: $2,976] million in [removed: 2018.][added: 2019.]

Comprehensive income decreased by [removed: $1,706] [added: $1,708] million in [removed: 2019] [added: 2020] compared to [removed: 2018,] [added: 2019,] primarily due to lower net [removed: income, net unfavorable changes in defined pension and other postretirement benefits,] [added: income] and net unfavorable impacts of financial derivative instruments primarily driven by periodic changes in benchmark interest rates.

These decreases were partially offset by net [removed: less unfavorable] [added: favorable] impacts of unrealized changes in foreign currency translation [removed: adjustments.][added: adjustments and improved changes in defined pension and other postretirement benefits.]

Relative to the U.S. dollar, the value of the euro [removed: decreased] [added: increased] during [removed: 2019] [added: 2020] resulting in net [removed: losses] [added: gains] as reflected in the Consolidated Statements of Comprehensive Income.

During 2020, we demonstrated financial and operational resilience against the challenging backdrop of a global pandemic, the associated recession, volatile oil prices and significant capacity additions in our industry.

Early in 2020, as the virus became more widespread, our leadership team established three principles to guide our actions in the short term.

These were to (i) protect our employees, both from the virus in the workplace and also from widespread layoffs; (ii) prioritize cash flow and keep our commitments to our shareholders; and (iii) take action to strengthen the company for the future.

Our manufacturing operations have been designated as an essential industry to support society’s needs during the pandemic in the majority of the regions in which we operate.

Our performance was supported by consumer-driven demand for many of our products and the recovery in demand for durable goods during the second half of the year.

Our Refining and Oxyfuels & Related Products businesses suffered from the unprecedented decline in demand for transportation fuels that began during March 2020 due to the pandemic.

During the year, we advanced our growth agenda through the formation of joint ventures in China and on the U.S. Gulf Coast.

Our strengths in operational excellence, cost management and capital discipline served us well as we quickly adapted to dynamic conditions by minimizing working capital and bolstering liquidity by rapidly accessing capital markets and efficiently generating cash.

We honored commitments to maintain an investment grade credit rating and continued to fund dividends and capital investments with cash from operations.

- Refining segment results declined due to lower refining margins and a $582 million non-cash impairment charge which was recognized during the third quarter of 2020.

- Launched production at our U.S. Gulf Coast high-density polyethylene plant using LyondellBasell's next-generation *Hyperzone* technology during the first quarter of 2020;

- In April 2020, issued $2,000 million of Guaranteed Notes to bolster liquidity.

Net proceeds from the sale of the notes totaled $1,974 million;

- In April 2020, repaid $500 million outstanding under our Senior Revolving Credit Facility and $500 million outstanding under our U.S. Receivables Facility, which were borrowed in March 2020;

- In August 2020, invested $472 million in our new 50 percent owned joint venture polyolefin complex in China with Liaoning Bora Enterprise Group using our polyolefin technologies;

- In October 2020, issued $3,900 million of Guaranteed Notes to be used to repay certain outstanding borrowings and fund a portion of the Louisiana Integrated PolyEthylene JV LLC (“Louisiana Joint Venture”) purchase.

Net proceeds from the sale of the notes totaled $3,848 million;

- In the fourth quarter of 2020, repaid $500 million outstanding under our Term Loan due 2022 and all amounts outstanding on our Senior Notes due 2021 and Guaranteed Notes due 2022;

- In December 2020, invested $2 billion to purchase a 50 percent interest in the newly formed Louisiana Joint Venture with Sasol Chemicals (USA) LLC;

- In January 2021, signed an agreement to form a 50 percent owned joint venture with the China Petroleum & Chemical Corporation (“Sinopec”) which will construct a new PO and SM unit in China; and

- In January 2021, repaid an additional $500 million outstanding under our Term Loan due 2022.

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

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Impairment of long-lived assets | | | | | | 582 | | | | | | — | | | | | | | | |

| Income from continuing operations before income taxes | | | | | | 1,386 | | | | | | 4,052 | | | | | | | | |

[Table of Contents](#i7723250b619848a8986037473e3e87e6_7)

Revenues—Revenues decreased $6,974 million, or 20%, in 2020 compared to 2019.

Favorable foreign exchange impacts resulted in a revenue increase of 1% during 2020.

Cost of Sales—Cost of sales decreased $4,942 million, or 17%, in 2020 compared to 2019.

Impairment of Long-Lived Assets—In the third quarter of 2020, our Refining segment recognized a non-cash impairment charge of $582 million related to our Houston refinery driven by the expectation of a prolonged reduction of travel and associated transportation fuels consumption resulting from the pandemic which created an oversupply in global fuel markets that will pressure refining profitability for an extended period of time.

SG&A Expense—Selling, general and administrative (“SG&A”) expense decreased $59 million, or 5% in 2020 compared to 2019 primarily due to lower integration costs related to the acquisition of A.

Schulman.

Integration activities related to our acquisition of A.

Schulman were substantially completed by the third quarter of 2020.

Operating income includes the effect of the non-cash long-lived asset impairment charge in our Refining segment as noted above.

Interest Expense—Interest expense increased $179 million or 52% in 2020 compared to 2019 primarily due to an increase in long-term debt and the recognition of $69 million in charges related to the redemption of certain long-term notes in 2020.

On March 27, 2020, the U.S. enacted the Coronavirus Aid, Relief, and Economic Security Act, also known as the “CARES Act,” which contains numerous income tax provisions and other stimulus measures.

In 2020 we recorded an overall tax benefit in relation to the CARES Act of approximately $300 million which reflects the impact of our expected 2020 U.S. tax losses which we intend to carryback to tax years with a higher tax rate and a cash refund of approximately $900 million.

[Table of Contents](#i7723250b619848a8986037473e3e87e6_7)

[Table of Contents](#i7723250b619848a8986037473e3e87e6_7)

During 2019 LyondellBasell continued to exhibit strong cash generation and remained committed to our disciplined capital allocation strategy.

Over each of the past six years, we have consistently delivered $5 billion to $6 billion in cash from operating activities.

We affirmed our commitment to a strong and progressive dividend during 2019 by increasing our quarterly dividend for the eleventh time and returning a total of $5.2 billion in dividends and share repurchases to shareholders.

Our businesses benefited from abundant and low-cost natural gas liquid feedstocks throughout the year, and we demonstrated our capability to derive value from mergers and acquisitions through the integration of the A.

Schulman acquisition.

During the fourth quarter, margins within most of our businesses were impacted by slow industrial demand and typical seasonality.

Refining margins improved on a higher Maya 2-1-1 crack spread and relatively strong prices for naphtha and coke.

Our Technology segment achieved record licensing revenues, contributing to the most profitable year in the Company’s history for the segment.

In 2019, we developed opportunities to expand into new markets by leveraging our technologies to strengthen our position in Asia.

In June, we announced new polypropylene capacity through our Thailand joint venture, HMC Polymers.

In September, we signed a joint venture Memorandum of Understanding (“MoU”) with Liaoning Bora Enterprise Group to build an integrated cracker and polyolefins project expanding our footprint in the rapidly growing Chinese market.

Recently, we announced our intention to expand our existing partnership with Sinopec to build a second propylene oxide and styrene monomer plant in China utilizing our advantaged technology.

| | |

| --- | --- |

| • | Olefins and Polyolefins—Europe, Asia, International (“O&P—EAI”) segment results decreased due to unfavorable foreign exchange impacts and lower income from equity investments; |

| • | Higher Advanced Polymer Solutions (“APS”) segment results primarily due to the contribution of results from A. Schulman product lines; |

| • | Lower Refining segment results due to a decline in margins; and |

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

| • | Redeemed $1,000 million of our 5% senior notes due 2019; |

| • | Executed a three-year, $4,000 million senior unsecured delayed draw term loan credit facility, of which $1,950 million was outstanding as of December 31, 2019; |

| • | Issued €1,000 million of long-term guaranteed notes used to refinance $1,000 million of long-term debt and repay a portion of our outstanding short-term debt; |

| • | Issued $1,000 million of long-term guaranteed notes used to repay our indebtedness outstanding under our Term Loan due 2020; |

| • | Repurchased $3.8 billion of shares, primarily through the completion of a tender offer; |

| • | Increased quarterly dividend from $1.00 per share to $1.05 per share in the second quarter; |

| • | Commenced commissioning of our *Hyperzone* high density polyethylene plant; and |

| • | Continued construction of our new PO/TBA plant at our Channelview, Texas facility, which is on track to be completed in late 2021. |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

Unfavorable foreign exchange impacts in 2019 resulted in a revenue decrease of 2% relative to the prior period.

These decreases were partially offset by the acquired operations of A.

Schulman, which contributed an additional 3%, or $1,304 million, of revenues in 2019 compared to 2018.

Cost of Sales—Cost of sales decreased $3,228 million, or 10%, in 2019 compared to 2018.

In 2019, our O&P—Americas segment and APS segment recognized lower of cost or market (“LCM”) inventory valuation charges of $25 million and $8 million, respectively, primarily due to a decline in domestic polyethylene prices.

Cost of sales also includes $23 million related to A.

Schulman integration costs incurred during 2019.

Depreciation and amortization increased $71 million, or 6%, in 2019 compared to 2018.

This increase is primarily due to the addition of A.

Schulman assets acquired in August 2018.

In 2020, we estimate depreciation and amortization charges will increase approximately 15% due to the completion of various capital projects, including our *Hyperzone* project.

SG&A Expense—Selling, general and administrative (“SG&A”) expenses increased $70 million in 2019 compared to 2018.

See Note [removed: 15] [added: 13] 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.

The table below illustrates the impact on Other comprehensive loss of a 10% fluctuation in the foreign currency rate associated with each net investment hedge and the EURIBOR and LIBOR rates associated with [added: the cross-currency] basis swaps [removed: as of] [added: at] December [removed: 31, 2019 and 2018:][added: 31:]

| | [removed: 2019 and 2018] | | [added: | | | 2020 | | | | | | 2019 | | | | | |] 10% Variance [removed: on Foreign] [added: on Foreign] Currency Rate | | [added: | | | | 2020 | | | | | |] 2019 | | [removed: 2018] |

| Net Investment Hedges | [added: | | | | |] Notional Amount | | | [added: | | | | | | | | | | | |] Impact on [removed: Other Comprehensive] [added: Other Comprehensive] Loss | | | | [added: | | | | | | | |]

| [added: Cross Currency] Basis Swaps | [added: | | | | |] €617 million | | [added: | | | | €617 million | | | | | |] euro/U.S. dollar rate | | [removed: $70] [added: | | | | $77] million | | [removed: $69] [added: | | | | $70] million | [added: | |]

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

| Guaranteed Euro Notes [removed: Due] [added: due] 2022 | [added: | | | | | — | | | | | |] €750 million | | [added: | | | |] euro/U.S. dollar rate | | [added: | | | | — | | | | | |] $84 million | | [removed: $86 million] |

[removed: [Table] [added: [Table] of [removed: Contents](#sB30D33416D3356B690FEBC2129009FA9)][added: Contents](#i7723250b619848a8986037473e3e87e6_7)]

[added: These practices involve the centralization of our] exposure to underlying currencies that are not subject to central bank and/or country specific restrictions.

At December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] 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 [removed: had a resulting] [added: resulted in an] additional impact to earnings of approximately [removed: $2] [added: $4] million and [removed: $3] [added: $2] million, respectively.

To minimize the effects of our net currency exchange exposures, we enter into foreign [removed: currency spot and forward] [added: exchange] contracts [removed: and, in some cases,] [added: and] cross-currency swaps.

[removed: We entered into $2,300 million of] [added: At December 31, 2020,] non-cancellable cross-currency [removed: swaps, which we] [added: swaps with an aggregated notional of $2,005 million, were] designated as foreign currency cash flow [removed: hedges,] [added: hedges] to reduce the variability in the functional currency equivalent cash flows of certain foreign currency denominated intercompany notes.

[removed: At December 31, 2019, these] [added: These] foreign currency contracts have maturity dates ranging from 2021 to 2027 and their fair value was a net [removed: asset] [added: liability] of [removed: $205] [added: $259] million.

A 10% fluctuation compared to the U.S. dollar would have [removed: had a resulting] [added: resulted in an] additional impact to Other comprehensive loss of approximately [removed: $238] [added: $250] million and [removed: $243] [added: $238] million in [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] respectively.

Other income, net, in the Consolidated Statements of Income reflected net exchange rate foreign currency [added: losses of $7 million,] gains of $9 million and $24 million in [added: 2020,] 2019 and 2018, [removed: respectively, and foreign currency losses of $1 million in 2017.][added: respectively.]

At December 31, [removed: 2019,] [added: 2020,] these foreign currency contracts, which will mature between January [removed: 2020] [added: 2021] and [removed: September 2020,] [added: June 2021,] inclusively, had an aggregated notional amount of [removed: $780] [added: $225] million and the fair value was a net [removed: asset] [added: liability] of [removed: $4] [added: $1] million.

A 10% fluctuation compared to the U.S. dollar would have [removed: had a resulting] [added: resulted in an] additional impact to earnings of approximately [removed: $31] [added: $5] million and [removed: $96] [added: $31] million in [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] respectively.

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

At December 31, [removed: 2019,] [added: 2020,] the total notional amount of our interest rate contracts designated as cash flow hedges, which have maturity dates ranging from [removed: 2020] [added: 2023] to [removed: 2021,] [added: 2024,] was [removed: $1,500] [added: $1,000] million and the fair value was a net liability of [removed: $225] [added: $343] million.

We estimate that a 10% change in market interest rates as of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] would change the fair value of our forward-starting interest rate swaps outstanding and would have [removed: had a resulting] [added: resulted in an] impact on Other comprehensive loss of approximately [removed: $66] [added: $44] million and [removed: $71] [added: $66] million, respectively.

At December 31, [removed: 2019,] [added: 2020,] the total notional amount of [added: an] interest rate [removed: swaps] [added: swap] designated as [added: a] fair value [removed: hedges,] [added: hedge,] which [removed: have maturity dates ranging from 2021 to 2027,] [added: matures in 2026,] was [removed: $2,140] [added: $122] million and their fair value was a net asset of [removed: $41] [added: $2] million.

At December 31, [removed: 2019,] [added: 2020,] after giving consideration to the [removed: $2,140] [added: $122] million of fixed-rate debt that we have effectively converted to floating through these [removed: U.S. dollar] fixed-for-floating interest rate swaps, approximately [removed: 64%] [added: 83%] of our debt portfolio, on a gross basis, incurred interest at a fixed-rate and the remaining [removed: 36%] [added: 17%] of the portfolio incurred interest at a variable-rate.

We estimate that a 10% change in market interest rates as of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] would change the fair value of our interest rate swaps outstanding and would have [removed: had a resulting] [added: resulted in an] impact on our pre-tax income of approximately [removed: $15] [added: less than $1] million and [removed: $26] [added: $15] million, respectively.

*Variable-rate debt*—Our variable rate debt consists of our $2,500 million Senior Revolving Credit Facility, our $900 million U.S. Receivables [removed: Facility] [added: Facility, our Term Loan due 2022, our Guaranteed Floating Rate Notes due 2023] and our Commercial Paper Program.

At December 31, [removed: 2019,] [added: 2020,] there were no outstanding borrowings under our Senior Revolving Credit Facility [removed: nor] [added: and] our U.S. Receivables Facility.

Based on our average variable-rate debt outstanding per year, we estimate that a 10% change in [added: market] interest rates would have had [removed: a $1] [added: $3] million and [removed: $2] [added: $1] million impact on earnings in [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] respectively.

At December 31, 2020 and 2019, an instantaneous parallel shift up or down in the underlying commodity price of 10% and no corresponding change in the underlying implied volatilities of those prices, would have resulted in an additional impact to Other comprehensive loss of approximately $11 million and less than $1 million, respectively.

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

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Cross Currency Swaps | | | | | | €750 million | | | | | | — | | | | | | euro/U.S. dollar rate | | | | | | $101 million | | | | | | — | | |

| Forward Exchange Contracts | | | | | | €300 million | | | | | | — | | | | | | euro/U.S. dollar rate | | | | | | $37 million | | | | | | — | | |

[Table of Contents](#i7723250b619848a8986037473e3e87e6_7)

At December 31, 2020, our Term Loan due 2022, Guaranteed Floating Rate Notes due 2023 and Commercial Paper Program had carrying values of $1,448 million, $646 million and $500 million, respectively.

[Table of Contents](#i7723250b619848a8986037473e3e87e6_7)

We use Value at Risk (“VaR”), stress testing and scenario analysis for risk measurement and control purposes.

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

Utilizing a Monte Carlo simulation with a 95 percent confidence level over a three-day time horizon, the effect on our pre-tax income and cash flows for the years ended December 31, 2019 and 2018 would be immaterial.

| | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- |

These practices involve the centralization of our

Our Commercial Paper Program had outstanding borrowings of $262 million at December 31, 2019.

[removed: Item 103 of the SEC’s Regulation S-K requires] [added: U.S. Securities and Exchange Commission rules require] disclosure of certain environmental matters when a governmental authority is a party to the proceedings and the proceedings involve potential monetary sanctions that we reasonably believe could exceed [removed: $100,000.][added: $300,000.]

The [removed: EPA] [added: U.S. Environmental Protection Agency (EPA)] has been conducting an enforcement initiative regarding flare emissions at petrochemical plants.

In July 2014, we received a Clean Air Act section 114 information request regarding flares at four U.S. [removed: facilities.][added: facilities, and entered into discussions with EPA and the Department of Justice (DOJ).]

We reasonably believe [removed: that] resolution of this matter [removed: will involve] [added: could result in] payment of a [removed: monetary sanction] [added: penalty] in excess of [removed: $100,000.][added: $300,000.]

Information regarding our litigation and other legal proceedings can be found in Note [removed: 19] [added: 17] to the Consolidated Financial Statements.

The matters below are disclosed solely pursuant to that requirement and we do not believe that any of these proceeding will have a material impact on the company’s Consolidated Financial Statements.

In December 2020, we reached a settlement agreement with EPA and DOJ to resolve claims related to alleged improper operation and maintenance of flares at the four facilities.

The Company has agreed to pay a penalty of $4,100,000, and make investments in equipment at the facilities.

The complaint and consent decree are expected to be filed in the U.S. District Court for the Southern District of Texas.

In February 2020, the State of Texas filed suit against Houston Refining, LP, a subsidiary of LyondellBasell, in Travis County District Court seeking civil penalties and injunctive relief for violations of the Texas Clean Air Act related to several emission events.

In July 2020, Harris County, Texas petitioned to intervene in the lawsuit and the State added additional claims to its petition relating to self-reported deviations of Houston Refining's air operating permit.

The matters below are disclosed solely pursuant to that requirement.

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

The Notice generally alleges failures to monitor steam usage and improper flare operations.

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

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

In September 2019, the Illinois Environmental Protection Agency referred three emission events that occurred at our Tuscoal facility in August and September 2018 to the Illinois Attorney General's Office (“IAG”) for enforcement.

In October 2019, IAG made a $225,000 civil penalty demand.

The parties are currently engaged in settlement discussions.

In November 2019, the Channelview facility received a Proposed Agreed Order from the Texas Commission on Environmental Quality alleging violations of leak detection and repair requirements, and assessing an administrative penalty in the amount of $279,336.

We are currently engaged in discussions with the commission to resolve this matter.

[removed: [Table] [added: [Table] of [removed: Contents](#sB30D33416D3356B690FEBC2129009FA9)][added: Contents](#i7723250b619848a8986037473e3e87e6_7)]

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

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

For the fiscal year [removed: ended] [added: ended] December 31, [removed: 2019][added: 2020]

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

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

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

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

| | [added: | |] 1221 McKinney St., | | | [added: | | | | | |] 4th Floor, One Vine Street | | | | | | | [added: | | | | | | | | | | | | | |]

| | [added: | |] Suite 300 | | | [added: | | | | | |] London | | | | [added: | | | | | | | |] Delftseplein 27E | | | [added: | | | | | |]

| | [added: | |] Houston, | [added: | |] Texas | | [added: | | | |] W1J0AH | | | | [added: | | | | | | | |] 3013AA | [added: | |] Rotterdam | | [added: | | | |]

| | [added: | |] USA | [added: | |] 77010 | | [added: | | | |] United Kingdom | | | | [added: | | | | | | | |] Netherlands | | | [added: | | | | | |]

| | [added: | |] (713) | [added: | |] 309-7200 | | [added: | | | |] +44 (0) | [added: | |] 207 | [added: | |] 220 2600 | | [added: | | | |] +31 (0) | [added: | |] 10 | [added: | |] 2755 500 | | [added: | | | |]

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

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

| [added: Large accelerated filer | | | ☑ | | | Accelerated filer | | | ☐ | | |] Non-accelerated filer | [added: | |] ☐ | [added: | |] Smaller reporting company | [added: | |] ☐ | [added: | | Emerging growth company | | | ☐ | | |]

The aggregate market value of common stock held by non-affiliates of the registrant on June [removed: 28, 2019,] [added: 30, 2020,] the last business day of the registrant’s most recently completed second fiscal quarter, based on the closing price on that date of [removed: $86.13,] [added: $65.72,] was [removed: $25.3] [added: $16.8] billion.

The registrant had [removed: 333,554,886] [added: 334,132,558] shares outstanding at February [removed: 18, 2020] [added: 23, 2021] (excluding [removed: 6,490,742] [added: 5,913,070] treasury shares).

Portions of the [removed: Notice of the 2020 Annual Meeting of Shareholders and 2020] [added: 2021] Proxy Statement, in connection with the Company’s [removed: 2020] [added: 2021] Annual Meeting of Shareholders (in Part III), as indicated herein.

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

| [Cautionary statement for the purposes of the “safe harbor” provisions of the Private Securities Litigation Reform Act of [removed: 1995](#sD1139256ADF259EA8187CC5D51FB987E)] [added: 1995](#i7723250b619848a8986037473e3e87e6_10)] | | | [removed: [2](#sD1139256ADF259EA8187CC5D51FB987E)] | [added: | | | | | [2](#i7723250b619848a8986037473e3e87e6_10) | | |]

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

| [removed: [Item 1.] [added: [Item](#i7723250b619848a8986037473e3e87e6_16)[s](#i7723250b619848a8986037473e3e87e6_16) [1.] and [removed: 2.](#s87194C0B6E92592BBC74B26691313420)] [added: 2.](#i7723250b619848a8986037473e3e87e6_16)] | | [added: | | | |] [Business and [removed: Properties](#s87194C0B6E92592BBC74B26691313420)] [added: Properties](#i7723250b619848a8986037473e3e87e6_16)] | [removed: [4](#s87194C0B6E92592BBC74B26691313420)] | [added: | [4](#i7723250b619848a8986037473e3e87e6_16) | | |]

| [Item [removed: 1A.](#s8E3E99F8A22A5B6CA15356C5BA992D5C)] [added: 1A.](#i7723250b619848a8986037473e3e87e6_67)] | | [added: | | | |] [Risk [removed: Factors](#s8E3E99F8A22A5B6CA15356C5BA992D5C)] [added: Factors](#i7723250b619848a8986037473e3e87e6_67)] | [removed: [20](#s8E3E99F8A22A5B6CA15356C5BA992D5C)] | [added: | [21](#i7723250b619848a8986037473e3e87e6_67) | | |]

| [Item [removed: 1B.](#sD125A8FD82A059C9A74E4406D1D2F25C)] [added: 1B.](#i7723250b619848a8986037473e3e87e6_70)] | | [added: | | | |] [Unresolved Staff [removed: Comments](#sD125A8FD82A059C9A74E4406D1D2F25C)] [added: Comments](#i7723250b619848a8986037473e3e87e6_70)] | [removed: [30](#sD125A8FD82A059C9A74E4406D1D2F25C)] | [added: | [32](#i7723250b619848a8986037473e3e87e6_70) | | |]

| [Item [removed: 3.](#s535204F21D6D5686AB9406283729E116)] [added: 3.](#i7723250b619848a8986037473e3e87e6_73)] | | [added: | | | |] [Legal [removed: Proceedings](#s535204F21D6D5686AB9406283729E116)] [added: Proceedings](#i7723250b619848a8986037473e3e87e6_73)] | [removed: [30](#s535204F21D6D5686AB9406283729E116)] | [added: | [32](#i7723250b619848a8986037473e3e87e6_73) | | |]

| [Item [removed: 4.](#sB48183B2A36059BBA166427871475BCA)] [added: 4.](#i7723250b619848a8986037473e3e87e6_76)] | | [added: | | | |] [Mine Safety [removed: Disclosures](#sB48183B2A36059BBA166427871475BCA)] [added: Disclosures](#i7723250b619848a8986037473e3e87e6_76)] | [removed: [30](#sB48183B2A36059BBA166427871475BCA)] | [added: | [32](#i7723250b619848a8986037473e3e87e6_76) | | |]

| PART II | | | | [added: | | | | | | | |]

| [Item [removed: 5.](#s3788AB79A72851CC8C53E90E59F59C33)] [added: 5.](#i7723250b619848a8986037473e3e87e6_82)] | | [added: | | | |] [Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity [removed: Securities](#s3788AB79A72851CC8C53E90E59F59C33)] [added: Securities](#i7723250b619848a8986037473e3e87e6_82)] | [removed: [31](#s3788AB79A72851CC8C53E90E59F59C33)] | [added: | [33](#i7723250b619848a8986037473e3e87e6_82) | | |]

| [Item [removed: 6.](#s24A72B98E75E5F89B5A570DB24FA64E7)] [added: 6.](#i7723250b619848a8986037473e3e87e6_85)] | | [added: | | | |] [Selected Financial [removed: Data](#s24A72B98E75E5F89B5A570DB24FA64E7)] [added: Data](#i7723250b619848a8986037473e3e87e6_85)] | [removed: [33](#s24A72B98E75E5F89B5A570DB24FA64E7)] | [added: | [35](#i7723250b619848a8986037473e3e87e6_85) | | |]

| [Item [removed: 7.](#s49B62A3752BF5F0FA2B8BCF6F9D0981B)] [added: 7.](#i7723250b619848a8986037473e3e87e6_88)] | | [added: | | | |] [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#s49B62A3752BF5F0FA2B8BCF6F9D0981B)] [added: Operations](#i7723250b619848a8986037473e3e87e6_88)] | [removed: [35](#s49B62A3752BF5F0FA2B8BCF6F9D0981B)] | [added: | [37](#i7723250b619848a8986037473e3e87e6_88) | | |]

| [Item [removed: 7A.](#s476C1C2327D159B8A3DF199133D3CC4E)] [added: 7A.](#i7723250b619848a8986037473e3e87e6_142)] | | [added: | | | |] [Quantitative and Qualitative Disclosures About Market [removed: Risk](#s476C1C2327D159B8A3DF199133D3CC4E)] [added: Risk](#i7723250b619848a8986037473e3e87e6_142)] | [removed: [57](#s476C1C2327D159B8A3DF199133D3CC4E)] | [added: | [58](#i7723250b619848a8986037473e3e87e6_142) | | |]

| [Item [removed: 8.](#sA9A38BE609A85F8BA7BB22977D0946A8)] [added: 8.](#i7723250b619848a8986037473e3e87e6_145)] | | [added: | | | |] [Financial Statements and Supplementary [removed: Data](#sA9A38BE609A85F8BA7BB22977D0946A8)] [added: Data](#i7723250b619848a8986037473e3e87e6_145)] | [removed: [60](#sA9A38BE609A85F8BA7BB22977D0946A8)] | [added: | [61](#i7723250b619848a8986037473e3e87e6_145) | | |]

| [Item [removed: 9.](#s390E83ECB42352E797349FB2FA98784B)] [added: 9.](#i7723250b619848a8986037473e3e87e6_286)] | | [added: | | | |] [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#s390E83ECB42352E797349FB2FA98784B)] [added: Disclosure](#i7723250b619848a8986037473e3e87e6_286)] | [removed: [140](#s390E83ECB42352E797349FB2FA98784B)] | [added: | [142](#i7723250b619848a8986037473e3e87e6_286) | | |]

| [Item [removed: 9A.](#s4108390E865751488B34D5CFF918255A)] [added: 9A.](#i7723250b619848a8986037473e3e87e6_289)] | | [added: | | | |] [Controls and [removed: Procedures](#s4108390E865751488B34D5CFF918255A)] [added: Procedures](#i7723250b619848a8986037473e3e87e6_289)] | [removed: [140](#s4108390E865751488B34D5CFF918255A)] | [added: | [142](#i7723250b619848a8986037473e3e87e6_289) | | |]

| [Item [removed: 9B.](#s7B041F216AD45FC49DC8EEA1F0A66174)] [added: 9B.](#i7723250b619848a8986037473e3e87e6_292)] | | [added: | | | |] [Other [removed: Information](#s7B041F216AD45FC49DC8EEA1F0A66174)] [added: Information](#i7723250b619848a8986037473e3e87e6_292)] | [removed: [140](#s7B041F216AD45FC49DC8EEA1F0A66174)] | [added: | [142](#i7723250b619848a8986037473e3e87e6_292) | | |]

| PART III | | | | [added: | | | | | | | |]

| [Item [removed: 10.](#sD32F04242300583087D67A455C3A7ADB)] [added: 10.](#i7723250b619848a8986037473e3e87e6_298)] | | [added: | | | |] [Directors, Executive Officers and Corporate [removed: Governance](#sD32F04242300583087D67A455C3A7ADB)] [added: Governance](#i7723250b619848a8986037473e3e87e6_298)] | [removed: [141](#sD32F04242300583087D67A455C3A7ADB)] | [added: | [143](#i7723250b619848a8986037473e3e87e6_298) | | |]

| [Item [removed: 11.](#sBF25A94A97DF5FF2AA9B63C16378EC3F)] [added: 11.](#i7723250b619848a8986037473e3e87e6_301)] | | [added: | | | |] [Executive [removed: Compensation](#sBF25A94A97DF5FF2AA9B63C16378EC3F)] [added: Compensation](#i7723250b619848a8986037473e3e87e6_301)] | [removed: [141](#sBF25A94A97DF5FF2AA9B63C16378EC3F)] | [added: | [143](#i7723250b619848a8986037473e3e87e6_301) | | |]

| [Item [removed: 12.](#sC31D3A2286B65A88847FCB93FECEBB58)] [added: 12.](#i7723250b619848a8986037473e3e87e6_304)] | | [added: | | | |] [Security Ownership of Certain Beneficial Owners and Management and Related Shareholder [removed: Matters](#sC31D3A2286B65A88847FCB93FECEBB58)] [added: Matters](#i7723250b619848a8986037473e3e87e6_304)] | [removed: [141](#sC31D3A2286B65A88847FCB93FECEBB58)] | [added: | [143](#i7723250b619848a8986037473e3e87e6_304) | | |]

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

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

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

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

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

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

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

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

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

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

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

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

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

[Table of Contents](#i7723250b619848a8986037473e3e87e6_7)

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

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

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

| [Signatures](#i7723250b619848a8986037473e3e87e6_322) | | | | | | | | | [151](#i7723250b619848a8986037473e3e87e6_322) | | |

[Table of Contents](#i7723250b619848a8986037473e3e87e6_7)

- uncertainties related to the extent and duration of the pandemic-related decline in demand, or other impacts due to the pandemic in geographic regions or markets served by us, or where our operations are located, including the risk of prolonged recession;

[Table of Contents](#i7723250b619848a8986037473e3e87e6_7)

[Table of Contents](#i7723250b619848a8986037473e3e87e6_7)

- *Olefins and Polyolefins—Americas* (“O&P—Americas”).

- *Olefins and Polyolefins—Europe, Asia, International* (“O&P—EAI”).

- *Intermediates and Derivatives* (“I&D”).

- *Advanced Polymer Solutions* (“APS”).

- *Refining*.

Information about the locations where we produce our primary products can be

[Table of Contents](#i7723250b619848a8986037473e3e87e6_7)

[Table of Contents](#i7723250b619848a8986037473e3e87e6_7)

In December 2020, we formed a 50/50 joint venture in Louisiana, which provides us with capacity of approximately 770 thousand tons of ethylene and 445 thousand tons of low density and linear-low density PE production per year.

We operate the joint venture assets and market all the production on behalf of the joint venture.

[Table of Contents](#i7723250b619848a8986037473e3e87e6_7)

- the second largest producer of ethylene in North America, with ethylene capacity of 6.2 million tons per year, including our share of our Louisiana-based joint venture capacity;

| | |

| --- | --- |

| | | |

| --- | --- | --- |

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

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | |

| --- | --- | --- | --- | --- |

| | | | |

| --- | --- | --- | --- |

| Large accelerated filer | ☑ | Accelerated filer | ☐ |

| | | Emerging growth company | ☐ |

| [Signatures](#s4CF4D042300E5B41ACC500C4AE239601) | | | [148](#s4CF4D042300E5B41ACC500C4AE239601) |

We also purchase large quantities of natural gas liquids and crude oil derivatives which we use as feedstocks.

While increased supply has reduced the North American feedstock advantage, improved product supply and demand fundamentals in several businesses, notably global polyolefins products, have partially offset the decline.

In addition, we expect additional capacity from our *Hyperzone* polyethylene plant in 2020.

We realize profits or losses from these ventures as income or loss on the equity basis of accounting.

For our Saudi Arabian joint venture facilities, locally sourced and cost advantaged NGLs, including ethane, propane and butane are used.

acquired pursuant to long-term contracts with third party suppliers or via spot purchases.

Some of our joint ventures receive propylene and ethylene from their local shareholders under long-term contracts.

| • | the largest producer of PP in Europe with 2.7 million tons per year of capacity, including our share of our joint ventures in Poland and The Netherlands, approximately 265 thousand tons of *Catalloy* capacity reported within our Advanced Polymer Solutions segment. |

(“VAM”).

from third parties.

We own globally registered and unregistered trademarks including marks for “LyondellBasell,” “Lyondell,” “Basell,” “Equistar” and “A.

Employee Relations

Of this total, 8,900 were located in North America and another 8,200 were located in Europe.

In addition to our own employees, we use the services of contractors in the routine conduct of our businesses.

| Daniel Coombs, 63 | | Executive Vice President, Global Manufacturing, Projects and Refining since October 2018. Executive Vice President, Global Manufacturing, Projects, Refining and Technology from February 2017 to October 2018. Executive Vice President, Global Olefins and Polyolefins and Technology from January 2016 to February 2017. Executive Vice President, Intermediates and Derivatives from May 2015 to January 2016. Senior Vice President of Manufacturing for Chevron Phillips Chemical, a global chemical company, from December 2013 to May 2015. |

[removed: [Table] [added: [Table] of [removed: Contents](#sB30D33416D3356B690FEBC2129009FA9)][added: Contents](#i7723250b619848a8986037473e3e87e6_7)]

| | |

| --- | --- |

| Item 5. | Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities. |

Market and Dividend Information

Our shares were listed on the New York Stock Exchange (“NYSE”) on October 14, 2010 under the symbol “LYB.”

The payment of dividends or distributions in the future will be subject to the requirements of Dutch law and the discretion of our Board of Directors.

The declaration of any future cash dividends and, if declared, the amount of any such dividends, will depend upon general business conditions, our financial condition, our earnings and cash flow, our capital requirements, financial covenants and other contractual restrictions on the payment of dividends or distributions.

There can be no assurance that any dividends or distributions will be declared or paid in the future.

Holders

As of February 18, 2020, there were approximately 5,300 record holders of our shares, including Cede & Co. as nominee of the Depository Trust Company.

United Kingdom Tax Considerations

As a result of its United Kingdom tax residency, dividend distributions by LyondellBasell Industries N.V. to its shareholders are not subject to withholding tax, as the United Kingdom currently does not levy a withholding tax on dividend distributions.

Performance Graph

The performance graph and the information contained in this section is not “soliciting material,” is being furnished, not filed, with the SEC and is not to be incorporated by reference into any of our filings under the Securities Act or the Exchange Act whether made before or after the date hereof and irrespective of any general incorporation language contained in such filing.

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, 2014.

The graph assumes that $100 was invested on December 31, 2014 and any dividends paid were reinvested at the date of payment.

The graph is presented pursuant to SEC rules and is not meant to be an indication of our future performance.


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

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | 12/31/2014 | | 12/31/2015 | | 12/31/2016 | | 12/31/2017 | | 12/31/2018 | | 12/31/2019 |

| LyondellBasell Industries N.V. | $100.00 | | $113.15 | | $116.44 | | $155.70 | | $121.92 | | $145.58 |

| S&P 500 Index | $100.00 | | $101.38 | | $113.51 | | $138.29 | | $132.23 | | $173.86 |

| S&P 500 Chemicals Index | $100.00 | | $95.82 | | $105.56 | | $133.70 | | $118.18 | | $144.20 |

Issuer Purchases of Equity Securities

On May 31, 2019, we announced a share repurchase authorization of up to 37,032,594 of our ordinary shares, which was fully utilized during the third quarter.

On September 12, 2019, we announced a share repurchase authorization of up to 33,336,067 of our ordinary shares through March 12, 2021, which superseded any prior repurchase authorizations and represents the maximum number of shares that may be purchased as of December 31, 2019.

The maximum number of shares that may yet be purchased is not necessarily an indication of the number of shares that will ultimately be purchased.

Market and Dividend Information

Our shares were listed on the New York Stock Exchange (“NYSE”) on October 14, 2010 under the symbol “LYB.”

The payment of dividends or distributions in the future will be subject to the requirements of Dutch law and the discretion of our Board of Directors.

The declaration of any future cash dividends and, if declared, the amount of any such dividends, will depend upon general business conditions, our financial condition, our earnings and cash flow, our capital requirements, financial covenants and other contractual restrictions on the payment of dividends or distributions.

There can be no assurance that any dividends or distributions will be declared or paid in the future.

Holders

As of February 23, 2021, there were approximately 5,400 record holders of our shares, including Cede & Co. as nominee of the Depository Trust Company.

United Kingdom Tax Considerations

As a result of its United Kingdom tax residency, dividend distributions by LyondellBasell Industries N.V. to its shareholders are not subject to withholding tax, as the United Kingdom currently does not levy a withholding tax on dividend distributions.

[Table of Contents](#i7723250b619848a8986037473e3e87e6_7)

Performance Graph

The performance graph and the information contained in this section is not “soliciting material,” is being furnished, not filed, with the SEC and is not to be incorporated by reference into any of our filings under the Securities Act or the Exchange Act whether made before or after the date hereof and irrespective of any general incorporation language contained in such filing.

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, 2015.

The graph assumes that $100 was invested on December 31, 2015 and any dividends paid were reinvested at the date of payment.

The graph is presented pursuant to SEC rules and is not meant to be an indication of our future performance.


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

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | 12/31/2015 | | | | | | 12/31/2016 | | | | | | 12/31/2017 | | | | | | 12/31/2018 | | | | | | 12/31/2019 | | | | | | 12/31/2020 | | |

| LyondellBasell Industries N.V. | | | $100.00 | | | | | | $102.90 | | | | | | $137.61 | | | | | | $107.75 | | | | | | $128.67 | | | | | | $132.07 | | |

| S&P 500 Index | | | $100.00 | | | | | | $111.96 | | | | | | $136.40 | | | | | | $130.42 | | | | | | $171.49 | | | | | | $203.04 | | |

| S&P 500 Chemicals Index | | | $100.00 | | | | | | $110.16 | | | | | | $139.53 | | | | | | $123.34 | | | | | | $150.49 | | | | | | $177.64 | | |

Issuer Purchases of Equity Securities

On May 29, 2020, we announced a share repurchase authorization of up to 34,004,563 of our ordinary shares through November 29, 2021, which superseded any prior repurchase authorizations and represents the maximum number of shares that may be purchased as of December 31, 2020.

The maximum number of shares that may yet be purchased is not necessarily an indication of the number of shares that will ultimately be purchased.

[Table of Contents](#i7723250b619848a8986037473e3e87e6_7)

This data should be read in conjunction with the Consolidated Financial Statements and related notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations,”] [added: Operations”] below, which includes a discussion of factors that will enhance an understanding of this data.

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

| In millions of dollars, except per share data | [added: | | 2020 | | | | | |] 2019 | | | | [added: | |] 2018 | | | | [added: | |] 2017 | | | | [added: | |] 2016 | | | | [removed: 2015] | | | [added: | |]

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

| Sales and other operating revenues | [added: | |] $ | [added: 27,753 | | | | | $ |] 34,727 | | | [added: | |] $ | 39,004 | | | [added: | |] $ | 34,484 | | | [added: | |] $ | 29,183 | | | [removed: $] | [removed: 32,735] | | [added: | |]

| Operating income(a) | [added: | | 1,559 | | | | | |] 4,116 | | | | [added: | |] 5,231 | | | | [added: | |] 5,460 | | | | [added: | |] 5,060 | | | | [removed: 6,122] | | | [added: | |]

| Interest expense(b) | [removed: (347] | | [removed: )] [added: (526)] | | [removed: (360] | | [removed: )] | | [removed: (491] [added: (347)] | | [removed: )] | | [removed: (322] | | [removed: )] [added: (360)] | | [removed: (310] | | [removed: )] | [added: | (491) | | | | | | (322) | | | | | | | | |]

| Income from equity investments | [added: | | 256 | | | | | |] 225 | | | | [added: | |] 289 | | | | [added: | |] 321 | | | | [added: | |] 367 | | | | [removed: 339] | | | [added: | |]

| Income from continuing operations(a)(b)(c) | [added: | | 1,429 | | | | | |] 3,404 | | | | [added: | |] 4,698 | | | | [added: | |] 4,895 | | | | [added: | |] 3,847 | | | | [removed: 4,479] | | | [added: | |]

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

| Basic | [added: | | 4.25 | | | | | |] 9.61 | | | | [added: | |] 12.06 | | | | [added: | |] 12.28 | | | | [added: | |] 9.17 | | | | [removed: 9.63] | | | [added: | |]

| Diluted | [added: | | 4.25 | | | | | |] 9.60 | | | | [added: | |] 12.03 | | | | [added: | |] 12.28 | | | | [added: | |] 9.15 | | | | [removed: 9.60] | | | [added: | |]

| Loss from discontinued operations, net of tax | [removed: (7] | | [removed: )] [added: (2)] | | [removed: (8] | | [removed: )] | | [removed: (18] [added: (7)] | | [removed: )] | | [removed: (10] | | [removed: )] [added: (8)] | | [removed: (5] | | [removed: )] | [added: | (18) | | | | | | (10) | | | | | | | | |]

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

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

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

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

| Total assets | [added: | |] $ | [added: 35,403 | | | | | $ |] 30,435 | | | [added: | |] $ | 28,278 | | | [added: | |] $ | 26,206 | | | [added: | |] $ | 23,442 | | | [removed: $] | [removed: 22,757] | | [added: | |]

| Short-term debt | [added: | | 663 | | | | | |] 445 | | | | [added: | |] 885 | | | | [added: | |] 68 | | | | [added: | |] 594 | | | | [removed: 353] | | | [added: | |]

| Long-term debt(d) | [added: | | 15,294 | | | | | |] 11,617 | | | | [added: | |] 8,502 | | | | [added: | |] 8,551 | | | | [added: | |] 8,387 | | | | [removed: 7,675] | | | [added: | |]

| Cash and cash equivalents | [added: | | 1,763 | | | | | |] 858 | | | | [added: | |] 332 | | | | [added: | |] 1,523 | | | | [added: | |] 875 | | | | [removed: 924] | | | [added: | |]

| Short-term investments | [added: | | 702 | | | | | |] 196 | | | | [added: | |] 892 | | | | [added: | |] 1,307 | | | | [added: | |] 1,147 | | | | [removed: 1,064] | | | [added: | |]

| Accounts receivable | [added: | | 3,441 | | | | | |] 3,102 | | | | [added: | |] 3,503 | | | | [added: | |] 3,539 | | | | [added: | |] 2,842 | | | | [removed: 2,517] | | | [added: | |]

| Inventories | [added: | | 4,344 | | | | | |] 4,588 | | | | [added: | |] 4,515 | | | | [added: | |] 4,217 | | | | [added: | |] 3,809 | | | | [removed: 4,051] | | | [added: | |]

| Working capital(e) | [added: | | 4,837 | | | | | |] 4,762 | | | | [added: | |] 4,931 | | | | [added: | |] 4,861 | | | | [added: | |] 4,122 | | | | [removed: 4,386] | | | [added: | |]

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

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

| Operating activities | [added: | |] $ | [added: 3,404 | | | | | $ |] 4,961 | | | [added: | |] $ | 5,471 | | | [added: | |] $ | 5,206 | | | [added: | |] $ | 5,606 | | | [removed: $] | [removed: 5,842] | | [added: | |]

| Investing activities | [removed: (1,635] | | [removed: )] [added: (4,906)] | | [removed: (3,559] | | [removed: )] | | [removed: (1,756] [added: (1,635)] | | [removed: )] | | [removed: (2,301] | | [removed: )] [added: (3,559)] | | [removed: (1,046] | | [removed: )] | [added: | (1,756) | | | | | | (2,301) | | | | | | | | |]

| Expenditures for property, plant and equipment | [removed: (2,694] | | [removed: )] [added: (1,947)] | | [removed: (2,105] | | [removed: )] | | [removed: (1,547] [added: (2,694)] | | [removed: )] | | [removed: (2,243] | | [removed: )] [added: (2,105)] | | [removed: (1,440] | | [removed: )] | [added: | (1,547) | | | | | | (2,243) | | | | | | | | |]

| Financing activities | [removed: (2,835] | | [removed: )] [added: 2,271] | | [removed: (3,008] | | [removed: )] | | [removed: (2,859] [added: (2,835)] | | [removed: )] | | [removed: (3,349] | | [removed: )] [added: (3,008)] | | [removed: (4,850] | | [removed: )] | [added: | (2,859) | | | | | | (3,349) | | | | | | | | |]

| Dividends - common stock declared per share | [added: | |] $ | [added: 4.20 | | | | | $ |] 4.15 | | | [added: | |] $ | 4.00 | | | [added: | |] $ | 3.55 | | | [added: | |] $ | 3.33 | | | [removed: $] | [removed: 3.04] | | [added: | |]

[removed: | (a) | Operating] [added: (a)Operating] income and Income from continuing operations in [removed: 2019] [added: 2020] include pre-tax charges of [removed: $116] [added: $37] million [removed: ($89] [added: ($27] million, after tax) for integration costs associated with our acquisition of A. [removed: Schulman and a pretax, non-cash charge of $33 million ($25 million, after tax), related to lower of cost or market (“LCM”) inventory valuation. |]

[removed: [Table] [added: [Table] of [removed: Contents](#sB30D33416D3356B690FEBC2129009FA9)][added: Contents](#i7723250b619848a8986037473e3e87e6_7)]

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

[removed: | (c) | Income] [added: (c)Income] from continuing operations in 2019 and 2018 includes a non-cash tax benefit of $113 million and $358 million, respectively, from the previously unrecognized tax benefits and the release of associated accrued interest. [removed: Also included in 2019 is a gain of $5 million on the sale of a joint venture interest in Asia in the fourth quarter of 2019. In 2018, we recognized a $34 million after tax gain on the sale of our carbon black subsidiary in France. |]

[removed: | (d) | Includes] [added: (d)Includes] Long-term debt and Current maturities of long-term debt. [removed: |]

[removed: | (e) | We] [added: (e)We] define working capital as the sum of Accounts receivable and Inventories less Accounts payable. [removed: |]

In August 2018, we acquired all of the outstanding common stock of A.

Schulman, Inc. (“A.

Schulman”).

As such, amounts below incorporate the businesses acquired from A.

Schulman beginning August 2018.

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

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

Schulman and a pre-tax non-cash charge of $582 million ( $446 million, after tax), related to impairment of long-lived assets at our Houston refinery.

Integration activities related to our acquisition of A.

Schulman were substantially completed by the third quarter of 2020.

In 2019, we had pre-tax charges of $116 million ($89 million, after tax) for integration costs associated with our acquisition of A.

Schulman.

(b)Interest expense and Income from continuing operations in 2020 include pre-tax charges of $69 million ($53 million, after tax) related to the redemption of $1,000 million aggregate principal amount of our then outstanding 6% senior notes due 2021 and €750 million aggregate principal amount of our then outstanding 1.875% guaranteed notes due 2022.

Also included in 2018 is a $34 million after tax gain on the sale of our carbon black subsidiary in France.

[Table of Contents](#i7723250b619848a8986037473e3e87e6_7)

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

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | |

| --- | --- |

In 2017, we had a pre-tax, non-cash gain of $21 million ($14 million, after tax) related to the elimination of an obligation associated with a lease.

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

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

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

| [Management’s Report on Internal Control Over Financial [removed: Reporting](#s7A92279B683D5CDDAECED7BD3C022F03)] [added: Reporting](#i7723250b619848a8986037473e3e87e6_148)] | [removed: [61](#s7A92279B683D5CDDAECED7BD3C022F03)] | [added: | [62](#i7723250b619848a8986037473e3e87e6_148) | | |]

| [Report of Independent Registered Public Accounting [removed: Firm](#s1C69A5942D16563C9019D6588EC98A91)] [added: Firm](#i7723250b619848a8986037473e3e87e6_151)] | [removed: [62](#s1C69A5942D16563C9019D6588EC98A91)] | [added: | [63](#i7723250b619848a8986037473e3e87e6_151) | | |]

| Consolidated Financial Statements: | | [added: | | | |]

| [Consolidated Statements of [removed: Income](#s6377E262A5E65B45BFF503775840E005)] [added: Income](#i7723250b619848a8986037473e3e87e6_154)] | [removed: [65](#s6377E262A5E65B45BFF503775840E005)] | [added: | [66](#i7723250b619848a8986037473e3e87e6_154) | | |]

| [Consolidated Statements of Comprehensive [removed: Income](#s1D50A08AAF005747A76DB363D06F0FCE)] [added: Income](#i7723250b619848a8986037473e3e87e6_157)] | [removed: [66](#s1D50A08AAF005747A76DB363D06F0FCE)] | [added: | [67](#i7723250b619848a8986037473e3e87e6_157) | | |]

| [Consolidated Balance [removed: Sheets](#sAE67A9A4261053E0AC2DADE0D99C526B)] [added: Sheets](#i7723250b619848a8986037473e3e87e6_160)] | [removed: [67](#sAE67A9A4261053E0AC2DADE0D99C526B)] | [added: | [68](#i7723250b619848a8986037473e3e87e6_160) | | |]

| [Consolidated Statements of Cash [removed: Flows](#s979598D008655A72B215F6896F1AACF0)] [added: Flows](#i7723250b619848a8986037473e3e87e6_166)] | [removed: [69](#s979598D008655A72B215F6896F1AACF0)] | [added: | [70](#i7723250b619848a8986037473e3e87e6_166) | | |]

| [Consolidated Statements of Shareholders’ [removed: Equity](#s48F361E1A2195370A1194F325DE52C13)] [added: Equity](#i7723250b619848a8986037473e3e87e6_169)] | [removed: [71](#s48F361E1A2195370A1194F325DE52C13)] | [added: | [72](#i7723250b619848a8986037473e3e87e6_169) | | |]

[removed: | [Notes to the Consolidated Financial Statements](#s234DC1C6843255C09E25D9B7A480C8BB) | [72](#s234DC1C6843255C09E25D9B7A480C8BB) |][added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)]

[removed: [Table] [added: [Table] of [removed: Contents](#sB30D33416D3356B690FEBC2129009FA9)][added: Contents](#i7723250b619848a8986037473e3e87e6_7)]

We conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, [removed: 2019] [added: 2020] 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: 2019.][added: 2020.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2019] [added: 2020] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein.

To the Board of Directors and Shareholders of LyondellBasell Industries [removed: N.V.:][added: N.V.]

We have audited the accompanying consolidated balance sheets of LyondellBasell Industries N.V. and its subsidiaries (the “Company”) as of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] and the related consolidated statements of income, of comprehensive income, of [removed: shareholders’] [added: shareholders'] equity and of cash flows for each of the three years in the period ended December 31, [removed: 2019,] [added: 2020,] 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: 2019,] [added: 2020,] based on criteria established in *Internal Control - Integrated 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: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2019] [added: 2020] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] based on criteria established in [removed: *Internal] [added: I*nternal] Control - Integrated Framework* (2013) issued by the COSO.

The critical audit [removed: matter] [added: matters] communicated below [removed: is a matter] [added: are matters] arising from the current period audit of the consolidated financial statements that [removed: was] [added: were] communicated or required to be communicated to the audit committee and that (i) [removed: relates] [added: relate] to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matter] [added: matters] below, providing [removed: a] separate [removed: opinion] [added: opinions] on the critical audit [removed: matter] [added: matters] or on the accounts or disclosures to which [removed: it relates.][added: they relate.]

As described in Notes 2, [removed: 11, 12,] [added: 9, 10,] and [removed: 18] [added: 16] to the consolidated financial statements, as of December 31, [removed: 2019,] [added: 2020,] the Company has recorded [added: an] income [removed: taxes from continuing operations] [added: tax provision benefit] of [removed: $648] [added: $43] million, income tax receivables of [removed: $175] [added: $890] million, income tax payables of [removed: $66] [added: $67] million, and net deferred tax liabilities of [removed: $1,977] [added: $2,293] million related to which they have reported [removed: $238] [added: $339] million of unrecognized tax benefits.

The principal considerations for our determination that performing procedures relating to the provision for unrecognized tax benefits is a critical audit matter are [removed: there was] [added: the] significant judgment by management when determining provisions for [added: unrecognized] tax [removed: uncertainties,] [added: benefits,] including a high degree of estimation uncertainty relative to the complexity of tax laws, frequency of tax audits, and potential for adjustments as a result of such tax audits.

This in turn led to a high degree of auditor judgment, subjectivity and effort in performing procedures to evaluate the timely identification of [removed: provisions for] tax uncertainties.

Also, the audit effort involved the use of professionals with specialized skill and [removed: knowledge to assist in performing these procedures and evaluating the audit evidence obtained.][added: knowledge.]

[added: management’s assessment of the technical merits of tax positions and estimates of the amount of tax benefit] expected to be sustained, testing the completeness of management’s assessment of both the identification and possible outcomes of uncertain tax positions, and evaluating the status and results of tax audits with the relevant tax authorities.

[removed: (In millions] [added: | Millions] of dollars, except earnings per [removed: share)][added: share | | | 2020 | | | | | | 2019 | | | | | | 2018 | | |]

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

| | [added: | | 2020 | | | | | | | | | | | |] 2019 | | | | [added: | | | | | | | |] 2018 | | | | [removed: 2017] | | | [added: | |]

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

| Trade | [added: | |] $ | [removed: 33,908] [added: 26,995] | | | [added: | |] $ | [removed: 38,126] [added: 33,908] | | | [added: | |] $ | [removed: 33,705] [added: 38,126] | |

| Related parties | [removed: 819] | | [added: 758] | | [removed: 878] | | | | [removed: 779] [added: 819] | | | [added: | | | 878 | | |]

| | [removed: 34,727] | | [added: 27,753] | | [removed: 39,004] | | | | [removed: 34,484] [added: 34,727] | | | [added: | | | 39,004 | | |]

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

| Cost of sales | [removed: 29,301] | | [added: 24,359] | | [removed: 32,529] | | | | [removed: 28,059] [added: 29,301] | | | [added: | | | 32,529 | | |]

| Selling, general and administrative expenses | [removed: 1,199] | | [added: 1,140] | | [removed: 1,129] | | | | [removed: 859] [added: 1,199] | | | [added: | | | 1,129 | | |]

| Research and development expenses | [removed: 111] | | [added: 113] | | [removed: 115] | | | | [removed: 106] [added: 111] | | | [added: | | | 115 | | |]

| | [removed: 30,611] | | [added: 26,194] | | [removed: 33,773] | | | | [removed: 29,024] [added: 30,611] | | | [added: | | | 33,773 | | |]

| Operating income | [removed: 4,116] | | [added: 1,559] | | [removed: 5,231] | | | | [removed: 5,460] [added: 4,116] | | | [added: | | | 5,231 | | |]

| [Notes to the Consolidated Financial Statements](#i7723250b619848a8986037473e3e87e6_175) | | | [73](#i7723250b619848a8986037473e3e87e6_175) | | |

[Table of Contents](#i7723250b619848a8986037473e3e87e6_7)

[Table of Contents](#i7723250b619848a8986037473e3e87e6_7)

These procedures also included, among others, testing

[Table of Contents](#i7723250b619848a8986037473e3e87e6_7)

*Impairment of Long-Lived Assets – Houston refinery*

As described in Notes 2 and 7 to the consolidated financial statements, the Company’s property, plant and equipment, net balance was $14,386 million as of December 31, 2020, and the impairment charge relating to the Houston refinery’s asset group was $582 million.

As disclosed by management, management identifies the need to test for impairment based on several indicators, including a significant reduction in prices of or demand for products produced, a weakened outlook for profitability, a significant reduction in margins, other changes to contracts or changes in the regulatory environment.

If the sum of the undiscounted estimated pre-tax cash flows for an asset group is less than the asset group’s carrying value, fair value is calculated for the asset group, and the carrying value is written down to the calculated fair value.

As disclosed in Note 7, in 2020 management concluded that due to prolonged reduction of travel and associated transportation fuels consumption resulting from the COVID-19 pandemic, a triggering event existed related to the Company’s Houston refinery’s asset group.

As a result, management assessed the Houston refinery for impairment and recognized a non-cash impairment charge of $582 million.

As disclosed by management, fair value is estimated using a discounted cash flow model.

Management applied significant judgment in estimating the expected future cash flows for the Houston refinery’s asset group including the use of significant assumptions with respect to the margins on refined products and operating rates.

The principal considerations for our determination that performing procedures relating to the impairment of the long-lived assets in the Houston refinery’s asset group is a critical audit matter are the significant judgment by management when developing the fair value measurement of the asset group, which led to a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to the margins on refined products and operating rates.

Also, the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to management’s long-lived asset impairment assessment, including controls over the valuation of the Houston refinery’s asset group.

These procedures also included, among others; (i) testing management’s process for developing the fair value estimate of the Houston refinery’s asset group, (ii) evaluating the appropriateness of the undiscounted and discounted cash flow models; (iii) testing the completeness and accuracy of underlying data used in the models; and (iv) evaluating the reasonableness of the significant assumptions used by management related to the margins on refined products and operating rates.

Evaluating management’s assumptions related to the margins on refined products and operating rates involved evaluating whether the assumptions used by management were reasonable considering the current and past performance of the Houston refinery, the outlook of analysts with respect to projected spreads on refined products, and whether the assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in the evaluation of the Company’s undiscounted and discounted cash flow models and the terminal growth rate and discount rate assumptions.

[Table of Contents](#i7723250b619848a8986037473e3e87e6_7)

| Impairment of long-lived assets | | | 582 | | | | | | — | | | | | | — | | |

| Discontinued operations | | | (0.01) | | | | | | (0.02) | | | | | | (0.02) | | |

[Table of Contents](#i7723250b619848a8986037473e3e87e6_7)

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

[Table of Contents](#i7723250b619848a8986037473e3e87e6_7)

| Other assets | | | 458 | | | | | | 461 | | |

[Table of Contents](#i7723250b619848a8986037473e3e87e6_7)

[Table of Contents](#i7723250b619848a8986037473e3e87e6_7)

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

| Impairment of long-lived assets | | | 582 | | | | | | — | | | | | | — | | |

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

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

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

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

| Acquisition of equity method investment | | | (2,440) | | | | | | — | | | | | | (17) | | |

[Table of Contents](#i7723250b619848a8986037473e3e87e6_7)

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

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Payments on forward starting interest rate swaps that include financing elements | | | (238) | | | | | | — | | | | | | — | | |

| | |

| --- | --- |

These procedures also included, among others, testing management’s assessment of the technical merits of tax positions and estimates of the amount of tax benefit

February 20, 2020

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

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Unrealized gains on equity securities and equity securities held by equity investees | — | | | | — | | | | 17 | | |

| | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- |

| Investments and long-term receivables: | | | | | | | |

| Other investments and long-term receivables | 22 | | | | 23 | | |

| Charges related to repayment of debt | — | | | | — | | | | 49 | | |

| Payments for repurchase agreements | — | | | | — | | | | (512 | | ) |

| Proceeds from maturities of held-to-maturity securities | — | | | | — | | | | 75 | | |

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

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance, December 31, 2016 | $ | 31 | | | $ | (14,945 | ) | | $ | 10,191 | | | $ | 12,282 | | | $ | (1,511 | ) | | $ | 6,048 | | | $ | 25 | |

| | | |

| --- | --- | --- |

| 3. | [Business Combination and Disposition](#s019D88C2EBCF5D7B8FAD4E121366B4AC) | [83](#s019D88C2EBCF5D7B8FAD4E121366B4AC) |

| 4. | [Revenues](#s21890AF5AA555316A6CFC630D8086024) | [83](#s21890AF5AA555316A6CFC630D8086024) |

| 7. | [Inventories](#s6A9052BD075053BC995A763CFECECDC2) | [85](#s6A9052BD075053BC995A763CFECECDC2) |

| 9. | [Investment in PO Joint Ventures](#sEA7C6ADED8D85873A62BF1DB979B970A) | [88](#sEA7C6ADED8D85873A62BF1DB979B970A) |

| 10. | [Equity Investments](#s116747E410B950FA878F56547CCDFAEB) | [89](#s116747E410B950FA878F56547CCDFAEB) |

| 13. | [Debt](#s9868068871BD53049F0AFA6D5E873B87) | [92](#s9868068871BD53049F0AFA6D5E873B87) |

| 14. | [Leases](#sF93CFBEA66335BA998EFADFCC4861913) | [98](#sF93CFBEA66335BA998EFADFCC4861913) |

| 19. | [Commitments and Contingencies](#s452F88F1560B55F1B53594F9CAE203DC) | [128](#s452F88F1560B55F1B53594F9CAE203DC) |

| 21. | [Per Share Data](#sFDDD8B1364A85942BA889E85CBA4A3F4) | [134](#sFDDD8B1364A85942BA889E85CBA4A3F4) |

| 22. | [Segment and Related Information](#sC99BDB0D15A05721AB781EDC1E442BCF) | [135](#sC99BDB0D15A05721AB781EDC1E442BCF) |

| 23. | [Unaudited Quarterly Results](#sEBF2DF36069C538C84BE9AA1A4289585) | [139](#sEBF2DF36069C538C84BE9AA1A4289585) |

1.

2.

Business Combination

Future legal costs associated with such matters, which generally are not estimable, are not included in these liabilities.

Lease payments include fixed and variable lease components.

*Cross-Currency Swaps*—The fair value of our cross-currency swaps is calculated using the present value of future cash flows discounted using observable inputs with the foreign currency leg revalued using published spot and future exchange rates on the valuation date.

Leases are classified as finance or operating, with classification affecting the timing and classification of expense recognition.

We used the modified retrospective method and recognized at January 1, 2019, Operating leased assets and Operating lease liabilities of $1,533 million and $1,553 million, respectively.

We also reduced Accrued liabilities and Other liabilities by $2 million and $18 million, respectively.

We elected the practical expedients permitted under the transition guidance that allowed us not to reassess our prior conclusions about lease identification, lease classification, initial direct costs and whether existing land easements that were not accounted for as leases under previous accounting standards are, or contain, a lease under the new standard.

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: 2019,] [added: 2020,] the end of the period covered by this Annual Report on Form 10-K.

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: 2019] [added: 2020] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

[removed: [Table] [added: [Table] of [removed: Contents](#sB30D33416D3356B690FEBC2129009FA9)][added: Contents](#i7723250b619848a8986037473e3e87e6_7)]

All other information required by this Item will be included in our Proxy Statement relating to our [removed: 2020] [added: 2021] Annual General Meeting of Shareholders and is incorporated herein by reference.*

All information required by this Item will be included in our Proxy Statement relating to our [removed: 2020] [added: 2021] Annual General Meeting of Shareholders and is incorporated herein by reference.*

| | |

| --- | --- |

| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. |

All information required by this Item will be included in our Proxy Statement relating to our 2021 Annual General Meeting of Shareholders and is incorporated herein by reference.*

All information required by this Item will be included in our Proxy Statement relating to our [removed: 2020] [added: 2021] Annual General Meeting of Shareholders and is incorporated herein by reference.*

All information required by this Item will be included in our Proxy Statement relating to our [removed: 2020] [added: 2021] Annual General Meeting of Shareholders and is incorporated herein by reference.*

| * | [added: | |] *Except for information or data specifically incorporated herein by reference under Items 10 through 14, other information and data appearing in our [removed: 2020] [added: 2021] Proxy Statement are not deemed to be a part of this Annual Report on Form 10-K or deemed to be filed with the Commission as a part of this report.* | [added: | |]

[removed: [Table] [added: [Table] of [removed: Contents](#sB30D33416D3356B690FEBC2129009FA9)][added: Contents](#i7723250b619848a8986037473e3e87e6_7)]

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| | |

| --- | --- |

| | [added: | |] Exhibit Number | | [added: | | | |] Description | [added: | |]

| | [added: | |] 3 | | [added: | | | |] [Articles of Association of LyondellBasell Industries N.V., as amended on June 1, 2018 (incorporated by reference to Exhibit 3.1 of our Current Report on Form 8-K filed with the SEC on June 5, 2018)](http://www.sec.gov/Archives/edgar/data/1489393/000119312518183600/d557069dex31.htm) | [added: | |]

| | [removed: 4.1*] | | [added: 4.1 | | | | | |] [Description of the Company’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of [removed: 1934](https://www.sec.gov/Archives/edgar/data/1489393/000148939320000009/a2019q4exhibit41.htm)] [added: 1934](http://www.sec.gov/Archives/edgar/data/1489393/000148939320000009/a2019q4exhibit41.htm) [](http://www.sec.gov/Archives/edgar/data/1489393/000148939320000009/a2019q4exhibit41.htm)[(incorporated by reference to Exhibit](http://www.sec.gov/Archives/edgar/data/1489393/000148939320000009/a2019q4exhibit41.htm) [4.](http://www.sec.gov/Archives/edgar/data/1489393/000148939320000009/a2019q4exhibit41.htm)[1](http://www.sec.gov/Archives/edgar/data/1489393/000148939320000009/a2019q4exhibit41.htm) [of our Annual Report on Form 10-K filed with the SEC on February 20, 2020)](http://www.sec.gov/Archives/edgar/data/1489393/000148939320000009/a2019q4exhibit41.htm)] | [added: | |]

| | [added: | |] 4.2 | | [added: | | | |] [Specimen certificate for Class A ordinary shares, par value €0.04 per share, of LyondellBasell Industries N.V. (incorporated by reference to Exhibit 4.1 to our Annual Report on Form 10-K filed with the SEC on February 16, 2016)](http://www.sec.gov/Archives/edgar/data/1489393/000119312516465311/d131519dex41.htm) | [added: | |]

| | [added: | |] 4.3 | | [added: | | | |] [Registration Rights Agreement by and among LyondellBasell Industries N.V. and the Holders (as defined therein), dated as of April 30, 2010 (incorporated by reference to Exhibit 4.7 to Amendment No. 2 to Form 10 filed with the SEC on July 26, [removed: 2010)](http://www.sec.gov/Archives/edgar/data/1489393/000119312510166134/d1012ba.htm)] [added: 2010)](http://www.sec.gov/Archives/edgar/data/1489393/000119312510166134/dex47.htm)] | [added: | |]

| | [added: | |] 4.4 | | [added: | | | |] [Second Amended and Restated Nomination Agreement, dated June 1, 2018, between AI International Chemicals S.à R.L. and LyondellBasell Industries N.V. (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed with the SEC on June 5, 2018)](http://www.sec.gov/Archives/edgar/data/1489393/000119312518183600/d557069dex101.htm) | [added: | |]

| | [added: | |] 4.5 | | [added: | | | |] [Indenture relating to [removed: 6.0%] [added: 5.750%] Senior Notes due [removed: 2021,] [added: 2024,] among [removed: the Company,] [added: LyondellBasell Industries N.V.,] as issuer, each of the Guarantors named therein, as guarantors, Wells Fargo [added: Bank,] National Association, as trustee, registrar and paying agent, dated as of [removed: November 14, 2011] [added: April 9, 2012] (including form of [removed: 6.0%] [added: 5.750%] Senior Note due [removed: 2021)] [added: 2024)] (incorporated by reference to Exhibit [removed: 4.1] [added: 4.3] to [added: our Current Report on] Form 8-K filed with the SEC on [removed: November 17, 2011)](http://www.sec.gov/Archives/edgar/data/1489393/000119312511315327/d258851dex41.htm)] [added: April 10, 2012)](http://www.sec.gov/Archives/edgar/data/1489393/000119312512156657/d331606dex43.htm)] | [added: | |]

| | [added: | |] 4.6 | | [added: | | | |] [First Supplemental Indenture, dated as of December 10, 2015, to Indenture dated as of [removed: November 14, 2011,] [added: April 9, 2012,] between the Company and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit [removed: 4.2] [added: 4.1] to our Current Report on Form 8-K filed with the SEC on December 14, [removed: 2015)](http://www.sec.gov/Archives/edgar/data/1489393/000119312515402582/d100929dex42.htm)] [added: 2015)](http://www.sec.gov/Archives/edgar/data/1489393/000119312515402582/d100929dex41.htm)] | [added: | |]