LyondellBasell Industries (LYB) 10-K risk factor changes: FY2022 vs FY2021

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

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

If our raw material or utility supplies were disrupted, our businesses [removed: may] [added: would likely] incur increased costs to procure alternative supplies or incur excessive downtime, which would have a negative impact on plant operations.

As of December 31, [removed: 2021,] [added: 2022,] we had no borrowings or letters of credit outstanding under the facility and [removed: $204] [added: $200] million, net of discount, outstanding under our commercial paper program, leaving an unused and available credit capacity of [removed: $3,046] [added: $3,050] million.

As of December 31, [removed: 2021,] [added: 2022,] we had availability of [removed: $900] [added: $794] million under this facility.

[removed: If we were to incur a significant liability for which we were not fully insured, we might not be able to finance the] amount of the uninsured liability on terms acceptable to us or at all, and might be obligated to divert a significant portion of our cash flow from normal business operations.

While we have [added: management systems,] procedures and controls to manage [removed: safety] [added: these] risks, issues could be created by events outside of our control, including natural disasters, severe weather events and acts of sabotage.

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

[removed: Although we take precautions to enhance the safety of our operations and minimize the risk of disruptions, our] [added: Our] operations are subject to hazards inherent in chemical manufacturing and refining and the related storage and transportation of raw materials, products and wastes.

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

Some of these hazards may cause severe damage to or destruction of property and [removed: equipment or] [added: equipment,] personal [removed: injury and] [added: injury,] loss of [removed: life and may result in] [added: life, environmental damage, legal liability resulting from government action or litigation, loss of revenue,] suspension of operations or the shutdown of affected facilities.

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

[removed: Integration] [added: Acquisitions or dispositions] of [removed: acquisitions] [added: assets or businesses] could disrupt our business and harm our financial condition and stock price.

We may face liability arising out of the normal course of business, including alleged personal injury or property damage due to exposure to chemicals or other hazardous substances at our current or former [removed: facilities] [added: facilities,] or [added: exposure to products or] chemicals that we manufacture, handle or own.

We are subject to extensive national, regional, state and local environmental laws, regulations, directives, rules and ordinances [removed: concerning:][added: concerning pollution, protection of the environment, hazardous materials, health and safety, the security of our facilities, and the safety of our products.]

Any substantial liability [removed: for environmental damage] [added: under such laws] could have a material adverse effect on our financial condition, results of operations and cash flows.

There has been a broad range of proposed or promulgated international, national and state laws focusing on greenhouse gas (“GHG”) [removed: reduction.][added: emission reduction and global climate change.]

In [added: the U.S., addressing climate change is a stated priority of President Biden, and in] February 2021, the U.S. recommitted to the Paris Agreement after having withdrawn in August 2017.

[removed: Other regions] [added: Jurisdictions] in which we operate, including, in particular, the European [removed: Union,] [added: Union (EU),] are preparing national legislation and protection plans to implement their emission reduction commitments under the [added: Paris] Agreement.

[removed: 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 [removed: CO2] [added: carbon] emissions by 45% by 2030.

[removed: Addressing climate change is a stated priority of President Biden and as such additional] [added: Additional] regulations [removed: and legislation are likely to] [added: could] be forthcoming at the U.S. federal or state level that could result in increased operating costs for compliance, [removed: or] required acquisition or trading of emission [removed: allowances.][added: allowances, or compliance costs associated with additional regulatory frameworks for a range of potential carbon reduction projects, including carbon capture, use, and sequestration projects.]

Compliance with [removed: these] [added: climate] regulations may result in increased permitting necessary for the operation of our business or for any of our growth plans.

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

Initiatives by governments and private interest groups will potentially [removed: require] [added: result in] increased toxicological testing and risk assessments of a wide variety of chemicals, including chemicals used or produced by us.

Assessments under [removed: NTP,] [added: TSCA,] REACH or similar programs or regulations in other [added: state or national] jurisdictions may result in heightened concerns about the chemicals we use or produce and may result in additional requirements [added: or bans] being placed on the production, handling, labeling or use of those chemicals.

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

Additionally, plastics have recently faced increased public backlash and [removed: scrutiny.][added: scrutiny, as well as governmental investigations and enforcement, and private litigation.]

The European [removed: Commission] [added: Union] has been undertaking a series of actions under its [removed: Strategy for Plastics in a] Circular [removed: Economy,] [added: Economy Action Plan,] including adoption of the Single Use Plastics Directive in 2019, which introduced policy measures for single use plastics including bans, product design requirements, extended producer responsibility obligations, and labeling [removed: requirements.][added: requirements, and adoption of a proposed Packaging and Packaging Waste Regulation in 2022.]

In addition, a host of single-use plastic bans and taxes have been passed by countries around the world and [removed: counties] [added: states] and municipalities throughout the U.S. [removed: Increased] [added: Consumer deselection, increased] regulation of, or prohibition on, the [added: manufacturing or] use of [removed: certain] plastic [added: or plastic] products could [added: limit the use of these products or] increase the costs incurred by our customers to use such [removed: products or otherwise limit the use of these] products, and could lead to a decrease in demand for PE, PP, and other products we make.

Failure to effectively and timely achieve our [removed: climate-related] [added: GHG emissions reduction] goals could [added: damage our reputation and] have an adverse effect on the demand for our products.

Our ability to achieve these goals depends on many factors, including [added: the availability of technology,] our ability to [added: secure permits and emissions credits, evolving regulatory requirements, competitor actions, customer preferences, and 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.

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

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

[removed: These measures] [added: In early 2020, responses to the COVID-19 pandemic] caused significant economic disruption and adversely impacted the global economy, leading to reduced consumer spending and volatility in the global financial and commodities markets.

[removed: A] [added: The] return to [removed: more ordinary course of] [added: pre-pandemic] economic activity [removed: is dependent] [added: continues to depend] on the [removed: duration and] severity [removed: of the COVID-19 pandemic, including the severity] and transmission rate of the virus, the [removed: extent and effectiveness of containment efforts, including the spread of virus variants such as Delta and Omicron, the availability and] [added: continued] effectiveness of vaccines and treatments, and [removed: future] policy decisions made by governments [removed: across the globe as they react] [added: in reaction] to evolving local [removed: and global] conditions.

[removed: An extended period of] [added: Any further] global supply chain [removed: and] [added: or] economic disruption as a result of [removed: the] COVID-19 [removed: pandemic] could have a material negative impact on our business, results of operations, access to sources of liquidity and financial condition.

Our future success will depend in part on our ability to [added: develop new technologies and] protect our intellectual property rights, and our inability to do so could reduce our ability to maintain our competitiveness and margins.

[removed: These] [added: Our] patents and patent applications, together with proprietary technical know-how, are significant to our competitive position, particularly with regard to PO, intermediate chemicals, polyolefins, licensing and catalysts.

For example during 2022, increases in costs for energy and raw materials, and the related decline in demand for our products, resulted in the reduction of operating rates or delayed restart of operations at several of our sites in Europe.

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If we were to incur a significant liability for which we were not fully insured, we might not be able to finance the

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Failure to appropriately manage occupational safety, process safety, product safety, human health, product liability and environmental risks inherent in the chemical and refining businesses and associated with our products, product life cycles and production processes could result in unexpected incidents including releases, fires, or explosions resulting in personal injury, loss of life, environmental damage, loss of revenue, legal liability, and/or operational disruption.

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For example, in April 2022, the Finance Committee of the Board of Directors of the Company approved a plan to exit the refining business, resulting in the recognition of $187 million of expense.

See Notes 7, 12 and 20 to the Consolidated Financial Statements for additional information regarding the planned exit.

We continually evaluate the performance and strategic fit of all of our businesses and evaluate whether our businesses would benefit from acquisitions to enhance growth or dispositions that would align our footprint with our overall business strategy.

These transactions pose risks and challenges that could negatively impact our business and financial statements.

Dispositions of assets or businesses involve risks, including difficulties in the separation of operations, services, products and personnel, the diversion of management's attention from other business concerns, the disruption of our business, the potential loss of key employees and the retention of uncertain environmental or other contingent liabilities related to the divested business.

In addition, they may result in significant asset impairment charges, including those related to goodwill and other intangible assets, which could have a material adverse effect on our financial condition and results of operations.

For example, in April 2022 we agreed to the sale of our Australian polypropylene business that resulted in a $69 million non-cash impairment charge, which impacted earnings.

In the event we are unable to successfully divest a business or product line, we may be forced to wind down such business or product line, which could materially and adversely affect our results of operations and financial condition.

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We cannot assure you that we will be successful in managing these or any other significant risks that we encounter in acquiring or divesting a business or product line, and any transaction we undertake could materially and adversely affect our business, financial condition, results of operations and cash flows, and may also result in a diversion of management attention, operational difficulties and losses.

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The Company operates in multiple jurisdictions with complex legal and tax regulatory environments and is subject to taxes in the U.S. and non-U.S. jurisdictions.

Significant changes to tax laws and regulations in these jurisdictions or their interpretation could have a material impact on our effective income tax rate.

Our future effective income tax rates could also fluctuate 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, and changes in unrecognized tax benefits associated with uncertain tax positions.

Our tax returns are periodically audited or subjected to review by tax authorities, and any adverse result of these examinations could also have an impact on our effective income tax rate and our results of operations.

We regularly evaluate the likelihood of an adverse result of an examination, however, there is no assurance as to the ultimate outcome and impact.

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We generally expect that these requirements are likely to become more stringent over time.

Changes to such laws could result in restrictions on our operations, denial of permits, loss of business opportunities, increased operating costs or additional capital expenditures.

We could incur significant costs or operational restrictions due to violations of or liabilities under such laws and regulations in the form of fines, penalties, and injunctive relief.

In June 2021, the European Climate Law set legally binding targets of net zero GHG emissions by 2050, and a 55% reduction in GHG emissions by 2030.

In December 2022, the EU announced forthcoming regulations to support the 2030 climate target, including a revision of the EU Emissions Trading System (ETS), and the introduction of a Carbon Border Adjustment Mechanism.

Our operations in Europe participate in the ETS and we meet our obligations through a combination of free and purchased emission allowances.

We anticipate the forthcoming regulations will result in an accelerated reduction of our free allowances and higher market prices for purchased allowances.

These and other future regulations could result in increased costs, additional capital expenditures, and/or restrictions on operations.

The U.S. Environmental Protection Agency as well as several state governments have promulgated regulations directed at GHG emissions reductions from certain types of facilities.

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New or revised legislation or regulations could result in additional use restrictions and/or bans of certain chemicals.

For example, in the EU, the European Commission as part of its Green Deal published the Chemicals Strategy for Sustainability Towards a Toxic-Free Environment (“CSS”).

The CSS sets forth far-reaching plans for introducing significant changes to the EU regulatory frameworks for chemicals including the Regulation on Registration, Evaluation, Authorization and Restriction of Chemicals (“REACH”), and the Classification, Labelling and Packaging Regulation (“CLP”) that could result in increased compliance costs, additional restrictions, and/or bans of chemicals used or produced by us.

In the U.S., changes to the U.S. Environmental Protection Agency’s risk evaluation process under the Toxic Substances Control Act (“TSCA”) could also result in additional restrictions and/or bans of chemicals used or produced by us.

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For example, on March 2, 2022, the United Nations Environment Assembly adopted a resolution to develop a new international legally binding instrument on plastic pollution with the ambition to complete the negotiations by the end of 2024.

Failure to appropriately manage safety, human health, product liability and environmental risks associated with our products, product life cycles and production processes could adversely impact employees, communities, stakeholders, our reputation and our results of operations.

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.

We have made and may continue to make acquisitions in order to enhance our business.

We are a tax resident in the United Kingdom and are subject to the United Kingdom corporate income tax system.

LyondellBasell Industries N.V. has little or no taxable income of its own because, as a holding company, it does not conduct any operations.

Through our subsidiaries, we have substantial operations world-wide.

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

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

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.

- emissions to the air;

- discharges onto land or surface waters or into groundwater; and

- the generation, handling, storage, transportation, treatment, disposal and remediation of hazardous substances and waste materials.

Many of these laws and regulations provide for substantial fines and potential criminal sanctions for violations.

Some of these laws and regulations are subject to varying and conflicting interpretations.

In addition, some of these laws and regulations require us to meet specific financial responsibility requirements.

Although we have compliance programs and other processes intended to ensure compliance with all such regulations, we are subject to the risk that our compliance with such regulations could be challenged.

Non-compliance with certain of these regulations could result in the incurrence of additional costs, penalties or assessments that could be material.

Our industry is subject to extensive government regulation, and existing, or future regulations may restrict our operations, increase our costs of operations or require us to make additional capital expenditures.

Compliance with regulatory requirements will result in higher operating costs, such as regulatory requirements relating to emissions, the security of our facilities, and the transportation, export or registration of our products.

We generally expect that regulatory controls worldwide will become increasingly more demanding, but cannot accurately predict future developments.

Increasingly strict environmental laws and inspection and enforcement policies, could affect the handling, manufacture, use, emission or disposal of products, other materials or hazardous and non-hazardous waste.

Stricter environmental, safety and health laws, regulations and enforcement policies could result in increased operating costs or capital expenditures to comply with such laws and regulations.

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.

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

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

In light of 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.

In the U.S., the EPA promulgated federal GHG regulations under the Clean Air Act affecting certain sources.

The EPA issued mandatory GHG reporting requirements, requirements to obtain GHG permits for certain industrial plants and GHG performance standards for some facilities.

For example, in the United States, the National Toxicology Program (“NTP”) is a federal interagency program that seeks to identify and select for study chemicals and other substances to evaluate potential human health hazards.

In the European Union, the Regulation on Registration, Evaluation, Authorisation and Restriction of Chemicals (“REACH”) is regulation designed to identify the intrinsic properties of chemical substances, assess hazards and risks of the substances, and identify and implement the risk management measures to protect humans and the environment.

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.

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

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

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

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

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

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.

We have a significant worldwide patent portfolio of issued and pending patents.

The discussion summarizing the significant factors affecting the results of operations and financial condition for the year ended December 31, [removed: 2019,] [added: 2020 and for the year ended December 31, 2021 compared to 2020 have been excluded from this Form 10-K and] can be found in Part II, “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, [removed: 2020,] [added: 2021,] which was filed with the Securities and Exchange Commission on February [removed: 25, 2021,] [added: 24, 2022,] of which Item 7 is incorporated herein by reference.

| Millions of dollars | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | | | |

| Sales and other operating revenues | | | | | | $ | [removed: 46,173] [added: 50,451] | | | | | $ | [removed: 27,753] [added: 46,173] | | | | | | | |

| Cost of sales | | | | | | [removed: 37,397] [added: 43,847] | | | | | | [removed: 24,359] [added: 37,397] | | | | | | | | |

| Impairments | | | | | | [removed: 624] [added: 69] | | | | | | [removed: 582] [added: 624] | | | | | | | | |

| Selling, general and administrative expenses | | | | | | [removed: 1,255] [added: 1,310] | | | | | | [removed: 1,140] [added: 1,255] | | | | | | | | |

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

| Operating income | | | | | | [removed: 6,773] [added: 5,101] | | | | | | [removed: 1,559] [added: 6,773] | | | | | | | | |

| Interest expense | | | | | | [removed: (519)] [added: (287)] | | | | | | [removed: (526)] [added: (519)] | | | | | | | | |

| Interest income | | | | | | [removed: 9] [added: 29] | | | | | | [removed: 12] [added: 9] | | | | | | | | |

| Other [added: (expense)] income, net | | | | | | [removed: 62] [added: (72)] | | | | | | [removed: 85] [added: 62] | | | | | | | | |

| Income from equity investments | | | | | | [removed: 461] [added: 5] | | | | | | [removed: 256] [added: 461] | | | | | | | | |

| Income from continuing operations before income taxes | | | | | | [removed: 6,786] [added: 4,776] | | | | | | [removed: 1,386] [added: 6,786] | | | | | | | | |

| Provision for [removed: (benefit from)] income taxes | | | | | | [removed: 1,163] [added: 882] | | | | | | [removed: (43)] [added: 1,163] | | | | | | | | |

| Income from continuing operations | | | | | | [removed: 5,623] [added: 3,894] | | | | | | [removed: 1,429] [added: 5,623] | | | | | | | | |

| Loss from discontinued operations, net of tax | | | | | | [removed: (6)] [added: (5)] | | | | | | [removed: (2)] [added: (6)] | | | | | | | | |

| Net income | | | | | | [removed: $] [added: 3,889] | [removed: 5,617] | | | | | [removed: $] [added: 5,617] | [removed: 1,427] | | | | | | | |

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Average sales prices in [removed: 2021] [added: 2022] were higher for many of our products as sales prices generally correlate with crude oil prices, which increased relative to [removed: 2020.][added: 2021.]

These higher prices led to a [removed: 62%] [added: 13%] increase in revenue.

Higher [removed: sales volumes, driven by increased demand,] [added: catalyst volumes] resulted in a [removed: revenue] [added: 1%] increase [removed: of 3%.][added: in revenue primarily driven by increased demand.]

[removed: Favorable foreign] [added: Foreign] exchange impacts resulted in a revenue [removed: increase] [added: decrease] of [removed: 1%.][added: 8%.]

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: 15%] [added: 10%] to 20% in each annual period.

See [removed: Note] [added: Notes] 7 [added: and 20] to the Consolidated Financial Statements for additional information regarding impairment charges.

In [removed: 2021,] [added: 2022,] Operating income [removed: increased] [added: decreased] for our [removed: O&P—Americas, O&P—EAI, I&D, Refining,] [added: O&P-Americas, O&P-EAI,] Technology and APS segments by [removed: $3,382 million, $816 million, $466] [added: $2,470] million, [removed: $328] [added: $1,214] million, [removed: $184] [added: $140] million and [removed: $60] [added: $85] million, respectively.

Income Taxes—Our effective income tax rates of [removed: 17.1%] [added: 18.5%] in [removed: 2021] [added: 2022] and [removed: -3.1%] [added: 17.1%] in [removed: 2020] [added: 2021] resulted in [removed: a] tax [removed: provision] [added: provisions] of [removed: $1,163] [added: $882] million and [removed: a tax benefit of $43] [added: $1,163] million, respectively.

Intersegment eliminations and items that are not directly related or allocated to business operations, such [removed: as] [added: a s] foreign exchange gains (losses) and components of pension and other 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 continuing operations are managed through six reportable segments: [removed: O&P—Americas, O&P—EAI,] [added: O&P-Americas, O&P-EAI,] I&D, APS, Refining and Technology.

| [removed: O&P–Americas] [added: O&P-Americas] | | | | | | $ | [removed: 15,002] [added: 13,935] | | | | | $ | [removed: 7,275] [added: 15,002] | | | | | | | |

| [removed: O&P–EAI] [added: O&P-EAI] | | | | | | [removed: 13,490] [added: 12,823] | | | | | | [removed: 8,367] [added: 13,490] | | | | | | | | |

| APS | | | | | | [removed: 5,145] [added: 5,231] | | | | | | [removed: 3,913] [added: 5,145] | | | | | | | | |

| Refining | | | | | | [removed: 8,002] [added: 11,893] | | | | | | [removed: 4,727] [added: 8,002] | | | | | | | | |

| Technology | | | | | | [removed: 843] [added: 693] | | | | | | [removed: 659] [added: 843] | | | | | | | | |

| Other, including segment eliminations | | | | | | [removed: (6,489)] [added: (7,074)] | | | | | | [removed: (3,457)] [added: (6,489)] | | | | | | | | |

| Total | | | | | | $ | [removed: 46,173] [added: 50,451] | | | | | $ | [removed: 27,753] [added: 46,173] | | | | | | | |

| [removed: O&P–Americas] [added: O&P-Americas] | | | | | | $ | [removed: 4,552] [added: 2,082] | | | | | $ | [removed: 1,170] [added: 4,552] | | | | | | | |

| [removed: O&P–EAI] [added: O&P-EAI] | | | | | | [removed: 1,228] [added: 14] | | | | | | [removed: 412] [added: 1,228] | | | | | | | | |

| APS | | | | | | [removed: 286] [added: 201] | | | | | | [removed: 226] [added: 286] | | | | | | | | |

| Refining | | | | | | [removed: (696)] [added: 889] | | | | | | [removed: (1,024)] [added: (696)] | | | | | | | | |

In 2022, our balanced business portfolio, consistent cash generation and strong balance sheet enabled us to successfully navigate through challenging market conditions while continuing to provide significant returns for our shareholders.

During the year, petrochemical markets were pressured by high and volatile energy and feedstock costs as well as reduced global demand for our products.

Our O&P-Americas and O&P-EAI segments encountered headwinds from reduced demand in Europe and Asia as well as global capacity additions.

Our I&D segment benefited from improved oxyfuels margins which were partially offset by lower margins for other products due to lower demand.

Margins in our Refining segment benefited from increased global mobility and favorable markets.

During 2022 we generated $6.1 billion in cash from operating activities.

We remain committed to a disciplined approach to capital allocation.

In 2022, approximately $1.9 billion was reinvested in the business and $3.7 billion was returned to shareholders through quarterly dividends, a special dividend and share repurchases.

In 2022, we launched a comprehensive review of our strategy.

Initial strategic actions included the decision to exit the refining business and the sale of the Australian polypropylene business.

We also formed a circular and low carbon solutions business within our O&P-Americas and O&P-EAI segments.

This business was created to accelerate progress in capturing value from serving the rapidly growing customer demand for recycled and renewable solutions.

| Other comprehensive income (loss), net of tax – | | | | | | | | | | | | | | | | | | | | |

| Financial derivatives | | | | | | 208 | | | | | | 72 | | | | | | | | |

| Unrealized losses on available-for-sale debt securities | | | | | | — | | | | | | (1) | | | | | | | | |

| Defined benefit pension and other postretirement benefit plans | | | | | | 346 | | | | | | 224 | | | | | | | | |

| Foreign currency translations | | | | | | (123) | | | | | | (155) | | | | | | | | |

| Total other comprehensive income, net of tax | | | | | | 431 | | | | | | 140 | | | | | | | | |

| Comprehensive income | | | | | | $ | 4,320 | | | | | $ | 5,757 | | | | | | | |

Revenues—Revenues increased $4,278 million, or 9%, in 2022 compared to 2021.

Cost of Sales—Cost of sales increased $6,450 million, or 17%, in 2022 compared to 2021.

Impairments—During 2022 we recognized a non-cash impairment charge of $69 million related to the sale of our Australian polypropylene manufacturing facility.

[Table](#i2108ac286cd14987a395baaf289283fd_10) [of Contents](#i2108ac286cd14987a395baaf289283fd_10)

Operating Income—Operating income decreased by $1,672 million or 25% in 2022 compared to 2021.

These decreases were partially offset by increases in Operating income for our Refining and I&D segments of $1,585 million and $637 million, respectively.

Interest Expense—Interest expense decreased $232 million or 45% in 2022 compared to 2021 primarily driven by debt extinguishment costs of $130 million recognized in 2021 related to the redemption of certain guaranteed notes, including a cash tender offer, coupled with a decrease in the weighted average outstanding debt balance in 2022 compared to 2021.

Income from Equity Investments—Income from equity method investments decreased $456 million, or 99%, in 2022 compared to 2021, primarily due to lower polyolefin spreads for our joint ventures in our O&P—EAI segment, particularly those in Asia and Saudi Arabia.

In 2021, we benefited from return to accrual adjustments primarily associated with a step-up of certain Italian assets to fair market value and benefits from the Coronavirus Aid, Relief, and Economic Security Act, also known as “CARES Act” of 1.8% and 0.9%, respectively.

These increases were coupled with a decrease in exempt income in 2022 resulting in a 2% increase in the effective tax rate, partially offset by changes in pretax income in countries with varying statutory tax rates and fluctuations in uncertain tax positions of 2.1% and 1.8%, respectively.

Comprehensive Income—Comprehensive income decreased by $1,437 million in 2022 compared to 2021, primarily due to a decrease in net income.

The activities from the remaining components of Comprehensive income are discussed below.

Financial derivatives designated as cash flow hedges, primarily our forward-starting interest rate swaps, led to an increase in Comprehensive income of $136 million in 2022 compared to 2021, due to periodic changes in the benchmark interest rates.

Defined benefit pension and other postretirement benefit plans led to an increase in Comprehensive income of $122 million in 2022 compared to 2021, primarily resulting from changes in actuarial assumptions and pension settlements.

In 2022, a decrease in foreign currency translation losses led to an increase in Comprehensive income of $32 million compared to 2021, primarily due to continued strengthening of the U.S. dollar relative to the euro and the pre-tax gain from the effective portion of our net investment hedges in 2022.

See Notes 13, 14 and 18 to our Consolidated Financial Statements for further discussions.

[Table](#i2108ac286cd14987a395baaf289283fd_10) [of Contents](#i2108ac286cd14987a395baaf289283fd_10)

| I&D | | | | | | 12,950 | | | | | | 10,180 | | | | | | | | |

| I&D | | | | | | 1,604 | | | | | | 967 | | | | | | | | |

| I&D | | | | | | 332 | | | | | | 379 | | | | | | | | |

| I&D | | | | | | (25) | | | | | | 34 | | | | | | | | |

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.

During the second quarter of 2021, we invested $104 million to purchase a 50% interest in a joint venture with the China Petroleum & Chemical Corporation (“Sinopec”) which will commission a new propylene oxide and styrene monomer unit in China in 2022.

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

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

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.

SG&A Expense—Selling, general and administrative (“SG&A”) expense increased $115 million, or 10% in 2021 compared to 2020 primarily due to higher employee-related expenses.

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

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%).

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

During 2021 and 2020, we recorded an overall tax benefit in relation to the CARES Act of approximately $64 million and $300 million, respectively, due to our 2020 U.S. tax losses which we carried back to tax years with a higher tax rate.

Comprehensive Income—We had comprehensive income of $5,757 million in 2021 and $1,268 million in 2020.

Comprehensive income increased by $4,489 million in 2021 compared to 2020, primarily due to higher net income, net favorable changes in defined pension and other post-retirement benefits, and net favorable impacts of financial derivative instruments primarily driven by periodic changes in benchmark interest rates.

These increases were partially offset by net unfavorable impacts of unrealized changes in foreign currency translation adjustments.

We recognized defined benefit pension and other post-retirement benefit plans pre-tax gains of $291 million and pre-tax losses of $51 million in 2021 and 2020, respectively.

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.

In 2021, the cumulative after-tax effect of our derivatives designated as cash flow hedges was a net gain of $72 million.

The weakening of the euro against the U.S. dollar in 2021 and periodic changes in benchmark interest rates resulted in a pre-tax gain of $207 million related to our cross-currency swaps.

In 2021, pre-tax losses of $216 million related to our cross-currency swaps were reclassified to Other income, net.

In 2021, we recognized pre-tax gains of $75 million related to forward-starting interest rate swaps primarily driven by changes in benchmark interest rates.

The remaining change relates to our commodity cash flow hedges.

The predominant functional currency for our operations outside of the U.S. is the euro.

Relative to the U.S. dollar, the value of the euro weakened during 2021, resulting in net losses related to unrealized changes in foreign currency translation impacts which are reflected in the Consolidated Statements of Comprehensive Income.

These losses were partially offset by a pre-tax gain of $199 million related to the effective portion of our net investment hedges.

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

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

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

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

| 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.

Natural gas, crude [removed: oil] [added: oil, utilities,] and refined products, along with feedstocks for ethylene and propylene production, constitute the main commodity exposures.

We also selectively enter commodity [removed: swap] [added: swap, option] and futures contracts to manage commodity price risk.

The impact of a 10% change in commodity prices at December 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] would not materially impact the fair values of our commodity derivative contracts.

| Millions of euro/dollars | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | |

| Cross currency basis swaps | | | | | | € | 617 | | | | | € | 617 | | | | | euro/U.S. dollar rate | | | | | | $ | [removed: 71] [added: 67] | | | | | $ | [removed: 77] [added: 71] | |

| Cross currency swaps | | | | | | € | 750 | | | | | € | 750 | | | | | euro/U.S. dollar rate | | | | | | $ | [removed: 92] [added: 75] | | | | | $ | [removed: 101] [added: 92] | |

| Forward exchange contracts | | | | | | € | [removed: 1,250] [added: 1,350] | | | | | € | [removed: 300] [added: 1,250] | | | | | euro/U.S. dollar rate | | | | | | $ | [removed: 142] [added: 138] | | | | | $ | [removed: 37] [added: 142] | |

| Cross currency swaps | | | | | | € | [removed: 1,051] [added: 1,052] | | | | | € | [removed: 1,841] [added: 1,051] | | | | | euro/U.S. dollar rate | | | | | | $ | [removed: 134] [added: 113] | | | | | $ | [removed: 250] [added: 134] | |

[removed: [Table of Contents](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_7)][added: [Table](#i2108ac286cd14987a395baaf289283fd_10) [of Contents](#i2108ac286cd14987a395baaf289283fd_10)]

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

Other [added: (expense)] income, net, in the Consolidated Statements of Income reflects net foreign currency losses of [removed: $2] [added: $14] million and [removed: $7] [added: $2] million in [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.

As of December 31, [removed: 2021,] [added: 2022,] our foreign currency contracts that are accounted for as economic hedges mature between January [removed: 2022] [added: 2023] and [removed: March 2022,] [added: September 2023,] inclusively, [added: and] had an aggregate notional amount of [removed: $222 million and the fair value was a net liability of $1] [added: $396] million.

A 10% fluctuation compared to the U.S. dollar would have resulted in an additional impact to earnings of approximately [removed: $4] [added: $17] million and [removed: $5] [added: $4] million in [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.

We estimate that a 10% change in market interest rates as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] would change the fair value of these forward-starting interest rate swaps by approximately [removed: $48] [added: $23] million and [removed: $44] [added: $48] million, respectively.

At December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the total notional amount of these interest rate swaps was [removed: $1,163] [added: $2,164] million and [removed: $122] [added: $1,163] million, respectively.

At December 31, [removed: 2021,] [added: 2022,] after giving consideration to the fixed-rate debt that we have effectively converted to variable-rate debt, approximately [removed: 90%] [added: 81%] of our debt portfolio, on a gross basis, incurred interest at a fixed-rate and the remaining [removed: 10%] [added: 19%] of the portfolio incurred interest at a variable-rate.

We estimate that a 10% change in market interest rates as of December 31, [removed: 2021 and 2020,] [added: 2022,] would [added: change the fair value of these interest rate swaps by approximately $35 million; while an equivalent change in market interest rates as of December 31, 2021, would] not materially impact the fair value of these interest rate swaps.

*Variable-rate debt*—At December 31, [removed: 2021,] [added: 2022,] our [removed: variable rate-debt] [added: variable-rate debt] consisted of [removed: $204] [added: $200] million outstanding under our Commercial Paper Program.

At December 31, [removed: 2021,] [added: 2022,] there were no outstanding borrowings under these facilities.

Based on our average variable-rate debt outstanding per year, we estimate that a 10% change in market interest rates as of December 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] would not materially impact the fair value of these facilities.

[Table](#i2108ac286cd14987a395baaf289283fd_10) [of Contents](#i2108ac286cd14987a395baaf289283fd_10)

From time to [removed: time] [added: time,] we and our joint ventures receive notices or inquiries from government entities regarding alleged violations of environmental laws and regulations pertaining to, among other things, the disposal, emission and storage of chemical and petroleum substances, including hazardous wastes.

In connection with an enforcement initiative of EPA regarding flare emissions at petrochemical plants, we have settled with EPA and [removed: DOJ] [added: the U.S. Department of Justice] 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 was amended in September 2022 to include flares at an additional facility, including a penalty of $324,000 that we paid in October 2022.

[Table](#i2108ac286cd14987a395baaf289283fd_10) [of Contents](#i2108ac286cd14987a395baaf289283fd_10)

We are currently engaged in settlement negotiations to resolve the matter.

In April 2022, the State of Texas filed suit against Equistar Chemicals, LP, in Travis County District Court seeking civil penalties and injunctive relief for alleged violations of the Texas Clean Air Act related to multiple emissions events at Equistar’s Bayport Plant.

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.

[removed: [Table of Contents](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_7)][added: [Table](#i2108ac286cd14987a395baaf289283fd_10) [of Contents](#i2108ac286cd14987a395baaf289283fd_10)]

For the fiscal year ended December 31, [removed: 2021][added: 2022]

The aggregate market value of common stock held by non-affiliates of the registrant on June 30, [removed: 2021,] [added: 2022,] the last business day of the registrant’s most recently completed second fiscal quarter, based on the closing price on that date of [removed: $102.87,] [added: $87.46,] was [removed: $27.0] [added: $22.4] billion.

The registrant had [removed: 328,009,583] [added: 325,992,173] shares outstanding at February [removed: 22, 2022] [added: 21, 2023] (excluding [removed: 12,202,411] [added: 14,430,325] treasury shares).

Portions of the [removed: 2022] [added: 2023] Proxy Statement, in connection with the Company’s [removed: 2022] [added: 2023] Annual Meeting of Shareholders (in Part III), as indicated herein.

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

- if we are unable to achieve our [removed: emissions] [added: emission reduction, circularity,] 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;

- *Olefins and [removed: Polyolefins—Americas* (“O&P—Americas”).][added: Polyolefins-Americas* (“O&P-Americas”).]

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

- *Olefins and [removed: Polyolefins—Europe,] [added: Polyolefins-Europe,] Asia, International* [removed: (“O&P—EAI”).][added: (“O&P-EAI”).]

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

Information about the locations where we produce our primary products can be found under “Description of Properties.” No single customer accounted for 10% or more of our total revenues in [removed: 2021, 2020] [added: 2022, 2021] or [removed: 2019.][added: 2020.]

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

Olefins & co-products sales accounted for approximately [added: 9%,] 11% [removed: of our consolidated revenues in 2021] and 9% of our consolidated revenues in [removed: each of 2020] [added: 2022, 2021] and [removed: 2019.][added: 2020.]

*Polyethylene*—We produce high density polyethylene (“HDPE”), low density polyethylene (“LDPE”) and linear [removed: low density] [added: low-density] polyethylene (“LLDPE”).

PE sales accounted for approximately [removed: 22%, 21%] [added: 19%, 22%] and [removed: 17%] [added: 21%] of our consolidated revenues in [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] respectively.

PP sales accounted for approximately [removed: 17%, 16%] [added: 13%, 17%] and [removed: 14%] [added: 16%] of our consolidated revenues in [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] respectively.

Olefins and [removed: Polyolefins—Americas] [added: Polyolefins-Americas] Segment

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

[Table](#i2108ac286cd14987a395baaf289283fd_10) [of Contents](#i2108ac286cd14987a395baaf289283fd_10)

| [Signatures](#i2108ac286cd14987a395baaf289283fd_289) | | | | | | | | | [138](#i2108ac286cd14987a395baaf289283fd_289) | | |

[Table](#i2108ac286cd14987a395baaf289283fd_10) [of Contents](#i2108ac286cd14987a395baaf289283fd_10)

- our ability to acquire or dispose of product lines or businesses could disrupt our business and harm our financial condition;

- uncertainties related to the extent of the COVID-19 pandemic due to local or regional spread of the virus;

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[Table](#i2108ac286cd14987a395baaf289283fd_10) [of Contents](#i2108ac286cd14987a395baaf289283fd_10)

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We constructed a world-scale PO/TBA plant in Houston, Texas with start-up activities on track for the first quarter of 2023, for a total cost of approximately $3.7 billion.

[Table](#i2108ac286cd14987a395baaf289283fd_10) [of Contents](#i2108ac286cd14987a395baaf289283fd_10)

The sales of oxyfuels and related products accounted for approximately 11% of our consolidated revenues in 2022 and 8% of consolidated revenues in each of 2021 and 2020.

[Table](#i2108ac286cd14987a395baaf289283fd_10) [of Contents](#i2108ac286cd14987a395baaf289283fd_10)

Based on published capacity data and including our proportionate share of our joint ventures, we believe as of December 31, 2022, we were:

In the first quarter of 2023, our *Catalloy* and polybutene-1 products, previously reflected in our APS segment, will be transferred to and reflected in our O&P-Americas and O&P-EAI segments.

[Table](#i2108ac286cd14987a395baaf289283fd_10) [of Contents](#i2108ac286cd14987a395baaf289283fd_10)

As polypropylene compounds are largely utilized in the automotive industry, we are also exposed to the volatility of this industry, which has significantly decreased since 2019.

[Table](#i2108ac286cd14987a395baaf289283fd_10) [of Contents](#i2108ac286cd14987a395baaf289283fd_10)

In April 2022 we announced our decision to cease operation of our Houston refinery no later than the end of 2023 after determining that exiting the refining business is our best strategic and financial path forward.

Our exit of the refining business progresses our greenhouse gas (“GHG”) emission reduction goals, and the site’s prime location gives us more options for advancing our future strategic objectives, including circularity.

In the interim, we will continue serving the fuels market.

[Table](#i2108ac286cd14987a395baaf289283fd_10) [of Contents](#i2108ac286cd14987a395baaf289283fd_10)

LyondellBasell has established sustainability goals focusing on three key areas: ending plastic waste, addressing climate change and advancing a thriving society.

Since 2019, we have produced and marketed products with more than 175,000 metric tons of recycled and renewable content.

In December 2022 we announced more ambitious climate reduction goals, increasing our 2030 GHG emissions reduction target for scope 1 and scope 2 emissions from 30% to 42%, relative to a 2020 baseline.

In addition, we established a 2030 scope 3 GHG emissions reduction target of 30%, relative to a 2020 baseline, to align with science-based guidance.

As we progress in our efforts to achieve our goal to produce and market two million metric tons of recycled and renewable-based products, the corresponding increases in recycling rates will positively impact scope 3 emissions.

We expect the emissions reductions we will get from accomplishing this goal to be incremental to the plans we currently have to reduce our scope 3 emissions by 30% by 2030.

We estimate approximately 1 million metric tons of scope 3 reductions coming from achieving our circularity ambition.

[Table](#i2108ac286cd14987a395baaf289283fd_10) [of Contents](#i2108ac286cd14987a395baaf289283fd_10)

As announced in April 2022, we are planning to close our Houston refinery by the end of December 2023.

This is expected to reduce scope 1 and scope 2 GHG emissions by more than 3 million metric tons annually and scope 3 emissions by approximately 40 million metric tons annually.

Certain GHG emissions reduction initiatives planned for implementation by 2030 are expected to begin in the near-term as we plan to leverage existing asset turnaround schedules for our largest sites.

In 2024, our Wesseling site in Germany is planning implementation of process heat recovery projects, electrification of a large process turbine and optimization of steam demand, including phasing out the use of coal, reducing scope 1 emissions by 150 thousand metric tons annually when compared to the average for 2019 and 2020.

In 2025, at our Channelview site in Texas we plan to optimize heated equipment through advanced digitization, efficiency improvements and fuel management.

We also aim to secure at least 50% of our global electricity from renewable sources by 2030.

| | | | | | | | | |

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

- our ability to acquire new businesses and assets and integrate those operations into our existing operations and make cost-saving changes in operations;

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

We are one of the world’s top independent chemical companies based on revenues.

We can manufacture olefins by utilizing a variety of feedstocks, including heavy liquids and NGLs.

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

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.

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.

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).

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.

Our approach to achieve our 2030 goals include reducing flare emissions, optimizing the use of energy in our operations, increasing our use of lower carbon intensive fuels and a minimum of 50 percent of electricity procured from renewable sources.

These projects are currently at various stages of evaluation or progress.

We focus on creating a work environment that is safe, respectful, inclusive and inspires employees to strive for excellence.

We recognize that individuals cannot succeed alone; we believe in the power of many, placing emphasis on teamwork.

We reward performance based on personal, team and company results.

We engage in open and ongoing dialogue with employees and their representatives to ensure a proper balance between the best interests of the Company and its employees.

We provide all workers with fair wages and uphold all applicable fair wage laws, wherever we work.

We never use child, forced, bonded or involuntary labor, and we do not knowingly work with subcontractors or suppliers who use child or forced labor or engage in human trafficking practices.

In several of our locations, we partner with employee representatives on initiatives such as health and safety.

Our Supplier Code of Conduct expresses our expectations to our suppliers that they also comply with similar standards for conducting business ethically, providing for the safety of employees, and operating in an environmentally responsible manner.

As the COVID-19 pandemic persisted for a second year, we continued to operate with three key objectives: protecting the health and safety of our people; ensuring the safety and security of our work locations; and maintaining business continuity with our customers and suppliers.

In 2021, we supported employees in several ways.

We expanded our global Employee Assistance Program, introduced US caregiver support services and provided a cash award for over 10,000 manufacturing employees globally recognizing their efforts on the front lines to keep our plants running safely and reliably throughout the challenges of the pandemic.

We also launched an Advancing Immunity Campaign and incentives to maximize voluntary employee vaccinations.

Further, we implemented new global flexible work policies.

*Talent Development and Engagement*—Employee growth and development are key elements supporting our vision of superior performance.

We provide development opportunities for our employees through on-the-job experiences, learning from others, and in-class and online learning.

In 2021, completion of e-learning training by employees increased by 33%.

We continued our investment in developing future leaders through regular talent reviews, robust succession planning, and leadership development programs; including accelerated development academies and career planning targeted at our high potential leaders.

We encourage high performance and alignment with business goals through our performance management program which includes annual goal setting, performance conversations throughout the year, and a year-end process to measure performance against goals.

Employees are measured not only on results delivered, but how they are delivered based on established enterprise-wide competencies.

We regularly collect employee feedback to improve the employee experience and strengthen our culture.

In 2021, both enterprise-wide and leader action plans were implemented with focus on improving diversity and flexible work practices.

A pulse survey was completed to monitor progress.

*Diversity, Equity, Inclusion (“DEI”)*—DEI is a key driver to achieving our business and sustainability ambitions.

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As of February [removed: 22, 2022,] [added: 21, 2023,] there were approximately [removed: 5,700] [added: 5,200] record holders of our shares, including Cede & Co. as nominee of the Depository Trust Company.

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: 2016.][added: 2017.]

The graph assumes that $100 was invested on December 31, [removed: 2016] [added: 2017] and any dividends paid were reinvested at the date of payment.

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[removed: ][added: ]

| | | | [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] | | | | | | [removed: 12/31/2021] [added: 12/31/2022] | | |

On May [removed: 28, 2021,] [added: 27, 2022,] our shareholders approved a share repurchase authorization of up to [removed: 34,004,563] [added: 34,026,947] of our ordinary shares, through November [removed: 28, 2022,] [added: 27, 2023,] which superseded any prior repurchase authorizations.

| LyondellBasell Industries N.V. | | | $100.00 | | | | | | $78.31 | | | | | | $93.50 | | | | | | $95.97 | | | | | | $100.84 | | | | | | $99.85 | | |

| S&P 500 Index | | | $100.00 | | | | | | $95.62 | | | | | | $125.72 | | | | | | $148.85 | | | | | | $191.58 | | | | | | $156.88 | | |

| S&P 500 Chemicals Index | | | $100.00 | | | | | | $88.39 | | | | | | $107.85 | | | | | | $127.31 | | | | | | $160.30 | | | | | | $142.24 | | |

| 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 | | |

| S&P 500 Chemicals Index | | | $100.00 | | | | | | $126.66 | | | | | | $111.96 | | | | | | $136.61 | | | | | | $161.26 | | | | | | $203.04 | | |

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

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

| 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 | | |

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| [Management’s Report on Internal [removed: Control](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_148) [o](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_148)[ver] [added: Control over] Financial [removed: Reporting](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_148)] [added: Reporting](#i2108ac286cd14987a395baaf289283fd_151)] | | | [removed: [58](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_148)] [added: [58](#i2108ac286cd14987a395baaf289283fd_151)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_151)] [added: Firm](#i2108ac286cd14987a395baaf289283fd_154) (PCAOB ID 238)] | | | [removed: [59](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_151)] [added: [59](#i2108ac286cd14987a395baaf289283fd_154)] | | |

| [Consolidated Statements of [removed: Income](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_154)] [added: Income](#i2108ac286cd14987a395baaf289283fd_157)] | | | [removed: [62](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_154)] [added: [62](#i2108ac286cd14987a395baaf289283fd_157)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_157)] [added: Income](#i2108ac286cd14987a395baaf289283fd_160)] | | | [removed: [63](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_157)] [added: [63](#i2108ac286cd14987a395baaf289283fd_160)] | | |

| [Consolidated Balance [removed: Sheets](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_160)] [added: Sheets](#i2108ac286cd14987a395baaf289283fd_163)] | | | [removed: [64](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_160)] [added: [64](#i2108ac286cd14987a395baaf289283fd_163)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_166)] [added: Flows](#i2108ac286cd14987a395baaf289283fd_169)] | | | [removed: [66](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_166)] [added: [66](#i2108ac286cd14987a395baaf289283fd_169)] | | |

| [Consolidated Statements of Shareholders’ [removed: Equity](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_169)] [added: Equity](#i2108ac286cd14987a395baaf289283fd_172)] | | | [removed: [68](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_169)] [added: [68](#i2108ac286cd14987a395baaf289283fd_172)] | | |

| [Notes to the Consolidated Financial [removed: Statements](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_175)] [added: Statements](#i2108ac286cd14987a395baaf289283fd_178)] | | | [removed: [69](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_175)] [added: [69](#i2108ac286cd14987a395baaf289283fd_178)] | | |

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We conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, [removed: 2021] [added: 2022] 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: 2021.][added: 2022.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2021] [added: 2022] has been audited by PricewaterhouseCoopers [removed: LLP (PCAOB ID 238),] [added: LLP,] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] based on criteria established in [removed: *Internal] [added: Internal] Control - Integrated [removed: Framework*] [added: Framework] (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021] [added: 2022] 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: 2021,] [added: 2022,] based on criteria established in [removed: I*nternal] [added: Internal] Control - Integrated [removed: Framework*] [added: Framework] (2013) issued by the COSO.

As described in Notes 2, 9, 10, and 16 to the consolidated financial statements, as of December 31, [removed: 2021,] [added: 2022,] the Company has recorded an income tax provision of [removed: $1,163] [added: $882] million, income tax receivables of [removed: $263] [added: $285] million, income tax payables of [removed: $402] [added: $242] million, and net deferred tax liabilities of [removed: $2,160] [added: $2,701] million related to which they have reported [removed: $327] [added: $271] million of unrecognized tax benefits.

| | | | Year Ended December [removed: 31,] [added: 31, 2022] | | | | | | | | | | | | | | | [added: | | | | | |]

| Millions of dollars, except earnings per share | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Trade | | | $ | [removed: 45,135] [added: 49,439] | | | | | $ | [removed: 26,995] [added: 45,135] | | | | | $ | [removed: 33,908] [added: 26,995] | |

| Related parties | | | [removed: 1,038] [added: 1,012] | | | | | | [removed: 758] [added: 1,038] | | | | | | [removed: 819] [added: 758] | | |

| | | | [removed: 46,173] [added: 50,451] | | | | | | [removed: 27,753] [added: 46,173] | | | | | | [removed: 34,727] [added: 27,753] | | |

| Cost of sales | | | [removed: 37,397] [added: 43,847] | | | | | | [removed: 24,359] [added: 37,397] | | | | | | [removed: 29,301] [added: 24,359] | | |

| Impairments | | | [removed: 624] [added: 69] | | | | | | [removed: 582] [added: 624] | | | | | | [removed: —] [added: 582] | | |

| Selling, general and administrative expenses | | | [removed: 1,255] [added: 1,310] | | | | | | [removed: 1,140] [added: 1,255] | | | | | | [removed: 1,199] [added: 1,140] | | |

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

| | | | [removed: 39,400] [added: 45,350] | | | | | | [removed: 26,194] [added: 39,400] | | | | | | [removed: 30,611] [added: 26,194] | | |

| Operating income | | | [removed: 6,773] [added: 5,101] | | | | | | [removed: 1,559] [added: 6,773] | | | | | | [removed: 4,116] [added: 1,559] | | |

| Interest expense | | | [removed: (519)] [added: (287)] | | | | | | [removed: (526)] [added: (519)] | | | | | | [removed: (347)] [added: (526)] | | |

| Interest income | | | [removed: 9] [added: 29] | | | | | | [removed: 12] [added: 9] | | | | | | [removed: 19] [added: 12] | | |

| Other [added: (expense)] income, net | | | [removed: 62] [added: (72)] | | | | | | [removed: 85] [added: 62] | | | | | | [removed: 39] [added: 85] | | |

| Income from continuing operations before equity investments and income taxes | | | [removed: 6,325] [added: 4,771] | | | | | | [removed: 1,130] [added: 6,325] | | | | | | [removed: 3,827] [added: 1,130] | | |

| Income from equity investments | | | [removed: 461] [added: 5] | | | | | | [removed: 256] [added: 461] | | | | | | [removed: 225] [added: 256] | | |

| Income from continuing operations before income taxes | | | [removed: 6,786] [added: 4,776] | | | | | | [removed: 1,386] [added: 6,786] | | | | | | [removed: 4,052] [added: 1,386] | | |

| Provision for (benefit from) income taxes | | | [removed: 1,163] [added: 882] | | | | | | [removed: (43)] [added: 1,163] | | | | | | [removed: 648] [added: (43)] | | |

| Income from continuing operations | | | [removed: 5,623] [added: 3,894] | | | | | | [removed: 1,429] [added: 5,623] | | | | | | [removed: 3,404] [added: 1,429] | | |

| Loss from discontinued operations, net of tax | | | [removed: (6)] [added: (5)] | | | | | | [removed: (2)] [added: (6)] | | | | | | [removed: (7)] [added: (2)] | | |

| Net income | | | [removed: 5,617] [added: 3,889] | | | | | | [removed: 1,427] [added: 5,617] | | | | | | [removed: 3,397] [added: 1,427] | | |

| Net income attributable to the Company shareholders | | | $ | [removed: 5,610] [added: 3,882] | | | | | $ | [removed: 1,420] [added: 5,610] | | | | | $ | [removed: 3,390] [added: 1,420] | |

| Continuing operations | | | $ | [removed: 16.79] [added: 11.86] | | | | | $ | [removed: 4.25] [added: 16.79] | | | | | $ | [removed: 9.61] [added: 4.25] | |

[Table](#i2108ac286cd14987a395baaf289283fd_10) [of Contents](#i2108ac286cd14987a395baaf289283fd_10)

[Table](#i2108ac286cd14987a395baaf289283fd_10) [of Contents](#i2108ac286cd14987a395baaf289283fd_10)

As disclosed by management, there continues to be increased attention to the tax practices of multinational companies, in particular in the U.S. and Europe where the Company operates.

[Table](#i2108ac286cd14987a395baaf289283fd_10) [of Contents](#i2108ac286cd14987a395baaf289283fd_10)

[Table](#i2108ac286cd14987a395baaf289283fd_10) [of Contents](#i2108ac286cd14987a395baaf289283fd_10)

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

[Table](#i2108ac286cd14987a395baaf289283fd_10) [of Contents](#i2108ac286cd14987a395baaf289283fd_10)

[Table](#i2108ac286cd14987a395baaf289283fd_10) [of Contents](#i2108ac286cd14987a395baaf289283fd_10)

| Millions of dollars | | | 2022 | | | | | | 2021 | | |

[Table](#i2108ac286cd14987a395baaf289283fd_10) [of Contents](#i2108ac286cd14987a395baaf289283fd_10)

[Table](#i2108ac286cd14987a395baaf289283fd_10) [of Contents](#i2108ac286cd14987a395baaf289283fd_10)

| Impairments | | | 69 | | | | | | 624 | | | | | | 582 | | |

[Table](#i2108ac286cd14987a395baaf289283fd_10) [of Contents](#i2108ac286cd14987a395baaf289283fd_10)

[Table](#i2108ac286cd14987a395baaf289283fd_10) [of Contents](#i2108ac286cd14987a395baaf289283fd_10)

| Other comprehensive income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 431 | | | | | | 431 | | | | | | — | | | | | | | | |

| Special dividends - common stock ($5.20 per share) | | | — | | | | | | — | | | | | | — | | | | | | (1,704) | | | | | | *—* | | | | | | (1,704) | | | | | | — | | | | | | | | |

| Balance, December 31, 2022 | | | $ | 19 | | | | | $ | (1,346) | | | | | $ | 6,119 | | | | | $ | 9,195 | | | | | $ | (1,372) | | | | | $ | 12,615 | | | | | $ | 14 | | | | | | | |

[Table of Contents](#i2108ac286cd14987a395baaf289283fd_10)

| 3. | | | [Revenues](#i2108ac286cd14987a395baaf289283fd_187) | | | [79](#i2108ac286cd14987a395baaf289283fd_187) | | |

| 5. | | | [Accounts Receivable](#i2108ac286cd14987a395baaf289283fd_193) | | | [81](#i2108ac286cd14987a395baaf289283fd_193) | | |

| 6. | | | [Inventories](#i2108ac286cd14987a395baaf289283fd_196) | | | [82](#i2108ac286cd14987a395baaf289283fd_196) | | |

| 8. | | | [Equity Investments](#i2108ac286cd14987a395baaf289283fd_202) | | | [85](#i2108ac286cd14987a395baaf289283fd_202) | | |

| 11. | | | [Debt](#i2108ac286cd14987a395baaf289283fd_211) | | | [89](#i2108ac286cd14987a395baaf289283fd_211) | | |

| 12. | | | [Leases](#i2108ac286cd14987a395baaf289283fd_217) | | | [93](#i2108ac286cd14987a395baaf289283fd_217) | | |

| 16. | | | [Income Taxes](#i2108ac286cd14987a395baaf289283fd_235) | | | [114](#i2108ac286cd14987a395baaf289283fd_235) | | |

[Table of Contents](#i2108ac286cd14987a395baaf289283fd_10)

[Table of Contents](#i2108ac286cd14987a395baaf289283fd_10)

[Table of Contents](#i2108ac286cd14987a395baaf289283fd_10)

[Table of Contents](#i2108ac286cd14987a395baaf289283fd_10)

[Table of Contents](#i2108ac286cd14987a395baaf289283fd_10)

[Table of Contents](#i2108ac286cd14987a395baaf289283fd_10)

We grant restricted stock units (“RSUs”), stock option awards (“Stock options”), performance share units (“PSUs”), and other cash and stock awards to employees as a form of compensation.

[Table of Contents](#i2108ac286cd14987a395baaf289283fd_10)

[Table of Contents](#i2108ac286cd14987a395baaf289283fd_10)

[Table of Contents](#i2108ac286cd14987a395baaf289283fd_10)

[Table of Contents](#i2108ac286cd14987a395baaf289283fd_10)

*Reference Rate Reform*—In December 2022, the FASB issued ASU No. 2022-06, *Reference Rate Reform (Topic 848)*: Deferral of the Sunset Date of Topic 848.

Previously, the FASB issued accounting guidance set forth by Topic 848 to provide optional expedients and exceptions in accounting for contract modifications, hedging relationships and other transactions that reference London Inter-Bank Offered Rate (“LIBOR”), or another reference rate, expected to be discontinued as a result of reference rate reform, if certain criteria are met.

The new guidance defers the sunset date of Topic 848 from December 31, 2022 to December 31, 2024 and is effective immediately upon issuance.

*Fair Value Measurement*—In June 2022, the FASB issued ASU 2022-03, *Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions*.

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

February 24, 2022

LYONDELLBASELL INDUSTRIES N.V.

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

| Proceeds from repurchase agreements | | | — | | | | | | — | | | | | | 527 | | |

| Balance, December 31, 2018 | | | $ | 22 | | | | | $ | (2,206) | | | | | $ | 7,041 | | | | | $ | 6,763 | | | | | $ | (1,363) | | | | | $ | 10,257 | | | | | $ | 23 | | | | | | | |

| Other comprehensive loss | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (421) | | | | | | (421) | | | | | | — | | | | | | | | |

| Distribution to non-controlling interests | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (4) | | | | | | | | |

| Cancellation of Treasury shares | | | (3) | | | | | | 5,312 | | | | | | (1,056) | | | | | | (4,253) | | | | | | — | | | | | | — | | | | | | — | | | | | | | | |

| Sales of non-controlling interests | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | *—* | | | | | | — | | | | | | (3) | | | | | | | | |

| 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) | | |

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

Gain or loss on retirement or sale of property, plant and equipment is recognized in Other income (expense), net.

We operate the Louisiana Joint Venture assets and market the polyethylene off-take for all partners through our global sales team.

*Available-for-Sale Debt Securities—*The fair value of our available-for-sale debt securities is calculated using observable market data for similar securities and broker quotes from recognized purveyors of market data.

Events surrounding the COVID-19 pandemic continue to evolve and negatively impact global markets and demand for our products.

We continue to assess the potential financial statement impacts of COVID-19 and commodity price volatility throughout the duration of the pandemic.

The extent of the impact of the pandemic on our operational and financial performance will depend on future developments which are uncertain and cannot be predicted.

An extended period of economic disruption could have a material adverse impact on our business, results of operations, access to sources of liquidity and financial condition.

*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.*

The guidance clarifies that an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting for the purposes of applying the measurement alternative in accordance with Topic 321.

The standard also includes scope considerations for entities that hold certain non-derivative forward contracts and purchased options to acquire equity securities that, upon settlement of the forward contract or exercise of the purchase option, would be accounted for under the equity method of accounting.

*Convertible Instruments—*In August 2020, the FASB issued ASU 2020-06, *Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.*

The guidance simplifies the accounting for convertible instruments and the application of the derivatives scope exception for contracts in an entity’s own equity.

The standard also amends the accounting for convertible instruments in the diluted earnings per share calculation and requires enhanced disclosures of convertible instruments and contracts in an entity’s own equity.

The guidance is effective for fiscal years beginning after December 15, 2021 and may be applied on a modified or fully retrospective basis.

*Debt*—In October 2021, the FASB issued ASU 2020-09, *Debt (Topic 470): Amendments to SEC Paragraphs Pursuant to SEC Release No. 33-10762.*

This guidance amends and supersedes SEC paragraphs in the Accounting Standards Codification to reflect the issuance of SEC Release No. 33-10762 related to financial disclosure requirements for subsidiary issuers and guarantors of registered debt securities and affiliates whose securities are pledged as collateral for registered securities.

The guidance is effective for annual and interim periods ending after January 4, 2021.

The guidance is effective for annual periods beginning after December 15, 2021, with early application permitted.

These charges primarily related to the decline in pricing for our raw material and finished goods inventories and in domestic polyethylene prices, respectively.

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

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

| In-process research and development costs | | | | | | 109 | | | | | | (97) | | | | | | 12 | | | | | | 117 | | | | | | (96) | | | | | | 21 | | |

| Trade name and trademarks | | | | | | 104 | | | | | | (93) | | | | | | 11 | | | | | | 108 | | | | | | (88) | | | | | | 20 | | |

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: 2021,] [added: 2022,] 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: 2021] [added: 2022] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

[Table of [removed: Contents](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_7)][added: Contents](#i2108ac286cd14987a395baaf289283fd_10)]

All other information required by this Item will be included in our Proxy Statement relating to our [removed: 2022] [added: 2023] 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: 2022] [added: 2023] 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: 2022] [added: 2023] 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: 2022] [added: 2023] 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: 2022] [added: 2023] 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: 2022] [added: 2023] 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](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_7)][added: Contents](#i2108ac286cd14987a395baaf289283fd_10)]

| | | | 4.6 | | | | | | [First Supplemental Indenture, dated as of December 10, 2015, to Indenture dated as of April 9, 2012, between LyondellBasell Industries [removed: N.V.](http://www.sec.gov/Archives/edgar/data/1489393/000119312515402582/d100929dex41.htm) [and] [added: N.V. 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) | | |

[Table of [removed: Contents](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_7)][added: Contents](#i2108ac286cd14987a395baaf289283fd_10)]

| | | | 4.26 | | | | | | [Officer’s Certificate of LYB International Finance III, LLC relating to [removed: the](http://www.sec.gov/Archives/edgar/data/1489393/000148939320000017/exhibit42apr2020debtbr.htm) [3.375%] [added: the 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) | | |

| | | | 4.29 | | | | | | [Officer’s Certificate of LYB International Finance III, LLC relating to [removed: the](http://www.sec.gov/Archives/edgar/data/1489393/000148939320000054/exhibit422020octdebt8-k.htm) [1.250%] [added: the 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) | | |

| | | | 10.1+ | | | | | | [Offer Letter dated December 8, 2021 [removed: 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] [added: between Peter 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 13, 2021)](http://www.sec.gov/Archives/edgar/data/1489393/000110465921148833/tm2134937d1_ex10-1.htm) | | |

| | | | [removed: 10.4+] [added: 10.6+] | | | | | | [Offer Letter dated May 17, 2019 between Torkel Rhenman and Lyondell Chemical Company (incorporated by reference to Exhibit 10.7 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/a2019q4exhibit107.htm) | | |

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

| | | | [removed: 10.6+] [added: 10.10+] | | | | | | [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: 10.7+] [added: 10.11+] | | | | | | [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: 10.8+] [added: 10.12+] | | | | | | [LyondellBasell Executive Severance Plan, Amended & Restated, effective as of December 13, 2021 and Form of Participation Agreement (incorporated by reference to Exhibit 10.3 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_ex10-3.htm) | | |

| | | | [removed: 10.9+] [added: 10.13+] | | | | | | [Form of Executive Severance Plan Participation Agreement between Lyondell Chemical Company [removed: 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] [added: and Peter 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) | | |

| | | | [removed: 10.10+] [added: 10.14+] | | | | | | [Form of Officer and Director Indemnification Agreement (incorporated by reference to Exhibit 10.12 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/a2018q4exhibit1012.htm) | | |

| | | | [removed: 10.11+] [added: 10.15+] | | | | | | [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 28, 2021)](http://www.sec.gov/Archives/edgar/data/1489393/000148939321000019/exhibit101_2021mayagm8-k.htm) | | |

| | | | [removed: 10.12+] [added: 10.19+] | | | | | | [removed: [2020] [added: [2022] Form of Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit [removed: 10.19] [added: 10.18] of our Annual Report on Form 10-K filed with the SEC on February [removed: 20, 2020)](http://www.sec.gov/Archives/edgar/data/1489393/000148939320000009/a2019q4exhibit1019.htm)] [added: 24, 2022)](https://www.sec.gov/Archives/edgar/data/1489393/000148939322000009/a2021q4exhibit1018.htm)] | | |

| | | | [removed: 10.13+] [added: 10.20+] | | | | | | [removed: [2020] [added: [2022] Form of Performance Share Unit Award [removed: Agreement (incorporated] [added: Agreement](https://www.sec.gov/Archives/edgar/data/1489393/000148939322000009/a2021q4exhibit1019.htm) [](https://www.sec.gov/Archives/edgar/data/1489393/000148939322000009/a2021q4exhibit1019.htm)[(incorporated] by reference to Exhibit [removed: 10.20 of] [added: 10.1](https://www.sec.gov/Archives/edgar/data/1489393/000148939322000009/a2021q4exhibit1019.htm)[9](https://www.sec.gov/Archives/edgar/data/1489393/000148939322000009/a2021q4exhibit1019.htm) [of] our Annual Report on Form 10-K filed with the SEC on February [removed: 20, 2020)](http://www.sec.gov/Archives/edgar/data/1489393/000148939320000009/a2019q4exhibit1020.htm)] [added: 24, 2022)](https://www.sec.gov/Archives/edgar/data/1489393/000148939322000009/a2021q4exhibit1019.htm)] | | |

| | | | [removed: 10.14+] [added: 10.21+] | | | | | | [removed: [2020] [added: [2022] Form of Non-Qualified Stock Option Award [removed: Agreement (incorporated] [added: Agreement](https://www.sec.gov/Archives/edgar/data/1489393/000148939322000009/a2021q4exhibit1020.htm) [](https://www.sec.gov/Archives/edgar/data/1489393/000148939322000009/a2021q4exhibit1020.htm)[(incorporated] by reference to Exhibit [removed: 10.21 of] [added: 10.](https://www.sec.gov/Archives/edgar/data/1489393/000148939322000009/a2021q4exhibit1020.htm)[20](https://www.sec.gov/Archives/edgar/data/1489393/000148939322000009/a2021q4exhibit1020.htm) [of] our Annual Report on Form 10-K filed with the SEC on February [removed: 20, 2020)](http://www.sec.gov/Archives/edgar/data/1489393/000148939320000009/a2019q4exhibit1021.htm)] [added: 24, 2022)](https://www.sec.gov/Archives/edgar/data/1489393/000148939322000009/a2021q4exhibit1020.htm)] | | |

| | | | [removed: 10.15+] [added: 10.16+] | | | | | | [2021 Form of Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed with the SEC on April 30, 2021)](http://www.sec.gov/Archives/edgar/data/1489393/000148939321000014/a2021q1exhibit101.htm) | | |

| | | | [removed: 10.16+] [added: 10.17+] | | | | | | [2021 Form of Performance Share Unit Award Agreement (incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q filed with the SEC on April 30, 2021)](http://www.sec.gov/Archives/edgar/data/1489393/000148939321000014/a2021q1exhibit102.htm) | | |

| | | | [removed: 10.17+] [added: 10.18+] | | | | | | [2021 Form of Non-Qualified Stock Option Award Agreement (incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q filed with the SEC on April 30, 2021)](http://www.sec.gov/Archives/edgar/data/1489393/000148939321000014/a2021q1exhibit103.htm) | | |

| | | | [removed: 10.18+*] [added: 10.22+*] | | | | | | [removed: [2022] [added: [2023] Form of Restricted Stock Unit Award [removed: Agreement](https://www.sec.gov/Archives/edgar/data/1489393/000148939322000009/a2021q4exhibit1018.htm)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/1489393/000148939323000006/a2022q4exhibit1022.htm)] | | |

| | | | [removed: 10.19+*] [added: 10.23+*] | | | | | | [removed: [2022 Form] [added: [202](https://www.sec.gov/Archives/edgar/data/1489393/000148939323000006/a2022q4exhibit1023.htm)[3](https://www.sec.gov/Archives/edgar/data/1489393/000148939323000006/a2022q4exhibit1023.htm) [Form] of Performance Share Unit Award [removed: Agreement](https://www.sec.gov/Archives/edgar/data/1489393/000148939322000009/a2021q4exhibit1019.htm)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/1489393/000148939323000006/a2022q4exhibit1023.htm)] | | |

| | | | [removed: 10.20+*] [added: 10.24+*] | | | | | | [removed: [2022 Form] [added: [202](https://www.sec.gov/Archives/edgar/data/1489393/000148939323000006/a2022q4exhibit1024.htm)[3](https://www.sec.gov/Archives/edgar/data/1489393/000148939323000006/a2022q4exhibit1024.htm) [Form] of Non-Qualified Stock Option Award [removed: Agreement](https://www.sec.gov/Archives/edgar/data/1489393/000148939322000009/a2021q4exhibit1020.htm)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/1489393/000148939323000006/a2022q4exhibit1024.htm)] | | |

| | | | [removed: 10.21+] [added: 10.25+] | | | | | | [Form of 2021 Cash Incentive Award Agreement (incorporated by reference to our Current Report on Form 8-K filed with the SEC on August 27, 2021)](http://www.sec.gov/Archives/edgar/data/1489393/000148939321000041/exhibit101_aug27th20218-k.htm) | | |

| | | | [removed: 10.22+] [added: 10.26+] | | | | | | [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) | | |

| | | | [removed: 10.23] [added: 10.27] | | | | | | [Second Amended and Restated Credit Agreement, dated November 23, 2021, among LyondellBasell Industries N.V. and LYB Americas Finance Company LLC, as Borrowers, the Lenders from time to time party thereto , Citibank, N.A., as Administrative Agent, Wells Fargo Bank, National Association as Syndication Agent and the other parties thereto (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on November 24, 2021)](http://www.sec.gov/Archives/edgar/data/1489393/000110465921143550/tm2133449d1_ex10-1.htm) | | |

| | | | [removed: 10.24] [added: 10.28] | | | | | | [Receivables Purchase Agreement, dated September 11, 2012, by and among Lyondell Chemical Company, as initial servicer, and LYB Receivables LLC, as seller, PNC National Association, as Administrator and LC Bank, certain conduit purchasers, committed purchasers, LC participants and purchaser agents that are parties thereto from time to time (incorporated by reference to Exhibit 10.1 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/d412039dex101.htm) | | |

| | | | [removed: 10.25] [added: 10.29] | | | | | | [Second Amendment to Receivables Purchase Agreement, dated August 26, 2015, 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 to our Current Report on Form 8-K filed with the SEC on August 28, 2015)](http://www.sec.gov/Archives/edgar/data/1489393/000119312515306993/d24388dex10.htm) | | |

| | | | [removed: 10.26] [added: 10.30] | | | | | | [Third Amendment to Receivables Purchase Agreement, dated July 24, 2018, 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 10.1 to our Current Report on Form 8-K filed with the SEC on July 27, 2018)](http://www.sec.gov/Archives/edgar/data/1489393/000119312518229795/d557600dex101.htm) | | |

| | | | [removed: 10.27] [added: 10.31] | | | | | | [Fourth Amendment to Receivables Purchase Agreement, dated as of June 30, 2021, 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 10.1 to our Current Report on Form 8-K filed with the SEC on July 2, 2021)](http://www.sec.gov/Archives/edgar/data/1489393/000148939321000032/exh101_2021jun8-k.htm) | | |

| | | | [removed: 10.28] [added: 10.32] | | | | | | [Acknowledgement of Amendment to Receivables Purchase Agreement, dated April 14, 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 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_ex10-3.htm) | | |

| | | | [removed: 10.29] [added: 10.33] | | | | | | [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) | | |

| | | | [removed: 10.30] [added: 10.34] | | | | | | [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, 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) | | |

| | | | 21* | | | | | | [List of subsidiaries of the [removed: registrant](https://www.sec.gov/Archives/edgar/data/1489393/000148939322000009/a2021q4exhibit21.htm)] [added: registrant](https://www.sec.gov/Archives/edgar/data/1489393/000148939323000006/a2022q4exhibit21.htm)] | | |

| | | | 23* | | | | | | [Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/1489393/000148939322000009/a2021q4exhibit23.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/1489393/000148939323000006/a2022q4exhibit23.htm)] | | |

| | | | 31.1* | | | | | | [Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of [removed: 1934](https://www.sec.gov/Archives/edgar/data/1489393/000148939322000009/a2021q4exhibit311.htm)] [added: 1934](https://www.sec.gov/Archives/edgar/data/1489393/000148939323000006/a2022q4exhibit311.htm)] | | |

| | | | 31.2* | | | | | | [Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of [removed: 1934](https://www.sec.gov/Archives/edgar/data/1489393/000148939322000009/a2021q4exhibit312.htm)] [added: 1934](https://www.sec.gov/Archives/edgar/data/1489393/000148939323000006/a2022q4exhibit312.htm)] | | |

| | | | 32* | | | | | | [Certifications pursuant to 18 U.S.C. Section [removed: 1350](https://www.sec.gov/Archives/edgar/data/1489393/000148939322000009/a2021q4exhibit32.htm)] [added: 1350](https://www.sec.gov/Archives/edgar/data/1489393/000148939323000006/a2022q4exhibit32.htm)] | | |

[Table of Contents](#i2108ac286cd14987a395baaf289283fd_10)

[Table of Contents](#i2108ac286cd14987a395baaf289283fd_10)

| | | | 10.4+ | | | | | | [Recognition Award dated May 26, 2022 from the Company to Kenneth Lane (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 31, 2022)](https://www.sec.gov/Archives/edgar/data/1489393/000148939322000031/exhibit101_may3120228-k.htm) | | |

| | | | 10.5+ | | | | | | [Appointment letter for Kenneth Lane dated September 2](https://www.sec.gov/Archives/edgar/data/1489393/000148939322000046/a2022q3exhibit102.htm)[6](https://www.sec.gov/Archives/edgar/data/1489393/000148939322000046/a2022q3exhibit102.htm)[, 2022 (incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q filed with the SEC on October 28, 2022)](https://www.sec.gov/Archives/edgar/data/1489393/000148939322000046/a2022q3exhibit102.htm) | | |

| | | | 10.8+ | | | | | | [Appointment Letter for Torkel Rhenman dated September 2](https://www.sec.gov/Archives/edgar/data/1489393/000148939322000046/a2022q3exhibit101.htm)[7](https://www.sec.gov/Archives/edgar/data/1489393/000148939322000046/a2022q3exhibit101.htm)[, 2022 (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed with the SEC on October 28, 2022)](https://www.sec.gov/Archives/edgar/data/1489393/000148939322000046/a2022q3exhibit101.htm) | | |

| | | | 10.9+* | | | | | | [International Assignment Letter for James Guilfoyle dated November 8, 2022](https://www.sec.gov/Archives/edgar/data/1489393/000148939323000006/a2022q4exhibit109.htm) | | |

[Table of Contents](#i2108ac286cd14987a395baaf289283fd_10)

[Table of Contents](#i2108ac286cd14987a395baaf289283fd_10)

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[Table of [removed: Contents](#i3d32eefc95fe4ab4a52bb2d2a5b3b269_7)][added: Contents](#i2108ac286cd14987a395baaf289283fd_10)]

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

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

| /s/ MICHAEL C. MCMURRAY | | | Executive Vice President and | | | February [removed: 24, 2022] [added: 23, 2023] | | |

| /s/ CHUKWUEMEKA A. OYOLU | | | Senior Vice President, | | | February [removed: 24, 2022] [added: 23, 2023] | | |

| /s/ JACQUES AIGRAIN | | | [removed: Chairman] [added: Chair] of the Board | | | February [removed: 24, 2022] [added: 23, 2023] | | |

| /s/ LINCOLN BENET | | | Director | | | February [removed: 24, 2022] [added: 23, 2023] | | |

| /s/ JAGJEET S. BINDRA | | | Director | | | February [removed: 24, 2022] [added: 23, 2023] | | |

| /s/ ROBIN W.T. BUCHANAN | | | Director | | | February [removed: 24, 2022] [added: 23, 2023] | | |

| /s/ ANTHONY R. CHASE | | | Director | | | February [removed: 24, 2022] [added: 23, 2023] | | |

| /s/ NANCE K. DICCIANI | | | Director | | | February [removed: 24, 2022] [added: 23, 2023] | | |

| /s/ ROBERT W. DUDLEY | | | Director | | | February [removed: 24, 2022] [added: 23, 2023] | | |

| /s/ CLAIRE S. FARLEY | | | Director | | | February [removed: 24, 2022] [added: 23, 2023] | | |

| /s/ MICHAEL S. HANLEY | | | Director | | | February [removed: 24, 2022] [added: 23, 2023] | | |

| /s/ ALBERT J. MANIFOLD | | | Director | | | February [removed: 24, 2022] [added: 23, 2023] | | |

| Date: | | | February 23, 2023 | | | | | | | | | */s/Peter Vanacker* | | |

| | | | | | | | | | Name: | | | Peter Vanacker | | |

[Table of Contents](#i2108ac286cd14987a395baaf289283fd_10)

| /s/ PETER VANACKER | | | Chief Executive Officer and Director | | | February 23, 2023 | | |

| /s/ VIRGINIA A. KAMSKY | | | Director | | | February 23, 2023 | | |

| Virginia A. Kamsky | | | | | | | | |

| Date: | | | February 24, 2022 | | | | | | | | | */s/Kenneth Lane* | | |

| | | | | | | | | | Name: | | | Kenneth Lane | | |

| /s/ KENNETH LANE | | | Interim Chief Executive Officer | | | February 24, 2022 | | |

| /s/ STEPHEN F. COOPER | | | Director | | | February 24, 2022 | | |

| Stephen F. Cooper | | | | | | | | |