LyondellBasell Industries (LYB) 10-K risk factor changes: FY2021 vs FY2020

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Cost increases for raw [removed: materials] [added: materials, energy, or broad-based price inflation,] also may increase working capital needs, which could reduce our liquidity and cash flow.

Even if we [added: are able to] increase our sales prices to reflect [removed: rising raw material and energy costs,] [added: these increases,] demand for products may decrease as [added: consumers and] customers reduce their consumption or use substitute products, which may have an adverse impact on our results of operations.

Moreover, interest payments, [removed: dividends and] [added: dividends, capital requirements of our joint ventures,] the expansion of our current business or other business opportunities may require significant amounts of capital.

[removed: However, if] [added: If] we need external financing, our access to credit markets and pricing of our capital is dependent upon maintaining sufficient credit ratings from credit rating agencies and the state of the capital markets generally.

We may use our [removed: $2.5 billion] [added: $3,250 million] revolving credit facility, which backs our commercial paper program, to meet our cash needs, to the extent available.

As of December 31, [removed: 2020,] [added: 2021,] we had no borrowings or letters of credit outstanding under the facility and [removed: $500] [added: $204] million, net of discount, outstanding under our commercial paper program, leaving an unused and available credit capacity of [removed: $2,020] [added: $3,046] million.

As of December 31, [removed: 2020, subject to a borrowing base of eligible receivables,] [added: 2021,] we had availability of [removed: $757] [added: $900] million under this facility.

In the event of a default under our credit [removed: facility] [added: facilities] or any of our senior notes, we could be required to immediately repay all outstanding borrowings and make cash deposits as collateral for all obligations the facility supports, which we may not be able to do.

However, we are not fully insured against all potential hazards incident to our business, including losses resulting from natural [removed: disasters,] [added: disasters or climate-related exposures,] wars or terrorist acts.

- [added: cyber attack or other] terrorist acts.

For example, higher costs arising from the delayed construction of our world-scale PO/TBA plant in [removed: Houston,] [added: 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.

We cannot control the actions [added: or ownership] of our joint venture partners, including any nonperformance, default or bankruptcy of joint venture partners.

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

There continues to be increased attention to the tax practices of multinational companies, including [removed: the] [added: U.S tax reform proposals,] European Union’s state aid investigations, [added: Pillar One and Two] proposals by the Organization for Economic Cooperation and Development [added: (“OECD”)] with respect to base erosion and profit shifting, and European Union tax directives and their implementation.

In February 2021, the U.S. recommitted to the [added: Paris] Agreement after having withdrawn in August 2017.

These [removed: actions] [added: types of laws, regulations, and litigation results] could [removed: result in increased] [added: increase the] cost of purchased energy and [removed: increased] [added: increase] costs of compliance [removed: for impacted] [added: in various] locations.

In light of [added: these] changes resulting from the commencement of ETS Phase IV in 2021, we expect to incur additional costs in relation to future carbon or GHG emission trading schemes.

[removed: Although the EPA recently scaled back certain GHG requirements, addressing] [added: Addressing] climate change is a stated priority of President Biden and as such additional regulations and legislation are likely to be forthcoming at the U.S. federal or state level that could result in increased operating costs for compliance, or required acquisition or trading of emission allowances.

Therefore, any future potential [removed: regulations and legislation] [added: regulations, legislation, or litigation results] could [removed: result in] [added: impose] additional operating restrictions or delays in implementing growth projects or other capital investments, [added: require us to incur increased costs,] and could have a material adverse effect on our business and results of operations.

Potential physical impacts of climate change include increased frequency and severity of hurricanes and floods as well as [removed: drought] [added: freezing] conditions, [added: tornadoes,] and global sea level rise.

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

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

Member states [removed: are] [added: were] required to transpose these measures into national law by July 2021.

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

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 [removed: variants,] [added: variants such as Delta and Omicron,] the availability [added: and effectiveness] of [removed: vaccines,] [added: vaccines] and [added: treatments, and] future policy decisions made by governments across the globe as they react to evolving local and global conditions.

While we attempt to mitigate these risks by employing a number of measures, including security measures, employee training, comprehensive monitoring of our networks and systems, and maintenance of backup and protective systems, our employees, systems, networks, products, facilities and services remain potentially vulnerable to [added: ransomware,] sophisticated espionage or cyber-assault.

As of December 31, [removed: 2020,] [added: 2021,] the aggregate deficit was [removed: $1,482] [added: $1,015] million.

See Note 14 to the Consolidated Financial Statements for additional information regarding pensions and other [removed: postretirement] [added: post-retirement] benefits.

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For example, in the fourth quarter of 2021, our Refining segment recognized a non-cash impairment charge of $624 million related to our Houston refinery driven by our ongoing evaluation of strategic options for the Houston refinery.

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Although certain actions have occurred, there continues to be uncertainty as to the enactment and implementation of U.S. tax reform proposals and the OECD’s Pillars One and Two.

We continue to monitor these and other proposed tax law changes as they could increase our tax liabilities in the future, if enacted.

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In December 2019, the European Union member countries endorsed the objective to make the European Union climate-neutral by 2050 and a year later agreed to cut GHG emissions by at least 55% by 2030 (compared with 1990).

Both commitments were enshrined in June 2021 in the European Union Climate Law.

In addition, Non-Governmental Organizations have been active in filing lawsuits against governments and private parties in various jurisdictions around the world seeking enforcement of existing laws and new requirements to reduce GHG emissions.

In one case decided in the Netherlands in May 2021, plaintiffs obtained a ruling ordering Royal Dutch Shell to reduce its Scope 1, 2 and 3 CO2 emissions by 45% by 2030.

Following the adoption of the Climate Law, additional legislation is proposed to meet the new 2030 goals.

In October 2020, the European Commission published a Chemicals Strategy for Sustainability, which set forth plans for introducing significant changes to REACH that could result in additional restrictions on chemicals used or produced by us.

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In addition, scarcity of water and drought conditions due to climate change could reduce the availability of fresh water needed to produce our products which could increase our costs of operations.

Failure to effectively and timely achieve our climate-related goals could have an adverse effect on the demand for our products.

In September 2021, we set new sustainability goals for the future, including with respect to circularity and GHG emissions reduction.

Our ability to achieve these goals depends on many factors, including our ability to reduce emissions from our operations through modernization and innovation, reduce the emissions intensity of the electricity we buy, and invest in renewables and low carbon energy.

In addition, any future decarbonization technologies may increase our costs, or we may be limited in our ability to apply them to commercial scale.

We may also not timely adapt to changes or methods in carbon pricing that could increase our costs and reduce our competitiveness.

The cost associated with our GHG emissions reduction goals could be significant.

Failure to achieve our emissions targets could result in reputational harm, changing investor sentiment regarding investment in LyondellBasell or a negative impact on access to and cost of capital.

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While we continue to work with our stakeholders (including customers, employees, suppliers, business partners, and local communities) to attempt to mitigate the impact of the global pandemic on our business, we cannot assure that these mitigation efforts will continue to be effective or successful.

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If we lose key employees or are unable to attract and retain the employees we need, our business and operating results could be adversely affected.

Our success depends on our ability to attract and retain key personnel, and we rely heavily on our management team.

The inability to recruit and retain key personnel or the unexpected loss of key personnel may adversely affect our operations.

In addition, because of the reliance on our management team, our future success depends in part on our ability to identify and develop talent to succeed senior management.

The retention of key personnel and appropriate senior management succession planning will continue to be critically important to the successful implementation of our strategies.

There is substantial and continuous competition for diverse, talented engineering, manufacturing, and operations employees.

We may not be successful in attracting and retaining such personnel, and we may experience increased compensation and training costs that may not be offset by either improved productivity or higher sales.

We have from time to time experienced, and we may continue to experience, difficulty in hiring and retaining employees with appropriate qualifications, and may not be able to fill positions in desired geographic areas or at all.

We believe that our cash from operations currently will be sufficient to meet these

needs.

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.

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.

Management does not believe that recent changes in income tax laws will have a material impact on our business,

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

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.

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.

We continue to work with our stakeholders (including customers, employees, suppliers, business partners, and local communities) to attempt to mitigate the impact of the global pandemic on our business, including by implementing policies and procedures to promote the safety of our employees, proactively reducing costs intended to allow us to protect against further risk, and investing in initiatives to support our long-term growth, while also focusing on maintaining liquidity.

However, we cannot assure that these mitigation efforts will continue to be effective or successful.

To the extent that the COVID-19 pandemic adversely impacts our business, results of operations, liquidity or financial condition, it may also have the effect of increasing many of the other risks described in “Risk Factors” set forth in this Annual Report on Form 10-K.

The discussion summarizing the significant factors affecting the results of operations and financial condition for the year ended December 31, [removed: 2018,] [added: 2019,] 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: 2019,] [added: 2020,] which was filed with the Securities and Exchange Commission on February [removed: 20, 2020 ,] [added: 25, 2021,] of which Item 7 is incorporated herein by reference.

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[removed: - In January] [added: During the second quarter of] 2021, [removed: signed an agreement] [added: we invested $104 million] to [removed: form] [added: purchase] a [removed: 50 percent owned] [added: 50% interest in a] joint venture with the China Petroleum & Chemical Corporation (“Sinopec”) which will [removed: construct] [added: commission] a new [removed: PO] [added: propylene oxide] and [removed: SM] [added: styrene monomer] unit in [removed: China; and][added: China in 2022.]

| Millions of dollars | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | | | |

| Sales and other operating revenues | | | | | | $ | [removed: 27,753] [added: 46,173] | | | | | $ | [removed: 34,727] [added: 27,753] | | | | | | | |

| Cost of sales | | | | | | [removed: 24,359] [added: 37,397] | | | | | | [removed: 29,301] [added: 24,359] | | | | | | | | |

| Selling, general and administrative expenses | | | | | | [removed: 1,140] [added: 1,255] | | | | | | [removed: 1,199] [added: 1,140] | | | | | | | | |

| Research and development expenses | | | | | | [removed: 113] [added: 124] | | | | | | [removed: 111] [added: 113] | | | | | | | | |

| Operating income | | | | | | [removed: 1,559] [added: 6,773] | | | | | | [removed: 4,116] [added: 1,559] | | | | | | | | |

| Interest expense | | | | | | [removed: (526)] [added: (519)] | | | | | | [removed: (347)] [added: (526)] | | | | | | | | |

| Interest income | | | | | | [removed: 12] [added: 9] | | | | | | [removed: 19] [added: 12] | | | | | | | | |

| Other income, net | | | | | | [removed: 85] [added: 62] | | | | | | [removed: 39] [added: 85] | | | | | | | | |

| Income from equity investments | | | | | | [removed: 256] [added: 461] | | | | | | [removed: 225] [added: 256] | | | | | | | | |

| Income from continuing operations before income taxes | | | | | | [removed: 1,386] [added: 6,786] | | | | | | [removed: 4,052] [added: 1,386] | | | | | | | | |

| [removed: (Benefit from) provision] [added: Provision] for [added: (benefit from)] income taxes | | | | | | [removed: (43)] [added: 1,163] | | | | | | [removed: 648] [added: (43)] | | | | | | | | |

| Income from continuing operations | | | | | | [removed: 1,429] [added: 5,623] | | | | | | [removed: 3,404] [added: 1,429] | | | | | | | | |

| Loss from discontinued operations, net of tax | | | | | | [removed: (2)] [added: (6)] | | | | | | [removed: (7)] [added: (2)] | | | | | | | | |

| Net income | | | | | | $ | [removed: 1,427] [added: 5,617] | | | | | $ | [removed: 3,397] [added: 1,427] | | | | | | | |

Average sales prices in [removed: 2020] [added: 2021] were [removed: lower] [added: higher] for [removed: most] [added: many] of our products as sales prices generally correlate with crude oil prices, which [removed: decreased] [added: increased] relative to [removed: 2019.][added: 2020.]

Favorable foreign exchange impacts resulted in a revenue increase of [removed: 1% during 2020.][added: 1%.]

This [removed: decrease] [added: increase] primarily related to [removed: lower] [added: higher] feedstock and energy costs.

Feedstock and energy related costs generally represent approximately 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 [removed: 10%] [added: 15%] to 20% in each annual period.

SG&A Expense—Selling, general and administrative (“SG&A”) expense [removed: decreased $59] [added: increased $115] million, or [removed: 5%] [added: 10%] in [removed: 2020] [added: 2021] compared to [removed: 2019] [added: 2020] primarily due to [removed: lower integration costs related to the acquisition of A.][added: higher employee-related expenses.]

See Note [removed: 11] [added: 7] to the Consolidated Financial Statements for additional [removed: details.][added: information regarding impairment charges.]

Income Taxes—Our effective income tax rates of [removed: -3.1%] [added: 17.1%] in [removed: 2020] [added: 2021] and [removed: 16.0%] [added: -3.1%] in [removed: 2019] [added: 2020] resulted in a tax [removed: benefit] [added: provision] of [removed: $43] [added: $1,163] million and a tax [removed: provision] [added: benefit] of [removed: $648] [added: $43] million, respectively.

[removed: In 2020] [added: During 2021 and 2020,] we recorded an overall tax benefit in relation to the CARES Act of approximately [removed: $300] [added: $64] million [removed: which reflects the impact of] [added: and $300 million, respectively, due to] our [removed: expected] 2020 U.S. tax losses which we [removed: intend to carryback] [added: carried back] to tax years with a higher tax [removed: rate and a cash refund of approximately $900 million.][added: rate.]

Comprehensive Income—We had comprehensive income of [removed: $1,268] [added: $5,757] million in [removed: 2020] [added: 2021] and [removed: $2,976] [added: $1,268] million in [removed: 2019.][added: 2020.]

Comprehensive income [removed: decreased] [added: increased] by [removed: $1,708] [added: $4,489] million in [removed: 2020] [added: 2021] compared to [removed: 2019,] [added: 2020,] primarily due to [removed: lower] [added: higher] net [removed: income] [added: income, net favorable changes in defined pension] and [added: other post-retirement benefits, and] net [removed: unfavorable] [added: favorable] impacts of financial derivative instruments primarily driven by periodic changes in benchmark interest rates.

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

Relative to the U.S. dollar, the value of the euro [removed: increased] [added: weakened] during [removed: 2020] [added: 2021,] resulting in net [removed: gains as] [added: losses related to unrealized changes in foreign currency translation impacts which are] reflected in the Consolidated Statements of Comprehensive Income.

[removed: The gains related to unrealized changes in foreign currency translation impacts] [added: These losses] were partially offset by [added: a] pre-tax [removed: losses] [added: gain] of [removed: $166] [added: $199] million [removed: in 2020, which represent] [added: related to] the effective portion of our net investment hedges.

In [removed: 2020,] [added: 2021,] the cumulative after-tax effect of our derivatives designated as cash flow hedges was a net [removed: loss] [added: gain] of [removed: $226] [added: $72] million.

The [removed: strengthening] [added: weakening] of the euro against the U.S. dollar in [removed: 2020] [added: 2021] and periodic changes in benchmark interest rates resulted in a pre-tax [removed: loss] [added: gain] of [removed: $129] [added: $207] million related to our cross-currency swaps.

[removed: A $170 million] [added: In 2021,] pre-tax [removed: gain] [added: losses of $216 million] related to our cross-currency swaps [removed: was] [added: were] reclassified to Other income, [removed: net in 2020.][added: net.]

In [removed: 2020, a] [added: 2021, we recognized] pre-tax [removed: loss] [added: gains] of [removed: $347] [added: $75] million related to forward-starting interest rate swaps [removed: was] [added: primarily] driven by changes in benchmark interest rates.

We recognized defined benefit pension and other post-retirement benefit plans pre-tax [removed: losses] [added: gains] of [removed: $51] [added: $291] million and [removed: $361] [added: pre-tax losses of $51] million in [removed: 2020 and 2019, respectively, primarily due to the fluctuations in the discount rate assumption used in determining the net benefit liabilities for our pension] [added: 2021] and [removed: other post-retirement benefit plans.][added: 2020, respectively.]

See Note [removed: 14] [added: 20] to the Consolidated Financial Statements for additional information regarding [removed: net actuarial losses.][added: capital spending by segment.]

We use earnings [added: from continuing operations] before interest, income taxes, and depreciation and amortization (“EBITDA”) as our measure of profitability for segment reporting purposes.

Intersegment eliminations and items that are not directly related or allocated to business operations, such as foreign exchange gains (losses) and components of pension and other [removed: postretirement] [added: post-retirement] benefit costs other than service cost, are included in “Other.” For additional information related to our operating segments, as well as a reconciliation of EBITDA to its nearest generally accepted accounting principles (“GAAP”) measure, Income from continuing operations before income taxes, see Note 20 to our Consolidated Financial Statements.

Our 2021 results reflect robust demand for our products and tight market conditions.

During 2021 relative to 2020, EBITDA increased largely due to margin improvements in our O&P—Americas, O&P—EAI and I&D segments.

Our 2021 cash generation allowed us to complete our goal of reducing long-term debt by $4 billion during the year and demonstrated our commitment to a solid investment-grade credit rating.

We do not plan to pursue further long-term debt reduction in 2022.

During 2021, we repurchased 5.2 million shares and increased our annual dividend for the eleventh consecutive year.

| Impairments | | | | | | 624 | | | | | | 582 | | | | | | | | |

Revenues—Revenues increased $18,420 million, or 66%, in 2021 compared to 2020.

These higher prices led to a 62% increase in revenue.

Higher sales volumes, driven by increased demand, resulted in a revenue increase of 3%.

Cost of Sales—Cost of sales increased $13,038 million, or 54%, in 2021 compared to 2020.

Impairments—Results for our Refining segment include non-cash impairment charges of $624 million and $582 million recognized in 2021 and 2020, respectively.

Operating Income—Operating income increased by $5,214 million or 334% in 2021 compared to 2020.

In 2021, Operating income increased for our O&P—Americas, O&P—EAI, I&D, Refining, Technology and APS segments by $3,382 million, $816 million, $466 million, $328 million, $184 million and $60 million, respectively.

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

Income from Equity Investments—Income from equity method investments increased $205 million, or 80%, in 2021 compared to 2020.

Higher demand coupled with industry supply constraints resulted in improved margins for our joint ventures in our O&P—Americas and O&P—EAI segments.

The 2021 effective income tax rate of 17.1%, which is lower than the U.S. statutory tax rate of 21%, was favorably impacted by exempt income (-4.5%), return to accrual adjustments primarily from a tax benefit associated with an election made in 2021 to step-up certain Italian assets to fair market value retroactively (-1.8%) and the impact of the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act (-0.9%) partially offset by the effects of earnings in various countries, notably in Europe, with higher statutory tax rates (1.1%) and U.S. state and local income taxes (1.2%).

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In 2021, changes in actuarial assumptions, primarily related to an increase in discount rates and higher actual returns versus expected returns on plan assets, resulted in a pre-tax gain of $214 million.

In 2021, pre-tax gains of $77 million related to the amortization of accumulated actuarial losses and settlements were reclassified to Other income, net.

In 2020, pre-tax losses of $109 million were recognized due to the decrease in discount rates and higher actual returns versus expected returns on plan assets.

Pre-tax losses were partially offset by pre-tax gains of $58 million, primarily due to amortization of accumulated actuarial losses reclassified to Other income, net.

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| I&D | | | | | | 10,180 | | | | | | 6,269 | | | | | | | | |

| I&D | | | | | | 967 | | | | | | 501 | | | | | | | | |

| I&D | | | | | | 379 | | | | | | 305 | | | | | | | | |

| I&D | | | | | | 34 | | | | | | 26 | | | | | | | | |

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| Millions of dollars | | | | | | 2021 | | | | | | 2020 | | | | | | | | |

| I&D | | | | | | (2) | | | | | | 1 | | | | | | | | |

| I&D | | | | | | 1,378 | | | | | | 833 | | | | | | | | |

Overview—EBITDA improved in 2021 relative to 2020 driven by olefin and combined polyolefin margin improvements.

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| Millions of dollars | | | | | | 2021 | | | | | | 2020 | | | | | | | | |

Revenues—Revenues increased by $7,727 million, or 106%, in 2021 compared to 2020.

Higher average sales prices resulted in a 92% increase in revenue in 2021, primarily driven by tight market conditions.

Volume improvements resulted in a revenue increase of 14% primarily due to the 2020 acquisition of our 50% interest in the Louisiana Joint Venture.

EBITDA—EBITDA increased by $3,463 million, or 191%, in 2021 compared to 2020, largely driven by margin improvements.

Olefins results led to a 109% increase in EBITDA driven by higher margins as sales prices outpaced higher feedstock and energy costs.

Higher polyethylene and polypropylene results led to a 48% and 29% increase in EBITDA, respectively, primarily due to polyolefin sales price increases which outpaced higher feedstock costs.

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.

Significant items that affected results in 2020 relative to 2019 include:

- Olefins and Polyolefins—Americas (“O&P—Americas”) and Olefins and Polyolefins—Europe, Asia, International (“O&P—EAI”) segment results declined primarily due to lower olefin and polyolefins margins;

- Intermediates and Derivatives (“I&D”) segment results declined due to margin decreases primarily driven by our intermediate chemicals and oxyfuels and related products businesses; and

- 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.

Other noteworthy items include the following:

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

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

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

These lower prices led to a 19% decrease in revenue in 2020.

Lower sales volumes resulted in a revenue decrease of 2% relative to 2019.

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

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

This decrease corresponds with the decrease in revenues as discussed above.

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.

Schulman.

Integration activities related to our acquisition of A.

Schulman were substantially completed by the third quarter of 2020.

Operating Income—Operating income decreased by $2,557 million or 62% in 2020 compared to 2019.

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

In 2020, Operating income declined across all of our segments by $784 million, $748 million, $607 million, $261 million, $87 million and $64 million for our Refining, I&D, O&P—Americas, O&P—EAI, Technology and APS segments, respectively, as compared to 2019.

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.

Our effective income tax rate fluctuates based on, among other factors, changes in pre-tax income in countries with varying statutory tax rates, changes in valuation allowances, changes in foreign exchange gains/losses, the amount of exempt income, changes in unrecognized tax benefits associated with uncertain tax positions and changes in tax laws.

See Note 13 to the Consolidated Financial Statements for [added: further] discussion of [removed: LyondellBasell Industries N.V.’s] [added: our] management of commodity price risk, foreign [removed: currency exposure] [added: exchange risk] and interest rate [removed: risk through its use of derivative instruments and hedging activities.][added: risk.]

[removed: Our] [added: Commodity Price Risk—Prices for our] products and raw materials are subject to changes in [removed: market price as] supply and [removed: demand fundamentals change.][added: demand.]

[removed: We] [added: Foreign Exchange Risk—We] manufacture and market our products in many countries throughout the world and, as a result, are exposed to changes in foreign currency exchange rates.

[removed: A significant portion] [added: Many] of our [removed: reporting] [added: operating] entities use the euro as their functional currency.

We [removed: have entered into hedging arrangements] [added: enter foreign currency derivatives that are] designated as net investment hedges to reduce the volatility in [removed: shareholders’] [added: Shareholders’] equity resulting from [removed: foreign currency fluctuation] [added: translation adjustments] associated with our net investments in foreign operations.

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

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

| Cross [removed: Currency Basis Swaps] [added: currency basis swaps] | | | | | | [removed: €617 million] [added: €] | [added: 617] | | | | | [removed: €617 million] [added: €] | [added: 617] | | | | | euro/U.S. dollar rate | | | | | | [removed: $77 million] [added: $] | [added: 71] | | | | | [removed: $70 million] [added: $] | [added: 77] | |

| Cross [removed: Currency Swaps] [added: currency swaps] | | | | | | [removed: €750 million] [added: €] | [added: 750] | | | | | [removed: —] [added: €] | [added: 750] | | | | | euro/U.S. dollar rate | | | | | | [removed: $101 million] [added: $] | [added: 92] | | | | | [removed: —] [added: $] | [added: 101] | |

| Forward [removed: Exchange Contracts] [added: exchange contracts] | | | | | | [removed: €300 million] [added: €] | [added: 1,250] | | | | | [removed: —] [added: €] | [added: 300] | | | | | euro/U.S. dollar rate | | | | | | [removed: $37 million] [added: $] | [added: 142] | | | | | [removed: —] [added: $] | [added: 37] | |

Some of our [removed: operations] [added: consolidated entities] enter [removed: into] transactions that are not denominated in their functional currency.

This results in exposure to foreign currency risk for financial instruments, including, but not limited to, [removed: third party] [added: third-party] and intercompany receivables and payables and intercompany loans.

[Table of [removed: Contents](#i7723250b619848a8986037473e3e87e6_7)][added: Contents](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_7)]

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

By centralizing most of our foreign currency exposure into one subsidiary, we are able to take advantage of [removed: any] natural offsets thereby reducing the overall impact of changes in foreign currency rates on our earnings.

[removed: At December 31, 2020 and 2019, a] [added: A] 10% fluctuation compared to the U.S. dollar [removed: in the underlying currencies that have no central bank or other currency restrictions related to non-hedged monetary net assets] would have resulted in an additional impact to earnings of approximately $4 million and [removed: $2 million,] [added: $5 million in 2021 and 2020,] respectively.

Other income, net, in the Consolidated Statements of Income [removed: reflected] [added: reflects] net [removed: exchange rate] foreign currency losses of [removed: $7 million, gains of $9] [added: $2] million and [removed: $24] [added: $7] million in [removed: 2020, 2019] [added: 2021] and [removed: 2018,] [added: 2020,] respectively.

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

[removed: At] [added: As of] December 31, [removed: 2020, these] [added: 2021, our] foreign currency [removed: contracts, which will] [added: contracts that are accounted for as economic hedges] mature between January [removed: 2021] [added: 2022] and [removed: June 2021,] [added: March 2022,] inclusively, had an [removed: aggregated] [added: aggregate] notional amount of [removed: $225] [added: $222] million and the fair value was a net liability of $1 million.

[removed: We] [added: Interest Rate Risk—We] are exposed to interest rate risk with respect to our [removed: fixed] [added: fixed-rate] and [removed: variable rate] [added: variable-rate] debt.

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

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

We estimate that a 10% change in market interest rates as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] would change the fair value of [removed: our] [added: these] forward-starting interest rate swaps [removed: outstanding and would have resulted in an impact on Other comprehensive loss of] [added: by] approximately [removed: $44] [added: $48] million and [removed: $66] [added: $44] million, respectively.

*Fixed-rate debt*—We enter into interest rate swaps [removed: as part of] [added: that effectively convert] our [removed: interest rate risk management strategy.][added: fixed-rate debt to variable-rate debt.]

At December 31, [added: 2021 and] 2020, the total notional amount of [removed: an] [added: these] interest rate [removed: swap designated as a fair value hedge, which matures in 2026,] [added: swaps] was [removed: $122] [added: $1,163] million and [removed: their fair value was a net asset of $2 million.][added: $122 million, respectively.]

At December 31, [removed: 2020,] [added: 2021,] after giving consideration to the [removed: $122 million of] fixed-rate debt that we have effectively converted to [removed: floating through these fixed-for-floating interest rate swaps,] [added: variable-rate debt,] approximately [removed: 83%] [added: 90%] of our debt portfolio, on a gross basis, incurred interest at a fixed-rate and the remaining [removed: 17%] [added: 10%] of the portfolio incurred interest at a variable-rate.

We estimate that a 10% change in market interest rates as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] would [removed: change] [added: not materially impact] the fair value of [removed: our] [added: these] interest rate [removed: swaps outstanding and would have resulted in an impact on our pre-tax income of approximately less than $1 million and $15 million, respectively.][added: swaps.]

[removed: At December 31, 2020, there were no outstanding borrowings] [added: We also have available borrowing capacity] under our [added: $3,250 million] Senior Revolving Credit Facility and our [added: $900 million] U.S. Receivables Facility.

Based on our average variable-rate debt outstanding per year, we estimate that a 10% change in market interest rates [removed: would have had $3 million] [added: as of December 31, 2021] and [removed: $1 million impact on earnings in] 2020 [removed: and 2019, respectively.][added: would not materially impact the fair value of these facilities.]

Pricing terms in our raw material contracts are generally indexed to market prices.

Changes in market prices for raw materials generally correlate with market prices for our products.

In certain sales contracts, we may negotiate pricing terms to better align with changes in raw material costs.

We also selectively enter commodity swap and futures contracts to manage commodity price risk.

The impact of a 10% change in commodity prices at December 31, 2021 and 2020 would not materially impact the fair values of our commodity derivative contracts.

Translation adjustments are deferred in Accumulated other comprehensive income.

We also enter foreign currency contracts that are designated as cash flow hedges to manage the variability in cash flows associated with intercompany debt balances.

| Millions of euro/dollars | | | | | | 2021 | | | | | | 2020 | | | | | | | | | 2021 | | | | | | 2020 | | | | | |

| Net investment hedges: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Cash flow hedges: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Cross currency swaps | | | | | | € | 1,051 | | | | | € | 1,841 | | | | | euro/U.S. dollar rate | | | | | | $ | 134 | | | | | $ | 250 | |

We also engage in short-term forward exchange contracts to manage our net exposure to foreign currencies as economic hedges.

Fluctuations in interest rates impact the fair value of fixed-rate debt and expose us to the risk that we may need to refinance debt at higher rates.

*Pre-issuance interest rate*—To mitigate the risk that benchmark interest rates may increase in connection with future financing activities, we adopted a pre-issuance interest rate strategy, under which we entered forward-starting interest rate swaps that are designated as cash flow hedges.

These interest rate swaps are designated as fair value hedges.

*Variable-rate debt*—At December 31, 2021, our variable rate-debt consisted of $204 million outstanding under our Commercial Paper Program.

At December 31, 2021, there were no outstanding borrowings under these facilities.

[Table of Contents](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_7)

Commodity Price Risk

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

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.

Foreign Exchange Risk

The translation gains or losses that result from the process of translating the euro denominated financial statements to U.S. dollars are deferred in Accumulated other comprehensive income until such time as those entities may be liquidated or sold.

Changes in the value of the U.S. dollar relative to the euro can therefore have a significant impact on comprehensive income.

| | | | | | | 2020 | | | | | | 2019 | | | | | | 10% Variance on Foreign Currency Rate | | | | | | 2020 | | | | | | 2019 | | |

| | | | | | | | | | | | | | | | EURIBOR and LIBOR rates | | | | | | Less than $1 million | | | | | | Less than $1 million | | | | | |

| Guaranteed Euro Notes due 2022 | | | | | | — | | | | | | €750 million | | | | | | euro/U.S. dollar rate | | | | | | — | | | | | | $84 million | | |

We also engage in short-term foreign exchange swaps in order to roll certain hedge positions and to make funds available for intercompany financing.

Our net position in foreign currencies is monitored daily.

At December 31, 2020, non-cancellable cross-currency swaps with an aggregated notional of $2,005 million, were designated as foreign currency cash flow hedges to reduce the variability in the functional currency equivalent cash flows of certain foreign currency denominated intercompany notes.

These foreign currency contracts have maturity dates ranging from 2021 to 2027 and their fair value was a net liability of $259 million.

A 10% fluctuation compared to the U.S. dollar would have resulted in an additional impact to Other comprehensive loss of approximately $250 million and $238 million in 2020 and 2019, respectively.

For forward contracts, including swap transactions, that economically hedge recognized monetary assets and liabilities in foreign currencies, no hedge accounting is applied.

A 10% fluctuation compared to the U.S. dollar would have resulted in an additional impact to earnings of approximately $5 million and $31 million in 2020 and 2019, respectively.

Interest Rate Risk

Interest rate risk management is viewed as a trade-off between cost and risk.

The cost of interest is generally lower for short-term debt and higher for long-term debt, and lower for floating rate debt and higher for fixed rate debt.

However, the risk associated with interest rates is inversely related to the cost, with short-term debt carrying a higher refinancing risk and floating rate debt having higher interest rate volatility.

Our interest rate risk management strategy attempts to optimize this cost/risk/reward trade-off.

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

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

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

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.

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

In March 2018, the Cologne, Germany local court issued a regulatory fine notice of [removed: €1,800,000] [added: €1.8 million] arising from a pipeline leak near our Wesseling, Germany facility.

In September 2013, the U.S. 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.

In the Fall of 2020, EPA referred the matter to the U.S. Department of Justice (“DOJ”) and EPA Headquarters for civil judicial enforcement.

We are currently engaged in settlement discussions with EPA and DOJ.

In connection with an enforcement initiative of EPA regarding flare emissions at petrochemical plants, we have settled with EPA and DOJ in order to resolve claims initiated in July 2014, related to alleged improper operation and maintenance of flares at four of our U.S. facilities.

The consent decree related to the settlement was entered by the U.S. District Court for the Southern District of Texas in January 2022.

Under the terms of the settlement, we paid a penalty of $3.4 million in January 2022 and will conduct fence line monitoring and make investments in equipment at the facilities.

On July 27, 2021, approximately 160,000 pounds of liquid process material containing primarily acetic acid was released from a reactor at the La Porte acetic acid unit.

In October 2021, the Texas Commission on Environmental Quality (“TCEQ”) issued a Notice of Enforcement for the incident.

In November 2021, the State of Texas filed a petition on behalf of the TCEQ seeking injunctive relief and civil penalties for unauthorized air pollution and regulatory nuisance related to the incident.

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

The 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. facilities, and entered into discussions with EPA and the Department of Justice (DOJ).

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.

We reasonably believe resolution of this matter could result in payment of a penalty in excess of $300,000.

[Table of [removed: Contents](#i7723250b619848a8986037473e3e87e6_7)][added: Contents](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_7)]

For the fiscal year ended December 31, [removed: 2020][added: 2021]

The aggregate market value of common stock held by non-affiliates of the registrant on June 30, [removed: 2020,] [added: 2021,] the last business day of the registrant’s most recently completed second fiscal quarter, based on the closing price on that date of [removed: $65.72,] [added: $102.87,] was [removed: $16.8] [added: $27.0] billion.

The registrant had [removed: 334,132,558] [added: 328,009,583] shares outstanding at February [removed: 23, 2021] [added: 22, 2022] (excluding [removed: 5,913,070] [added: 12,202,411] treasury shares).

Portions of the [removed: 2021] [added: 2022] Proxy Statement, in connection with the Company’s [removed: 2021] [added: 2022] Annual Meeting of Shareholders (in Part III), as indicated herein.

| [Cautionary statement for the purposes of the “safe harbor” provisions of the Private Securities Litigation Reform Act of [removed: 1995](#i7723250b619848a8986037473e3e87e6_10)] [added: 1995](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_10)] | | | | | | | | | [removed: [2](#i7723250b619848a8986037473e3e87e6_10)] [added: [2](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_10)] | | |

| [removed: [Item](#i7723250b619848a8986037473e3e87e6_16)[s](#i7723250b619848a8986037473e3e87e6_16) [1.] [added: [Items 1.] and [removed: 2.](#i7723250b619848a8986037473e3e87e6_16)] [added: 2.](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_16)] | | | | | | [Business and [removed: Properties](#i7723250b619848a8986037473e3e87e6_16)] [added: Properties](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_16)] | | | [removed: [4](#i7723250b619848a8986037473e3e87e6_16)] [added: [4](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_16)] | | |

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| [Item [removed: 4.](#i7723250b619848a8986037473e3e87e6_76)] [added: 4.](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_76)] | | | | | | [Mine Safety [removed: Disclosures](#i7723250b619848a8986037473e3e87e6_76)] [added: Disclosures](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_76)] | | | [removed: [32](#i7723250b619848a8986037473e3e87e6_76)] [added: [33](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_76)] | | |

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| [Item [removed: 7A.](#i7723250b619848a8986037473e3e87e6_142)] [added: 7A.](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_142)] | | | | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i7723250b619848a8986037473e3e87e6_142)] [added: Risk](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_142)] | | | [removed: [58](#i7723250b619848a8986037473e3e87e6_142)] [added: [55](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_142)] | | |

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| [Item [removed: 9.](#i7723250b619848a8986037473e3e87e6_286)] [added: 9.](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_244)] | | | | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i7723250b619848a8986037473e3e87e6_286)] [added: Disclosure](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_244)] | | | [removed: [142](#i7723250b619848a8986037473e3e87e6_286)] [added: [133](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_244)] | | |

| [Item [removed: 9A.](#i7723250b619848a8986037473e3e87e6_289)] [added: 9A.](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_247)] | | | | | | [Controls and [removed: Procedures](#i7723250b619848a8986037473e3e87e6_289)] [added: Procedures](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_247)] | | | [removed: [142](#i7723250b619848a8986037473e3e87e6_289)] [added: [133](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_247)] | | |

| [Item [removed: 9B.](#i7723250b619848a8986037473e3e87e6_292)] [added: 9B.](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_250)] | | | | | | [Other [removed: Information](#i7723250b619848a8986037473e3e87e6_292)] [added: Information](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_250)] | | | [removed: [142](#i7723250b619848a8986037473e3e87e6_292)] [added: [133](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_250)] | | |

| [Item [removed: 10.](#i7723250b619848a8986037473e3e87e6_298)] [added: 10.](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_256)] | | | | | | [Directors, Executive Officers and Corporate [removed: Governance](#i7723250b619848a8986037473e3e87e6_298)] [added: Governance](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_256)] | | | [removed: [143](#i7723250b619848a8986037473e3e87e6_298)] [added: [134](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_256)] | | |

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| [Item [removed: 16.](#i7723250b619848a8986037473e3e87e6_319)] [added: 16.](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_277)] | | | | | | [Form 10-K [removed: Summary](#i7723250b619848a8986037473e3e87e6_319)] [added: Summary](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_277)] | | | [removed: [150](#i7723250b619848a8986037473e3e87e6_319)] [added: [140](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_277)] | | |

- if crude oil prices [removed: remain] [added: are] low relative to U.S. natural gas prices, we would see less benefit from low-cost natural gas and natural gas liquids and it could have a negative effect on our results of operations;

- we may face unplanned operating interruptions (including leaks, explosions, fires, weather-related incidents, mechanical failures, unscheduled downtime, supplier disruptions, labor shortages, strikes, work stoppages or other labor difficulties, transportation interruptions, spills and releases and other environmental incidents) at any of our facilities, which would negatively impact our operating results; [removed: for example, because the Houston refinery is our only refining operation, we would not have the ability to increase production elsewhere to mitigate the impact of any outage at that facility;]

Our refining business consists of our Houston refinery, which processes crude oil into refined products such as [removed: gasoline, diesel] [added: gasoline] and [removed: jet fuel.][added: distillates.]

[removed: Our] [added: *Overview*—Our] O&P—Americas segment produces and markets olefins and co-products, polyethylene and polypropylene.

Our APS segment produces and markets compounding and solutions, such as polypropylene compounds, engineered plastics, masterbatches, [added: engineered composites,] colors and powders, [removed: engineered composites] and advanced polymers, which includes *Catalloy* and polybutene-1.

[removed: Our] [added: *Overview*—Our] Technology segment develops and licenses chemical and polyolefin process technologies and manufactures and sells polyolefin catalysts.

Information about the locations where we produce our primary products can be [added: found under “Description of Properties.” No single customer accounted for 10% or more of our total revenues in 2021, 2020 or 2019.]

We manage our olefin and polyolefin business in two reportable segments, [removed: O&P–Americas] [added: O&P*—*Americas] and O&P*—*EAI.

PE sales accounted for approximately [removed: 21%, 17%] [added: 22%, 21%] and [removed: 19%] [added: 17%] of our consolidated revenues in [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018,] [added: 2019,] respectively.

PP sales accounted for approximately [removed: 16%, 14%] [added: 17%, 16%] and [removed: 15%] [added: 14%] of our consolidated revenues in [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018,] [added: 2019,] respectively.

[removed: Most] [added: *Sales & Marketing / Customers*—Most] of the ethylene we produce is consumed internally as a raw material in the production of PE and other derivatives, with the balance sold to third party customers, primarily under multi-year contracts.

[removed: This capacity is] [added: These capacities are] based on our [removed: percentage ownership interest in] [added: operational share of] the joint ventures’ total capacities.

We also consume PP in our PP [removed: compounds] [added: compounding] business, which is [removed: managed worldwide by] [added: included in] our APS segment.

[removed: In] [added: *Joint Venture Relationships*—In] December 2020, we [removed: formed] [added: purchased] a [removed: 50/50 joint venture] [added: 50% interest] in [removed: Louisiana,] [added: Louisiana Integrated PolyEthylene JV LLC (“Louisiana Joint Venture”)] 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 [added: also] participate in a joint venture in Mexico, which provides us with capacity of approximately 290 thousand tons of PP production per year.

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| [Item 6.](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_2702) | | | | | | [Reserved](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_2702) | | | [35](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_2702) | | |

| [Item 9C.](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_2768) | | | | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_2768) | | | [133](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_250) | | |

| [Signatures](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_280) | | | | | | | | | [141](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_280) | | |

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- if we are unable to achieve our emissions or other sustainability targets, it could result in reputational harm, changing investor sentiment regarding investment in our stock or a negative impact on our access to and cost of capital;

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Olefins & co-products sales accounted for approximately 11% of our consolidated revenues in 2021 and 9% of our consolidated revenues in each of 2020 and 2019.

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We operate the joint venture assets and market the polyethylene off-take for all partners through our global sales team.

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Our 50% joint venture in Quality Circular Polymers (“QCP”), located in The Netherlands, uses mechanical recycling to transform post-consumer plastic waste into high-quality polymers that can be used to make new products.

The QCP plants, located in The Netherlands and Belgium, are capable of converting consumer waste into 55 thousand tons of recycled polypropylene and recycled high-density polyethylene annually.

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We are currently constructing a world-scale PO/TBA plant in Houston, Texas.

Once completed the plant will have the capacity to produce 470 thousand tons of PO and 1.0 million tons of tertiary butyl alcohol per year.

The project is expected to start-up at the end of 2022 and expected to result in total capital expenditures of approximately $3.4 billion.

[Table of Contents](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_7)

We also have two joint venture manufacturing relationships in China with China Petroleum & Chemical Corporation (“Sinopec”).

The second joint venture, which began production in January 2022, will provide us with additional annual production capacity of approximately 140 thousand tons of PO and 300 thousand tons of SM.

We market our share of the joint ventures production in the Chinese market.

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Based on published capacity data and including our proportionate share of our joint ventures, we believe as of December 31, 2021, we were:

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Sustainability

LyondellBasell is taking action to help tackle the global challenges of eliminating plastic waste, addressing climate change, and supporting a thriving society.

Our sustainability strategy identifies five pillars that frame our response to these challenges: end plastic waste in the environment; advance the circular economy; address climate change; grow sustainable solutions; and enhance our workplace, operations and communities.

In 2020, we announced our ambition to produce and market two million metric tons of recycled and renewable-based polymers annually by 2030.

We are pursuing this goal by focusing on mechanical recycling, advanced (or molecular) recycling, and increased use of renewable feedstocks.

In furtherance of this goal, in April 2021, the Company launched a new suite of products under the name *Circulen*, primarily enabling brand owners to improve the sustainability of consumer products.

The LyondellBasell *Circulen* product family supports the reduction of plastic waste through the use of recycled content, and a lower carbon footprint through the use of renewable-based content as compared to feedstock from fossil-based sources, and includes: *Circulen*Recover (polymers made from plastic waste through a mechanical recycling process), *Circulen*Revive (polymers made using an advanced or molecular recycling process to convert plastic waste into feedstock to produce new polymers) and *Circulen*Renew (polymers made from renewable-based feedstock derived from bio-based wastes and residual oils, such as used cooking oils).

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In September 2021 we announced our ambition of, and approach to, achieving net zero scope 1 and 2 emissions from global operations by 2050.

As an interim step toward 2050, we also announced a strategy to achieve an absolute reduction of 30 percent in scope 1 and scope 2 emissions by 2030.

These targets are consistent with efforts to support the Paris Agreement’s goal of limiting climate change by achieving net zero for global greenhouse gas emissions by mid-century.

| | | | | | | | | |

| [Item 6.](#i7723250b619848a8986037473e3e87e6_85) | | | | | | [Selected Financial Data](#i7723250b619848a8986037473e3e87e6_85) | | | [35](#i7723250b619848a8986037473e3e87e6_85) | | |

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

found under “Description of Properties.” No single customer accounted for 10% or more of our total revenues in 2020, 2019 or 2018.

*Overview*

*Sales & Marketing / Customers*

In 2020, we added a total of 785 thousand tons of olefins and 1,170 thousand tons of PE capacity at our wholly-owned and joint venture facilities in North America.

*Joint Venture Relationships*

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

*Raw Materials*

*Industry Dynamics / Competition*

In 2020, we added a total of 550 thousand tons of olefins, 400 thousand tons of PE and 310 thousand tons of PP at our wholly-owned and joint venture facilities.

On September 1, 2020, we established and started-up a 50/50 joint venture in China, which provides us with capacity of 550 thousand tons of ethylene, 400 thousand tons of linear-low density PE and 300 thousand tons of PP capacity.

The materials produced at the joint venture facility are expected to be sold in China.

The parties’ rights in the joint venture are based on off-take volumes related to actual production of PO as opposed to ownership percentages.

We also have a joint venture manufacturing relationship in China.

This capacity is based on our operational share of the joint venture’s total capacity.

We formed the APS segment following our acquisition of A.

Schulman, Inc. (“A.

Schulman”) in August 2018.

*Research and Development*

We use the services of contractors, primarily to assist with non-core business functions, and we require that all contractors adhere to our operational excellence standards and GoalZERO, a comprehensive program to protect the health and safety of our employees and contractors.

*Demographics*

As of December 31, 2020, we employed approximately 19,200 full-time and part-time employees around the world.

Of this total, approximately 8,600 were in the U.S. and Canada and another 8,100 were in Europe.

The remainder of our employees are in other global locations.

As of December 31, 2020, approximately 900 of our employees in the U.S. were represented by labor unions.

Most of our employees in Europe and Latin America, and some of our employees in Asia Pacific, are subject to staff council or works council coverage or collective bargaining agreements.

Some examples of key programs and initiatives that are focused to attract, develop and retain our diverse workforce include:

*Talent Development and Engagement*

We believe in building an engaged, talented workforce by developing skill sets, supporting diversity and ensuring fair employment and work practices.

In July 2020, we accelerated our efforts in the area of diversity, equity, and inclusion (“DEI”) with the appointment of a Chief Talent & Diversity Officer, the establishment of a DEI Leadership Council, the development of a multi-year DEI strategy, and the implementation of activities focused on listening to our employees and obtaining their perspectives on DEI.

In 2020, we offered more than 308,000 hours of training to our employees through both in-person classes and our online learning management system.

*Safety*

Information on occupational health services is provided globally throughout the new hire on-boarding process and offered in various languages dependent on the site location.

We quickly mobilized to develop a globally coordinated, locally implemented plan to protect our workforce at the beginning of the pandemic, which we have regularly updated as new developments occurred.

Among the numerous safety measures and protocols we developed were: strict social distancing and facial coverage, critical personal protective equipment, thoughtful procedures for return to workplaces, and several initiatives to support our employees’ mental health.

*Health, wellness, welfare and family resources*

Full-time employees at our major offices and manufacturing sites receive competitive benefits which may include, depending on location, the following: basic health and welfare benefits, which include medical coverage; life and accident insurance; business travel accident insurance; disability protection; retirement, savings and pension plans; share programs; and paid time off.

Employees at our large sites have access to health services at an on-site clinic on paid work-time.

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[removed: There] [added: However, there] can be no assurance that any dividends or distributions will be declared or paid in the future.

As of February [removed: 23, 2021,] [added: 22, 2022,] there were approximately [removed: 5,400] [added: 5,700] record holders of our shares, including Cede & Co. as nominee of the Depository Trust Company.

[Table of [removed: Contents](#i7723250b619848a8986037473e3e87e6_7)][added: Contents](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_7)]

The graph below shows the relative investment performance of LyondellBasell Industries N.V. shares, the S&P 500 Index and the S&P 500 Chemicals Index since December 31, [removed: 2015.][added: 2016.]

The graph assumes that $100 was invested on December 31, [removed: 2015] [added: 2016] and any dividends paid were reinvested at the date of payment.

[removed: ][added: ]

| | | | [removed: 12/31/2015] [added: 12/31/2016] | | | | | | [removed: 12/31/2016] [added: 12/31/2017] | | | | | | [removed: 12/31/2017] [added: 12/31/2018] | | | | | | [removed: 12/31/2018] [added: 12/31/2019] | | | | | | [removed: 12/31/2019] [added: 12/31/2020] | | | | | | [removed: 12/31/2020] [added: 12/31/2021] | | |

| S&P 500 [added: Chemicals] Index | | | $100.00 | | | | | | [removed: $111.96] [added: $126.66] | | | | | | [removed: $136.40] [added: $111.96] | | | | | | [removed: $130.42] [added: $136.61] | | | | | | [removed: $171.49] [added: $161.26] | | | | | | $203.04 | | |

On May [removed: 29, 2020, we announced] [added: 28, 2021, our shareholders approved] a share repurchase authorization of up to 34,004,563 of our ordinary [removed: shares] [added: shares,] through November [removed: 29, 2021,] [added: 28, 2022,] which superseded any prior repurchase [removed: authorizations and represents the maximum number of shares that may be purchased as of December 31, 2020.][added: authorizations.]

We intend to continue to declare and pay quarterly dividends, with the goal of increasing the dividend over time, after giving consideration to our cash balances and expected results from operations.

Equity Compensation Plan

See Part III, Item 11.

Executive Compensation for information relating to the Company’s equity compensation plans.

| LyondellBasell Industries N.V. | | | $100.00 | | | | | | $133.72 | | | | | | $104.71 | | | | | | $125.03 | | | | | | $128.34 | | | | | | $134.84 | | |

| S&P 500 Index | | | $100.00 | | | | | | $121.83 | | | | | | $116.49 | | | | | | $153.17 | | | | | | $181.35 | | | | | | $233.41 | | |

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

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

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

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

| 2021 Period | | | Total Number of Shares Purchased | | | | | | Average Price Paid per Share | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | | | | | Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs | | |

| October 1—October 31 | | | 960,047 | | | | | | $ | 96.78 | | | | | 960,047 | | | | | | 32,090,835 | | |

| November 1—November 30 | | | 1,527,113 | | | | | | $ | 92.31 | | | | | 1,527,113 | | | | | | 30,563,722 | | |

| December 1—December 31 | | | 1,722,493 | | | | | | $ | 89.42 | | | | | 1,722,493 | | | | | | 28,841,229 | | |

| Total | | | 4,209,653 | | | | | | $ | 92.15 | | | | | 4,209,653 | | | | | | 28,841,229 | | |

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

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

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The following selected financial data was derived from our Consolidated Financial Statements, which were prepared from our books and records.

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.

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 Operations” below, which includes a discussion of factors that will enhance an understanding of this data.

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

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

| | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| In millions of dollars, except per share data | | | 2020 | | | | | | 2019 | | | | | | 2018 | | | | | | 2017 | | | | | | 2016 | | | | | | | | |

| Results of operations data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Sales and other operating revenues | | | $ | 27,753 | | | | | $ | 34,727 | | | | | $ | 39,004 | | | | | $ | 34,484 | | | | | $ | 29,183 | | | | | | | |

| Operating income(a) | | | 1,559 | | | | | | 4,116 | | | | | | 5,231 | | | | | | 5,460 | | | | | | 5,060 | | | | | | | | |

| Interest expense(b) | | | (526) | | | | | | (347) | | | | | | (360) | | | | | | (491) | | | | | | (322) | | | | | | | | |

| Income from equity investments | | | 256 | | | | | | 225 | | | | | | 289 | | | | | | 321 | | | | | | 367 | | | | | | | | |

| Income from continuing operations(a)(b)(c) | | | 1,429 | | | | | | 3,404 | | | | | | 4,698 | | | | | | 4,895 | | | | | | 3,847 | | | | | | | | |

| Earnings per share from continuing operations: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Basic | | | 4.25 | | | | | | 9.61 | | | | | | 12.06 | | | | | | 12.28 | | | | | | 9.17 | | | | | | | | |

| Diluted | | | 4.25 | | | | | | 9.60 | | | | | | 12.03 | | | | | | 12.28 | | | | | | 9.15 | | | | | | | | |

| Loss from discontinued operations, net of tax | | | (2) | | | | | | (7) | | | | | | (8) | | | | | | (18) | | | | | | (10) | | | | | | | | |

| Loss per share from discontinued operations: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Basic | | | (0.01) | | | | | | (0.02) | | | | | | (0.02) | | | | | | (0.05) | | | | | | (0.02) | | | | | | | | |

| Diluted | | | (0.01) | | | | | | (0.02) | | | | | | (0.02) | | | | | | (0.05) | | | | | | (0.02) | | | | | | | | |

| Balance sheet data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total assets | | | $ | 35,403 | | | | | $ | 30,435 | | | | | $ | 28,278 | | | | | $ | 26,206 | | | | | $ | 23,442 | | | | | | | |

| Short-term debt | | | 663 | | | | | | 445 | | | | | | 885 | | | | | | 68 | | | | | | 594 | | | | | | | | |

| Long-term debt(d) | | | 15,294 | | | | | | 11,617 | | | | | | 8,502 | | | | | | 8,551 | | | | | | 8,387 | | | | | | | | |

| Cash and cash equivalents | | | 1,763 | | | | | | 858 | | | | | | 332 | | | | | | 1,523 | | | | | | 875 | | | | | | | | |

| Short-term investments | | | 702 | | | | | | 196 | | | | | | 892 | | | | | | 1,307 | | | | | | 1,147 | | | | | | | | |

| Accounts receivable | | | 3,441 | | | | | | 3,102 | | | | | | 3,503 | | | | | | 3,539 | | | | | | 2,842 | | | | | | | | |

| Inventories | | | 4,344 | | | | | | 4,588 | | | | | | 4,515 | | | | | | 4,217 | | | | | | 3,809 | | | | | | | | |

| Working capital(e) | | | 4,837 | | | | | | 4,762 | | | | | | 4,931 | | | | | | 4,861 | | | | | | 4,122 | | | | | | | | |

| Cash flow data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Cash provided by (used in): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Operating activities | | | $ | 3,404 | | | | | $ | 4,961 | | | | | $ | 5,471 | | | | | $ | 5,206 | | | | | $ | 5,606 | | | | | | | |

| Investing activities | | | (4,906) | | | | | | (1,635) | | | | | | (3,559) | | | | | | (1,756) | | | | | | (2,301) | | | | | | | | |

| Expenditures for property, plant and equipment | | | (1,947) | | | | | | (2,694) | | | | | | (2,105) | | | | | | (1,547) | | | | | | (2,243) | | | | | | | | |

| Financing activities | | | 2,271 | | | | | | (2,835) | | | | | | (3,008) | | | | | | (2,859) | | | | | | (3,349) | | | | | | | | |

| Dividends - common stock declared per share | | | $ | 4.20 | | | | | $ | 4.15 | | | | | $ | 4.00 | | | | | $ | 3.55 | | | | | $ | 3.33 | | | | | | | |

| [Management’s Report on Internal [removed: Control Over] [added: Control](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_148) [o](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_148)[ver] Financial [removed: Reporting](#i7723250b619848a8986037473e3e87e6_148)] [added: Reporting](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_148)] | | | [removed: [62](#i7723250b619848a8986037473e3e87e6_148)] [added: [58](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_148)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i7723250b619848a8986037473e3e87e6_151)] [added: Firm](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_151)] | | | [removed: [63](#i7723250b619848a8986037473e3e87e6_151)] [added: [59](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_151)] | | |

| [Consolidated Statements of [removed: Income](#i7723250b619848a8986037473e3e87e6_154)] [added: Income](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_154)] | | | [removed: [66](#i7723250b619848a8986037473e3e87e6_154)] [added: [62](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_154)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i7723250b619848a8986037473e3e87e6_157)] [added: Income](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_157)] | | | [removed: [67](#i7723250b619848a8986037473e3e87e6_157)] [added: [63](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_157)] | | |

| [Consolidated Balance [removed: Sheets](#i7723250b619848a8986037473e3e87e6_160)] [added: Sheets](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_160)] | | | [removed: [68](#i7723250b619848a8986037473e3e87e6_160)] [added: [64](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_160)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i7723250b619848a8986037473e3e87e6_166)] [added: Flows](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_166)] | | | [removed: [70](#i7723250b619848a8986037473e3e87e6_166)] [added: [66](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_166)] | | |

| [Consolidated Statements of Shareholders’ [removed: Equity](#i7723250b619848a8986037473e3e87e6_169)] [added: Equity](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_169)] | | | [removed: [72](#i7723250b619848a8986037473e3e87e6_169)] [added: [68](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_169)] | | |

| [Notes to the Consolidated Financial [removed: Statements](#i7723250b619848a8986037473e3e87e6_175)] [added: Statements](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_175)] | | | [removed: [73](#i7723250b619848a8986037473e3e87e6_175)] [added: [69](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_175)] | | |

[Table of [removed: Contents](#i7723250b619848a8986037473e3e87e6_7)][added: Contents](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_7)]

We conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, [removed: 2020] [added: 2021] 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: 2020.][added: 2021.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2020] [added: 2021] has been audited by PricewaterhouseCoopers [removed: LLP,] [added: LLP (PCAOB ID 238),] an independent registered public accounting firm, as stated in their report which is included herein.

We have audited the accompanying consolidated balance sheets of LyondellBasell Industries N.V. and its subsidiaries (the “Company”) as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] 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: 2020,] [added: 2021,] including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the [removed: Company's] [added: Company’s] internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] 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: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2020] [added: 2021] 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: 2020,] [added: 2021,] based on criteria established in I*nternal Control - Integrated Framework* (2013) issued by the COSO.

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the consolidated financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that (i) [removed: relate] [added: relates] 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: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

As described in Notes 2, 9, 10, and 16 to the consolidated financial statements, as of December 31, [removed: 2020,] [added: 2021,] the Company has recorded an income tax provision [removed: benefit] of [removed: $43] [added: $1,163] million, income tax receivables of [removed: $890] [added: $263] million, income tax payables of [removed: $67] [added: $402] million, and net deferred tax liabilities of [removed: $2,293] [added: $2,160] million related to which they have reported [removed: $339] [added: $327] million of unrecognized tax benefits.

As disclosed by management, there [removed: has been] [added: continues to be] increased [removed: attention, both in the U.S. and globally,] [added: attention] to the tax practices of multinational companies, including [removed: the] [added: U.S. tax reform proposals,] European Union’s state aid investigations, [added: Pillar One and Two] proposals by the Organization for Economic Cooperation and Development [added: (OECD)] with respect to base erosion and profit shifting, and European Union tax directives and their implementation.

The principal considerations for our determination that performing procedures relating to the provision for unrecognized tax benefits is a critical audit matter are [added: (i)] the significant judgment by management when determining provisions for unrecognized tax 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 [removed: audits.][added: audits; (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management’s timely identification of tax uncertainties; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.]

[added: These procedures also included, among others (i) testing] management’s assessment of the technical merits of tax positions and estimates of the amount of tax benefit expected to be [removed: sustained,] [added: sustained; (ii)] testing the completeness of management’s assessment of both the identification and possible outcomes of uncertain tax [removed: positions,] [added: positions;] and [added: (iii)] evaluating the status and results of tax audits with the relevant tax authorities.

If [removed: the sum of the undiscounted estimated pre-tax cash flows for] [added: it is determined that] an asset [removed: group is less than the] [added: or] asset group’s carrying [removed: value, fair] value [removed: is calculated for the asset group,] [added: exceeded its undiscounted estimated pre-tax cash flows] and [added: estimated fair value,] the [removed: carrying value] [added: asset] is written down to [removed: the calculated] [added: its estimated] fair value.

| Millions of dollars, except earnings per share | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | |

| Trade | | | $ | [removed: 26,995] [added: 45,135] | | | | | $ | [removed: 33,908] [added: 26,995] | | | | | $ | [removed: 38,126] [added: 33,908] | |

| Related parties | | | [removed: 758] [added: 1,038] | | | | | | [removed: 819] [added: 758] | | | | | | [removed: 878] [added: 819] | | |

| | | | [removed: 27,753] [added: 46,173] | | | | | | [removed: 34,727] [added: 27,753] | | | | | | [removed: 39,004] [added: 34,727] | | |

| Cost of sales | | | [removed: 24,359] [added: 37,397] | | | | | | [removed: 29,301] [added: 24,359] | | | | | | [removed: 32,529] [added: 29,301] | | |

| Selling, general and administrative expenses | | | [removed: 1,140] [added: 1,255] | | | | | | [removed: 1,199] [added: 1,140] | | | | | | [removed: 1,129] [added: 1,199] | | |

| Research and development expenses | | | [removed: 113] [added: 124] | | | | | | [removed: 111] [added: 113] | | | | | | [removed: 115] [added: 111] | | |

| | | | [removed: 26,194] [added: 39,400] | | | | | | [removed: 30,611] [added: 26,194] | | | | | | [removed: 33,773] [added: 30,611] | | |

| Operating income | | | [removed: 1,559] [added: 6,773] | | | | | | [removed: 4,116] [added: 1,559] | | | | | | [removed: 5,231] [added: 4,116] | | |

| Interest expense | | | [removed: (526)] [added: (519)] | | | | | | [removed: (347)] [added: (526)] | | | | | | [removed: (360)] [added: (347)] | | |

| Interest income | | | [removed: 12] [added: 9] | | | | | | [removed: 19] [added: 12] | | | | | | [removed: 45] [added: 19] | | |

| Other income, net | | | [removed: 85] [added: 62] | | | | | | [removed: 39] [added: 85] | | | | | | [removed: 106] [added: 39] | | |

| Income from continuing operations before equity investments and income taxes | | | [removed: 1,130] [added: 6,325] | | | | | | [removed: 3,827] [added: 1,130] | | | | | | [removed: 5,022] [added: 3,827] | | |

| Income from equity investments | | | [removed: 256] [added: 461] | | | | | | [removed: 225] [added: 256] | | | | | | [removed: 289] [added: 225] | | |

| Income from continuing operations before income taxes | | | [removed: 1,386] [added: 6,786] | | | | | | [removed: 4,052] [added: 1,386] | | | | | | [removed: 5,311] [added: 4,052] | | |

| [removed: (Benefit from) provision] [added: Provision] for [added: (benefit from)] income taxes | | | [removed: (43)] [added: 1,163] | | | | | | [removed: 648] [added: (43)] | | | | | | [removed: 613] [added: 648] | | |

| Income from continuing operations | | | [removed: 1,429] [added: 5,623] | | | | | | [removed: 3,404] [added: 1,429] | | | | | | [removed: 4,698] [added: 3,404] | | |

[Table of Contents](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_7)

[Table of Contents](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_7)

[Table of Contents](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_7)

[Table of Contents](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_7)

| Impairments | | | 624 | | | | | | 582 | | | | | | — | | |

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

[Table of Contents](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_7)

[Table of Contents](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_7)

| Millions of dollars | | | 2021 | | | | | | 2020 | | |

[Table of Contents](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_7)

[Table of Contents](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_7)

| Impairments | | | 624 | | | | | | 582 | | | | | | — | | |

[Table of Contents](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_7)

| Collateral paid for interest rate derivatives | | | — | | | | | | (238) | | | | | | — | | |

| Payment for settlement of cash flow hedges | | | (904) | | | | | | — | | | | | | — | | |

[Table of Contents](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_7)

| Other comprehensive income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 140 | | | | | | 140 | | | | | | — | | | | | | | | |

| Balance, December 31, 2021 | | | $ | 19 | | | | | $ | (965) | | | | | $ | 6,044 | | | | | $ | 8,563 | | | | | $ | (1,803) | | | | | $ | 11,858 | | | | | $ | 14 | | | | | | | |

[Table of Contents](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_7)

| 3. | | | [Revenues](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_184) | | | [80](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_184) | | |

| 5. | | | [Accounts Receivable](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_190) | | | [82](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_190) | | |

| 6. | | | [Inventories](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_193) | | | [82](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_193) | | |

| 8. | | | [Equity Investments](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_199) | | | [86](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_199) | | |

| 11. | | | [Debt](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_208) | | | [90](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_208) | | |

| 12. | | | [Leases](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_211) | | | [95](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_211) | | |

| 14. | | | [Pension and Other](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_217) [P](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_217)[ost-retirement](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_217) [Benefits](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_217) | | | [102](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_217) | | |

| 16. | | | [Income Taxes](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_226) | | | [116](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_226) | | |

[Table of Contents](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_7)

[Table of Contents](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_7)

[Table of Contents](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_7)

The product off-take in 2020 for the period subsequent to the formation of the joint venture was immaterial.

[Table of Contents](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_7)

[Table of Contents](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_7)

[Table of Contents](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_7)

Leases with a term longer than 12 months are recorded on the balance sheet as a lease asset and lease liability.

[Table of Contents](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_7)

[Table of Contents](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_7)

[Table of Contents](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_7)

[Table of Contents](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_7)

*Equity Method and Joint Ventures*—In January 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-01, *Investments—Equity Securities (Topic 321), Investments— Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815): Clarifying the Interactions between Topic 321, Topic 323, and Topic 815.*

*Change in Accounting Principle*

As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in 2019.

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

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 also included, among others, testing

*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.

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.

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.

February 25, 2021

LYONDELLBASELL INDUSTRIES N.V.

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

| Loss (gain) on sales of business and equity investments | | | 3 | | | | | | (5) | | | | | | (36) | | |

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

| Net proceeds from sales of business and equity investments | | | 15 | | | | | | 5 | | | | | | 37 | | |

| Other, net | | | (83) | | | | | | (175) | | | | | | (134) | | |

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

| Balance, December 31, 2017 | | | 31 | | | | | | (15,749) | | | | | | 10,206 | | | | | | 15,746 | | | | | | (1,285) | | | | | | 8,949 | | | | | | 1 | | | | | | | | |

| Adoption of accounting standards | | | — | | | | | | — | | | | | | — | | | | | | 95 | | | | | | (70) | | | | | | 25 | | | | | | — | | | | | | | | |

| Cancellation of Treasury shares | | | (9) | | | | | | 15,384 | | | | | | (3,165) | | | | | | (12,210) | | | | | | — | | | | | | — | | | | | | — | | | | | | | | |

| Acquisition of A. Schulman | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 22 | | | | | | | | |

| | | | | | | | | |

| 3. | | | [Revenues](#i7723250b619848a8986037473e3e87e6_190) | | | [86](#i7723250b619848a8986037473e3e87e6_190) | | |

| 5. | | | [Accounts Receivable](#i7723250b619848a8986037473e3e87e6_199) | | | [88](#i7723250b619848a8986037473e3e87e6_199) | | |

| 6. | | | [Inventories](#i7723250b619848a8986037473e3e87e6_205) | | | [88](#i7723250b619848a8986037473e3e87e6_205) | | |

| 8. | | | [Equity Investments](#i7723250b619848a8986037473e3e87e6_223) | | | [91](#i7723250b619848a8986037473e3e87e6_223) | | |

| 11. | | | [Debt](#i7723250b619848a8986037473e3e87e6_232) | | | [95](#i7723250b619848a8986037473e3e87e6_232) | | |

| 12. | | | [Leases](#i7723250b619848a8986037473e3e87e6_238) | | | [102](#i7723250b619848a8986037473e3e87e6_238) | | |

| 14. | | | [Pension and Other Postretirement Benefits](#i7723250b619848a8986037473e3e87e6_247) | | | [109](#i7723250b619848a8986037473e3e87e6_247) | | |

| 16. | | | [Income Taxes](#i7723250b619848a8986037473e3e87e6_259) | | | [124](#i7723250b619848a8986037473e3e87e6_259) | | |

| 21. | | | [Unaudited Quarterly Results](#i7723250b619848a8986037473e3e87e6_283) | | | [140](#i7723250b619848a8986037473e3e87e6_283) | | |

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: 2020,] [added: 2021,] 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: 2020] [added: 2021] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

[Table of Contents](#i7723250b619848a8986037473e3e87e6_7)

PART III

None.

[Table of Contents](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_7)

PART III

All other information required by this Item will be included in our Proxy Statement relating to our [removed: 2021] [added: 2022] 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: 2021] [added: 2022] 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: 2021] [added: 2022] 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: 2021] [added: 2022] 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: 2021] [added: 2022] Annual General Meeting of Shareholders and is incorporated herein by reference.*

| * | | | *Except for information or data specifically incorporated herein by reference under Items 10 through 14, other information and data appearing in our [removed: 2021] [added: 2022] 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.* | | |

[Table of [removed: Contents](#i7723250b619848a8986037473e3e87e6_7)][added: Contents](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_7)]

| | | | 4.1 | | | | | | [Description of the Company’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of [removed: 1934](http://www.sec.gov/Archives/edgar/data/1489393/000148939320000009/a2019q4exhibit41.htm) [](http://www.sec.gov/Archives/edgar/data/1489393/000148939320000009/a2019q4exhibit41.htm)[(incorporated] [added: 1934 (incorporated] by reference to [removed: 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] [added: Exhibit 4.1 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) | | |

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

| | | | [removed: 4.7] [added: 4.10] | | | | | | [Indenture, among LYB International Finance B.V., as issuer, LyondellBasell Industries N.V., as guarantor, and Wells Fargo Bank, National Association, as trustee, dated as of July 16, 2013 (incorporated by reference to Exhibit 4.1 to our Form 8-K filed with the SEC on July 16, 2013)](http://www.sec.gov/Archives/edgar/data/1489393/000119312513291330/d569361dex41.htm) | | |

| | | | [removed: 4.8] [added: 4.11] | | | | | | [Officer’s Certificate of LYB International Finance B.V. relating to [removed: the](http://www.sec.gov/Archives/edgar/data/1489393/000119312513291330/d569361dex42.htm) [4.000%] [added: the 4.000%] Guaranteed [removed: Notes](http://www.sec.gov/Archives/edgar/data/1489393/000119312513291330/d569361dex42.htm) [due](http://www.sec.gov/Archives/edgar/data/1489393/000119312513291330/d569361dex42.htm) [2023](http://www.sec.gov/Archives/edgar/data/1489393/000119312513291330/d569361dex42.htm)[,] [added: Notes due 2023,] dated as of July 16, 2013 (incorporated by reference to Exhibit 4.2 to our Form 8-K filed with the SEC on July 16, 2013)](http://www.sec.gov/Archives/edgar/data/1489393/000119312513291330/d569361dex42.htm) | | |

| | | | [removed: 4.9] [added: 4.12] | | | | | | [Form of LYB International Finance B.V.’s 4.000% Guaranteed [removed: Note](http://www.sec.gov/Archives/edgar/data/1489393/000119312513291330/d569361dex42.htm)[s](http://www.sec.gov/Archives/edgar/data/1489393/000119312513291330/d569361dex42.htm) [due] [added: Notes due] 2023 (incorporated by reference to Exhibit 4.2 to our Form 8-K filed with the SEC on July 16, 2013)](http://www.sec.gov/Archives/edgar/data/1489393/000119312513291330/d569361dex42.htm) | | |

[Table of [removed: Contents](#i7723250b619848a8986037473e3e87e6_7)][added: Contents](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_7)]

| | | | [removed: 4.10] [added: 4.13] | | | | | | [Officer’s Certificate of LYB International Finance B.V. relating to [removed: the](http://www.sec.gov/Archives/edgar/data/1489393/000119312513291330/d569361dex43.htm) [5.250%] [added: the 5.250%] Guaranteed Notes due [removed: 2043](http://www.sec.gov/Archives/edgar/data/1489393/000119312513291330/d569361dex43.htm)[,] [added: 2043,] dated as of July 16, 2013 (incorporated by reference to Exhibit 4.3 to our Form 8-K filed with the SEC on July 16, 2013)](http://www.sec.gov/Archives/edgar/data/1489393/000119312513291330/d569361dex43.htm) | | |

| | | | [removed: 4.11] [added: 4.14] | | | | | | [Form of LYB International Finance B.V.’s 5.250% Guaranteed [removed: Note](http://www.sec.gov/Archives/edgar/data/1489393/000119312513291330/d569361dex43.htm)[s](http://www.sec.gov/Archives/edgar/data/1489393/000119312513291330/d569361dex43.htm) [due] [added: Notes due] 2043 (incorporated by reference to Exhibit 4.3 to our Form 8-K filed with the SEC on July 16, 2013)](http://www.sec.gov/Archives/edgar/data/1489393/000119312513291330/d569361dex43.htm) | | |

| | | | [removed: 4.12] [added: 4.15] | | | | | | [Officer’s Certificate of LYB International Finance B.V. relating to [removed: the](http://www.sec.gov/Archives/edgar/data/1489393/000119312514074841/d683594dex42.htm) [4.875%] [added: the 4.875%] Guaranteed Notes due [removed: 2044](http://www.sec.gov/Archives/edgar/data/1489393/000119312514074841/d683594dex42.htm)[,] [added: 2044,] dated as of February 28, 2014 (incorporated by reference to Exhibit 4.2 to our Form 8-K filed with the SEC on February 28. 2014)](http://www.sec.gov/Archives/edgar/data/1489393/000119312514074841/d683594dex42.htm) | | |

| | | | [removed: 4.13] [added: 4.16] | | | | | | [Form of LYB International Finance B.V.’s 4.875% Guaranteed Notes due 2044 (incorporated by reference to Exhibit 4.2 to our Form 8-K filed with the SEC on February 28. 2014)](http://www.sec.gov/Archives/edgar/data/1489393/000119312514074841/d683594dex42.htm) | | |

| | | | [removed: 4.14] [added: 4.17] | | | | | | [Indenture, among LYB International Finance II B.V., as Issuer, LyondellBasell Industries N.V., as Guarantor, and Deutsche Bank Trust Company Americas, as Trustee, dated as of March 2, 2016 (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on March 2, 2016)](http://www.sec.gov/Archives/edgar/data/1489393/000119312516490202/d153107dex41.htm) | | |

| | | | [removed: 4.15] [added: 4.18] | | | | | | [Officer’s Certificate of LYB International Finance II B.V. relating to the 3.500% Guaranteed Notes due 2027, dated as of March 2, 2017 (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on March 2, 2017)](http://www.sec.gov/Archives/edgar/data/1489393/000119312517067870/d355898dex42.htm) | | |

| | | | [removed: 4.16] [added: 4.19] | | | | | | [Form of LYB International Finance II B.V.’s 3.500% Guaranteed Notes due 2027 (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on March 2, 2017 and included in Exhibit A thereto)](http://www.sec.gov/Archives/edgar/data/1489393/000119312517067870/d355898dex42.htm) | | |

| | | | [removed: 4.17] [added: 4.7] | | | | | | [Indenture, between LyondellBasell Industries N.V. as Company and Wells Fargo Bank, National Association, as Trustee dated as of March 5, 2015 (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on March 5, 2015)](http://www.sec.gov/Archives/edgar/data/1489393/000119312515078297/d884357dex41.htm) | | |

| | | | [removed: 4.18] [added: 4.8] | | | | | | [Officer’s Certificate of LyondellBasell Industries, N.V. relating to the 4.625% Senior Notes due 2055, dated as of March 5, 2015 (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on March 5, 2015)](http://www.sec.gov/Archives/edgar/data/1489393/000119312515078297/d884357dex42.htm) | | |

| | | | [removed: 4.19] [added: 4.9] | | | | | | [Form of LyondellBasell Industries N.V.’s 4.625% Senior Notes due 2055 (incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K filed with the SEC on March 5, 2015 and included in Exhibit 4.2 thereto)](http://www.sec.gov/Archives/edgar/data/1489393/000119312515078297/d884357dex42.htm) | | |

| | | | 4.26 | | | | | | [Officer’s Certificate of LYB International Finance III, LLC relating to [removed: the 2.875% Guaranteed Notes due 2025, 3.375%] [added: the](http://www.sec.gov/Archives/edgar/data/1489393/000148939320000017/exhibit42apr2020debtbr.htm) [3.375%] Guaranteed Notes due 2030, and 4.200% Guaranteed Notes due 2050 dated as of April 20, 2020 (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on April 21, 2020)](http://www.sec.gov/Archives/edgar/data/1489393/000148939320000017/exhibit42apr2020debtbr.htm) | | |

| | | | 4.27 | | | | | | [Form of LYB International Finance III, LLC’s [removed: 2.875%] [added: 3.375%] Guaranteed Notes due [removed: 2025] [added: 2030] (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on April 21, 2020)](http://www.sec.gov/Archives/edgar/data/1489393/000148939320000017/exhibit42apr2020debtbr.htm) | | |

| | | | 4.28 | | | | | | [Form of LYB International Finance III, LLC’s [removed: 3.375%] [added: 4.200%] Guaranteed Notes due [removed: 2030] [added: 2050] (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on April 21, 2020)](http://www.sec.gov/Archives/edgar/data/1489393/000148939320000017/exhibit42apr2020debtbr.htm) | | |

| | | | [removed: 4.29] [added: 4.30] | | | | | | [Form of LYB International Finance III, LLC’s [removed: 4.200%] [added: 1.250%] Guaranteed Notes due [removed: 2050] [added: 2025] (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on [removed: April 21, 2020)](http://www.sec.gov/Archives/edgar/data/1489393/000148939320000017/exhibit42apr2020debtbr.htm)] [added: October 8, 2020)](http://www.sec.gov/Archives/edgar/data/1489393/000148939320000054/exhibit422020octdebt8-k.htm)] | | |

| | | | [removed: 4.30] [added: 4.29] | | | | | | [Officer’s Certificate of LYB International Finance III, LLC relating to [removed: the Guaranteed Floating Rate Notes due 2023, 1.250%] [added: the](http://www.sec.gov/Archives/edgar/data/1489393/000148939320000054/exhibit422020octdebt8-k.htm) [1.250%] Guaranteed Notes due 2025, 2.250% Guaranteed Notes due 2030, 3.375% Guaranteed Notes due 2040, 3.625% Guaranteed Notes due 2051, and 3.800% Guaranteed Notes due 2060, dated as of October 8, 2020 (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on October 8, 2020)](http://www.sec.gov/Archives/edgar/data/1489393/000148939320000054/exhibit422020octdebt8-k.htm) | | |

| | | | 4.31 | | | | | | [Form of LYB International Finance III, LLC’s [added: 2.250%] Guaranteed [removed: Floating Rate] Notes due [removed: 2023] [added: 2030] (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on October 8, 2020)](http://www.sec.gov/Archives/edgar/data/1489393/000148939320000054/exhibit422020octdebt8-k.htm) | | |

| | | | 4.32 | | | | | | [Form of LYB International Finance III, LLC’s [removed: 1.250%] [added: 3.375%] Guaranteed Notes due [removed: 2025] [added: 2040] (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on October 8, 2020)](http://www.sec.gov/Archives/edgar/data/1489393/000148939320000054/exhibit422020octdebt8-k.htm) | | |

| | | | 4.33 | | | | | | [Form of LYB International Finance III, LLC’s [removed: 2.250%] [added: 3.625%] Guaranteed Notes due [removed: 2030] [added: 2051] (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on October 8, 2020)](http://www.sec.gov/Archives/edgar/data/1489393/000148939320000054/exhibit422020octdebt8-k.htm) | | |

| | | | 4.34 | | | | | | [Form of LYB International Finance III, LLC’s [removed: 3.375%] [added: 3.800%] Guaranteed Notes due [removed: 2040] [added: 2060] (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on October 8, 2020)](http://www.sec.gov/Archives/edgar/data/1489393/000148939320000054/exhibit422020octdebt8-k.htm) | | |

| | | | [removed: 4.35] [added: 10.5+] | | | | | | [removed: [Form of LYB International Finance III, LLC’s 3.625% Guaranteed Notes due 2051] [added: [Letter to Torkel Rhenman dated July 22, 2020] (incorporated by reference to Exhibit [removed: 4.2] [added: 10.5] to our [removed: Current] [added: Quarterly] Report on Form [removed: 8-K] [added: 10-Q] filed with the SEC on October [removed: 8, 2020)](http://www.sec.gov/Archives/edgar/data/1489393/000148939320000054/exhibit422020octdebt8-k.htm)] [added: 30, 2020)](http://www.sec.gov/Archives/edgar/data/1489393/000148939320000068/a2020q3exhibit105.htm)] | | |

| | | | 10.1+ | | | | | | [removed: [Employment Agreement by and among Bhavesh V. Patel, Lyondell Chemical Company and LyondellBasell Industries, N.V.,] [added: [Offer Letter] dated [removed: as of] December [removed: 18, 2014] [added: 8, 2021 between](http://www.sec.gov/Archives/edgar/data/1489393/000110465921148833/tm2134937d1_ex10-1.htm) [Peter](http://www.sec.gov/Archives/edgar/data/1489393/000110465921148833/tm2134937d1_ex10-1.htm) [Vanacker and LyondellBasell Industries N.V.] (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on December [removed: 22, 2014)](http://www.sec.gov/Archives/edgar/data/1489393/000119312514448974/d841043dex101.htm)] [added: 13, 2021)](http://www.sec.gov/Archives/edgar/data/1489393/000110465921148833/tm2134937d1_ex10-1.htm)] | | |

| | | | 10.2+ | | | | | | [removed: [Amendment to Employment Agreement by] [added: [Offer Letter dated October 10, 2019 between Michael McMurray] and [removed: among] Lyondell Chemical [removed: Company, LyondellBasell Industries N.V. and Bhavesh V. Patel] [added: Company] (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on [removed: March 9, 2017)](http://www.sec.gov/Archives/edgar/data/1489393/000119312517076318/d336962dex101.htm)] [added: October 15, 2019)](http://www.sec.gov/Archives/edgar/data/1489393/000148939319000060/exh101.htm)] | | |

| | | | [removed: 10.3+] [added: 10.10+] | | | | | | [removed: [Amendment No. 2 to Employment Agreement by and among Lyondell Chemical Company, LyondellBasell Industries, N.V.,] [added: [Form of Officer] and [removed: Bhavesh V. Patel] [added: Director Indemnification Agreement] (incorporated by reference to Exhibit [removed: 10.3] [added: 10.12] to our Annual Report on Form 10-K filed with the SEC on February 21, [removed: 2019)](http://www.sec.gov/Archives/edgar/data/1489393/000148939319000011/a2018q4exhibit103.htm)] [added: 2019)](http://www.sec.gov/Archives/edgar/data/1489393/000148939319000011/a2018q4exhibit1012.htm)] | | |

| | | | 10.4+ | | | | | | [Offer Letter dated [removed: October 10,] [added: May 17,] 2019 between [removed: Michael McMurray] [added: Torkel Rhenman] and Lyondell Chemical Company (incorporated by reference to Exhibit [removed: 10.1 to] [added: 10.7 of] our [removed: Current] [added: Annual] Report on Form [removed: 8-K] [added: 10-K] filed with the SEC on [removed: October 15, 2019)](http://www.sec.gov/Archives/edgar/data/1489393/000148939319000060/exh101.htm)] [added: February 20, 2020)](http://www.sec.gov/Archives/edgar/data/1489393/000148939320000009/a2019q4exhibit107.htm)] | | |

| | | | [removed: 10.5+] [added: 10.3+] | | | | | | [Offer Letter dated May 17, 2019 between Kenneth T. Lane and Lyondell Chemical Company (incorporated by reference to Exhibit 10.6 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/a2019q4exhibit106.htm) | | |

| | | | [removed: 10.6+] [added: 10.12+] | | | | | | [removed: [Offer Letter dated May 17, 2019 between Torkel Rhenman and Lyondell Chemical Company] [added: [2020 Form of Restricted Stock Unit Award Agreement] (incorporated by reference to Exhibit [removed: 10.7] [added: 10.19] of our Annual Report on Form 10-K filed with the SEC on February 20, [removed: 2020)](http://www.sec.gov/Archives/edgar/data/1489393/000148939320000009/a2019q4exhibit107.htm)] [added: 2020)](http://www.sec.gov/Archives/edgar/data/1489393/000148939320000009/a2019q4exhibit1019.htm)] | | |

| | | | [removed: 10.7+] [added: 10.22+] | | | | | | [removed: [Letter to Torkel Rhenman dated July 22, 2020] [added: [Form of Director Restricted Stock Unit Award Agreement] (incorporated by reference to Exhibit [removed: 10.5 to] [added: 10.1 of] our Quarterly Report on Form 10-Q filed with the SEC on [removed: October 30, 2020)](http://www.sec.gov/Archives/edgar/data/1489393/000148939320000068/a2020q3exhibit105.htm)] [added: July 31, 2020)](http://www.sec.gov/Archives/edgar/data/1489393/000148939320000049/a2020q2exhibit101.htm)] | | |

| | | | [removed: 10.8+] [added: 10.6+] | | | | | | [LyondellBasell U.S. Senior Management Deferral Plan dated effective as of May 1, 2012 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on March 1, 2012)](http://www.sec.gov/Archives/edgar/data/1489393/000119312512091181/d309948dex101.htm) | | |

| | | | [removed: 10.9+] [added: 10.7+] | | | | | | [First Amendment to the LyondellBasell U.S. Senior Management Deferral Plan dated effective as of January 1, 2013 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on April 30, 2013)](http://www.sec.gov/Archives/edgar/data/1489393/000119312513185233/d531452dex101.htm) | | |

| | | | [removed: 10.10+] [added: 10.8+] | | | | | | [LyondellBasell Executive Severance Plan, Amended & Restated, [removed: Effective] [added: effective] as of [removed: June 1, 2015] [added: December 13, 2021] and Form of Participation Agreement (incorporated by reference to Exhibit [removed: 10.1] [added: 10.3] to our Current Report on Form 8-K filed with the SEC on [removed: June 5, 2015)](http://www.sec.gov/Archives/edgar/data/1489393/000119312515215014/d937087dex101.htm)] [added: December 13, 2021)](http://www.sec.gov/Archives/edgar/data/1489393/000110465921148833/tm2134937d1_ex10-3.htm)] | | |

| | | | [removed: 10.11+] [added: 10.13+] | | | | | | [removed: [Form] [added: [2020 Form] of [removed: Officer and Director Indemnification] [added: Performance Share Unit Award] Agreement (incorporated by reference to Exhibit [removed: 10.12 to] [added: 10.20 of] our Annual Report on Form 10-K filed with the SEC on February [removed: 21, 2019)](http://www.sec.gov/Archives/edgar/data/1489393/000148939319000011/a2018q4exhibit1012.htm)] [added: 20, 2020)](http://www.sec.gov/Archives/edgar/data/1489393/000148939320000009/a2019q4exhibit1020.htm)] | | |

| | | | [removed: 10.12+] [added: 10.11+] | | | | | | [LyondellBasell Industries Long Term Incentive Plan (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on May [removed: 31, 2019)](http://www.sec.gov/Archives/edgar/data/1489393/000148939319000034/exh101.htm)] [added: 28, 2021)](http://www.sec.gov/Archives/edgar/data/1489393/000148939321000019/exhibit101_2021mayagm8-k.htm)] | | |

| | | | [removed: 10.13+] [added: 10.15+] | | | | | | [removed: [2017] [added: [2021] Form of Restricted Stock Unit [added: Award] Agreement (incorporated by reference to Exhibit [removed: 10.2] [added: 10.1] to our [removed: Current] [added: Quarterly] Report on Form [removed: 8-K] [added: 10-Q] filed with the SEC on [removed: February 23, 2017)](http://www.sec.gov/Archives/edgar/data/1489393/000119312517054011/d352272dex102.htm)] [added: April 30, 2021)](http://www.sec.gov/Archives/edgar/data/1489393/000148939321000014/a2021q1exhibit101.htm)] | | |

| | | | [removed: 10.14+] [added: 10.16+] | | | | | | [removed: [2017] [added: [2021] Form of Performance Share Unit [added: Award] Agreement (incorporated by reference to Exhibit [removed: 10.3] [added: 10.2] to our [removed: Current] [added: Quarterly] Report on Form [removed: 8-K] [added: 10-Q] filed with the SEC on [removed: February 23, 2017)](http://www.sec.gov/Archives/edgar/data/1489393/000119312517054011/d352272dex103.htm)] [added: April 30, 2021)](http://www.sec.gov/Archives/edgar/data/1489393/000148939321000014/a2021q1exhibit102.htm)] | | |

[Table of Contents](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_7)

[Table of Contents](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_7)

| | | | 10.9+ | | | | | | [Form of Executive Severance Plan Participation Agreement between Lyondell Chemical Company and](http://www.sec.gov/Archives/edgar/data/1489393/000110465921148833/tm2134937d1_ex10-4.htm) [](http://www.sec.gov/Archives/edgar/data/1489393/000110465921148833/tm2134937d1_ex10-4.htm)[Peter](http://www.sec.gov/Archives/edgar/data/1489393/000110465921148833/tm2134937d1_ex10-4.htm) [Vanacker (incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K filed with the SEC on December 13, 2021)](http://www.sec.gov/Archives/edgar/data/1489393/000110465921148833/tm2134937d1_ex10-4.htm) | | |

[Table of Contents](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_7)

[Table of Contents](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_7)

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

| | | | Exhibit Number | | | | | | Description | | |

| | | | 4.36 | | | | | | [Form of LYB International Finance III, LLC’s 3.800% Guaranteed Notes due 2060 (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on October 8, 2020)](http://www.sec.gov/Archives/edgar/data/1489393/000148939320000054/exhibit422020octdebt8-k.htm) | | |

| | | | 10.18+ | | | | | | [2019 Form of Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.19 to our Annual Report on Form 10-K filed with the SEC on February 21, 2019)](http://www.sec.gov/Archives/edgar/data/1489393/000148939319000011/a2018q4exhibit1019.htm) | | |

| | | | 10.19+ | | | | | | [2020 Form of Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.19 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/a2019q4exhibit1019.htm) | | |

| | | | 10.20+ | | | | | | [2020 Form of Performance Share Unit Award Agreement (incorporated by reference to Exhibit 10.20 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/a2019q4exhibit1020.htm) | | |

| | | | 10.21+ | | | | | | [2020 Form of Non-Qualified Stock Option Award Agreement (incorporated by reference to Exhibit 10.21 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/a2019q4exhibit1021.htm) | | |

| | | | 10.25+ | | | | | | [Form of Director Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.1 of our Quarterly Report on Form 10-Q filed with the SEC on July 31, 2020)](http://www.sec.gov/Archives/edgar/data/1489393/000148939320000049/a2020q2exhibit101.htm) | | |

| | | | 10.27 | | | | | | [Amendment No. 1 to the Amended and Restated Credit Agreement, dated June 3, 2016, among LyondellBasell Industries N.V. and LYB Americas Finance Company, as Borrowers, Bank of America, N.A., as Administrative Agent, and the lender parties thereto (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on June 6, 2016)](http://www.sec.gov/Archives/edgar/data/1489393/000119312516614125/d193246dex102.htm) | | |

| | | | 10.31 | | | | | | [Consent Agreement, dated June 5, 2015, among LyondellBasell Industries N.V. and LYB Americas Finance Company, as Borrowers, Bank of America, N.A., as Administrative Agent and the lender parties thereto (incorporated by reference to Exhibit 10 to our Current Report on Form 8-K filed with the SEC on June 9, 2015)](http://www.sec.gov/Archives/edgar/data/1489393/000119312515218014/d939800dex10.htm) | | |

| | | | 10.32 | | | | | | [Consent Agreement, dated June 3, 2016, among LyondellBasell Industries N.V. and LYB Americas Finance Company, as Borrowers, Bank of America, N.A., as Administrative Agent and the lender parties thereto (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on June 6, 2016)](http://www.sec.gov/Archives/edgar/data/1489393/000119312516614125/d193246dex101.htm) | | |

| | | | 10.33 | | | | | | [Consent Agreement, dated June 5, 2017, among LyondellBasell Industries N.V. and LYB Americas Finance Company LLC, as Borrowers, Bank of America, N.A., as Administrative Agent and the lender parties thereto (incorporated by reference to Exhibit 10 to our Current Report on Form 8-K filed with the SEC on June 7, 2017)](http://www.sec.gov/Archives/edgar/data/1489393/000119312517197177/d407592dex10.htm) | | |

| | | | 10.34 | | | | | | [Three-Year Credit Agreement, dated March 29, 2019 among LyondellBasell Industries N.V., as Guarantor, LYB Americas Finance Company LLC, as Borrower, Bank of America, N.A., as Administrative Agent, and the lender parties thereto (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on March 29, 2019)](http://www.sec.gov/Archives/edgar/data/1489393/000148939319000016/exhibit101.htm) | | |

| | | | 10.35 | | | | | | [Amendment No. 1 to the Three-Year Credit Agreement, dated April 14, 2020, among LyondellBasell Industries N.V. as Guarantor, LYB Americas Finance Company LLC, as Borrower, Bank of America, N.A., as Administrative Agent, and the lender parties thereto (incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K filed with the SEC on April 15, 2020)](http://www.sec.gov/Archives/edgar/data/1489393/000110465920046638/tm2015791d1_ex10-2.htm) | | |

| | | | 10.36 | | | | | | [Amendment No. 2 to the Three-Year Credit Agreement, dated October 8, 2020, among LyondellBasell Industries N.V. as Guarantor, LYB Americas Finance Company LLC, as Borrower, and Bank of America, N.A., as Administrative Agent, and the lender parties thereto (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on October 8, 2020)](http://www.sec.gov/Archives/edgar/data/1489393/000148939320000054/exhibit1022020octdebt8.htm) | | |

| | | | 10.41 | | | | | | [Acknowledgement of Amendment to Receivables Purchase Agreement, dated October 8, 2020, among Lyondell Chemical Company, as servicer, LYB Receivables LLC, as seller, the conduit purchasers, related committed purchasers, LC participants and purchaser agents party thereto, the other parties thereto and Mizuho Bank, Ltd., as Administrator and LC Bank (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed with the SEC on October 8, 2020)](http://www.sec.gov/Archives/edgar/data/1489393/000148939320000054/exhibit1032020octdebt8.htm) | | |

| | | | 10.42 | | | | | | [Purchase and Sale Agreement, dated September 11, 2012, by and among Lyondell Chemical Company, Equistar Chemicals, LP and LyondellBasell Acetyls, LLC, the other originators from time to time parties thereto, Lyondell Chemical Company, as initial servicer and LYB Receivables LLC,](http://www.sec.gov/Archives/edgar/data/1489393/000119312512392129/d412039dex102.htm) [](http://www.sec.gov/Archives/edgar/data/1489393/000119312512392129/d412039dex102.htm)[as buyer (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on September 14, 2012)](http://www.sec.gov/Archives/edgar/data/1489393/000119312512392129/d412039dex102.htm) | | |

| | | | 10.43 | | | | | | [Membership Interest Purchase Agreement, dated as of October 1, 2020, among Sasol Chemicals (USA) LLC, Louisiana Integrated PolyEthylene JV LLC, LyondellBasell LC Offtake LLC, and solely for the purposes of Section 2.07, Lyondell Chemical Company, and, solely for the purposes of Section 6.05, Sasol Limited (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on October 2, 2020)](http://www.sec.gov/Archives/edgar/data/1489393/000110465920111405/tm2032198d1_ex10-1.htm) | | |

[Table of [removed: Contents](#i7723250b619848a8986037473e3e87e6_7)][added: Contents](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_7)]

| | | | | | | | | | Title: | | | [removed: Chief] [added: Interim Chief] Executive [removed: Officer] [added: Officer] | | |

| [added: Kenneth Lane] | | | (*Principal Executive Officer*) | | | | | |