LyondellBasell Industries (LYB) 10-K risk factor changes: FY2023 vs FY2022

For [removed: example] [added: 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.

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

Political instability, civil disturbances and actions by governments in these areas are more likely to substantially increase the price and decrease the supply of raw materials necessary for our [removed: operations,] [added: operations or impair our ability to deliver products to customers,] which could have a material adverse effect on our results of operations.

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

As of December 31, [removed: 2022,] [added: 2023,] we had no borrowings or letters of credit outstanding under the facility and [removed: $200 million, net of discount,] [added: no borrowings] outstanding under our commercial paper program, leaving an unused and available credit capacity of [removed: $3,050] [added: $3,250] million.

As of December 31, [removed: 2022,] [added: 2023,] we had [added: no borrowing or letters of credit outstanding and] availability of [removed: $794] [added: $900] million under this facility.

If we were to incur a significant liability for which we were not fully insured, we might not be able to finance the [added: 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.]

Delays or cost increases related to capital spending programs involving engineering, procurement and construction of facilities could materially adversely affect our ability to achieve forecasted internal rates of return and operating [removed: results.][added: results, or impair our ability to meet our sustainability or other targets or goals.]

For example, higher costs arising from delaying construction of our world-scale PO/TBA plant in Houston [removed: due to COVID-19,] [added: including] more extensive civil [removed: construction,] [added: construction] and unexpected tariffs on [removed: materials] [added: materials,] increased our costs and impacted our projected rate of return on the project.

Shared control or lack of control of joint ventures [added: or equity investments] may delay decisions or actions regarding our joint [removed: ventures.][added: ventures, or adversely affect our financial results.]

A portion of our operations are conducted through joint [removed: ventures,] [added: ventures or equity investments,] where control may be exercised by or shared with unaffiliated third parties.

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

If a joint venture participant acts contrary to our interest, [added: or is unsuccessful in conducting its business,] it could harm our brand, business, results of operations and financial condition.

We may be required to record material charges against our earnings due to any number of events [removed: that could cause] [added: including] impairments [removed: to] [added: of] our assets.

Any decision to permanently close facilities or exit a business [removed: would likely] [added: may] result in impairment and other charges to earnings.

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 [added: $334 million and] $187 million of [removed: expense.][added: expense in 2023 and 2022, respectively.]

See [removed: Notes 7, 12 and 20] [added: Note 15] to the Consolidated Financial Statements for additional information regarding [removed: the planned exit.][added: pensions and other post-retirement benefits.]

In addition, most of our European transactions and assets, including cash [removed: reserves] and receivables, are denominated in euros.

We anticipate [removed: the forthcoming] [added: that these] regulations will result in an accelerated reduction of our free allowances and higher market prices for purchased allowances.

Legislation and regulatory initiatives could lead to a decrease in demand for our [removed: products.][added: products or reputational harm.]

Our sites rely on rivers [added: and other waterways] for transportation that may experience restrictions in times of drought or other unseasonal weather variation.

There is a growing concern with the accumulation of plastic, [removed: including microplastics, and] plastic [removed: waste] [added: additives, and microplastics] in the [removed: environment.][added: environment, particularly in waterways and oceans.]

The European Union has been undertaking a series of actions under its Circular 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 requirements, and [removed: adoption of] a [removed: proposed] [added: proposal for a] Packaging and Packaging Waste Regulation [removed: in 2022.][added: to replace the Packaging and Packaging Waste Directive.]

[removed: In December 2022, we announced that we were increasing our] [added: We have set] GHG emissions reduction targets for 2030, [removed: while maintaining our previously announced goal] [added: and aim] to achieve net zero scope 1 and 2 GHG emissions by 2050.

In September 2020, we announced a circularity goal of [added: producing and] marketing at least two million metric tons of recycled and renewable-based polymers annually by 2030.

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

As of December 31, [removed: 2022,] [added: 2023,] the aggregate deficit was [removed: $662] [added: $853] million.

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For example, during the fourth quarter of 2023, we identified an impairment trigger related to the adverse financial performance of our European PO joint venture which resulted in a non-cash impairment charge of $192 million.

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Throughout 2023, a series of legislative reforms arising out of the EU’s ‘Fit for 55’ package of proposals have been adopted and are in the process of being implemented, including reforms to the EU Emissions Trading System (ETS), and the introduction of a Carbon Border Adjustment Mechanism.

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U.S. state and federal regulators, international regulators, investors, consumers and other stakeholders are focused on environmental, social, and governance (“ESG”) considerations.

ESG disclosure obligations have required and may continue to require us to implement new practices and reporting processes, and have created and will continue to create additional compliance risk.

If we are unable to meet our circularity, greenhouse gas reduction, diversity or other goals, or if we are perceived by regulators, customers, stockholders or employees to have not responded appropriately to the growing concern for these issues, our reputation, and therefore our ability to sell our products, could be negatively impacted.

If, as a result of their assessment of our ESG performance, certain investors are unsatisfied with our actions or progress, they may reconsider their investment in our shares or debt securities.

Providers of debt and equity financing may also consider our sustainability performance and external ESG ratings, which we have limited ability to influence, which could impact our cost of capital and adversely affect our business.

In addition, if customers increasingly set their own scope 3 GHG emissions reduction targets, this could lead to a decrease in demand for our products.

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

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.

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 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.

The COVID-19 pandemic could materially adversely affect our financial condition and results of operations.

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.

The return to pre-pandemic economic activity continues to depend on the severity and transmission rate of the virus, the continued effectiveness of vaccines and treatments, and policy decisions made by governments in reaction to evolving local conditions.

Any further global supply chain or economic disruption as a result of COVID-19 could have a material negative impact on our business, results of operations, access to sources of liquidity and financial condition.

See Note 14 to the Consolidated Financial Statements for additional information regarding pensions and other post-retirement benefits.

The discussion summarizing the significant factors affecting the results of operations and financial condition for the year ended December 31, [removed: 2020] [added: 2021] and for the year ended December 31, [removed: 2021] [added: 2022] compared to [removed: 2020 have] [added: 2021 has] been excluded from this Form 10-K and can be found in [added: the update to] 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: 2021, which was] [added: 2022 as reported in Exhibit 99.1 to the Current Report on form 8-K of the Company] filed with the Securities and Exchange Commission on [removed: February 24, 2022, of which Item 7] [added: May 12, 2023 and] is incorporated herein by reference.

During [removed: 2022] [added: 2023,] we generated [removed: $6.1] [added: $4.9] billion in cash from operating activities.

[removed: In 2022,] [added: Additionally,] approximately [removed: $1.9] [added: $1.5] billion was reinvested in the business [removed: and $3.7] [added: through capital expenditures while $1.8] billion was returned to shareholders through quarterly [removed: dividends, a special dividend] [added: dividends] and share repurchases.

| Millions of dollars | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | | | |

| Sales and other operating revenues | | | | | | $ | [removed: 50,451] [added: 41,107] | | | | | $ | [removed: 46,173] [added: 50,451] | | | | | | | |

| Cost of sales | | | | | | [removed: 43,847] [added: 35,849] | | | | | | [removed: 37,397] [added: 43,847] | | | | | | | | |

| Selling, general and administrative expenses | | | | | | [removed: 1,310] [added: 1,557] | | | | | | [removed: 1,255] [added: 1,310] | | | | | | | | |

| Research and development expenses | | | | | | [removed: 124] [added: 130] | | | | | | 124 | | | | | | | | |

| Operating income | | | | | | [removed: 5,101] [added: 3,053] | | | | | | [removed: 6,773] [added: 5,101] | | | | | | | | |

| Interest expense | | | | | | [removed: (287)] [added: (477)] | | | | | | [removed: (519)] [added: (287)] | | | | | | | | |

| Interest income | | | | | | [removed: 29] [added: 129] | | | | | | [removed: 9] [added: 29] | | | | | | | | |

| Other [removed: (expense) income,] [added: expense,] net | | | | | | [removed: (72)] [added: (58)] | | | | | | [removed: 62] [added: (72)] | | | | | | | | |

| Income from equity investments | | | | | | [removed: 5] [added: 49] | | | | | | [removed: 461] [added: 98] | | | | | | | | |

| Income from continuing operations before income taxes | | | | | | [removed: 4,776] [added: 2,627] | | | | | | [removed: 6,786] [added: 4,776] | | | | | | | | |

| Provision for income taxes | | | | | | [removed: 882] [added: 501] | | | | | | [removed: 1,163] [added: 882] | | | | | | | | |

| Income from continuing operations | | | | | | [removed: 3,894] [added: 2,126] | | | | | | [removed: 5,623] [added: 3,894] | | | | | | | | |

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

| Net income | | | | | | [removed: 3,889] [added: 2,121] | | | | | | [removed: 5,617] [added: 3,889] | | | | | | | | |

| Financial derivatives | | | | | | [removed: 208] [added: (80)] | | | | | | [removed: 72] [added: 208] | | | | | | | | |

| Defined benefit pension and other postretirement benefit plans | | | | | | [removed: 346] [added: (97)] | | | | | | [removed: 224] [added: 346] | | | | | | | | |

| Foreign currency translations | | | | | | [removed: (123)] [added: 73] | | | | | | [removed: (155)] [added: (123)] | | | | | | | | |

| Total other comprehensive [added: (loss)] income, net of tax | | | | | | [removed: 431] [added: (104)] | | | | | | [removed: 140] [added: 431] | | | | | | | | |

| Comprehensive income | | | | | | $ | [removed: 4,320] [added: 2,017] | | | | | $ | [removed: 5,757] [added: 4,320] | | | | | | | |

Average sales prices in [removed: 2022] [added: 2023] were [removed: higher] [added: lower] for many of our [removed: products] [added: products,] as sales prices generally correlate with crude oil prices, which [removed: increased] [added: decreased] relative to [removed: 2021.][added: 2022.]

These [removed: higher] [added: lower] prices led to a [removed: 13% increase] [added: 21% decrease] in revenue.

[removed: Unfavorable] [added: Favorable] foreign exchange impacts resulted in a [removed: 4% decrease] [added: 1% increase] in revenue.

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

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

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

See Notes [removed: 7] [added: 8, 9] and [removed: 20] [added: 21] to the Consolidated Financial Statements for additional information regarding impairment charges.

In [removed: 2022,] [added: 2023,] Operating income decreased for our [added: Refining,] O&P-Americas, [removed: O&P-EAI, Technology and] [added: I&D,] APS [added: and O&P-EAI] segments by [removed: $2,470] [added: $668] million, [removed: $1,214] [added: $541] million, [removed: $140] [added: $342 million, $277] million and [removed: $85] [added: $235] million, respectively.

See Note [removed: 11] [added: 21] to the Consolidated Financial Statements for additional information.

Income Taxes—Our effective income tax rates of [removed: 18.5%] [added: 19.1%] in [removed: 2022] [added: 2023] and [removed: 17.1%] [added: 18.5%] in [removed: 2021] [added: 2022] resulted in tax provisions of [removed: $882] [added: $501] million and [removed: $1,163] [added: $882] million, respectively.

These increases were [removed: coupled with a decrease in exempt income in 2022 resulting in a 2% increase] [added: partially offset by decreases] in the effective tax [removed: rate, partially offset by] [added: rate of 2.8% related to] changes in [removed: pretax] [added: pre-tax] income in countries with varying statutory tax rates and [removed: fluctuations] [added: 1.0% related to a patent box ruling received] in [removed: uncertain tax positions] [added: the fourth quarter] of [removed: 2.1% and 1.8%, respectively.][added: 2023.]

For additional information, see Note [removed: 16] [added: 17] to [removed: our] [added: the] Consolidated Financial Statements.

Comprehensive Income—Comprehensive income decreased by [removed: $1,437] [added: $2,303] million in [removed: 2022] [added: 2023] compared to [removed: 2021,] [added: 2022,] primarily due to a decrease in net income.

Financial derivatives designated as cash flow hedges, primarily our forward-starting interest rate swaps, led to [removed: an increase] [added: a decrease] in Comprehensive income of [removed: $136] [added: $288] million in [removed: 2022] [added: 2023] compared to [removed: 2021,] [added: 2022,] due to periodic changes in the benchmark interest [removed: rates.][added: rates combined with a decrease in notional outstanding.]

Defined benefit pension and other postretirement benefit plans led to [removed: an increase] [added: a decrease] in Comprehensive income of [removed: $122] [added: $443] million in [removed: 2022] [added: 2023] compared to [removed: 2021,] [added: 2022,] primarily [added: due to actuarial losses] resulting from [removed: changes in actuarial assumptions and] [added: lower-than-expected asset returns combined with the absence of pre-tax] pension [removed: settlements.][added: settlements in 2023.]

[removed: In 2022, a decrease in foreign] [added: Foreign] currency [removed: translation losses led to an increase in] [added: translations increased] Comprehensive income [removed: of $32] [added: by $196] million [added: in 2023] compared to [removed: 2021,] [added: 2022,] primarily due to [removed: continued strengthening] [added: the weakening] of the U.S. dollar relative to the euro and the [removed: pre-tax gain from] [added: British pound sterling in 2023, offset by] the effective portion of our net investment [removed: hedges in 2022.][added: hedges.]

Effective January 1, 2023, our *Catalloy* and polybutene-1 businesses were moved from the Advanced Polymer Solutions (“APS”) segment and reintegrated into the Olefins and Polyolefins-Americas (“O&P-Americas”) and Olefins and Polyolefins-Europe, Asia, International (“O&P-EAI”) segments.

This move allows the APS team to focus on our compounding and solutions business, and to develop a more agile operating model with meaningful regional and segment growth strategies.

The segment information provided herein has been revised for all periods presented to reflect these changes.

Throughout 2023, petrochemical markets faced headwinds from soft global demand, capacity additions and economic uncertainty.

Markets were broadly pressured by weak demand for durable goods which impacted margins in the O&P-Americas, O&P-EAI, Intermediates & Derivatives (“I&D”) and APS segments.

Refining results declined primarily as a result of lower demand for diesel and other distillates, compared to the prior year.

In contrast, oxyfuels margins benefited from tight supply and strong summertime gasoline crack spreads.

During 2023, we recognized non-cash impairment charges of $518 million, primarily consisting of a goodwill impairment charge of $252 million in our APS segment and an impairment charge of $192 million related to our European PO joint venture recognized in our I&D segment.

In the first quarter of 2023, we started up the world's largest propylene oxide (PO) and tertiary butyl alcohol (TBA) unit in Texas.

These new assets on the U.S. Gulf Coast have an annual capacity of 470 thousand metric tons of PO and one million metric tons of TBA and its derivatives.

In May 2023, we issued our inaugural $500 million green bond.

Proceeds from the bond are being used to finance or refinance, in whole or in part, new or existing eligible green projects in the areas of circular economy, renewable energy, pollution prevention and control, and energy efficiency.

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| Impairments | | | | | | 518 | | | | | | 69 | | | | | | | | |

Revenues—Revenues decreased by $9,344 million, or 19%, in 2023 compared to 2022.

Volume improvements resulted in a 1% increase in revenue, primarily driven by increased I&D sales volumes.

Cost of Sales—Cost of sales decreased by $7,998 million, or 18%, in 2023 compared to 2022.

On an annual basis, feedstock and energy related costs generally represent approximately 70% to 80% of cost of sales.

Impairments—During 2023, we recognized non-cash impairment charges of $518 million, primarily consisting of a goodwill impairment charge of $252 million in our APS segment and an impairment charge of $192 million related to our European PO joint venture recognized in our I&D segment.

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SG&A Expenses—Selling, general and administrative (“SG&A”) expenses increased by $247 million, or 19%, in 2023 compared to 2022.

Approximately 60% of this increase was attributable to higher employee-related expenses and the remaining increase was primarily driven by professional fees incurred for strategic projects.

Operating Income—Operating income decreased by $2,048 million, or 40%, in 2023 compared to 2022.

Operating income for our Technology segment increased by $3 million in 2023 compared to 2022.

Interest Expense—Interest expense increased by $190 million, or 66%, in 2023 compared to 2022.

Approximately 55% of this increase was attributable to lower capitalized interest associated with our new PO/TBA plant which started-up in the first quarter of 2023.

The remaining increase was primarily due to the impact of our fixed-for-floating interest rate swaps driven by higher interest rates in 2023.

Interest Income—Interest income increased by $100 million, or 345%, in 2023 compared to 2022.

Approximately three quarters of the increase was due to higher interest rates in 2023.

The remaining increase was driven by higher cash balances during 2023.

In 2023, non-deductible impairments, an audit settlement in the second quarter, and fluctuations in uncertain tax positions increased the effective tax rate by 1.1%, 1.4%, and 2.2%, respectively.

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The following table presents the reconciliation of Net Income to EBITDA for each of the periods presented:

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

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

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

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

| Millions of U.S. dollars | | | | | | 2023 | | | | | | 2022 | | | | | | | | | | | | | | | | | | | | |

| Net income | | | | | | $ | 2,121 | | | | | $ | 3,889 | | | | | | | | | | | | | | | | | | | |

| Loss from discontinued operations, net of tax | | | | | | 5 | | | | | | 5 | | | | | | | | | | | | | | | | | | | | |

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.

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.

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

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

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

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.

During 2021 we recognized a non-cash impairment charge of $624 million related to our Houston refinery.

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.

The following tables reflect selected financial information for our reportable segments.

| O&P-Americas | | | | | | $ | 13,935 | | | | | $ | 15,002 | | | | | | | |

| O&P-EAI | | | | | | 12,823 | | | | | | 13,490 | | | | | | | | |

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

| APS | | | | | | 5,231 | | | | | | 5,145 | | | | | | | | |

| O&P-Americas | | | | | | $ | 2,082 | | | | | $ | 4,552 | | | | | | | |

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

| APS | | | | | | 201 | | | | | | 286 | | | | | | | | |

| O&P-Americas | | | | | | $ | 582 | | | | | $ | 578 | | | | | | | |

| O&P-EAI | | | | | | 166 | | | | | | 197 | | | | | | | | |

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

| APS | | | | | | 109 | | | | | | 117 | | | | | | | | |

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

| I&D | | | | | | (39) | | | | | | (2) | | | | | | | | |

| O&P-Americas | | | | | | $ | 2,734 | | | | | $ | 5,273 | | | | | | | |

| O&P-EAI | | | | | | 112 | | | | | | 1,749 | | | | | | | | |

| I&D | | | | | | 1,872 | | | | | | 1,378 | | | | | | | | |

| APS | | | | | | 312 | | | | | | 409 | | | | | | | | |

| EBITDA | | | | | | 2,734 | | | | | | 5,273 | | | | | | | | |

EBITDA—EBITDA decreased by $2,539 million, or 48%, in 2022 compared to 2021.

See Note [removed: 13] [added: 14] to the Consolidated Financial Statements for further discussion of our management of commodity price risk, foreign exchange risk and interest rate risk.

[removed: The impact] [added: We estimate that a 10% change in commodity prices as] of [added: December 31, 2023, would change the fair value of our commodity derivative contracts by approximately $36 million; while] a 10% change in commodity prices [removed: at] [added: as of] December 31, [removed: 2022 and 2021] [added: 2022,] would not materially impact the fair values of our commodity derivative contracts.

Translation adjustments are deferred in Accumulated other comprehensive [removed: income.][added: income (loss).]

The table below illustrates the impact on [removed: Other] [added: other] comprehensive [removed: loss] [added: income (loss)] of a 10% fluctuation in the foreign currency rate associated with the hedges at December 31:

| Millions of euro/dollars | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | |

| Cross currency basis swaps | | | | | | € | 617 | | | | | € | 617 | | | | | euro/U.S. dollar rate | | | | | | $ | [removed: 67] [added: 70] | | | | | $ | [removed: 71] [added: 67] | |

| Cross currency swaps | | | | | | € | 750 | | | | | € | 750 | | | | | euro/U.S. dollar rate | | | | | | $ | [removed: 75] [added: 81] | | | | | $ | [removed: 92] [added: 75] | |

| Forward exchange contracts | | | | | | € | [removed: 1,350] [added: 1,550] | | | | | € | [removed: 1,250] [added: 1,350] | | | | | euro/U.S. dollar rate | | | | | | $ | [removed: 138] [added: 165] | | | | | $ | [removed: 142] [added: 138] | |

| Cross currency swaps | | | | | | € | 1,052 | | | | | € | [removed: 1,051] [added: 1,052] | | | | | euro/U.S. dollar rate | | | | | | $ | [removed: 113] [added: 117] | | | | | $ | [removed: 134] [added: 113] | |

Other (expense) income, net, in the Consolidated Statements of Income reflects net foreign currency losses of [removed: $14] [added: $34] million and [removed: $2] [added: $14] million in [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.

As of December 31, [removed: 2022,] [added: 2023,] our foreign currency contracts that are accounted for as economic hedges mature between January [removed: 2023] [added: 2024] and [removed: September 2023,] [added: January 2025,] inclusively, and had an aggregate notional amount of [removed: $396] [added: $555] million.

A 10% fluctuation compared to the U.S. dollar would have resulted in an additional impact to earnings of approximately [removed: $17] [added: $21] million and [removed: $4] [added: $17] million in [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.

We estimate that a 10% change in market interest rates as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] would change the fair value of these forward-starting interest rate swaps by approximately [removed: $23] [added: $12] million and [removed: $48] [added: $23] million, respectively.

At December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the total notional amount of these interest rate swaps was [removed: $2,164] [added: $2,171] million and [removed: $1,163] [added: $2,164] million, respectively.

At December 31, [removed: 2022,] [added: 2023,] after giving consideration to the fixed-rate debt that we have effectively converted to variable-rate debt, approximately [removed: 81%] [added: 80%] of our debt portfolio, on a gross basis, incurred interest at a fixed-rate and the remaining [removed: 19%] [added: 20%] of the portfolio incurred interest at a variable-rate.

We estimate that a 10% change in market interest rates as of December 31, [added: 2023 and] 2022, would change the fair value of these interest rate swaps by approximately [added: $14 million and] $35 [removed: 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.][added: million, respectively.]

*Variable-rate debt*—At December 31, [removed: 2022, our variable-rate debt consisted of $200 million outstanding] [added: 2023, we have no borrowings] under our Commercial Paper Program.

At December 31, [removed: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021] [added: 2022] would not materially impact the fair value of these facilities.

[Table of](#i5994131f12f14f9992c568de0bcb3be0_10) [Conte](#i5994131f12f14f9992c568de0bcb3be0_10)[nts](#i5994131f12f14f9992c568de0bcb3be0_10)

[Table of](#i5994131f12f14f9992c568de0bcb3be0_10) [Conte](#i5994131f12f14f9992c568de0bcb3be0_10)[nts](#i5994131f12f14f9992c568de0bcb3be0_10)

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

Information regarding our litigation and other legal proceedings can be found in Note [removed: 17] [added: 18] to the Consolidated Financial Statements.

In October 2023, we came to an agreement with the State to resolve the matter for $1.5 million.

The court entered the final judgment in January 2024, and we have paid the penalty amount.

[Table of](#i5994131f12f14f9992c568de0bcb3be0_10) [Conte](#i5994131f12f14f9992c568de0bcb3be0_10)[nts](#i5994131f12f14f9992c568de0bcb3be0_10)

In connection with an enforcement initiative of EPA regarding flare emissions at petrochemical plants, we have settled with EPA and 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 related to the settlement was entered by the U.S. District Court for the Southern District of Texas in January 2022.

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

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.

In March 2018, the Cologne, Germany local court issued a regulatory fine notice of €1.8 million arising from a pipeline leak near our Wesseling, Germany facility.

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

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

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

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

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

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

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

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

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

For the fiscal year ended December 31, [removed: 2022][added: 2023]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, [removed: or] a smaller reporting [added: company, or an emerging growth] company.

See the definitions of “large accelerated filer,” “accelerated [removed: filer” and] [added: filer,”] “smaller reporting [added: company,” and “emerging growth] company” in Rule 12b-2 of the Exchange Act.

The aggregate market value of common stock held by non-affiliates of the registrant on June 30, [removed: 2022,] [added: 2023,] the last business day of the registrant’s most recently completed second fiscal quarter, based on the closing price on that date of [removed: $87.46,] [added: $91.83,] was [removed: $22.4] [added: $23.6] billion.

Portions of the [removed: 2023] [added: 2024] Proxy Statement, in connection with the Company’s [removed: 2023] [added: 2024] Annual Meeting of Shareholders (in Part III), as indicated herein.

| [Cautionary statement for the purposes of the “safe harbor” provisions of the Private Securities Litigation Reform Act of [removed: 1995](#i2108ac286cd14987a395baaf289283fd_13)] [added: 1995](#i5994131f12f14f9992c568de0bcb3be0_13)] | | | | | | | | | [removed: [2](#i2108ac286cd14987a395baaf289283fd_13)] [added: [2](#i5994131f12f14f9992c568de0bcb3be0_13)] | | |

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We have a strong operational focus and, as a [removed: producer of] large volume [added: producer of] commodities, continuously strive to differentiate ourselves through safe, reliable and low-cost operations in all [added: of] our businesses.

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

Financial information about our business segments and geographical areas can be found in Note [removed: 20] [added: 21] to the Consolidated Financial Statements.

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: 2022, 2021] [added: 2023, 2022] or [removed: 2020.][added: 2021.]

Olefins & co-products sales accounted for approximately 9%, [removed: 11% and] 9% [added: and 11%] of our consolidated revenues in [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020.][added: 2021, respectively.]

PE sales accounted for approximately [removed: 19%, 22%] [added: 18%, 19%] and [removed: 21%] [added: 22%] of our consolidated revenues in [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] respectively.

[removed: PP] [added: The] sales [added: of refined products] accounted for approximately [removed: 13%, 17%] [added: 22%, 22%] and 16% of our consolidated revenues in [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] respectively.

Based on published capacity data and including our proportionate share of joint ventures, we believe as of December 31, [removed: 2022,] [added: 2023,] we were:

- the second largest producer of PP in North America, with capacity of 1.9 million tons per year, including approximately [removed: 280] [added: 290] thousand tons of *Catalloy* [removed: capacity reported within our Advanced Polymer Solutions segment.][added: capacity.]

*Joint Venture Relationships*—We participate in several manufacturing joint ventures in Saudi Arabia, China, Poland, South Korea, [removed: Thailand] and [removed: The Netherlands.][added: Thailand.]

These joint ventures provide us with [removed: additional] annual production capacity of approximately 1.6 million tons of PP, approximately 1.2 million tons of olefins and approximately [removed: 770] [added: 760] thousand tons of PE.

The primary raw material used in our European olefin facilities is naphtha; however, we also have the capability to displace up to half of our European [removed: assets] [added: assets’] naphtha needs with other feedstocks, such as liquified petroleum gases.

Based on published capacity data and including our proportionate share of our joint ventures, we believe as of December 31, [removed: 2022,] [added: 2023,] we were:

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The registrant had 324,523,140 shares of common stock outstanding at February 20, 2024 (excluding 15,899,358 treasury shares).

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| [Item 1C](#i5994131f12f14f9992c568de0bcb3be0_2739)[.](#i5994131f12f14f9992c568de0bcb3be0_2739) | | | | | | [Cybersecurity](#i5994131f12f14f9992c568de0bcb3be0_2739) | | | [34](#i5994131f12f14f9992c568de0bcb3be0_2739) | | |

| [Signatures](#i5994131f12f14f9992c568de0bcb3be0_289) | | | | | | | | | [142](#i5994131f12f14f9992c568de0bcb3be0_289) | | |

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[Table of](#i5994131f12f14f9992c568de0bcb3be0_10) [Conte](#i5994131f12f14f9992c568de0bcb3be0_10)[nts](#i5994131f12f14f9992c568de0bcb3be0_10)

- our ability to execute and achieve expected results of our value enhancement program;

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In March 2023, we introduced our new strategy to deliver sustainable solutions and profitable long-term growth.

Our strategy aims to drive focus, differential growth and value creation through three strategic pillars:

*Growing and upgrading the core*—We expect to reshape our business portfolio to support growth, increase resiliency and drive higher returns.

We will leverage our legacy strengths in technology, cost management, operational excellence and our global reach to focus on businesses with leading positions in growing markets with advantaged feedstocks and attractive returns.

*Building a profitable Circular & Low Carbon Solutions (“CLCS”) business*—We expect our CLCS business will grow to become a leader in meeting the rapidly growing demand for sustainable solutions at scale.

We are building a comprehensive platform for sourcing recycled and renewable feedstocks while leveraging our innovative technologies and our existing asset base to serve our customers’ needs for sustainable materials.

Our CLCS business is a part of our O&P-Americas and O&P-Europe, Asia, International segments.

*Stepping up performance and culture*—We aim to unlock significant opportunities by reshaping our culture toward a more comprehensive focus on continuous value creation, including the transformation of our Advanced Polymer Solutions business.

Our strategy is supported by an experienced leadership team, an optimized organizational structure and an ownership mindset; our strong cash generation and an investment-grade balance sheet; our advantaged cost position and global scale; our robust Value Enhancement Program (“VEP”); and our disciplined approach to capital allocation.

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This move allows the APS team to focus on our compounding and solutions business, and to develop a more agile operating model with meaningful regional and segment growth strategies.

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In November 2017 we acquired a 50% interest in Quality Circular Polymers (“QCP”), a mechanical recycling joint venture.

In April 2023, we acquired the remaining 50% interest in QCP resulting in QCP becoming a wholly-owned subsidiary.

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*Other*—During the fourth quarter of 2023, we entered into an agreement to sell our U.S. Gulf Coast-based ethylene oxide & derivatives business along with the production facility located in Bayport, TX for cash consideration of $700 million.

The EO&D business had been identified as a non-core business.

The transaction is expected to close in the second quarter of 2024 following completion of the planned maintenance at the facility and is subject to regulatory and other customary closing conditions.

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We have invested upstream to secure plastic waste material needed to deliver on our ambition.

In 2023, we expanded our mechanical and advanced recycling capacity globally through investments and commercial agreements in Europe, Asia, and North America.

We also made the final investment decision to build our first industrial-scale advanced recycling plant at our site in Wesseling, Germany, using our proprietary *MoReTec* technology to convert post-consumer plastic waste into feedstock for production of new plastic materials.

These activities will enable us to deliver our customer’s and society’s increasing demand for more sustainable solutions and help ending plastic waste going to landfills and incineration.

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*Taking Climate Action—*We are dedicated to providing solutions to the market to help enable the transition towards a low carbon world.

We are evaluating multiple options to transform the site for future growth, including recycled and renewable-based feedstocks and green and blue hydrogen.

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

| | | | | | | | | |

The registrant had 325,992,173 shares outstanding at February 21, 2023 (excluding 14,430,325 treasury shares).

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

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

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

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.

Covestro’s interest in the U.S. PO joint ventures represents ownership of an in-kind portion of the PO production of 680 thousand tons per year.

We take, in-kind, the remaining PO production and all co-product production.

Covestro also has the right to 50% of the PO and SM production of our European PO joint venture.

*Advanced Polymers*—*Catalloy* and polybutene-1 are unique polymers that can be used within the segment for downstream compounding or can be sold as raw materials to third parties.

*Catalloy* is a line of differentiated propylene-based polymers that add value in packaging applications and construction materials such as the white membranes used in the commercial roofing market.

Polybutene-1 is used in both specialty piping and packaging applications.

The principal raw materials used in the production of advanced polymers are ethylene, propylene and butene-1.

Ethylene and propylene requirements that are not produced internally and externally supplied butene-1 are acquired through long-term contracts with third party suppliers or via spot purchases.

The sales of refined products accounted for approximately 22% of our consolidated revenues in 2022 and 16% of consolidated revenues in each of 2021 and 2020.

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

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

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

To achieve our targets, we expect capital spending in the future will include investments to support lowering emissions in our operations.

While many of the GHG emissions reduction projects are still in the early stages of development, we will evaluate, pursue and prioritize our GHG emission investments based on a rate of return for the project.

GoalZERO is our commitment to operating safely and with a goal of zero incidents, zero injuries and zero accidents.

*Workplace Flexibility*—We continued to support workplace flexibility in 2022 as a result of feedback we received from employees.

Based in part on data from employee surveys, we enhanced our workplace flexibility initiative in early 2023 by offering up to three remote days per work week.

These changes have helped to attract and retain employees.

We will continue to study the effectiveness of this policy and will make changes, where necessary, to support business needs.

*Global Talent Development and Engagement*—To prepare our key individuals for advancement to larger roles, we tripled participation in our executive mentoring and peer learning programs.

In addition, we launched a new program in partnership with external consultants to help diverse employees advance their leadership skills.

Approximately 83% of our openings in leadership roles were filled by internal talent.

*Diversity (Representation)*—The percentage of diverse employees on our Executive Committee, which reports directly to our CEO, increased from 18% in 2021 to 33% in 2022, and as of February 2023, has increased to 40%.

Of the ten members on our Executive Committee, four are women, and together, our CEO and Executive Committee represent six different nationalities.

This increase brings us closer to our long-term goals of achieving gender parity in global senior leadership.

We are also committed to increasing the number of underrepresented senior leaders in the U.S. to reflect the general population ratio by 2032.

To achieve these goals, we focused on enhancing our hiring, promotion and retention practices.

With respect to hiring, we expanded our existing senior-level hiring practices to a larger group of positions.

These practices include broader recruiting efforts, diverse interview panels and candidate slates, standardized interview questions and hiring-manager training.

With respect to promotions, we launched a new program to help diverse employees advance their leadership skills.

We also continued to develop and improve our internal talent programs.

Through these efforts, we promoted 16% more women in 2022 than in 2021.

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We recognize sophisticated global cybersecurity threats and targeted computer crimes pose a continuously evolving risk to the confidentiality, availability, and integrity of our data, operations and infrastructure.

We have implemented comprehensive practices to minimize these risks.

Our cybersecurity program is certified to the International Organization for Standardization ISO 27001, a standard for information security management, which covers key areas of management, technical and physical controls, legal, compliance and business continuity management.

Our management utilizes a systematic approach to evaluating and determining risk tolerance and prioritizes the safeguarding of our digital assets.

The Vice President of Cybersecurity leads our cybersecurity program and reports to the Executive Vice President and Chief Innovation Officer, who serves on the Executive Committee and reports to the CEO.

The Vice President of Cybersecurity has a Master of Science degree in Cybersecurity Operations, is certified as an information security professional with the International Information System Security Certification Consortium (ISC2) and International Association of Privacy Professionals, and has over thirty years of leadership experience in technology, systems architecture, and cybersecurity.

Cybersecurity events are continuously monitored by global security operations centers staffed in the United States, European Union, and Asia Pacific regions with events and incidents being managed based upon the MITRE ATT&CK framework, a system for classifying and describing cyber attacks and intrusions.

Management provides guidance and is informed of cybersecurity events through a committee with cross-functional representation of executive leadership.

The committee meets at least quarterly for activities such as determining policy, reviewing active risks, assessing impact of emerging threats or regulatory changes, and monitoring active incidents.

This committee also receives escalated alerts within 24-hours of confirmed cybersecurity events, and will determine the severity of the incident, engage with crisis management as necessary, and disseminate that information internally as appropriate and warranted.

Third-party service providers must meet baseline security requirements before they connect to our systems or manage sensitive information.

They are evaluated based on risk, which is based on financial, operational, legal/regulatory, capacity, cybersecurity posture, and reputational impact.

Additionally, high risk third-party service providers are continuously monitored for security health and active threats.

We recognize the risk posed by global cybersecurity threats, and our Board is regularly updated on emerging risks and maintains oversight of our cybersecurity program implemented to address them.

In 2023, the Board conducted its annual comprehensive review of specific cybersecurity and process control topics at its September meeting.

Cybersecurity risk evaluation is integrated into our enterprise risk management processes and is presented to management and the board as a part of that process.

While management is responsible for assessing and managing our day-to-day risks and control systems, the Audit Committee of the Board oversees our information technology and cybersecurity risks.

The Committee conducts a comprehensive review of cybersecurity topics and reviews our programs and practices with management at least annually, and receives management’s report on our cybersecurity dashboard, which summarizes key security metrics and activities, at each quarterly Committee meeting.

To further advance cybersecurity awareness, we are developing solutions to mitigate the impact of third-party fraudulent cyber activity, including public facing portals for potential and current partners with capability to report suspected phishing.

Our cybersecurity program includes, but is not limited to:

- annual cybersecurity education for all company computer users on relevant policies and standards, best practices at work and at home;

- communication processes including how to identify, respond, and report threats or potential vulnerabilities;

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- protective software installed and configured on Company systems and mobile devices, updated and patched on a regular basis, to provide the highest level of protection against malicious threats;

- an established program based on the MITRE ATT&CK framework for dealing with ransomware and other cybersecurity incidents;

- regular technical risk assessments of our network, applications and manufacturing facilities, using a combination of trusted suppliers and a dedicated, objective team;

- penetration, discovery and vulnerability assessments conducted daily;

- mobile threat protection mechanisms and policies;

- business continuity plans that are well documented and tested regularly; disaster recovery plans that are also well documented and tested at least annually; and

- coverage for non-damage business interruption or liability for data breaches as a part of the Company’s combined insurance programs.

In addition, in 2023, management conducted ransomware simulation exercises and engaged outside consultants to perform external perimeter penetration testing.

While we attempt to mitigate cybersecurity risks by employing a number of measures, as described above, our employees, systems, networks, products, facilities and services remain potentially vulnerable to ransomware or sophisticated espionage.

Depending on their nature and scope, such threats could potentially lead to the compromise of confidential information, improper use of our systems and networks, manipulation and destruction of data, defective products, production downtimes and operational disruptions, which in turn could adversely affect our reputation, competitiveness and results of operations or financial condition.

No risks from cybersecurity threats, including those resulting from any previous cybersecurity incidents, have materially affected, or are reasonably likely to materially affect, the Company, including its business strategy, results of operations or financial condition.

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

As of February [removed: 21, 2023,] [added: 20, 2024,] there were approximately [removed: 5,200] [added: 5,000] 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: 2017.][added: 2018.]

The graph assumes that $100 was invested on December 31, [removed: 2017] [added: 2018] and any dividends paid were reinvested at the date of payment.

[removed: ][added: ]

| | | | [removed: 12/31/2017] | | | | | | 12/31/2018 | | | | | | 12/31/2019 | | | | | | 12/31/2020 | | | | | | 12/31/2021 | | | | | | 12/31/2022 | | | [added: | | | 12/31/2023 | | |]

On May [removed: 27, 2022,] [added: 19, 2023,] our shareholders approved a [removed: share] [added: proposal to authorize us to] repurchase [removed: authorization of] up to [removed: 34,026,947 of our] [added: 34.0 million] ordinary shares, through November [removed: 27, 2023,] [added: 19, 2024,] which superseded any prior repurchase authorizations.

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

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

| LyondellBasell Industries N.V. | | | | | | | | | $100.00 | | | | | | $119.41 | | | | | | $122.56 | | | | | | $128.77 | | | | | | $127.51 | | | | | | $153.91 | | |

| S&P 500 Index | | | | | | | | | $100.00 | | | | | | $131.49 | | | | | | $155.68 | | | | | | $200.37 | | | | | | $164.08 | | | | | | $207.21 | | |

| S&P 500 Chemicals Index | | | | | | | | | $100.00 | | | | | | $122.01 | | | | | | $144.03 | | | | | | $181.35 | | | | | | $160.92 | | | | | | $178.69 | | |

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

| 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 | | |

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| [Management’s Report on Internal Control over Financial [removed: Reporting](#i2108ac286cd14987a395baaf289283fd_151)] [added: Reporting](#i5994131f12f14f9992c568de0bcb3be0_151)] | | | [removed: [58](#i2108ac286cd14987a395baaf289283fd_151)] [added: [61](#i5994131f12f14f9992c568de0bcb3be0_151)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i2108ac286cd14987a395baaf289283fd_154)] [added: Firm](#i5994131f12f14f9992c568de0bcb3be0_154)] (PCAOB ID 238) | | | [removed: [59](#i2108ac286cd14987a395baaf289283fd_154)] [added: [62](#i5994131f12f14f9992c568de0bcb3be0_154)] | | |

| [Consolidated Statements of [removed: Income](#i2108ac286cd14987a395baaf289283fd_157)] [added: Income](#i5994131f12f14f9992c568de0bcb3be0_157)] | | | [removed: [62](#i2108ac286cd14987a395baaf289283fd_157)] [added: [65](#i5994131f12f14f9992c568de0bcb3be0_157)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i2108ac286cd14987a395baaf289283fd_160)] [added: Income](#i5994131f12f14f9992c568de0bcb3be0_160)] | | | [removed: [63](#i2108ac286cd14987a395baaf289283fd_160)] [added: [66](#i5994131f12f14f9992c568de0bcb3be0_160)] | | |

| [Consolidated Balance [removed: Sheets](#i2108ac286cd14987a395baaf289283fd_163)] [added: Sheets](#i5994131f12f14f9992c568de0bcb3be0_163)] | | | [removed: [64](#i2108ac286cd14987a395baaf289283fd_163)] [added: [67](#i5994131f12f14f9992c568de0bcb3be0_163)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i2108ac286cd14987a395baaf289283fd_169)] [added: Flows](#i5994131f12f14f9992c568de0bcb3be0_169)] | | | [removed: [66](#i2108ac286cd14987a395baaf289283fd_169)] [added: [69](#i5994131f12f14f9992c568de0bcb3be0_169)] | | |

| [Consolidated Statements of Shareholders’ [removed: Equity](#i2108ac286cd14987a395baaf289283fd_172)] [added: Equity](#i5994131f12f14f9992c568de0bcb3be0_172)] | | | [removed: [68](#i2108ac286cd14987a395baaf289283fd_172)] [added: [71](#i5994131f12f14f9992c568de0bcb3be0_172)] | | |

| [Notes to the Consolidated Financial [removed: Statements](#i2108ac286cd14987a395baaf289283fd_178)] [added: Statements](#i5994131f12f14f9992c568de0bcb3be0_178)] | | | [removed: [69](#i2108ac286cd14987a395baaf289283fd_178)] [added: [72](#i5994131f12f14f9992c568de0bcb3be0_178)] | | |

[removed: [Table](#i2108ac286cd14987a395baaf289283fd_10) [of Contents](#i2108ac286cd14987a395baaf289283fd_10)][added: [Table of Contents](#i5994131f12f14f9992c568de0bcb3be0_10)]

We conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, [removed: 2022] [added: 2023] 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: 2022.][added: 2023.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2022] [added: 2023] has been audited by PricewaterhouseCoopers 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the related consolidated statements of income, of comprehensive income, of shareholders' equity and of cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022] [added: 2023] 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: 2022,] [added: 2023,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

As described in Notes 2, [removed: 9,] 10, [added: 11,] and [removed: 16] [added: 17] to the consolidated financial statements, as of December 31, [removed: 2022,] [added: 2023,] the Company has recorded an income tax provision of [removed: $882] [added: $501] million, income tax receivables of [removed: $285] [added: $268] million, income tax payables of [removed: $242] [added: $143] million, and net deferred tax liabilities of [removed: $2,701] [added: $2,690] million related to which they have reported [removed: $271] [added: $288] million of unrecognized tax benefits.

| Millions of dollars, except earnings per share | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Trade | | | $ | [removed: 49,439] [added: 40,493] | | | | | $ | [removed: 45,135] [added: 49,439] | | | | | $ | [removed: 26,995] [added: 45,135] | |

| Related parties | | | [removed: 1,012] [added: 614] | | | | | | [removed: 1,038] [added: 1,012] | | | | | | [removed: 758] [added: 1,038] | | |

| | | | [removed: 50,451] [added: 41,107] | | | | | | [removed: 46,173] [added: 50,451] | | | | | | [removed: 27,753] [added: 46,173] | | |

| Cost of sales | | | [removed: 43,847] [added: 35,849] | | | | | | [removed: 37,397] [added: 43,847] | | | | | | [removed: 24,359] [added: 37,397] | | |

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

| Selling, general and administrative expenses | | | [removed: 1,310] [added: 1,557] | | | | | | [removed: 1,255] [added: 1,310] | | | | | | [removed: 1,140] [added: 1,255] | | |

| Research and development expenses | | | [removed: 124] [added: 130] | | | | | | 124 | | | | | | [removed: 113] [added: 124] | | |

| | | | [removed: 45,350] [added: 38,054] | | | | | | [removed: 39,400] [added: 45,350] | | | | | | [removed: 26,194] [added: 39,400] | | |

| Operating income | | | [removed: 5,101] [added: 3,053] | | | | | | [removed: 6,773] [added: 5,101] | | | | | | [removed: 1,559] [added: 6,773] | | |

| Interest expense | | | [removed: (287)] [added: (477)] | | | | | | [removed: (519)] [added: (287)] | | | | | | [removed: (526)] [added: (519)] | | |

| Interest income | | | [removed: 29] [added: 23] | | | | | | [removed: 9] [added: 7] | | | | | | [removed: 12] [added: —] | | |

| Other (expense) income, net | | | [removed: (72)] [added: (58)] | | | | | | [removed: 62] [added: (72)] | | | | | | [removed: 85] [added: 62] | | |

| Income from continuing operations before equity investments and income taxes | | | [removed: 4,771] [added: 2,647] | | | | | | [removed: 6,325] [added: 4,771] | | | | | | [removed: 1,130] [added: 6,325] | | |

| [removed: Income] [added: (Loss) income] from equity investments | | | [removed: 5] [added: (20)] | | | | | | [removed: 461] [added: 5] | | | | | | [removed: 256] [added: 461] | | |

| Income from continuing operations before income taxes | | | [removed: 4,776] [added: 2,627] | | | | | | [removed: 6,786] [added: 4,776] | | | | | | [removed: 1,386] [added: 6,786] | | |

| Provision for [removed: (benefit from)] income taxes | | | [removed: 882] [added: 501] | | | | | | [removed: 1,163] [added: 882] | | | | | | [removed: (43)] [added: 1,163] | | |

| Income from continuing operations | | | [removed: 3,894] [added: 2,126] | | | | | | [removed: 5,623] [added: 3,894] | | | | | | [removed: 1,429] [added: 5,623] | | |

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

| Net income | | | [removed: 3,889] [added: 2,121] | | | | | | [removed: 5,617] [added: 3,889] | | | | | | [removed: 1,427] [added: 5,617] | | |

| Net income attributable to the Company shareholders | | | $ | [removed: 3,882] [added: 2,114] | | | | | $ | [removed: 5,610] [added: 3,882] | | | | | $ | [removed: 1,420] [added: 5,610] | |

| Continuing operations | | | $ | [removed: 11.86] [added: 6.50] | | | | | $ | [removed: 16.79] [added: 11.86] | | | | | $ | [removed: 4.25] [added: 16.79] | |

| Discontinued operations | | | (0.02) | | | | | | (0.02) | | | | | | [removed: (0.01)] [added: (0.02)] | | |

[Table of](#i5994131f12f14f9992c568de0bcb3be0_10) [Conte](#i5994131f12f14f9992c568de0bcb3be0_10)[nts](#i5994131f12f14f9992c568de0bcb3be0_10)

[Table of](#i5994131f12f14f9992c568de0bcb3be0_10) [Conte](#i5994131f12f14f9992c568de0bcb3be0_10)[nts](#i5994131f12f14f9992c568de0bcb3be0_10)

[Table of](#i5994131f12f14f9992c568de0bcb3be0_10) [Conte](#i5994131f12f14f9992c568de0bcb3be0_10)[nts](#i5994131f12f14f9992c568de0bcb3be0_10)

[Table of](#i5994131f12f14f9992c568de0bcb3be0_10) [Conte](#i5994131f12f14f9992c568de0bcb3be0_10)[nts](#i5994131f12f14f9992c568de0bcb3be0_10)

[Table of](#i5994131f12f14f9992c568de0bcb3be0_10) [Conte](#i5994131f12f14f9992c568de0bcb3be0_10)[nts](#i5994131f12f14f9992c568de0bcb3be0_10)

| Impairments | | | 518 | | | | | | 69 | | | | | | 624 | | |

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

[Table of](#i5994131f12f14f9992c568de0bcb3be0_10) [Conte](#i5994131f12f14f9992c568de0bcb3be0_10)[nts](#i5994131f12f14f9992c568de0bcb3be0_10)

[Table of](#i5994131f12f14f9992c568de0bcb3be0_10) [Conte](#i5994131f12f14f9992c568de0bcb3be0_10)[nts](#i5994131f12f14f9992c568de0bcb3be0_10)

[Table of](#i5994131f12f14f9992c568de0bcb3be0_10) [Conte](#i5994131f12f14f9992c568de0bcb3be0_10)[nts](#i5994131f12f14f9992c568de0bcb3be0_10)

| Accrued and other current liabilities | | | 2,436 | | | | | | 2,396 | | |

[Table of](#i5994131f12f14f9992c568de0bcb3be0_10) [Conte](#i5994131f12f14f9992c568de0bcb3be0_10)[nts](#i5994131f12f14f9992c568de0bcb3be0_10)

| Impairments | | | 518 | | | | | | 69 | | | | | | 624 | | |

[Table of](#i5994131f12f14f9992c568de0bcb3be0_10) [Conte](#i5994131f12f14f9992c568de0bcb3be0_10)[nts](#i5994131f12f14f9992c568de0bcb3be0_10)

[Table of](#i5994131f12f14f9992c568de0bcb3be0_10) [Conte](#i5994131f12f14f9992c568de0bcb3be0_10)[nts](#i5994131f12f14f9992c568de0bcb3be0_10)

| Balance, December 31, 2023 | | | $ | 19 | | | | | $ | (1,450) | | | | | $ | 6,145 | | | | | $ | 9,692 | | | | | $ | (1,476) | | | | | $ | 12,930 | | | | | $ | 14 | | | | | | | |

| 3. | | | [Assets Held for Sale](#i5994131f12f14f9992c568de0bcb3be0_2851) | | | [83](#i5994131f12f14f9992c568de0bcb3be0_2851) | | |

| 10. | | | [Prepaid Expenses, Other Current Assets and Other Assets](#i5994131f12f14f9992c568de0bcb3be0_205) | | | [91](#i5994131f12f14f9992c568de0bcb3be0_205) | | |

| 11. | | | [Accrued](#i5994131f12f14f9992c568de0bcb3be0_208) [and Other Current](#i5994131f12f14f9992c568de0bcb3be0_208) [Liabilities](#i5994131f12f14f9992c568de0bcb3be0_208) | | | [91](#i5994131f12f14f9992c568de0bcb3be0_208) | | |

| 12. | | | [Debt](#i5994131f12f14f9992c568de0bcb3be0_211) | | | [92](#i5994131f12f14f9992c568de0bcb3be0_211) | | |

| 13. | | | [Leases](#i5994131f12f14f9992c568de0bcb3be0_217) | | | [96](#i5994131f12f14f9992c568de0bcb3be0_217) | | |

| 17. | | | [Income Taxes](#i5994131f12f14f9992c568de0bcb3be0_235) | | | [116](#i5994131f12f14f9992c568de0bcb3be0_235) | | |

Effective January 1, 2023, our *Catalloy* and polybutene-1 businesses were moved from our Advanced Polymer Solutions segment and reintegrated into our Olefins and Polyolefins-Americas and Olefins and Polyolefins-Europe, Asia, International segments.

Segment information provided within has been revised for all periods presented to reflect these changes.

[Table of Contents](#i5994131f12f14f9992c568de0bcb3be0_10)

Each partner funds their share of capital expenditures, reimburses manufacturing operating expenses excluding depreciation and amortization expenses, and receives a share of production in-kind.

[Table of Contents](#i5994131f12f14f9992c568de0bcb3be0_10)

Covestro’s interest in the U.S. PO Joint Venture represents ownership of an in-kind portion of the PO production of 680 thousand tons per year.

We take, in-kind, the remaining PO production and all co-product production.

The joint ventures were formed solely for the benefit of the partners and do not manufacture for any other parties.

[Table of Contents](#i5994131f12f14f9992c568de0bcb3be0_10)

Effective January 1, 2023, our *Catalloy* and polybutene-1 businesses were moved from our Advanced Polymer Solutions segment and reintegrated into our Olefins and Polyolefins-Americas and Olefins and Polyolefins-Europe, Asia, International segments.

Our evaluation resulted in the recognition of a non-cash goodwill impairment of $252 million in our Advanced Polymer Solutions segment in the first quarter of 2023.

[Table of Contents](#i5994131f12f14f9992c568de0bcb3be0_10)

[Table of Contents](#i5994131f12f14f9992c568de0bcb3be0_10)

[Table of Contents](#i5994131f12f14f9992c568de0bcb3be0_10)

[Table of Contents](#i5994131f12f14f9992c568de0bcb3be0_10)

Fair Value Measurements - Pension Assets

[Table of Contents](#i5994131f12f14f9992c568de0bcb3be0_10)

*Real Estate—*Valued based upon the net asset value of units of the real estate fund or partnership held by the master trust at year end.

February 23, 2023

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

| Accrued liabilities | | | 2,396 | | | | | | 2,571 | | |

| Inventory valuation charges | | | — | | | | | | — | | | | | | 16 | | |

| Purchases of available-for-sale debt securities | | | — | | | | | | — | | | | | | (270) | | |

| Acquisition of equity method investment | | | (4) | | | | | | (106) | | | | | | (2,440) | | |

| Purchase of non-controlling interest | | | — | | | | | | — | | | | | | (30) | | |

| Issuance of short-term debt | | | — | | | | | | — | | | | | | 521 | | |

| Repayments of short-term debt | | | — | | | | | | — | | | | | | (506) | | |

| Proceeds from settlement of foreign currency contract | | | — | | | | | | — | | | | | | 887 | | |

| Payments for settlement of foreign currency contract | | | — | | | | | | — | | | | | | (882) | | |

| Balance, December 31, 2019 | | | $ | 19 | | | | | $ | (580) | | | | | $ | 5,954 | | | | | $ | 4,435 | | | | | $ | (1,784) | | | | | $ | 8,044 | | | | | $ | 19 | | | | | | | |

| Purchase of non-controlling interests | | | — | | | | | | — | | | | | | 7 | | | | | | — | | | | | | — | | | | | | 7 | | | | | | — | | | | | | | | |

| Distribution to non-controlling interests | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (2) | | | | | | | | |

| 10. | | | [Accrued Liabilities](#i2108ac286cd14987a395baaf289283fd_208) | | | [88](#i2108ac286cd14987a395baaf289283fd_208) | | |

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

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

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

Covestro’s ownership interest in Series A partnership units represents an undivided interest in certain U.S. PO Joint Venture assets with correlative PO capacity reservation that resulted in ownership of annual in-kind cost-based PO production of approximately 680 thousand tons in 2022 and 2021.

Our ownership interest in Series A and Series B partnership units conveys us an undivided interest in certain U.S. PO Joint Venture assets with correlative PO and co-product capacity, respectively, resulting in the ownership of annual in-kind cost-based PO and co-product production.

In addition, each partner has a 50% interest in a separate manufacturing joint venture (the “European PO Joint Venture”), which owns a PO/SM plant at Maasvlakte near Rotterdam, The Netherlands.

We do not share marketing or product sales under the U.S. PO Joint Venture.

The partners’ share in the cost of production and logistics is based on their product off-take.

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

The redeemable non-controlling interests were recorded at fair value at the date of acquisition and are subsequently carried at the greater of estimated redemption value at the end of each reporting period or the initial amount recorded at the date of acquisition adjusted for subsequent redemptions.

Other securities are valued based on yields currently available on comparable securities of issuers with similar credit ratings.

*Real Estate—*Valued on the basis of a discounted cash flow approach, which includes the future rental receipts, expenses, and residual values as the highest and best use of the real estate from a market participant view as rental property.

*Government Assistance*—In November 2021, the FASB issued Accounting Standards Update (“ASU”) 2021-10, *Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance.* The guidance requires disclosures about assistance received from the government that have been accounted for by analogizing to a grant or contribution accounting model including the nature and form of assistance, the accounting policies used to account for the assistance and its impact on the entity’s financial statements.

*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.

The adoption of the new guidance did not have a material impact on the Company’s consolidated financial statements.

The adoption of this guidance will not have a material impact on our Consolidated Financial Statements.

| Polyethylene | | | 9,608 | | | | | | 10,134 | | | | | | 5,842 | | |

| Polypropylene | | | 6,514 | | | | | | 7,994 | | | | | | 4,525 | | |

| Advanced polymers | | | 1,030 | | | | | | 1,001 | | | | | | 680 | | |

*Transaction Price Allocated to the Remaining Performance Obligations*—We have elected to exclude contracts which have an initial term of one year or less from this disclosure.

In addition, under contractual arrangements with certain of our equity investees, we receive certain services, utilities and materials at some of our manufacturing sites, and we provide certain services to our equity investees.

At December 31, 2022 and 2021, our LIFO cost exceeded current replacement cost under the first-in first-out method.

During 2020, we recognized an LCM inventory valuation charge of $16 million primarily related to the decline in pricing for our raw material and finished goods inventories.

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: 2022,] [added: 2023,] 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: 2022] [added: 2023] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

During the three months ended December 31, 2023, none of our Section 16 officers or directors adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

None.

[Table of [removed: Contents](#i2108ac286cd14987a395baaf289283fd_10)][added: Contents](#i5994131f12f14f9992c568de0bcb3be0_10)]

All other information required by this Item will be included in our Proxy Statement relating to our [removed: 2023] [added: 2024] 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: 2023] [added: 2024] 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: 2023] [added: 2024] 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: 2023] [added: 2024] 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: 2023] [added: 2024] 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: 2023] [added: 2024] 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](#i2108ac286cd14987a395baaf289283fd_10)][added: Contents](#i5994131f12f14f9992c568de0bcb3be0_10)]

[Table of [removed: Contents](#i2108ac286cd14987a395baaf289283fd_10)][added: Contents](#i5994131f12f14f9992c568de0bcb3be0_10)]

| | | | 10.5+ | | | | | | [Appointment letter for Kenneth Lane dated September [removed: 2](https://www.sec.gov/Archives/edgar/data/1489393/000148939322000046/a2022q3exhibit102.htm)[6](https://www.sec.gov/Archives/edgar/data/1489393/000148939322000046/a2022q3exhibit102.htm)[,] [added: 26,] 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) | | |

| | | | 10.6+ | | | | | | [Offer Letter dated May 17, 2019 between Torkel Rhenman and Lyondell Chemical [removed: Company (incorporated] [added: Company](http://www.sec.gov/Archives/edgar/data/1489393/000148939320000009/a2019q4exhibit107.htm) [(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) | | |

| | | | 10.8+ | | | | | | [Appointment Letter for Torkel Rhenman dated September [removed: 2](https://www.sec.gov/Archives/edgar/data/1489393/000148939322000046/a2022q3exhibit101.htm)[7](https://www.sec.gov/Archives/edgar/data/1489393/000148939322000046/a2022q3exhibit101.htm)[,] [added: 27,] 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) | | |

| | | | [removed: 10.10+] [added: 10.12+] | | | | | | [LyondellBasell [removed: U.S. Senior Management Deferral] [added: Industries Long Term Incentive] Plan [removed: 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 [removed: March 1, 2012)](http://www.sec.gov/Archives/edgar/data/1489393/000119312512091181/d309948dex101.htm)] [added: May 28, 2021)](http://www.sec.gov/Archives/edgar/data/1489393/000148939321000019/exhibit101_2021mayagm8-k.htm)] | | |

| | | | [removed: 10.11+] [added: 10.10+] | | | | | | [removed: [First Amendment to the LyondellBasell U.S. Senior Management Deferral Plan dated] [added: [LyondellBasell Executive Severance Plan, Amended & Restated,] effective as of [removed: January 1, 2013 (incorporated by] [added: November 17, 2023 and Form of Participation Agreeme](https://www.sec.gov/Archives/edgar/data/1489393/000148939323000045/exhibit101_nov20238-k.htm)[nt](https://www.sec.gov/Archives/edgar/data/1489393/000148939323000045/exhibit101_nov20238-k.htm) [(](https://www.sec.gov/Archives/edgar/data/1489393/000148939323000045/exhibit101_nov20238-k.htm)[incorporated](https://www.sec.gov/Archives/edgar/data/1489393/000148939323000045/exhibit101_nov20238-k.htm) [](https://www.sec.gov/Archives/edgar/data/1489393/000148939323000045/exhibit101_nov20238-k.htm)[by] reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on [removed: April 30, 2013)](http://www.sec.gov/Archives/edgar/data/1489393/000119312513185233/d531452dex101.htm)] [added: November 1](https://www.sec.gov/Archives/edgar/data/1489393/000148939323000045/exhibit101_nov20238-k.htm)[7](https://www.sec.gov/Archives/edgar/data/1489393/000148939323000045/exhibit101_nov20238-k.htm)[, 2023)](https://www.sec.gov/Archives/edgar/data/1489393/000148939323000045/exhibit101_nov20238-k.htm)] | | |

| | | | [removed: 10.12+] [added: 10.11+] | | | | | | [removed: [LyondellBasell Executive Severance Plan, Amended & Restated, effective as] [added: [Form] of [removed: December 13, 2021] [added: Officer] and [removed: Form of Participation] [added: Director Indemnification] Agreement (incorporated by reference to Exhibit [removed: 10.3] [added: 10.12] to our [removed: Current] [added: Annual] Report on Form [removed: 8-K] [added: 10-K] filed with the SEC on [removed: December 13, 2021)](http://www.sec.gov/Archives/edgar/data/1489393/000110465921148833/tm2134937d1_ex10-3.htm)] [added: February 21, 2019)](http://www.sec.gov/Archives/edgar/data/1489393/000148939319000011/a2018q4exhibit1012.htm)] | | |

| | | | [removed: 10.13+] [added: 10.21+] | | | | | | [Form of [removed: Executive Severance Plan Participation] [added: 2021 Cash Incentive Award] Agreement [removed: between Lyondell Chemical Company and Peter Vanacker] (incorporated by reference to Exhibit [removed: 10.4 to] [added: 10.1 of] our Current Report on Form 8-K filed with the SEC on [removed: December 13, 2021)](http://www.sec.gov/Archives/edgar/data/1489393/000110465921148833/tm2134937d1_ex10-4.htm)] [added: August 27, 2021)](http://www.sec.gov/Archives/edgar/data/1489393/000148939321000041/exhibit101_aug27th20218-k.htm)] | | |

| | | | 10.14+ | | | | | | [removed: [Form] [added: [2022 Form] of [removed: Officer and Director Indemnification Agreement (incorporated] [added: Performance Share Unit Award Agreement](https://www.sec.gov/Archives/edgar/data/1489393/000148939322000009/a2021q4exhibit1019.htm) [(incorporated] by reference to Exhibit [removed: 10.12 to] [added: 10.19 of] our Annual Report on Form 10-K filed with the SEC on February [removed: 21, 2019)](http://www.sec.gov/Archives/edgar/data/1489393/000148939319000011/a2018q4exhibit1012.htm)] [added: 24, 2022)](https://www.sec.gov/Archives/edgar/data/1489393/000148939322000009/a2021q4exhibit1019.htm)] | | |

| | | | [removed: 10.16+] [added: 10.22+] | | | | | | [removed: [2021 Form] [added: [Form] of [added: Director] Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.1 [removed: to] [added: of] our Quarterly Report on Form 10-Q filed with the SEC on [removed: April 30, 2021)](http://www.sec.gov/Archives/edgar/data/1489393/000148939321000014/a2021q1exhibit101.htm)] [added: July 31, 2020)](http://www.sec.gov/Archives/edgar/data/1489393/000148939320000049/a2020q2exhibit101.htm)] | | |

| | | | 10.17+ | | | | | | [removed: [2021] [added: [2023] Form of Performance Share Unit Award [removed: Agreement (incorporated] [added: Agreement](https://www.sec.gov/Archives/edgar/data/1489393/000148939323000006/a2022q4exhibit1023.htm) [](https://www.sec.gov/Archives/edgar/data/1489393/000148939323000006/a2022q4exhibit1023.htm)[(incorporated] by reference to Exhibit [removed: 10.2 to] [added: 10.2](https://www.sec.gov/Archives/edgar/data/1489393/000148939323000006/a2022q4exhibit1023.htm)[3](https://www.sec.gov/Archives/edgar/data/1489393/000148939323000006/a2022q4exhibit1023.htm) [of] our [removed: Quarterly] [added: Annual] Report on Form [removed: 10-Q] [added: 10-K] filed with the SEC on [removed: April 30, 2021)](http://www.sec.gov/Archives/edgar/data/1489393/000148939321000014/a2021q1exhibit102.htm)] [added: February 23, 2023)](https://www.sec.gov/Archives/edgar/data/1489393/000148939323000006/a2022q4exhibit1023.htm)] | | |

| | | | 10.18+ | | | | | | [removed: [2021] [added: [2023] Form of Non-Qualified Stock Option Award [removed: Agreement (incorporated] [added: Agreement](https://www.sec.gov/Archives/edgar/data/1489393/000148939323000006/a2022q4exhibit1024.htm) [](https://www.sec.gov/Archives/edgar/data/1489393/000148939323000006/a2022q4exhibit1024.htm)[(incorporated] by reference to Exhibit [removed: 10.3 to] [added: 10.2](https://www.sec.gov/Archives/edgar/data/1489393/000148939323000006/a2022q4exhibit1024.htm)[4](https://www.sec.gov/Archives/edgar/data/1489393/000148939323000006/a2022q4exhibit1024.htm) [of] our [removed: Quarterly] [added: Annual] Report on Form [removed: 10-Q] [added: 10-K] filed with the SEC on [removed: April 30, 2021)](http://www.sec.gov/Archives/edgar/data/1489393/000148939321000014/a2021q1exhibit103.htm)] [added: February 23, 2023)](https://www.sec.gov/Archives/edgar/data/1489393/000148939323000006/a2022q4exhibit1024.htm)] | | |

| | | | [removed: 10.19+] [added: 10.13+] | | | | | | [2022 Form of Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.18 of our Annual Report on Form 10-K filed with the SEC on February 24, 2022)](https://www.sec.gov/Archives/edgar/data/1489393/000148939322000009/a2021q4exhibit1018.htm) | | |

| | | | [removed: 10.20+] [added: 10.15+] | | | | | | [2022 Form of [removed: Performance Share Unit] [added: Non-Qualified Stock Option] Award [removed: Agreement](https://www.sec.gov/Archives/edgar/data/1489393/000148939322000009/a2021q4exhibit1019.htm) [](https://www.sec.gov/Archives/edgar/data/1489393/000148939322000009/a2021q4exhibit1019.htm)[(incorporated] [added: Agreement](https://www.sec.gov/Archives/edgar/data/1489393/000148939322000009/a2021q4exhibit1020.htm) [(incorporated] by reference to Exhibit [removed: 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] [added: 10.20 of] our Annual Report on Form 10-K filed with the SEC on February 24, [removed: 2022)](https://www.sec.gov/Archives/edgar/data/1489393/000148939322000009/a2021q4exhibit1019.htm)] [added: 2022)](https://www.sec.gov/Archives/edgar/data/1489393/000148939322000009/a2021q4exhibit1020.htm)] | | |

| | | | [removed: 10.21+] [added: 10.16+] | | | | | | [removed: [2022] [added: [2023] Form of [removed: Non-Qualified] [added: Restricted] Stock [removed: Option] [added: Unit] Award [removed: Agreement](https://www.sec.gov/Archives/edgar/data/1489393/000148939322000009/a2021q4exhibit1020.htm) [](https://www.sec.gov/Archives/edgar/data/1489393/000148939322000009/a2021q4exhibit1020.htm)[(incorporated] [added: Agreement](https://www.sec.gov/Archives/edgar/data/1489393/000148939323000006/a2022q4exhibit1022.htm) [](https://www.sec.gov/Archives/edgar/data/1489393/000148939323000006/a2022q4exhibit1022.htm)[(incorporated] by reference to Exhibit [removed: 10.](https://www.sec.gov/Archives/edgar/data/1489393/000148939322000009/a2021q4exhibit1020.htm)[20](https://www.sec.gov/Archives/edgar/data/1489393/000148939322000009/a2021q4exhibit1020.htm)] [added: 10.2](https://www.sec.gov/Archives/edgar/data/1489393/000148939323000006/a2022q4exhibit1022.htm)[2](https://www.sec.gov/Archives/edgar/data/1489393/000148939323000006/a2022q4exhibit1022.htm)] [of our Annual Report on Form 10-K filed with the SEC on February [removed: 24, 2022)](https://www.sec.gov/Archives/edgar/data/1489393/000148939322000009/a2021q4exhibit1020.htm)] [added: 2](https://www.sec.gov/Archives/edgar/data/1489393/000148939323000006/a2022q4exhibit1022.htm)[3](https://www.sec.gov/Archives/edgar/data/1489393/000148939323000006/a2022q4exhibit1022.htm)[, 202](https://www.sec.gov/Archives/edgar/data/1489393/000148939323000006/a2022q4exhibit1022.htm)[3](https://www.sec.gov/Archives/edgar/data/1489393/000148939323000006/a2022q4exhibit1022.htm)[)](https://www.sec.gov/Archives/edgar/data/1489393/000148939323000006/a2022q4exhibit1022.htm)] | | |

| | | | [removed: 10.22+*] [added: 10.19+*] | | | | | | [removed: [2023] [added: [2024] Form of Restricted Stock Unit Award [removed: Agreement](https://www.sec.gov/Archives/edgar/data/1489393/000148939323000006/a2022q4exhibit1022.htm)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/1489393/000148939324000012/a2023q4exhibit1019.htm)] | | |

| | | | [removed: 10.23+*] [added: 10.20+*] | | | | | | [removed: [202](https://www.sec.gov/Archives/edgar/data/1489393/000148939323000006/a2022q4exhibit1023.htm)[3](https://www.sec.gov/Archives/edgar/data/1489393/000148939323000006/a2022q4exhibit1023.htm)] [added: [202](https://www.sec.gov/Archives/edgar/data/1489393/000148939324000012/a2023q4exhibit1020.htm)[4](https://www.sec.gov/Archives/edgar/data/1489393/000148939324000012/a2023q4exhibit1020.htm)] [Form of Performance Share Unit Award [removed: Agreement](https://www.sec.gov/Archives/edgar/data/1489393/000148939323000006/a2022q4exhibit1023.htm)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/1489393/000148939324000012/a2023q4exhibit1020.htm)] | | |

| | | | [removed: 10.27] [added: 10.23] | | | | | | [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 [removed: thereto ,] [added: thereto](http://www.sec.gov/Archives/edgar/data/1489393/000110465921143550/tm2133449d1_ex10-1.htm)[,] 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: 10.28] [added: 10.25] | | | | | | [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: 10.29] [added: 10.26] | | | | | | [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: 10.30] [added: 10.27] | | | | | | [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: 10.31] [added: 10.28] | | | | | | [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: 10.32] [added: 10.30] | | | | | | [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: 10.33] [added: 10.31] | | | | | | [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: 10.34] [added: 10.32] | | | | | | [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/1489393/000148939323000006/a2022q4exhibit21.htm)] [added: registrant](https://www.sec.gov/Archives/edgar/data/1489393/000148939324000012/a2023q4exhibit21.htm)] | | |

| | | | 23* | | | | | | [Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/1489393/000148939323000006/a2022q4exhibit23.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/1489393/000148939324000012/a2023q4exhibit23.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/1489393/000148939323000006/a2022q4exhibit311.htm)] [added: 1934](https://www.sec.gov/Archives/edgar/data/1489393/000148939324000012/a2023q4exhibit311.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/1489393/000148939323000006/a2022q4exhibit312.htm)] [added: 1934](https://www.sec.gov/Archives/edgar/data/1489393/000148939324000012/a2023q4exhibit312.htm)] | | |

| | | | [removed: 32*] [added: 32] | | | | | | [Certifications pursuant to 18 U.S.C. Section [removed: 1350](https://www.sec.gov/Archives/edgar/data/1489393/000148939323000006/a2022q4exhibit32.htm)] [added: 1350](https://www.sec.gov/Archives/edgar/data/1489393/000148939324000012/a2023q4exhibit32.htm)] | | |

| | | | 101.INS* | | | | | | [added: Inline] XBRL Instance Document | | |

| | | | 101.SCH* | | | | | | [added: Inline] XBRL Schema Document | | |

| | | | 101.CAL* | | | | | | [added: Inline] XBRL Calculation Linkbase Document | | |

| | | | 101.DEF* | | | | | | [added: Inline] XBRL Definition Linkbase Document | | |

| | | | 101.LAB* | | | | | | [added: Inline] XBRL Labels Linkbase Document | | |

| | | | 101.PRE* | | | | | | [added: Inline] XBRL Presentation Linkbase Document | | |

[Table of Contents](#i5994131f12f14f9992c568de0bcb3be0_10)

| | | | 4.35 | | | | | | [Supplemental Indenture, among LYB International Finance III, LLC, as Issuer, LyondellBasell Industries N.V., as Guarantor, Computershare Trust Company, N.A., as Base Trustee (as successor to Wells Fargo Bank, National Association) and The Bank of New York Mellon Trust Company, N.A., as Trustee, dated as of May 17, 2023 (incorporated by reference to Exhibit 4.44 to Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (File No. 333-261639) filed with the SEC on May 17, 2023)](https://www.sec.gov/Archives/edgar/data/1489393/000110465923061636/tm2310507d2_ex4-44.htm) | | |

[Table of Contents](#i5994131f12f14f9992c568de0bcb3be0_10)

| | | | 4.36 | | | | | | [Officer’s Certificate of LYB International Finance III, LLC relating to the 5.625% Guaranteed Notes due 2033, dated as of May 19, 2023](https://www.sec.gov/Archives/edgar/data/1489393/000110465923062721/tm2316291d1_ex4-3.htm) [(incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K filed with the SEC on May 19, 2023)](https://www.sec.gov/Archives/edgar/data/1489393/000110465923062721/tm2316291d1_ex4-3.htm) | | |

| | | | 4.37 | | | | | | [Form of LYB International Finance III, LLC’s 5.625% Guaranteed Notes due 2033 (incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K filed with the SEC on May 19, 2023)](https://www.sec.gov/Archives/edgar/data/1489393/000110465923062721/tm2316291d1_ex4-3.htm) | | |

| | | | 10.9+* | | | | | | [LyondellBasell Industries N.V. U.S. Senior Management Deferral Plan, as Amended and Restated as of May 18, 2023](https://www.sec.gov/Archives/edgar/data/1489393/000148939324000012/a2023q4exhibit109.htm) | | |

[Table of Contents](#i5994131f12f14f9992c568de0bcb3be0_10)

| | | | 10.24 | | | | | | [Amendment No. 1 to Second Amended and Restated Credit Agreement, dated as of May 31, 2023, among LyondellBasell Industries N.V. and LYB Americas Finance Company LLC, as Borrowers, the Lenders from time to time party thereto,](https://www.sec.gov/Archives/edgar/data/1489393/000148939323000037/a2023q2exhibit102.htm) [and Citibank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q filed with the SEC on August 4, 2023)](https://www.sec.gov/Archives/edgar/data/1489393/000148939323000037/a2023q2exhibit102.htm) | | |

[Table of Contents](#i5994131f12f14f9992c568de0bcb3be0_10)

| | | | 10.29 | | | | | | [Fifth Amendment to Receivables Purchase Agreement, dated as of May 31, 2023, among LYB Receivables LLC, as seller, Lyondell Chemical Company, as servicer, 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 Quarterly Report on Form 10-Q filed with the SEC on August 4, 2023)](https://www.sec.gov/Archives/edgar/data/1489393/000148939323000037/a2023q2exhibit101.htm) | | |

| | | | 97.1* | | | | | | [Clawback Policy](https://www.sec.gov/Archives/edgar/data/1489393/000148939324000012/a2023q4exhibit971.htm) | | |

[Table of Contents](#i5994131f12f14f9992c568de0bcb3be0_10)

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

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

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

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

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

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

| | | | Furnished herewith. | | |

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

| | | | 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) | | |

| | | | 10.24+* | | | | | | [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 Agreement](https://www.sec.gov/Archives/edgar/data/1489393/000148939323000006/a2022q4exhibit1024.htm) | | |

| | | | 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) | | |

| | | | 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) | | |

[Table of [removed: Contents](#i2108ac286cd14987a395baaf289283fd_10)][added: Contents](#i5994131f12f14f9992c568de0bcb3be0_10)]

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

| Signature | | | [added: | | |] Title | | | Date | | |

| [removed: /s/ PETER VANACKER] [added: */s/ Peter Vanacker*] | | | [added: | | |] Chief Executive Officer and Director | | | February [removed: 23, 2023] [added: 22, 2024] | | |

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

| [removed: /s/ MICHAEL] [added: */s/ Michael] C. [removed: MCMURRAY] [added: McMurray*] | | | [added: | | |] Executive Vice President and | | | February [removed: 23, 2023] [added: 22, 2024] | | |

| Michael C. McMurray | | | [added: | | |] Chief Financial Officer | | | | | |

| | | | [added: | | |] (*Principal Financial Officer*) | | | | | |

| [removed: /s/ CHUKWUEMEKA] [added: */s/ Chukwuemeka] A. [removed: OYOLU] [added: Oyolu*] | | | [added: | | |] Senior Vice President, | | | February [removed: 23, 2023] [added: 22, 2024] | | |

| Chukwuemeka A. Oyolu | | | [added: | | |] Chief Accounting Officer & Investor Relations | | | | | |

| | | | [added: | | |] (*Principal Accounting Officer*) | | | | | |

| [removed: /s/ JACQUES AIGRAIN] [added: */s/ Jacques Aigrain*] | | | [added: | | |] Chair of the Board | | | February [removed: 23, 2023] [added: 22, 2024] | | |

| Jacques Aigrain | | | [added: | | |] and Director | | | | | |

| [removed: /s/ LINCOLN BENET] [added: */s/ Lincoln Benet*] | | | [added: | | |] Director | | | February [removed: 23, 2023] [added: 22, 2024] | | |

| Lincoln Benet | | | | | | | | | [added: | | |]

| [removed: /s/ ROBIN] [added: */s/ Robin] W.T. [removed: BUCHANAN] [added: Buchanan*] | | | [added: | | |] Director | | | February [removed: 23, 2023] [added: 22, 2024] | | |

| Robin W.T. Buchanan | | | | | | | | | [added: | | |]

| [removed: /s/ ANTHONY] [added: */s/ Anthony] R. [removed: CHASE] [added: Chase*] | | | [added: | | |] Director | | | February [removed: 23, 2023] [added: 22, 2024] | | |

| Anthony R. Chase | | | | | | | | | [added: | | |]

| [removed: /s/ ROBERT] [added: */s/ Robert] W. [removed: DUDLEY] [added: Dudley*] | | | [added: | | |] Director | | | February [removed: 23, 2023] [added: 22, 2024] | | |

| Robert W. Dudley | | | | | | | | | [added: | | |]

| [removed: /s/ CLAIRE] [added: */s/ Claire] S. [removed: FARLEY] [added: Farley*] | | | [added: | | |] Director | | | February [removed: 23, 2023] [added: 22, 2024] | | |

| Claire S. Farley | | | | | | | | | [added: | | |]

| [removed: /s/ MICHAEL] [added: */s/ Michael] S. [removed: HANLEY] [added: Hanley*] | | | [added: | | |] Director | | | February [removed: 23, 2023] [added: 22, 2024] | | |

| Michael S. Hanley | | | | | | | | | [added: | | |]

| [removed: /s/ VIRGINIA] [added: */s/ Virginia] A. [removed: KAMSKY] [added: Kamsky*] | | | [added: | | |] Director | | | February [removed: 23, 2023] [added: 22, 2024] | | |

| Virginia A. Kamsky | | | | | | | | | [added: | | |]

| [removed: /s/ ALBERT] [added: */s/ Albert] J. [removed: MANIFOLD] [added: Manifold*] | | | [added: | | |] Director | | | February [removed: 23, 2023] [added: 22, 2024] | | |

| Albert J. Manifold | | | | | | | | | [added: | | |]

| Date: | | | February 22, 2024 | | | | | | | | | | | |

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[Table of Contents](#i5994131f12f14f9992c568de0bcb3be0_10)

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| */s/ Rita Griffin* | | | | | | Director | | | February 22, 2024 | | |

| Rita Griffin | | | | | | | | | | | |

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| /s/ JAGJEET S. BINDRA | | | Director | | | February 23, 2023 | | |

| Jagjeet S. Bindra | | | | | | | | |

| /s/ NANCE K. DICCIANI | | | Director | | | February 23, 2023 | | |

| Nance K. Dicciani | | | | | | | | |