LyondellBasell Industries (LYB) 10-K risk factor changes: FY2024 vs FY2023

Our business operations are subject to the cyclical and volatile nature of the supply-demand balance in the chemical [removed: and refining industries.][added: industry.]

The chemical [removed: and refining industries] [added: industry] historically [removed: have] [added: has] experienced alternating periods of capacity shortages, causing prices and profit margins to increase, followed by periods of excess capacity, resulting in oversupply, declining capacity utilization rates and declining prices and profit margins.

Due to the significant competition we face and the commodity nature of many of our [removed: products] [added: products,] we are not always able to pass on raw material and energy cost increases to our customers.

For some of our raw materials and utilities there are a limited number of [removed: suppliers and,] [added: suppliers, and] in some cases, the supplies are specific to the particular geographic region in which a facility is located.

It is also common in the chemical [removed: and refining industries] [added: industry] for a facility to have a sole, dedicated source for its utilities, such as steam, electricity and gas.

Disruptions of supplies may occur as a result of transportation issues resulting from natural disasters, water levels, and interruptions in marine water routes, among other causes, [removed: that] [added: which] can affect the operations of vessels, barges, rails, trucks and pipeline traffic.

We may use our [removed: $3,250] [added: $3,750] million revolving credit facility, which backs our commercial paper program, to meet our cash needs, to the extent available.

As of December 31, [removed: 2023,] [added: 2024,] we had no borrowings or letters of credit outstanding under the facility and no borrowings outstanding under our commercial paper program, leaving an unused and available credit capacity of [removed: $3,250] [added: $3,750] million.

As of December 31, [removed: 2023,] [added: 2024,] we had no borrowing or letters of credit outstanding and availability of $900 million under this facility.

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

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

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

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

- unplanned increases in the cost of construction [removed: materials or labor;][added: materials, including due to tariffs;]

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: $179 million,] $334 million and $187 million of expense in [added: 2024,] 2023 and 2022, respectively.

Recessionary environments adversely affect our business because demand for our products is reduced, particularly from our customers in industrial markets generally and the automotive and housing industries [removed: specifically,] [added: specifically] and may result in higher costs of capital.

Often, we are not able to protect our market position for these products by product differentiation and may not be able to pass on cost increases to our customers due to the significant competition in our [removed: business.][added: industry.]

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

Additional risks from our multinational business include transportation delays and interruptions, war, terrorist activities, epidemics, pandemics, political instability, import and export controls, [added: access to infrastructure,] sanctions, changes in governmental policies, labor unrest and current and changing regulatory environments.

Changes in tax laws and regulations could affect our tax [removed: rate] [added: rate, financial condition] and [removed: our] results of operations.

Our tax returns are periodically audited or subjected to review by tax authorities, and [added: we regularly evaluate the likelihood of an adverse result of an examination, however] any adverse result of these examinations could also have [removed: an] [added: a material] impact on our effective income tax [removed: rate] [added: rate, financial condition] and [removed: our] results of operations.

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

Our operations in Europe participate in the [removed: ETS] [added: EU Emissions Trading System (ETS)] and we meet our obligations through a combination of free and purchased emission allowances.

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

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

[removed: The CSS sets forth far-reaching plans for introducing significant] [added: For example, in the EU, the European Commission is expected to continue to develop and implement legislative] changes to the EU regulatory frameworks for chemicals including the Regulation on Registration, Evaluation, Authorization and Restriction of Chemicals (“REACH”), and the Classification, Labelling and Packaging Regulation (“CLP”) that could result in increased compliance costs, additional restrictions, and/or bans of chemicals used or produced by us.

[removed: U.S. state and federal regulators, international] [added: 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 [removed: processes,] [added: processes] and have created and will continue to create additional compliance risk.

If we are unable to meet our circularity, greenhouse gas reduction, [removed: diversity] [added: diversity, equity and inclusion,] 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.

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

Policy measures to address [removed: this concern] [added: these concerns] are being discussed or implemented by governments at all levels.

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: a proposal for a] [added: adoption of the] Packaging and Packaging Waste Regulation to replace the Packaging and Packaging Waste Directive.

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

We have set GHG emissions reduction targets for [removed: 2030,] [added: 2030] and aim to achieve net zero scope 1 and 2 GHG emissions by 2050.

Our ability to achieve these goals depends on many factors, including the [added: development and] availability of technology, our ability to secure permits and emissions credits, [added: project execution risk, the availability of infrastructure, the availability of suppliers, the availability of supportive governmental policies and markets, to] evolving regulatory requirements, competitor actions, [removed: customer preferences,] and [removed: our ability to reduce emissions from our operations through modernization and innovation, reduce the emissions intensity of the electricity we buy, and invest in renewables] [added: customer] and [removed: low carbon energy.][added: consumer preferences.]

Failure to achieve our circularity goals could have an adverse effect on the demand for our [removed: products.][added: products and damage our reputation.]

Our ability to achieve this goal depends on many factors, including the availability of collection and sortation infrastructure, evolving regulations on chemical recycling and recycled content, our ability to grow our [removed: circular and low carbon solutions business] [added: CLCS business,] established in 2022, make investments in new technologies, expand the global footprint of our recycling facilities and joint ventures, secure access to feedstock, and manufacture recycled and low carbon products at commercial scale.

Increased IT and cybersecurity threats and more sophisticated and targeted computer crime could pose a risk to our systems, networks, data, products, facilities and [removed: services.][added: services, and the expansion of related regulatory requirements could increase our costs and disrupt our operations.]

We have a significant worldwide patent portfolio of issued and pending [removed: patents] [added: patents,] and our future results could be impacted by our ability to successfully develop and protect new processes and technologies.

We are subject to and may in the future be subject to a variety of legal [removed: proceedings] [added: proceedings, claims,] and [removed: claims] [added: controversies] that arise out of the ordinary conduct of our business.

While we are exiting the refining business in the first quarter of 2025, we expect to experience similar volatility in that industry until closure of our Houston refinery.

[Table of Conten](#i467344bad2c3468094e3ce1310abc33e_10)[ts](#i467344bad2c3468094e3ce1310abc33e_10)

The reliance on single or limited suppliers heightens our vulnerability to supply chain interruptions, and the closure of such a supplier could cause us to be unable to profitably operate our assets.

For example, our ability to operate our site in Brindisi, Italy, may be negatively impacted by the potential shutdown of its propylene supplier.

[Table of Conten](#i467344bad2c3468094e3ce1310abc33e_10)[ts](#i467344bad2c3468094e3ce1310abc33e_10)

[Table of Conten](#i467344bad2c3468094e3ce1310abc33e_10)[ts](#i467344bad2c3468094e3ce1310abc33e_10)

[Table of Conten](#i467344bad2c3468094e3ce1310abc33e_10)[ts](#i467344bad2c3468094e3ce1310abc33e_10)

- unplanned increases in labor costs;

In addition, a joint venture may lack adequate cybersecurity protections or other controls that could impact its ability to reliably conduct operations.

We review our assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable.

We test goodwill for impairment at least annually.

The need to test for impairment can be based on several indicators, including a significant reduction in prices of or demand for products produced, a weakened outlook for profitability, a significant reduction in margins, an expectation that a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life, other changes to contracts or changes in the regulatory environment.

Sustained unfavorable market conditions may also result in asset impairments.

For example, in 2024, challenging market conditions in Europe resulted in a $837 million non-cash impairment of property, plant and equipment in our O&P-EAI segment.

[Table of Conten](#i467344bad2c3468094e3ce1310abc33e_10)[ts](#i467344bad2c3468094e3ce1310abc33e_10)

In 2024, we launched a strategic review of certain assets in Europe to align our asset base with our strategy.

[Table of Conten](#i467344bad2c3468094e3ce1310abc33e_10)[ts](#i467344bad2c3468094e3ce1310abc33e_10)

[Table of Conten](#i467344bad2c3468094e3ce1310abc33e_10)[ts](#i467344bad2c3468094e3ce1310abc33e_10)

[Table of Conten](#i467344bad2c3468094e3ce1310abc33e_10)[ts](#i467344bad2c3468094e3ce1310abc33e_10)

Although the U.S. announced its intent to withdraw from the Paris Agreement and roll back climate regulations in January 2025, several state governments have promulgated regulations directed at GHG emissions reductions from certain types of facilities, and additional regulations could be forthcoming, that could result in increased operating costs for compliance, required acquisition or trading of emission allowances, or other costs.

For example, the states of Vermont and New York have enacted ‘climate superfund’ laws that attempt to impose strict liability on companies that have extracted or refined hydrocarbons that led to emissions of GHG over certain thresholds.

In one case decided in The Netherlands in November 2024, the court held that, although there was no basis to support an order for a specific emission reduction target, Royal Dutch Shell had an obligation to take measures to combat climate change.

Alternatively, as “anti-ESG” sentiment exists among some individuals and government institutions, we may also face scrutiny, reputational risk, lawsuits or market access restrictions from these parties regarding our ESG initiatives.

[Table of Conten](#i467344bad2c3468094e3ce1310abc33e_10)[ts](#i467344bad2c3468094e3ce1310abc33e_10)

For example, over the past two years the United Nations Environment Program has been overseeing the development of a new international legally binding instrument on plastic pollution.

While these international negotiations have been challenging, significant progress has been made with a goal of finalizing this treaty by the end of 2025.

We also participate, along with other companies, institutes, universities, trade associations and other organizations, in various initiatives, campaigns, and other projects that express various ambitions, aspirations and goals related to climate change, emissions and energy transition.

Our individual ambitions, future performance or policies may differ from the ambitions of those organizations or the individual ambitions of other participants in these various initiatives, campaigns, and other projects, and we may unilaterally change our own ambitions, aspirations and goals.

[Table of Conten](#i467344bad2c3468094e3ce1310abc33e_10)[ts](#i467344bad2c3468094e3ce1310abc33e_10)

In 2024, we began construction on our first industrial-scale chemical recycling plant at our site in Wesseling, Germany, which utilizes our proprietary *MoReTec* technology, and we may encounter difficulties in the construction or operation of the facility, or the implementation of *MoReTec* technology at that scale, which could negatively impact our ability to achieve our goals and damage our reputation with customers and other stakeholders.

Our cybersecurity and infrastructure protection technologies, disaster recovery plans and systems, employee training and vendor risk management may not be sufficient to defend us against all unauthorized attempts to access our information or impact our systems.

We – and our third-party vendors and service providers – have been and may in the future be subject to cybersecurity events of varying degrees.

To date, the impacts of prior events have not had a material adverse effect on us, however, there is no assurance that such an event has not already occurred and we are unaware of it, or that we will not suffer a cybersecurity breach and loss in the future.

We devote significant resources to prevent cybersecurity events, incidents, and breaches and to protect our data, but our systems and procedures for identifying and protecting against such attacks and mitigating such risks may prove to be insufficient due to system vulnerabilities, human error or malfeasance, or other factors.

Cybersecurity events involving our information technology systems or those of our third-party vendors and service providers can result in disclosure, unavailability, loss of integrity, theft, destruction, loss, misappropriation or release of confidential financial data, regulated personally identifying or identifiable information, intellectual property and other information; give rise to remediation or other expenses; result in litigation, claims and increased regulatory review or scrutiny; reduce our customers’ willingness to do business with us; disrupt our operations and the services we provide to customers; and subject us to litigation and legal liability under international, U.S. federal and state laws and regulations.

Any of such results could have a material adverse effect on our reputation, business, financial condition, results of operations and cash flows.

We are subject to a variety of laws and regulations in Europe, the United States and other jurisdictions regarding privacy, data protection, and data security, including those related to the collection, storage, handling, use, disclosure, transfer, and security of personal data, and impose obligations on us to ensure transparency, purpose limitation, data minimization, accuracy, storage limitation, integrity, confidentiality, and accountability.

Compliance with and interpretation of various data privacy regulations continue to evolve, and any violation could subject us to legal claims, regulatory penalties, and damage to our reputation.

In addition, the complex and dynamic regulatory environment surrounding artificial intelligence (“AI”), including generative AI, subjects us to a variety of risks.

These risks include, but are not limited to, data privacy and security vulnerabilities, intellectual property patent, copyright, and misappropriation claims, unauthorized third-party usage of data associated with training models, and malicious use and advanced deceitful communication methods.

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

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

In addition, because the Houston refinery is our only refining operation, an outage at the refinery could have a particularly negative impact on our operating results as we do not have the ability to increase refining production elsewhere.

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.

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

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

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.

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

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

Additional regulations could be forthcoming at the U.S. federal or state level that could result in increased operating costs for compliance, required acquisition or trading of emission allowances, or compliance costs associated with additional regulatory frameworks for a range of potential carbon reduction projects, including carbon capture, use, and sequestration projects.

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

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

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

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.

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 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.

The discussion summarizing the significant factors affecting the results of operations and financial condition for the year ended December 31, [removed: 2021] [added: 2022] and for the year ended December 31, [removed: 2022] [added: 2023] compared to [removed: 2021] [added: 2022] has been excluded from this Form 10-K and can be found in [removed: 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: 2022 as reported in Exhibit 99.1 to the Current Report on form 8-K of the Company] [added: 2023 which was] filed with the Securities and Exchange Commission on [removed: May 12, 2023 and] [added: February 22, 2024 of which Item 7] is incorporated herein by reference.

Throughout [removed: 2023,] [added: 2024,] petrochemical markets faced headwinds from soft global demand, [removed: capacity additions] [added: rising raw material costs] and economic uncertainty.

Markets were broadly pressured by weak demand for durable [removed: goods] [added: goods,] which impacted margins in the [removed: O&P-Americas, O&P-EAI, Intermediates & Derivatives (“I&D”)] [added: company's Olefins] and [removed: APS] [added: Polyolefins-Americas (“O&P-Americas”), O&P-EAI and I&D] segments.

| Millions of dollars | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | | | |

| Sales and other operating revenues | | | | | | $ | [removed: 41,107] [added: 40,302] | | | | | $ | [removed: 50,451] [added: 41,107] | | | | | | | |

| Cost of sales | | | | | | [removed: 35,849] [added: 35,738] | | | | | | [removed: 43,847] [added: 35,849] | | | | | | | | |

| Impairments | | | | | | [removed: 518] [added: 949] | | | | | | [removed: 69] [added: 518] | | | | | | | | |

| Selling, general and administrative expenses | | | | | | [removed: 1,557] [added: 1,663] | | | | | | [removed: 1,310] [added: 1,557] | | | | | | | | |

| Research and development expenses | | | | | | [removed: 130] [added: 135] | | | | | | [removed: 124] [added: 130] | | | | | | | | |

| Operating income | | | | | | [removed: 3,053] [added: 1,817] | | | | | | [removed: 5,101] [added: 3,053] | | | | | | | | |

| Interest expense | | | | | | [removed: (477)] [added: (481)] | | | | | | [removed: (287)] [added: (477)] | | | | | | | | |

| Interest income | | | | | | [removed: 129] [added: 150] | | | | | | [removed: 29] [added: 129] | | | | | | | | |

| Other [removed: expense,] [added: income (expense),] net | | | | | | [removed: (58)] [added: 50] | | | | | | [removed: (72)] [added: (58)] | | | | | | | | |

| [removed: (Loss) income] [added: Loss] from equity investments | | | [removed: | | | (20)] [added: (13)] | | | | | | [removed: 5] [added: (13)] | | | | | | | | |

| Income from continuing operations before income taxes | | | | | | [removed: 2,627] [added: 1,603] | | | | | | [removed: 4,776] [added: 2,627] | | | | | | | | |

| Provision for income taxes | | | | | | [removed: 501] [added: 240] | | | | | | [removed: 882] [added: 501] | | | | | | | | |

| Income from continuing operations | | | | | | [removed: 2,126] [added: 1,363] | | | | | | [removed: 3,894] [added: 2,126] | | | | | | | | |

| [removed: Loss] [added: Income (loss)] from discontinued operations, net of tax | | | | | | [removed: (5)] [added: 4] | | | | | | (5) | | | | | | | | |

| Net income | | | | | | [removed: 2,121] [added: 1,367] | | | | | | [removed: 3,889] [added: 2,121] | | | | | | | | |

| Financial derivatives | | | | | | [removed: (80)] [added: 115] | | | | | | [removed: 208] [added: (80)] | | | | | | | | |

| Defined benefit pension and other postretirement benefit plans | | | | | | [removed: (97)] [added: (2)] | | | | | | [removed: 346] [added: (97)] | | | | | | | | |

| Foreign currency translations | | | | | | [removed: 73] [added: (169)] | | | | | | [removed: (123)] [added: 73] | | | | | | | | |

| Total other comprehensive [removed: (loss) income,] [added: income (loss),] net of tax | | | | | | [removed: (104)] [added: (56)] | | | | | | [removed: 431] [added: (104)] | | | | | | | | |

| Comprehensive income | | | | | | $ | [removed: 2,017] [added: 1,311] | | | | | $ | [removed: 4,320] [added: 2,017] | | | | | | | |

On an annual basis, feedstock and energy related costs generally represent approximately [removed: 70%] [added: 75%] to 80% of cost of sales.

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

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

SG&A Expenses—Selling, general and administrative (“SG&A”) expenses increased by [removed: $247] [added: $106] million, or [removed: 19%,] [added: 7%,] in [removed: 2023] [added: 2024] compared to [removed: 2022.][added: 2023, primarily attributable to an increase in employee-related expenses.]

Operating Income—Operating income decreased by [removed: $2,048] [added: $1,236] million, or 40%, in [removed: 2023] [added: 2024] compared to [removed: 2022.][added: 2023.]

In [removed: 2023,] [added: 2024,] Operating income decreased for our [added: O&P-EAI,] Refining, [removed: O&P-Americas, I&D, APS] and [removed: O&P-EAI] [added: I&D] segments by [removed: $668 million, $541 million, $342] [added: $848] million, [removed: $277] [added: $434] million and [removed: $235] [added: $311] million, respectively.

Operating income for our [added: APS, O&P-Americas and] Technology [removed: segment] [added: segments] increased by [removed: $3] [added: $213 million, $140] million [added: and $4 million, respectively,] in [removed: 2023] [added: 2024] compared to [removed: 2022.][added: 2023.]

Income Taxes—Our effective income tax rates of [removed: 19.1%] [added: 15.0%] in [removed: 2023] [added: 2024] and [removed: 18.5%] [added: 19.1%] in [removed: 2022] [added: 2023] resulted in tax provisions of [removed: $501] [added: $240] million and [removed: $882] [added: $501] million, respectively.

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

Comprehensive Income—Comprehensive income decreased by [removed: $2,303] [added: $706] million in [removed: 2023] [added: 2024] compared to [removed: 2022,] [added: 2023,] primarily due to a decrease in net income.

Defined benefit pension and other postretirement benefit plans led to [removed: a decrease] [added: an increase] in Comprehensive income of [removed: $443] [added: $95] million in [removed: 2023] [added: 2024] compared to [removed: 2022,] [added: 2023,] primarily due to actuarial [removed: losses] [added: gains] resulting from [removed: lower-than-expected] [added: higher-than-expected] asset returns [removed: combined with the absence of pre-tax pension settlements] [added: offset by a decrease] in [removed: 2023.][added: discount rates.]

Foreign currency translations [removed: increased] [added: decreased] Comprehensive income by [removed: $196] [added: $242] million in [removed: 2023] [added: 2024] compared to [removed: 2022,] [added: 2023,] primarily due to the [removed: weakening] [added: strengthening] of the U.S. dollar relative to the euro [removed: and the British pound sterling] in [removed: 2023,] [added: 2024,] offset by the effective portion of our net investment hedges.

See Notes [removed: 14, 15] [added: 13, 14] and [removed: 19] [added: 18] to the Consolidated Financial Statements for further discussions.

Intersegment eliminations and items that are not directly related or allocated to business operations, such as foreign exchange gains [removed: (losses)] [added: or losses] and components of pension and other post-retirement [removed: benefit costs] [added: benefits] other than service [removed: cost,] [added: costs,] are included in “Other.” [removed: For additional information related to our operating segments, as well as] [added: See the table below for] a reconciliation of EBITDA to its nearest generally accepted accounting principles (“GAAP”) [removed: measure, Income from continuing operations before income taxes, see Note 21 to our Consolidated Financial Statements.][added: measure.]

| Millions of [removed: U.S.] dollars | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | | | | | | | | | | | | | | | |

Results for 2024 decreased when compared to 2023 as impairments recognized in 2024 primarily in our Olefins and Polyolefins-Europe, Asia, International (“O&P-EAI”) segment were partially offset by impairment charges recognized in 2023 in our Advanced Polymer Solutions (“APS”) and Intermediates & Derivatives (“I&D”) segments.

Margins for our I&D and Refining segments fell due to lower crude oil prices and gasoline crack spreads.

These decreases were offset by industry cracker outages which benefited olefins margins in our O&P-Americas segment.

Margin recovery in the APS segment was limited by global declines in automotive production.

We remain committed to our balanced and disciplined capital allocation strategy.

During 2024, we generated $3,819 million in cash from operating activities, invested $1,839 million in capital expenditures and returned $1,915 million to shareholders through dividend payments and share repurchases.

[Table of Conten](#i467344bad2c3468094e3ce1310abc33e_10)[ts](#i467344bad2c3468094e3ce1310abc33e_10)

| Gain on sale of business | | | | | | 284 | | | | | | — | | | | | | | | |

Cost of Sales—Cost of sales remained relatively unchanged, in 2024 compared to 2023.

Impairments—During 2024, we recognized non-cash impairment charges of $949 million, primarily consisting of impairments of property, plant and equipment of $892 million in our O&P-EAI and APS segments.

[Table of Conten](#i467344bad2c3468094e3ce1310abc33e_10)[ts](#i467344bad2c3468094e3ce1310abc33e_10)

Gain on Sale of Business—In the second quarter of 2024, we completed the sale of our Ethylene Oxide & Derivatives (“EO&D”) business and associated production facilities located in Bayport, Texas and recognized a pre-tax gain of $284 million.

Loss from Equity Investments—Losses from equity investments increased $197 million, or 985%, in 2024 compared to 2023.

Approximately 82% of the change was driven by our O&P-EAI segment, primarily due to the recognition of a deferred tax valuation allowance charge by our Chinese joint venture.

The remaining change was primarily driven by lower polypropylene margins at our Mexican joint venture in our O&P-Americas segment.

The lower effective tax rate for 2024 was primarily attributable to changes in earnings in countries with varying statutory tax rates, largely attributable to fourth quarter non-cash impairments decreasing the effective tax rate by 5.5% in comparison to 2023.

There was a further decrease in the effective tax rate of 1.7% related to fluctuations in foreign exchange gains and losses, partially offset by an increase in the effective tax rate of 2.6% related to reduced exempt income in 2024.

Financial derivatives designated as cash flow hedges, primarily our commodity swaps, led to an increase in Comprehensive income of $195 million in 2024 compared to 2023, reflecting commodity pricing volatility.

[Table of Conten](#i467344bad2c3468094e3ce1310abc33e_10)[ts](#i467344bad2c3468094e3ce1310abc33e_10)

| I&D segment | | | | | | 10,424 | | | | | | 11,086 | | | | | | | | |

| I&D segment | | | | | | 951 | | | | | | 1,262 | | | | | | | | |

[Table of Conten](#i467344bad2c3468094e3ce1310abc33e_10)[ts](#i467344bad2c3468094e3ce1310abc33e_10)

| Millions of dollars | | | | | | 2024 | | | | | | 2023 | | | | | | | | |

| I&D segment | | | | | | 401 | | | | | | 443 | | | | | | | | |

| O&P-EAI segment | | | | | | (217) | | | | | | (55) | | | | | | | | |

| I&D segment | | | | | | (13) | | | | | | (13) | | | | | | | | |

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

| Impairments: | | | | | | | | | | | | | | | | | | | | |

| O&P-EAI segment | | | | | | 892 | | | | | | 38 | | | | | | | | |

| I&D segment | | | | | | 2 | | | | | | 192 | | | | | | | | |

| APS segment | | | | | | 55 | | | | | | 252 | | | | | | | | |

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

| Total | | | | | | $ | 949 | | | | | $ | 518 | | | | | | | |

| Gain on sale of business: | | | | | | | | | | | | | | | | | | | | |

| I&D segment | | | | | | $ | 284 | | | | | $ | — | | | | | | | |

| Total | | | | | | $ | 284 | | | | | $ | — | | | | | | | |

| O&P-Americas segment | | | | | | $ | 8 | | | | | $ | 2 | | | | | | | |

| I&D segment | | | | | | 41 | | | | | | (13) | | | | | | | | |

| Refining segment | | | | | | 3 | | | | | | — | | | | | | | | |

| O&P-EAI segment | | | | | | (991) | | | | | | (9) | | | | | | | | |

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.

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.

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.

During 2023, we generated $4.9 billion in cash from operating activities.

We remain committed to a disciplined approach to capital allocation.

Additionally, approximately $1.5 billion was reinvested in the business through capital expenditures while $1.8 billion was returned to shareholders through quarterly dividends and share repurchases.

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

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

Average sales prices in 2023 were lower for many of our products, as sales prices generally correlate with crude oil prices, which decreased relative to 2022.

These lower prices led to a 21% decrease in revenue.

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

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

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

This decrease primarily related to lower feedstock and energy costs.

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

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.

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.

These increases were partially offset by decreases in the effective tax rate of 2.8% related to changes in pre-tax income in countries with varying statutory tax rates and 1.0% related to a patent box ruling received in the fourth quarter of 2023.

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

| I&D | | | | | | 11,086 | | | | | | 12,950 | | | | | | | | |

| I&D | | | | | | 1,262 | | | | | | 1,604 | | | | | | | | |

| I&D | | | | | | 443 | | | | | | 332 | | | | | | | | |

| I&D | | | | | | (13) | | | | | | (25) | | | | | | | | |

| O&P-EAI | | | | | | (1) | | | | | | — | | | | | | | | |

| I&D | | | | | | (13) | | | | | | (39) | | | | | | | | |

| O&P-EAI | | | | | | (9) | | | | | | 178 | | | | | | | | |

| I&D | | | | | | 1,679 | | | | | | 1,872 | | | | | | | | |

Revenues—Revenues decreased by $3,200 million, or 22%, in 2023 compared to 2022.

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

We estimate that a 10% change in commodity prices as of December 31, [added: 2024 and] 2023, would change the fair value of our commodity derivative contracts by approximately [added: $45 million and] $36 [removed: million; while a 10% change in commodity prices as of December 31, 2022, would not materially impact the fair values of our commodity derivative contracts.][added: million, respectively.]

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

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

| Millions of euro/dollars | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | |

| Cross currency basis swaps | | | | | | € | 617 | | | | | € | 617 | | | | | euro/U.S. dollar rate | | | | | | $ | [removed: 70] [added: 65] | | | | | $ | [removed: 67] [added: 70] | |

| Cross currency swaps | | | | | | € | 750 | | | | | € | 750 | | | | | euro/U.S. dollar rate | | | | | | $ | [removed: 81] [added: 77] | | | | | $ | [removed: 75] [added: 81] | |

| Forward exchange contracts | | | | | | € | 1,550 | | | | | € | [removed: 1,350] [added: 1,550] | | | | | euro/U.S. dollar rate | | | | | | $ | [removed: 165] [added: 158] | | | | | $ | [removed: 138] [added: 165] | |

| Cross currency swaps | | | | | | € | [removed: 1,052] [added: 268] | | | | | € | 1,052 | | | | | euro/U.S. dollar rate | | | | | | $ | [removed: 117] [added: 29] | | | | | $ | [removed: 113] [added: 117] | |

Other [removed: (expense) income,] [added: income (expense),] net, in the Consolidated Statements of Income reflects net foreign currency [removed: losses] [added: gains] of [removed: $34] [added: $15] million and [removed: $14] [added: losses of $34] million in [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

As of December 31, [removed: 2023,] [added: 2024,] our foreign currency contracts that are accounted for as economic hedges mature between January [removed: 2024] [added: 2025] and [removed: January] [added: October] 2025, inclusively, and [removed: had] [added: have] an aggregate notional amount of [removed: $555] [added: $772] million.

A 10% fluctuation compared to the U.S. dollar would have resulted in an additional impact to earnings of approximately [removed: $21] [added: $68] million and [removed: $17] [added: $21] million in [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

To minimize earnings at risk as part of our interest rate risk management strategy, we [added: may] target to maintain floating-rate debt, through the use of interest rate swaps and issuance of variable-rate debt, equal to our cash and cash equivalents, as those assets earn interest based on floating-rates.

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

We estimate that a 10% change in market interest rates as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] would change the fair value of these [removed: forward-starting] interest rate swaps by approximately [removed: $12] [added: $24] million and [removed: $23] [added: $14] million, respectively.

*Fixed-rate debt*—We [added: may] enter into interest rate swaps that effectively convert [added: a portion of] our fixed-rate debt to variable-rate debt.

At December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the total notional amount of these interest rate swaps was [removed: $2,171] [added: $2,158] million and [removed: $2,164] [added: $2,171] million, respectively.

At December 31, [removed: 2023,] [added: 2024,] after giving consideration to the fixed-rate debt that we have effectively converted to variable-rate debt, approximately [removed: 80%] [added: 81%] of our debt portfolio, on a gross basis, incurred interest at a fixed-rate and the remaining [removed: 20%] [added: 19%] of the portfolio incurred interest at a variable-rate.

[removed: We] [added: 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023] would [removed: change] [added: not materially impact] the fair value of these [removed: interest rate swaps by approximately $14 million and $35 million, respectively.][added: facilities.]

*Variable-rate debt*—At December 31, [removed: 2023,] [added: 2024,] we have no borrowings under our Commercial Paper Program.

We also have available borrowing capacity under our [removed: $3,250] [added: $3,750] million Senior Revolving Credit Facility and our $900 million U.S. Receivables Facility.

At December 31, [removed: 2023,] [added: 2024,] there were no outstanding borrowings under these facilities.

[Table of Conten](#i467344bad2c3468094e3ce1310abc33e_10)[ts](#i467344bad2c3468094e3ce1310abc33e_10)

There were no open forward-starting interest rate swaps contracts at December 31, 2024.

[Table of Conten](#i467344bad2c3468094e3ce1310abc33e_10)[ts](#i467344bad2c3468094e3ce1310abc33e_10)

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

Based on our average variable-rate debt outstanding per year, we estimate that a 10% change in market interest rates as of December 31, 2023 and 2022 would not materially impact the fair value of these facilities.

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

Environmental Matters

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

U.S. Securities and Exchange Commission rules require disclosure of certain environmental matters when a governmental authority is a party to the proceedings and the proceedings involve potential monetary sanctions that we reasonably believe could exceed $300,000.

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

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

In 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.

Litigation and Other Matters

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

For the fiscal year ended December 31, [removed: 2023][added: 2024]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T [added: (§ 232.405 of this chapter)] during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting [removed: company,”] [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: 2023,] [added: 2024,] the last business day of the registrant’s most recently completed second fiscal quarter, based on the closing price on that date of [removed: $91.83,] [added: $95.66,] was [removed: $23.6] [added: $24.8] billion.

Portions of the [removed: 2024] [added: 2025] Proxy Statement, in connection with the Company’s [removed: 2024] [added: 2025] 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](#i5994131f12f14f9992c568de0bcb3be0_13)] [added: 1995](#i467344bad2c3468094e3ce1310abc33e_13)] | | | | | | | | | [removed: [2](#i5994131f12f14f9992c568de0bcb3be0_13)] [added: [2](#i467344bad2c3468094e3ce1310abc33e_13)] | | |

| [Items 1. and [removed: 2.](#i5994131f12f14f9992c568de0bcb3be0_19)] [added: 2.](#i467344bad2c3468094e3ce1310abc33e_19)] | | | | | | [Business and [removed: Properties](#i5994131f12f14f9992c568de0bcb3be0_19)] [added: Properties](#i467344bad2c3468094e3ce1310abc33e_19)] | | | [removed: [4](#i5994131f12f14f9992c568de0bcb3be0_19)] [added: [4](#i467344bad2c3468094e3ce1310abc33e_19)] | | |

| [Item [removed: 1A.](#i5994131f12f14f9992c568de0bcb3be0_73)] [added: 1A.](#i467344bad2c3468094e3ce1310abc33e_76)] | | | | | | [Risk [removed: Factors](#i5994131f12f14f9992c568de0bcb3be0_73)] [added: Factors](#i467344bad2c3468094e3ce1310abc33e_76)] | | | [removed: [21](#i5994131f12f14f9992c568de0bcb3be0_73)] [added: [19](#i467344bad2c3468094e3ce1310abc33e_76)] | | |

| [Item [removed: 1B.](#i5994131f12f14f9992c568de0bcb3be0_76)] [added: 1B.](#i467344bad2c3468094e3ce1310abc33e_79)] | | | | | | [Unresolved Staff [removed: Comments](#i5994131f12f14f9992c568de0bcb3be0_76)] [added: Comments](#i467344bad2c3468094e3ce1310abc33e_79)] | | | [removed: [33](#i5994131f12f14f9992c568de0bcb3be0_76)] [added: [31](#i467344bad2c3468094e3ce1310abc33e_79)] | | |

| [Item [removed: 3.](#i5994131f12f14f9992c568de0bcb3be0_79)] [added: 3.](#i467344bad2c3468094e3ce1310abc33e_85)] | | | | | | [Legal [removed: Proceedings](#i5994131f12f14f9992c568de0bcb3be0_79)] [added: Proceedings](#i467344bad2c3468094e3ce1310abc33e_85)] | | | [removed: [35](#i5994131f12f14f9992c568de0bcb3be0_79)] [added: [32](#i467344bad2c3468094e3ce1310abc33e_85)] | | |

| [Item [removed: 4.](#i5994131f12f14f9992c568de0bcb3be0_82)] [added: 4.](#i467344bad2c3468094e3ce1310abc33e_88)] | | | | | | [Mine Safety [removed: Disclosures](#i5994131f12f14f9992c568de0bcb3be0_82)] [added: Disclosures](#i467344bad2c3468094e3ce1310abc33e_88)] | | | [removed: [36](#i5994131f12f14f9992c568de0bcb3be0_82)] [added: [32](#i467344bad2c3468094e3ce1310abc33e_88)] | | |

| [Item [removed: 5.](#i5994131f12f14f9992c568de0bcb3be0_88)] [added: 5.](#i467344bad2c3468094e3ce1310abc33e_94)] | | | | | | [Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity [removed: Securities](#i5994131f12f14f9992c568de0bcb3be0_88)] [added: Securities](#i467344bad2c3468094e3ce1310abc33e_94)] | | | [removed: [37](#i5994131f12f14f9992c568de0bcb3be0_88)] [added: [33](#i467344bad2c3468094e3ce1310abc33e_94)] | | |

| [Item [removed: 6.](#i5994131f12f14f9992c568de0bcb3be0_91)] [added: 6.](#i467344bad2c3468094e3ce1310abc33e_97)] | | | | | | [removed: [Reserved](#i5994131f12f14f9992c568de0bcb3be0_91)] [added: [Reserved](#i467344bad2c3468094e3ce1310abc33e_97)] | | | [removed: [38](#i5994131f12f14f9992c568de0bcb3be0_91)] [added: [34](#i467344bad2c3468094e3ce1310abc33e_97)] | | |

| [Item [removed: 7.](#i5994131f12f14f9992c568de0bcb3be0_94)] [added: 7.](#i467344bad2c3468094e3ce1310abc33e_100)] | | | | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i5994131f12f14f9992c568de0bcb3be0_94)] [added: Operations](#i467344bad2c3468094e3ce1310abc33e_100)] | | | [removed: [39](#i5994131f12f14f9992c568de0bcb3be0_94)] [added: [35](#i467344bad2c3468094e3ce1310abc33e_100)] | | |

| [Item [removed: 7A.](#i5994131f12f14f9992c568de0bcb3be0_145)] [added: 7A.](#i467344bad2c3468094e3ce1310abc33e_151)] | | | | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i5994131f12f14f9992c568de0bcb3be0_145)] [added: Risk](#i467344bad2c3468094e3ce1310abc33e_151)] | | | [removed: [58](#i5994131f12f14f9992c568de0bcb3be0_145)] [added: [53](#i467344bad2c3468094e3ce1310abc33e_151)] | | |

| [Item [removed: 8.](#i5994131f12f14f9992c568de0bcb3be0_148)] [added: 8.](#i467344bad2c3468094e3ce1310abc33e_154)] | | | | | | [Financial Statements and Supplementary [removed: Data](#i5994131f12f14f9992c568de0bcb3be0_148)] [added: Data](#i467344bad2c3468094e3ce1310abc33e_154)] | | | [removed: [60](#i5994131f12f14f9992c568de0bcb3be0_148)] [added: [55](#i467344bad2c3468094e3ce1310abc33e_154)] | | |

| [Item [removed: 9.](#i5994131f12f14f9992c568de0bcb3be0_250)] [added: 9.](#i467344bad2c3468094e3ce1310abc33e_262)] | | | | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i5994131f12f14f9992c568de0bcb3be0_250)] [added: Disclosure](#i467344bad2c3468094e3ce1310abc33e_262)] | | | [removed: [133](#i5994131f12f14f9992c568de0bcb3be0_250)] [added: [124](#i467344bad2c3468094e3ce1310abc33e_262)] | | |

| [Item [removed: 9A.](#i5994131f12f14f9992c568de0bcb3be0_253)] [added: 9A.](#i467344bad2c3468094e3ce1310abc33e_265)] | | | | | | [Controls and [removed: Procedures](#i5994131f12f14f9992c568de0bcb3be0_253)] [added: Procedures](#i467344bad2c3468094e3ce1310abc33e_265)] | | | [removed: [133](#i5994131f12f14f9992c568de0bcb3be0_253)] [added: [124](#i467344bad2c3468094e3ce1310abc33e_265)] | | |

| [Item [removed: 9B.](#i5994131f12f14f9992c568de0bcb3be0_256)] [added: 9B.](#i467344bad2c3468094e3ce1310abc33e_268)] | | | | | | [Other [removed: Information](#i5994131f12f14f9992c568de0bcb3be0_256)] [added: Information](#i467344bad2c3468094e3ce1310abc33e_268)] | | | [removed: [133](#i5994131f12f14f9992c568de0bcb3be0_256)] [added: [124](#i467344bad2c3468094e3ce1310abc33e_268)] | | |

| [Item [removed: 9C.](#i5994131f12f14f9992c568de0bcb3be0_259)] [added: 9C.](#i467344bad2c3468094e3ce1310abc33e_271)] | | | | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i5994131f12f14f9992c568de0bcb3be0_259)] [added: Inspections](#i467344bad2c3468094e3ce1310abc33e_271)] | | | [removed: [133](#i5994131f12f14f9992c568de0bcb3be0_256)] [added: [124](#i467344bad2c3468094e3ce1310abc33e_271)] | | |

| [Item [removed: 10.](#i5994131f12f14f9992c568de0bcb3be0_265)] [added: 10.](#i467344bad2c3468094e3ce1310abc33e_277)] | | | | | | [Directors, Executive Officers and Corporate [removed: Governance](#i5994131f12f14f9992c568de0bcb3be0_265)] [added: Governance](#i467344bad2c3468094e3ce1310abc33e_277)] | | | [removed: [134](#i5994131f12f14f9992c568de0bcb3be0_265)] [added: [125](#i467344bad2c3468094e3ce1310abc33e_277)] | | |

| [Item [removed: 11.](#i5994131f12f14f9992c568de0bcb3be0_268)] [added: 11.](#i467344bad2c3468094e3ce1310abc33e_280)] | | | | | | [Executive [removed: Compensation](#i5994131f12f14f9992c568de0bcb3be0_268)] [added: Compensation](#i467344bad2c3468094e3ce1310abc33e_280)] | | | [removed: [134](#i5994131f12f14f9992c568de0bcb3be0_268)] [added: [125](#i467344bad2c3468094e3ce1310abc33e_280)] | | |

| [Item [removed: 12.](#i5994131f12f14f9992c568de0bcb3be0_271)] [added: 12.](#i467344bad2c3468094e3ce1310abc33e_283)] | | | | | | [Security Ownership of Certain Beneficial Owners and Management and Related Shareholder [removed: Matters](#i5994131f12f14f9992c568de0bcb3be0_271)] [added: Matters](#i467344bad2c3468094e3ce1310abc33e_283)] | | | [removed: [134](#i5994131f12f14f9992c568de0bcb3be0_271)] [added: [125](#i467344bad2c3468094e3ce1310abc33e_283)] | | |

| [Item [removed: 13.](#i5994131f12f14f9992c568de0bcb3be0_274)] [added: 13.](#i467344bad2c3468094e3ce1310abc33e_286)] | | | | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i5994131f12f14f9992c568de0bcb3be0_274)] [added: Independence](#i467344bad2c3468094e3ce1310abc33e_286)] | | | [removed: [134](#i5994131f12f14f9992c568de0bcb3be0_274)] [added: [125](#i467344bad2c3468094e3ce1310abc33e_286)] | | |

| [Item [removed: 14.](#i5994131f12f14f9992c568de0bcb3be0_277)] [added: 14.](#i467344bad2c3468094e3ce1310abc33e_289)] | | | | | | [Principal Accounting Fees and [removed: Services](#i5994131f12f14f9992c568de0bcb3be0_277)] [added: Services](#i467344bad2c3468094e3ce1310abc33e_289)] | | | [removed: [134](#i5994131f12f14f9992c568de0bcb3be0_277)] [added: [125](#i467344bad2c3468094e3ce1310abc33e_289)] | | |

| [Item [removed: 15.](#i5994131f12f14f9992c568de0bcb3be0_283)] [added: 15.](#i467344bad2c3468094e3ce1310abc33e_295)] | | | | | | [Exhibits, Financial Statement [removed: Schedules](#i5994131f12f14f9992c568de0bcb3be0_283)] [added: Schedules](#i467344bad2c3468094e3ce1310abc33e_295)] | | | [removed: [135](#i5994131f12f14f9992c568de0bcb3be0_283)] [added: [126](#i467344bad2c3468094e3ce1310abc33e_295)] | | |

| [Item [removed: 16.](#i5994131f12f14f9992c568de0bcb3be0_286)] [added: 16.](#i467344bad2c3468094e3ce1310abc33e_298)] | | | | | | [Form 10-K [removed: Summary](#i5994131f12f14f9992c568de0bcb3be0_286)] [added: Summary](#i467344bad2c3468094e3ce1310abc33e_298)] | | | [removed: [141](#i5994131f12f14f9992c568de0bcb3be0_286)] [added: [131](#i467344bad2c3468094e3ce1310abc33e_298)] | | |

- our operations in the United States (“U.S.”) [removed: have benefited] [added: benefit] from low-cost natural gas and natural gas liquids; decreased availability of these materials (for example, from their export or regulations impacting hydraulic fracturing in the U.S.) could reduce the current benefits we receive;

- industry production capacities and operating rates may lead to [added: extended] periods of oversupply and low profitability;

- changes in general economic, business, political and regulatory conditions in the countries or regions in which we operate could increase our [removed: costs,] [added: costs through tariffs or otherwise, limit trade,] restrict our operations and reduce our operating results;

- our ability to acquire or dispose of product [removed: lines] [added: lines, businesses,] or [removed: businesses] [added: assets] could disrupt our business and harm our financial [removed: condition;][added: condition and results of operations;]

- our ability to execute and achieve [added: the] expected results of our value enhancement program;

The relatively low cost of natural gas-derived raw materials in the U.S. versus the global cost of crude oil-derived raw materials has had a [removed: significant] positive influence on the profitability of our North American operations.

Our I&D segment produces and markets propylene oxide and its derivatives; oxyfuels and related products; and intermediate chemicals, such as styrene monomer, [removed: acetyls, ethylene oxide] and [removed: ethylene glycol.][added: acetyls.]

Financial information about our business segments and geographical areas can be found in Note [removed: 21] [added: 20] 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: 2023, 2022] [added: 2024, 2023] or [removed: 2021.][added: 2022.]

*Olefins [removed: &] [added: and] Co-products*—Ethylene is the most significant petrochemical in terms of worldwide production volume and is the key building block for PE and many other chemicals and plastics.

Olefins [removed: &] [added: and] co-products sales accounted for approximately [removed: 9%,] [added: 10%,] 9% and [removed: 11%] [added: 9%] of our consolidated revenues in [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] respectively.

PE sales accounted for approximately [removed: 18%, 19%] [added: 19%, 18%] and [removed: 22%] [added: 19%] of our consolidated revenues in [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] respectively.

PP sales accounted for approximately [removed: 14%, 15%] [added: 16%, 14%] and [removed: 19%] [added: 15%] of our consolidated revenues in [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] respectively.

[Table of Conten](#i467344bad2c3468094e3ce1310abc33e_10)[ts](#i467344bad2c3468094e3ce1310abc33e_10)

The registrant had 323,446,166 ordinary shares outstanding at February 25, 2025 (excluding 16,976,332 treasury shares).

[Table of Conten](#i467344bad2c3468094e3ce1310abc33e_10)[ts](#i467344bad2c3468094e3ce1310abc33e_10)

| [Item 1C.](#i467344bad2c3468094e3ce1310abc33e_82) | | | | | | [Cybersecurity](#i467344bad2c3468094e3ce1310abc33e_82) | | | [31](#i467344bad2c3468094e3ce1310abc33e_82) | | |

| [Signatures](#i467344bad2c3468094e3ce1310abc33e_301) | | | | | | | | | [132](#i467344bad2c3468094e3ce1310abc33e_301) | | |

[Table of Conten](#i467344bad2c3468094e3ce1310abc33e_10)[ts](#i467344bad2c3468094e3ce1310abc33e_10)

[Table of Conten](#i467344bad2c3468094e3ce1310abc33e_10)[ts](#i467344bad2c3468094e3ce1310abc33e_10)

[Table of Conten](#i467344bad2c3468094e3ce1310abc33e_10)[ts](#i467344bad2c3468094e3ce1310abc33e_10)

[Table of Conten](#i467344bad2c3468094e3ce1310abc33e_10)[ts](#i467344bad2c3468094e3ce1310abc33e_10)

[Table of Conten](#i467344bad2c3468094e3ce1310abc33e_10)[ts](#i467344bad2c3468094e3ce1310abc33e_10)

Export sales are primarily to customers in Latin America.

[Table of Conten](#i467344bad2c3468094e3ce1310abc33e_10)[ts](#i467344bad2c3468094e3ce1310abc33e_10)

Our propylene production is used as a raw material in the production of PP and propylene oxide and derivatives of those products, and we regularly purchase propylene from third parties because our internal needs exceed our internal production.

[Table of Conten](#i467344bad2c3468094e3ce1310abc33e_10)[ts](#i467344bad2c3468094e3ce1310abc33e_10)

*Other*—In 2024, we announced a strategic review of some of our European assets with the goal of strengthening our future profitability.

The review focuses on our non-core European assets including five facilities in our O&P-EAI segment located in France, Germany, the United Kingdom, Spain, and Italy.

Additionally, it encompasses the European propylene oxide (“PO”) joint venture in the Netherlands, which is included in our I&D segment.

Europe remains a core market for us; the five sites under strategic review contribute approximately 30% of the production capacity for the O&P-EAI segment.

The review is ongoing, and we remain committed to safe and efficient operations as well as delivering on our customer commitments.

[Table of Conten](#i467344bad2c3468094e3ce1310abc33e_10)[ts](#i467344bad2c3468094e3ce1310abc33e_10)

As disclosed above, our European PO JV is included in our European strategic review.

Based on published capacity data and including our proportionate share of our joint ventures, we believe as of December 31, 2024, we were:

See Note 20 to the Consolidated Financial Statements for additional information.

[Table of Conten](#i467344bad2c3468094e3ce1310abc33e_10)[ts](#i467344bad2c3468094e3ce1310abc33e_10)

[Table of Conten](#i467344bad2c3468094e3ce1310abc33e_10)[ts](#i467344bad2c3468094e3ce1310abc33e_10)

We commenced shutdown activities in January 2025 and anticipate our refinery exit will be substantially completed in the first quarter of 2025.

[Table of Conten](#i467344bad2c3468094e3ce1310abc33e_10)[ts](#i467344bad2c3468094e3ce1310abc33e_10)

We estimate incurring approximately $250 million annually in 2025 and 2026 for similar expenditures.

We continue to invest upstream to secure plastic waste material and evaluate opportunities to expand mechanical and chemical recycling capacity globally through investments and commercial agreements.

This plant has the flexibility to operate under 100% renewable power and enables a high plastic to plastic yield while reducing greenhouse gas emissions compared to virgin fossil fuel based processes.

Targeted startup for this facility is set for 2026.

[Table of Conten](#i467344bad2c3468094e3ce1310abc33e_10)[ts](#i467344bad2c3468094e3ce1310abc33e_10)

These initiatives are expected to reduce our scope 1 emissions by approximately 130 thousand metric tons annually compared to 2020 levels.

In 2024, we secured power purchase agreements with an aggregate generation capacity that will enable us to meet our goal of procuring at least 50 percent of our electricity from renewable sources by 2030, based on 2020 procured levels.

We are also engaging with our suppliers of feedstock, raw materials, and logistics services to better understand the GHG emissions associated with our procured goods and services and to identify potential collaborative opportunities to reduce emissions throughout our value chain.

Additionally, the transition to net zero requires robust infrastructure, policy support, and market demand for low-carbon products.

We advocate for government-backed frameworks to de-risk investments in renewable energy, hydrogen, and CCS.

Our strategic pillar to Step up Performance and Culture focuses on leading our cultural transformation, embedding equity and promoting inclusion and growing the capabilities and skills of our people through our global learning and development programs.

*Stepping up Performance and Culture*—In 2024, we focused on educating employees on our competencies and further embedding them in our processes and systems across the enterprise.

Aligned with our purpose, commitments and values, the competencies form the “how” we behave daily to achieve our strategic goals and improve our culture.

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

| | | | | | | | | |

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

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

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

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

Effective January 1, 2023, our *Catalloy* and polybutene-1 businesses were moved from the APS segment and reintegrated into the O&P-Americas and 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.

We use all the propylene we produce in the production of PP, propylene oxide and other derivatives of those products.

We also purchase propylene from third parties.

Export sales are primarily to customers in Latin America, with sales to Asia expected to increase in the coming years as global supply and demand balances shift.

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.

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

Ethylene oxide is an intermediate chemical that is used to produce ethylene glycol, glycol ethers and other derivatives.

Ethylene oxide and its derivatives are used in the production of polyester, antifreeze fluids, solvents and other chemical products.

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.

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

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.

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.

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

Our previously announced goal to achieve net zero scope 1 and 2 GHG emissions from global operations by 2050 remains unchanged.

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

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

As of December 2023, we have executed power purchase agreements achieving almost 90% of our 2030 target.

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

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

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

We also anticipate incurring costs for environmental compliance, including compliance with potential legislation and potential regulation related to climate change in subsequent periods.

To achieve our purpose of creating solutions for everyday sustainable living, we must attract top performers and equip them with the tools needed to continuously grow and leverage their potential.

Key areas of focus for 2023 include Stepping up Performance and Culture, Diversity, Equity and Inclusion (“DEI”) and Global Talent Development.

*Stepping up Performance and Culture*—In 2023, we introduced a new long-term strategy and began the transformation of our company culture, including shifting to a more comprehensive view of value creation and customer centricity.

Our culture emphasizes the role we seek to play in the world, what we uniquely deliver, and how we behave.

*Diversity, Equity, Inclusion*—DEI remained a key focus area in 2023.

Our efforts reflect a holistic, multi-year strategy to improve representation, ensure fairness, and increase visibility and accountability to leadership.

*Diversity (Representation)*— In 2022, we set five-year aspirational goals to increase the number of female senior leaders globally to at least 33% and the number of underrepresented senior leaders in the U.S. to 29%, a 50% increase in both groups relative to 2022.

By 2032, we have committed to achieving gender parity in senior leadership globally and URP parity in U.S. senior leadership.

These ambitious goals demonstrate our commitment to having a diverse group of leaders.

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

The [added: Chief Information Security Officer (“CISO”) is the] Vice President of Cybersecurity [removed: leads] [added: leading] 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 [removed: Vice President of Cybersecurity] [added: CISO] 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 [removed: cyber attacks] [added: cyberattacks] and intrusions.

In [removed: 2023,] [added: 2024, management provided a detailed cybersecurity update to] the Board [removed: conducted its annual comprehensive review of] [added: and led discussions on] specific cybersecurity and process control topics at its [removed: September] [added: May] meeting.

- business continuity plans that are well documented and tested regularly; disaster recovery plans that are also well documented and tested at least annually; [added: certain key financial applications that are tested at least semi-annually;] and

In addition, in [removed: 2023,] [added: 2024,] management conducted ransomware simulation exercises and engaged outside consultants to perform external perimeter penetration testing.

[removed: No risks from] [added: As of February 27, 2025, we do not believe that any] 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.

The Company’s generative artificial intelligence strategy is to “Generate Responsibly,” actively providing education and awareness, encouraging the safe exploration of generative AI tools and resources, consistent with Company data protection policies and standards.

[Table of Conten](#i467344bad2c3468094e3ce1310abc33e_10)[ts](#i467344bad2c3468094e3ce1310abc33e_10)

The Board also attended a training session led by outside counsel on the challenges public companies face with respect to cybersecurity and ransomware attacks in November.

See Item 1A.

Risk Factors - General Risk Factors for additional information.

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.

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

[Table of Conten](#i467344bad2c3468094e3ce1310abc33e_10)[ts](#i467344bad2c3468094e3ce1310abc33e_10)

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

As of February [removed: 20, 2024,] [added: 25, 2025,] there were approximately 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: 2018.][added: 2019.]

The graph assumes that $100 was invested on December 31, [removed: 2018] [added: 2019] and any dividends paid were reinvested at the date of payment.

[removed: ][added: ]

| | | | | | | | | | [removed: 12/31/2018] [added: 12/31/2019] | | | | | | [removed: 12/31/2019] [added: 12/31/2020] | | | | | | [removed: 12/31/2020] [added: 12/31/2021] | | | | | | [removed: 12/31/2021] [added: 12/31/2022] | | | | | | [removed: 12/31/2022] [added: 12/31/2023] | | | | | | [removed: 12/31/2023] [added: 12/31/2024] | | |

On May [removed: 19, 2023,] [added: 24, 2024,] our shareholders approved a [removed: proposal to authorize us to] [added: share] repurchase [added: authorization of] up to 34.0 million ordinary shares, through November [removed: 19, 2024,] [added: 24, 2025,] which superseded any prior repurchase authorizations.

[Table of Conten](#i467344bad2c3468094e3ce1310abc33e_10)[ts](#i467344bad2c3468094e3ce1310abc33e_10)

| LyondellBasell Industries N.V. | | | | | | | | | $100.00 | | | | | | $102.64 | | | | | | $107.84 | | | | | | $106.79 | | | | | | $128.89 | | | | | | $106.49 | | |

| S&P 500 Index | | | | | | | | | $100.00 | | | | | | $118.40 | | | | | | $152.39 | | | | | | $124.79 | | | | | | $157.59 | | | | | | $197.02 | | |

| S&P 500 Chemicals Index | | | | | | | | | $100.00 | | | | | | $118.05 | | | | | | $148.63 | | | | | | $131.89 | | | | | | $146.45 | | | | | | $146.15 | | |

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

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

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

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

| 2024 Period | | | Total Number of Shares Purchased | | | | | | Average Price Paid per Share | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | | | | | Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs | | |

| October 1 - October 31 | | | — | | | | | | $ | — | | | | | — | | | | | | 32,820,080 | | |

| November 1 - November 30 | | | 384,698 | | | | | | $ | 85.80 | | | | | 384,698 | | | | | | 32,435,382 | | |

| December 1 - December 31 | | | 629,480 | | | | | | $ | 75.47 | | | | | 629,480 | | | | | | 31,805,902 | | |

| Total | | | 1,014,178 | | | | | | $ | 79.39 | | | | | 1,014,178 | | | | | | 31,805,902 | | |

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

| 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 | | |

[Table of Conten](#i467344bad2c3468094e3ce1310abc33e_10)[ts](#i467344bad2c3468094e3ce1310abc33e_10)

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

| [Management’s Report on Internal Control over Financial [removed: Reporting](#i5994131f12f14f9992c568de0bcb3be0_151)] [added: Reporting](#i467344bad2c3468094e3ce1310abc33e_157)] | | | [removed: [61](#i5994131f12f14f9992c568de0bcb3be0_151)] [added: [56](#i467344bad2c3468094e3ce1310abc33e_157)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i5994131f12f14f9992c568de0bcb3be0_154)] [added: Firm](#i467344bad2c3468094e3ce1310abc33e_160)] (PCAOB ID 238) | | | [removed: [62](#i5994131f12f14f9992c568de0bcb3be0_154)] [added: [57](#i467344bad2c3468094e3ce1310abc33e_160)] | | |

| [Consolidated Statements of [removed: Income](#i5994131f12f14f9992c568de0bcb3be0_157)] [added: Income](#i467344bad2c3468094e3ce1310abc33e_163)] | | | [removed: [65](#i5994131f12f14f9992c568de0bcb3be0_157)] [added: [59](#i467344bad2c3468094e3ce1310abc33e_163)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i5994131f12f14f9992c568de0bcb3be0_160)] [added: Income](#i467344bad2c3468094e3ce1310abc33e_166)] | | | [removed: [66](#i5994131f12f14f9992c568de0bcb3be0_160)] [added: [60](#i467344bad2c3468094e3ce1310abc33e_166)] | | |

| [Consolidated Balance [removed: Sheets](#i5994131f12f14f9992c568de0bcb3be0_163)] [added: Sheets](#i467344bad2c3468094e3ce1310abc33e_169)] | | | [removed: [67](#i5994131f12f14f9992c568de0bcb3be0_163)] [added: [61](#i467344bad2c3468094e3ce1310abc33e_169)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i5994131f12f14f9992c568de0bcb3be0_169)] [added: Flows](#i467344bad2c3468094e3ce1310abc33e_175)] | | | [removed: [69](#i5994131f12f14f9992c568de0bcb3be0_169)] [added: [63](#i467344bad2c3468094e3ce1310abc33e_175)] | | |

| [Consolidated Statements of Shareholders’ [removed: Equity](#i5994131f12f14f9992c568de0bcb3be0_172)] [added: Equity](#i467344bad2c3468094e3ce1310abc33e_178)] | | | [removed: [71](#i5994131f12f14f9992c568de0bcb3be0_172)] [added: [65](#i467344bad2c3468094e3ce1310abc33e_178)] | | |

| [Notes to the Consolidated Financial [removed: Statements](#i5994131f12f14f9992c568de0bcb3be0_178)] [added: Statements](#i467344bad2c3468094e3ce1310abc33e_184)] | | | [removed: [72](#i5994131f12f14f9992c568de0bcb3be0_178)] [added: [66](#i467344bad2c3468094e3ce1310abc33e_184)] | | |

We conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, [removed: 2023] [added: 2024] 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: 2023.][added: 2024.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2023] [added: 2024] 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 [removed: “Company”)] [added: "Company")] as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] including the related notes (collectively referred to as the [removed: “consolidated] [added: "consolidated] financial [removed: statements”).][added: statements").]

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated [removed: Framework] [added: Framework*] (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023] [added: 2024] 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: 2023,] [added: 2024,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated [removed: Framework] [added: Framework*] (2013) issued by the COSO.

As described in Notes 2, [removed: 10, 11, and 17] [added: 9, 10,and 16] to the consolidated financial statements, as of December 31, [removed: 2023,] [added: 2024,] the Company has recorded an income tax provision of [removed: $501] [added: $ 240] million, income tax receivables of [removed: $268] [added: $79] million, income tax payables of [removed: $143] [added: $311] million, and net deferred tax liabilities of [removed: $2,690] [added: $2,276] million related to which they have reported [removed: $288] [added: $236] million of unrecognized tax benefits.

[added: |] /s/ [added: | | |] PricewaterhouseCoopers LLP [added: | | |]

[added: | | | |] Houston, Texas [added: | | |]

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

| Millions of dollars, except earnings per share | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Trade | | | $ | [removed: 40,493] [added: 39,668] | | | | | $ | [removed: 49,439] [added: 40,493] | | | | | $ | [removed: 45,135] [added: 49,439] | |

| Related parties | | | [removed: 614] [added: 634] | | | | | | [removed: 1,012] [added: 614] | | | | | | [removed: 1,038] [added: 1,012] | | |

| | | | [removed: 41,107] [added: 40,302] | | | | | | [removed: 50,451] [added: 41,107] | | | | | | [removed: 46,173] [added: 50,451] | | |

| Cost of sales | | | [removed: 35,849] [added: 35,738] | | | | | | [removed: 43,847] [added: 35,849] | | | | | | [removed: 37,397] [added: 43,847] | | |

| Impairments | | | [removed: 518] [added: 949] | | | | | | [removed: 69] [added: 518] | | | | | | [removed: 624] [added: 69] | | |

| Selling, general and administrative expenses | | | [removed: 1,557] [added: 1,663] | | | | | | [removed: 1,310] [added: 1,557] | | | | | | [removed: 1,255] [added: 1,310] | | |

| Research and development expenses | | | [removed: 130] [added: 135] | | | | | | [removed: 124] [added: 130] | | | | | | 124 | | |

| | | | [removed: 38,054] [added: 38,485] | | | | | | [removed: 45,350] [added: 38,054] | | | | | | [removed: 39,400] [added: 45,350] | | |

| Operating income | | | [removed: 3,053] [added: 1,817] | | | | | | [removed: 5,101] [added: 3,053] | | | | | | [removed: 6,773] [added: 5,101] | | |

| Interest expense | | | [removed: (477)] [added: (481)] | | | | | | [removed: (287)] [added: (477)] | | | | | | [removed: (519)] [added: (287)] | | |

| Interest income | | | [removed: 129] [added: 150] | | | | | | [removed: 29] [added: 129] | | | | | | [removed: 9] [added: 29] | | |

| Other [removed: (expense) income,] [added: income (expense),] net | | | [removed: (58)] [added: 50] | | | | | | [removed: (72)] [added: (58)] | | | | | | [removed: 62] [added: (72)] | | |

| Income from continuing operations before equity investments and income taxes | | | [removed: 2,647] [added: 1,820] | | | | | | [removed: 4,771] [added: 2,647] | | | | | | [removed: 6,325] [added: 4,771] | | |

| [removed: (Loss) income] [added: (Income) loss] from equity investments | | | [removed: (20)] [added: (49)] | | | | | | [removed: 5] [added: 55] | | | | | | [removed: 461] [added: 13] | | | [added: | | | 1 | | | | | | — | | | | | | — | | | | | | — | | | | | | 20 | | |]

| Income from continuing operations before income taxes | | | [removed: 2,627] [added: 1,603] | | | | | | [removed: 4,776] [added: 2,627] | | | | | | [removed: 6,786] [added: 4,776] | | |

| Provision for income taxes | | | [removed: 501] [added: 240] | | | | | | [removed: 882] [added: 501] | | | | | | [removed: 1,163] [added: 882] | | |

| Income from continuing operations | | | [removed: 2,126] [added: 1,363] | | | | | | [removed: 3,894] [added: 2,126] | | | | | | [removed: 5,623] [added: 3,894] | | |

| [removed: Loss] [added: Income (loss)] from discontinued operations, net of tax | | | [removed: (5)] [added: 4] | | | | | | (5) | | | | | | [removed: (6)] [added: (5)] | | |

| Net income | | | [removed: 2,121] [added: 1,367] | | | | | | [removed: 3,889] [added: 2,121] | | | | | | [removed: 5,617] [added: 3,889] | | |

| Net income attributable to the Company shareholders | | | $ | [removed: 2,114] [added: 1,360] | | | | | $ | [removed: 3,882] [added: 2,114] | | | | | $ | [removed: 5,610] [added: 3,882] | |

[Table of Conten](#i467344bad2c3468094e3ce1310abc33e_10)[ts](#i467344bad2c3468094e3ce1310abc33e_10)

[Table of Conten](#i467344bad2c3468094e3ce1310abc33e_10)[ts](#i467344bad2c3468094e3ce1310abc33e_10)

[Table of Conten](#i467344bad2c3468094e3ce1310abc33e_10)[ts](#i467344bad2c3468094e3ce1310abc33e_10)

| | | | | | |

[Table of Conten](#i467344bad2c3468094e3ce1310abc33e_10)[ts](#i467344bad2c3468094e3ce1310abc33e_10)

| Gain on sale of business | | | 284 | | | | | | — | | | | | | — | | |

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

[Table of Conten](#i467344bad2c3468094e3ce1310abc33e_10)[ts](#i467344bad2c3468094e3ce1310abc33e_10)

[Table of Conten](#i467344bad2c3468094e3ce1310abc33e_10)[ts](#i467344bad2c3468094e3ce1310abc33e_10)

[Table of Conten](#i467344bad2c3468094e3ce1310abc33e_10)[ts](#i467344bad2c3468094e3ce1310abc33e_10)

[Table of Conten](#i467344bad2c3468094e3ce1310abc33e_10)[ts](#i467344bad2c3468094e3ce1310abc33e_10)

| Impairments | | | 949 | | | | | | 518 | | | | | | 69 | | |

| Gain on sale of business | | | (284) | | | | | | — | | | | | | — | | |

| Proceeds from sale of business | | | 689 | | | | | | — | | | | | | 15 | | |

| Acquisition of equity method investments | | | (551) | | | | | | (102) | | | | | | (4) | | |

[Table of Conten](#i467344bad2c3468094e3ce1310abc33e_10)[ts](#i467344bad2c3468094e3ce1310abc33e_10)

[Table of Conten](#i467344bad2c3468094e3ce1310abc33e_10)[ts](#i467344bad2c3468094e3ce1310abc33e_10)

| Balance, December 31, 2024 | | | $ | 19 | | | | | $ | (1,500) | | | | | $ | 6,150 | | | | | $ | 9,325 | | | | | $ | (1,532) | | | | | $ | 12,462 | | | | | $ | 12 | | | | | | | |

| 3. | | | [Revenues](#i467344bad2c3468094e3ce1310abc33e_196) | | | [76](#i467344bad2c3468094e3ce1310abc33e_196) | | |

| 5. | | | [Accounts Receivable](#i467344bad2c3468094e3ce1310abc33e_205) | | | [78](#i467344bad2c3468094e3ce1310abc33e_205) | | |

| 6. | | | [Inventories](#i467344bad2c3468094e3ce1310abc33e_208) | | | [78](#i467344bad2c3468094e3ce1310abc33e_208) | | |

| 8. | | | [Equity Investments](#i467344bad2c3468094e3ce1310abc33e_214) | | | [82](#i467344bad2c3468094e3ce1310abc33e_214) | | |

| 11. | | | [Debt](#i467344bad2c3468094e3ce1310abc33e_223) | | | [85](#i467344bad2c3468094e3ce1310abc33e_223) | | |

| 12. | | | [Leases](#i467344bad2c3468094e3ce1310abc33e_229) | | | [88](#i467344bad2c3468094e3ce1310abc33e_229) | | |

| 15. | | | [Incentive and Share-Based Compensation](#i467344bad2c3468094e3ce1310abc33e_244) | | | [105](#i467344bad2c3468094e3ce1310abc33e_244) | | |

| 16. | | | [Income Taxes](#i467344bad2c3468094e3ce1310abc33e_247) | | | [108](#i467344bad2c3468094e3ce1310abc33e_247) | | |

| 17. | | | [Commitments and Contingencies](#i467344bad2c3468094e3ce1310abc33e_250) | | | [114](#i467344bad2c3468094e3ce1310abc33e_250) | | |

| 19. | | | [Per Share Data](#i467344bad2c3468094e3ce1310abc33e_256) | | | [119](#i467344bad2c3468094e3ce1310abc33e_256) | | |

| 20. | | | [Segment and Related Information](#i467344bad2c3468094e3ce1310abc33e_259) | | | [120](#i467344bad2c3468094e3ce1310abc33e_259) | | |

[Table of Contents](#i467344bad2c3468094e3ce1310abc33e_10)

[Table of Contents](#i467344bad2c3468094e3ce1310abc33e_10)

We discontinue applying equity method accounting when our investment is reduced to zero.

We record equity losses in excess of the carrying amount of an investment only when we guarantee obligations or we are otherwise committed to provide further financial support to the affiliate.

Equity method of accounting is resumed only after the investment realizes net income in excess of our share of net losses not recognized during the period equity method was suspended.

[Table of Contents](#i467344bad2c3468094e3ce1310abc33e_10)

Accordingly, a quantitative goodwill impairment test was not required.

[Table of Contents](#i467344bad2c3468094e3ce1310abc33e_10)

[Table of Contents](#i467344bad2c3468094e3ce1310abc33e_10)

Prior to 2024, we also granted stock option awards (“Stock options”).

[Table of Contents](#i467344bad2c3468094e3ce1310abc33e_10)

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

February 22, 2024

LYONDELLBASELL INDUSTRIES N.V.

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

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

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

| Proceeds from sales and maturities of available-for-sale debt securities | | | — | | | | | | — | | | | | | 346 | | |

| Debt extinguishment costs | | | — | | | | | | — | | | | | | (150) | | |

| Balance, December 31, 2020 | | | $ | 19 | | | | | $ | (531) | | | | | $ | 5,986 | | | | | $ | 4,440 | | | | | $ | (1,943) | | | | | $ | 7,971 | | | | | $ | 17 | | | | | | | |

| | | | | | | | | |

| 4. | | | [Revenues](#i5994131f12f14f9992c568de0bcb3be0_187) | | | [83](#i5994131f12f14f9992c568de0bcb3be0_187) | | |

| 6. | | | [Accounts Receivable](#i5994131f12f14f9992c568de0bcb3be0_193) | | | [85](#i5994131f12f14f9992c568de0bcb3be0_193) | | |

| 7. | | | [Inventories](#i5994131f12f14f9992c568de0bcb3be0_196) | | | [85](#i5994131f12f14f9992c568de0bcb3be0_196) | | |

| 9. | | | [Equity Investments](#i5994131f12f14f9992c568de0bcb3be0_202) | | | [89](#i5994131f12f14f9992c568de0bcb3be0_202) | | |

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

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

| 16. | | | [Incentive and Share-Based Compensation](#i5994131f12f14f9992c568de0bcb3be0_232) | | | [113](#i5994131f12f14f9992c568de0bcb3be0_232) | | |

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

| 18. | | | [Commitments and Contingencies](#i5994131f12f14f9992c568de0bcb3be0_238) | | | [121](#i5994131f12f14f9992c568de0bcb3be0_238) | | |

| 20. | | | [Per Share Data](#i5994131f12f14f9992c568de0bcb3be0_244) | | | [127](#i5994131f12f14f9992c568de0bcb3be0_244) | | |

| 21. | | | [Segment and Related Information](#i5994131f12f14f9992c568de0bcb3be0_247) | | | [128](#i5994131f12f14f9992c568de0bcb3be0_247) | | |

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.

Related to this change we evaluated goodwill for impairment immediately before and after the transfer of these businesses.

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.

Based on this assessment, our historical assessment for impairment and forecasted demand for our products, a quantitative goodwill impairment test in the fourth quarter was not necessary.

The fair value of our term loan was determined based on a discounted cash flow model using observable inputs such as benchmark interest rates and public information regarding our credit risk.

*Supplier Finance Program*—In September 2022, the FASB issued ASU 2022-04, *Liabilities—Supplier Finance Programs (Subtopic 405-50)*: *Disclosure of Supplier Finance Program Obligations*.

The guidance requires an entity that uses supplier finance programs in connection with the purchase of goods and services to disclose certain qualitative and quantitative information about its programs including the key terms and conditions, activity during the period, and potential magnitude.

The guidance is effective retrospectively for the year ending December 31, 2023, including interim periods, with disclosures required for each period for which a balance sheet is presented, except for the disclosure of roll forward information, which is effective for fiscal years beginning after December 15, 2023.

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

The guidance clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security because it is a characteristic of the entity holding the equity security rather than a characteristic of the security and is not considered in measuring its fair value.

The guidance is effective prospectively for the year ending December 31, 2024, including the interim periods, with the impact of adoption reflected in earnings.

Early adoption is permitted.

We are currently assessing the impact of adopting the new guidance on our Consolidated Financial Statements.

During the fourth quarter of 2023, we entered into an agreement to sell our U.S. Gulf Coast-based ethylene oxide and derivatives (“EO&D”) business along with the production facility located in Bayport, TX for cash consideration of $700 million, subject to working capital and other adjustments.

The EO&D business had been identified as a non-core business within our Intermediates and Derivatives segment.

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.

The following table summarizes the assets and liabilities held for sale:

| Accounts receivable - Trade, net | | | $ | 42 | |

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: 2023,] [added: 2024,] 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: 2023] [added: 2024] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

During the three months ended December 31, [removed: 2023,] [added: 2024,] 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.”

[Table of [removed: Contents](#i5994131f12f14f9992c568de0bcb3be0_10)][added: Contents](#i467344bad2c3468094e3ce1310abc33e_10)]

All other information required by this Item will be included in our Proxy Statement relating to our [removed: 2024] [added: 2025] 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: 2024] [added: 2025] 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: 2024] [added: 2025] 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: 2024] [added: 2025] 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: 2024] [added: 2025] 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: 2024] [added: 2025] 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](#i5994131f12f14f9992c568de0bcb3be0_10)][added: Contents](#i467344bad2c3468094e3ce1310abc33e_10)]

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

| | | | [removed: 4.1] [added: 4.1*] | | | | | | [Description of the Company’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of [removed: 1934 (incorporated by reference to Exhibit 4.1 of our Annual Report on Form 10-K filed with the SEC on February 20, 2020)](http://www.sec.gov/Archives/edgar/data/1489393/000148939320000009/a2019q4exhibit41.htm)] [added: 1934](https://www.sec.gov/Archives/edgar/data/1489393/000148939325000008/a2024q4exhibit41.htm)] | | |

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

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

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

| | | | 4.5 | | | | | | [removed: [Indenture relating to 5.750% Senior Notes due 2024, among] [added: [Indenture, between] LyondellBasell Industries [removed: N.V.,] [added: N.V.] as [removed: issuer, each of the Guarantors named therein,] [added: Company and](https://www.sec.gov/Archives/edgar/data/1489393/000119312515078297/d884357dex41.htm) [Computershare Trust Company, N.A.,] as [removed: guarantors, Wells] [added: Trustee (as suc](https://www.sec.gov/Archives/edgar/data/1489393/000119312515078297/d884357dex41.htm)[cessor to](https://www.sec.gov/Archives/edgar/data/1489393/000119312515078297/d884357dex41.htm) [Wells] Fargo Bank, National [removed: Association, as trustee, registrar and paying agent, dated] [added: Association](https://www.sec.gov/Archives/edgar/data/1489393/000119312515078297/d884357dex41.htm)[)](https://www.sec.gov/Archives/edgar/data/1489393/000119312515078297/d884357dex41.htm)[,](https://www.sec.gov/Archives/edgar/data/1489393/000119312515078297/d884357dex41.htm) [dated] as of [removed: April 9, 2012 (including form of 5.750% Senior Note due 2024)] [added: March 5, 2015] (incorporated by reference to Exhibit [removed: 4.3] [added: 4.1] to our Current Report on Form 8-K filed with the SEC on [removed: April 10, 2012)](http://www.sec.gov/Archives/edgar/data/1489393/000119312512156657/d331606dex43.htm)] [added: March 5, 2015)](https://www.sec.gov/Archives/edgar/data/1489393/000119312515078297/d884357dex41.htm)] | | |

| | | | [removed: 4.6] [added: 4.19] | | | | | | [removed: [First Supplemental Indenture, dated as of December 10, 2015, to Indenture dated] [added: [Indenture, among LYB International Finance III, LLC,] as [removed: of April 9, 2012, between] [added: Issuer,] LyondellBasell Industries [removed: N.V. and Wells] [added: N.V., as Guarantor, and](https://www.sec.gov/Archives/edgar/data/1489393/000148939319000058/exhibit41bringdown.htm) [Computershare Trust Company, N.A., as Trustee (as successor to](https://www.sec.gov/Archives/edgar/data/1489393/000148939319000058/exhibit41bringdown.htm) [Wells] Fargo Bank, National [removed: Association,] [added: Association](https://www.sec.gov/Archives/edgar/data/1489393/000148939319000058/exhibit41bringdown.htm)[)](https://www.sec.gov/Archives/edgar/data/1489393/000148939319000058/exhibit41bringdown.htm)[,](https://www.sec.gov/Archives/edgar/data/1489393/000148939319000058/exhibit41bringdown.htm) [dated] as [removed: trustee] [added: of October 10, 2019] (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on [removed: December 14, 2015)](http://www.sec.gov/Archives/edgar/data/1489393/000119312515402582/d100929dex41.htm)] [added: October 10, 2019)](https://www.sec.gov/Archives/edgar/data/1489393/000148939319000058/exhibit41bringdown.htm)] | | |

| | | | 4.7 | | | | | | [removed: [Indenture, between] [added: [Form of] LyondellBasell Industries [removed: N.V. as Company and Wells Fargo Bank, National Association, as Trustee dated as of March 5, 2015] [added: N.V.’s 4.625% Senior Notes due 2055] (incorporated by reference to Exhibit [removed: 4.1] [added: 4.3] to our Current Report on Form 8-K filed with the SEC on March 5, [removed: 2015)](http://www.sec.gov/Archives/edgar/data/1489393/000119312515078297/d884357dex41.htm)] [added: 2015 and included in Exhibit 4.2 thereto)](http://www.sec.gov/Archives/edgar/data/1489393/000119312515078297/d884357dex42.htm)] | | |

| | | | [removed: 4.8] [added: 4.6] | | | | | | [Officer’s Certificate of LyondellBasell Industries, N.V. relating to the 4.625% Senior Notes due 2055, dated as of March 5, 2015 (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on March 5, [removed: 2015)](http://www.sec.gov/Archives/edgar/data/1489393/000119312515078297/d884357dex42.htm)] [added: 2015)](https://www.sec.gov/Archives/edgar/data/1489393/000119312515078297/d884357dex42.htm)] | | |

[Table of [removed: Contents](#i5994131f12f14f9992c568de0bcb3be0_10)][added: Contents](#i467344bad2c3468094e3ce1310abc33e_10)]

| | | | [removed: 4.9] [added: 4.15] | | | | | | [Form of [removed: LyondellBasell Industries N.V.’s 4.625% Senior] [added: LYB International Finance II B.V.’s 3.500% Guaranteed] Notes due [removed: 2055] [added: 2027] (incorporated by reference to Exhibit [removed: 4.3] [added: 4.2] to our Current Report on Form 8-K filed with the SEC on March [removed: 5, 2015] [added: 2, 2017] and included in Exhibit [removed: 4.2 thereto)](http://www.sec.gov/Archives/edgar/data/1489393/000119312515078297/d884357dex42.htm)] [added: A thereto](https://www.sec.gov/Archives/edgar/data/1489393/000119312517067870/d355898dex42.htm))] | | |

| | | | [removed: 4.10] [added: 4.8] | | | | | | [Indenture, among LYB International Finance B.V., as issuer, LyondellBasell Industries N.V., as guarantor, [removed: and Wells] [added: and](https://www.sec.gov/Archives/edgar/data/1489393/000119312513291330/d569361dex41.htm) [Computershare Trust Company, N.A., as Trus](https://www.sec.gov/Archives/edgar/data/1489393/000119312513291330/d569361dex41.htm)[tee (as s](https://www.sec.gov/Archives/edgar/data/1489393/000119312513291330/d569361dex41.htm)[uccess](https://www.sec.gov/Archives/edgar/data/1489393/000119312513291330/d569361dex41.htm)[or to](https://www.sec.gov/Archives/edgar/data/1489393/000119312513291330/d569361dex41.htm) [Wells] Fargo Bank, National [removed: Association, as trustee, dated] [added: Association](https://www.sec.gov/Archives/edgar/data/1489393/000119312513291330/d569361dex41.htm)[)](https://www.sec.gov/Archives/edgar/data/1489393/000119312513291330/d569361dex41.htm)[,](https://www.sec.gov/Archives/edgar/data/1489393/000119312513291330/d569361dex41.htm) [dated] as of July 16, 2013 (incorporated by reference to [removed: Exhibit] [added: Exhi](https://www.sec.gov/Archives/edgar/data/1489393/000119312513291330/d569361dex41.htm)[bit] 4.1 to our Form 8-K filed with the SEC on July 16, [removed: 2013)](http://www.sec.gov/Archives/edgar/data/1489393/000119312513291330/d569361dex41.htm)] [added: 2013)](https://www.sec.gov/Archives/edgar/data/1489393/000119312513291330/d569361dex41.htm)] | | |

| | | | [removed: 4.11] [added: 4.9] | | | | | | [Officer’s Certificate of LYB International Finance B.V. relating to the [removed: 4.000%] [added: 5.250%] Guaranteed Notes due [removed: 2023,] [added: 2043,] dated as of July 16, 2013 (incorporated by reference to Exhibit [removed: 4.2] [added: 4.3] to our Form 8-K filed with the SEC on July 16, [removed: 2013)](http://www.sec.gov/Archives/edgar/data/1489393/000119312513291330/d569361dex42.htm)] [added: 2013)](https://www.sec.gov/Archives/edgar/data/1489393/000119312513291330/d569361dex43.htm)] | | |

| | | | [removed: 4.12] [added: 4.10] | | | | | | [Form of LYB International Finance B.V.’s [removed: 4.000%] [added: 5.250%] Guaranteed Notes due [removed: 2023] [added: 2043] (incorporated by reference to Exhibit [removed: 4.2] [added: 4.3] to our Form 8-K filed with the SEC on July 16, [removed: 2013)](http://www.sec.gov/Archives/edgar/data/1489393/000119312513291330/d569361dex42.htm)] [added: 2013)](http://www.sec.gov/Archives/edgar/data/1489393/000119312513291330/d569361dex43.htm)] | | |

| | | | [removed: 4.13] [added: 4.11] | | | | | | [Officer’s Certificate of LYB International Finance B.V. relating to the [removed: 5.250%] [added: 4.875%] Guaranteed Notes due [removed: 2043,] [added: 2044,] dated as of [removed: July 16, 2013] [added: February 28, 2014] (incorporated by reference to Exhibit [removed: 4.3] [added: 4.2] to our Form 8-K filed with the SEC on [removed: July 16, 2013)](http://www.sec.gov/Archives/edgar/data/1489393/000119312513291330/d569361dex43.htm)] [added: February 28. 2014)](https://www.sec.gov/Archives/edgar/data/1489393/000119312514074841/d683594dex42.htm)] | | |

| | | | [removed: 4.14] [added: 4.12] | | | | | | [Form of LYB International Finance B.V.’s [removed: 5.250%] [added: 4.875%] Guaranteed Notes due [removed: 2043] [added: 2044] (incorporated by reference to Exhibit [removed: 4.3] [added: 4.2] to our Form 8-K filed with the SEC on [removed: July 16, 2013)](http://www.sec.gov/Archives/edgar/data/1489393/000119312513291330/d569361dex43.htm)] [added: February 28. 2014)](http://www.sec.gov/Archives/edgar/data/1489393/000119312514074841/d683594dex42.htm)] | | |

| | | | [removed: 4.15] [added: 4.14] | | | | | | [Officer’s Certificate of LYB International Finance [added: II] B.V. relating to the [removed: 4.875%] [added: 3.500%] Guaranteed Notes due [removed: 2044,] [added: 2027,] dated as of [removed: February 28, 2014] [added: March 2, 2017] (incorporated by reference to Exhibit 4.2 to our [added: Current Report on] Form 8-K filed with the SEC on [removed: February 28. 2014)](http://www.sec.gov/Archives/edgar/data/1489393/000119312514074841/d683594dex42.htm)] [added: March 2, 2017)](https://www.sec.gov/Archives/edgar/data/1489393/000119312517067870/d355898dex42.htm)] | | |

| | | | [removed: 4.16] [added: 4.17] | | | | | | [Form of LYB International Finance [added: II] B.V.’s [removed: 4.875%] [added: 0.875%] Guaranteed Notes due [removed: 2044] [added: 2026] (incorporated by reference to Exhibit 4.2 to our [added: Current Report on] Form 8-K filed with the SEC on [removed: February 28. 2014)](http://www.sec.gov/Archives/edgar/data/1489393/000119312514074841/d683594dex42.htm)] [added: September 17, 2019)](http://www.sec.gov/Archives/edgar/data/1489393/000148939319000052/exhibit42.htm)] | | |

| | | | [removed: 4.17] [added: 4.13] | | | | | | [Indenture, among LYB International Finance II B.V., as Issuer, LyondellBasell Industries N.V., as Guarantor, and Deutsche Bank Trust Company Americas, as Trustee, dated as of March 2, 2016 (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on March 2, [removed: 2016)](http://www.sec.gov/Archives/edgar/data/1489393/000119312516490202/d153107dex41.htm)] [added: 2016)](https://www.sec.gov/Archives/edgar/data/1489393/000119312516490202/d153107dex41.htm)] | | |

| | | | 4.18 | | | | | | [removed: [Officer’s Certificate] [added: [Form] of LYB International Finance II [removed: B.V. relating to the 3.500%] [added: B.V.’s 1.625%] Guaranteed Notes due [removed: 2027, dated as of March 2, 2017] [added: 2031] (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on [removed: March 2, 2017)](http://www.sec.gov/Archives/edgar/data/1489393/000119312517067870/d355898dex42.htm)] [added: September 17, 2019)](http://www.sec.gov/Archives/edgar/data/1489393/000148939319000052/exhibit42.htm)] | | |

| | | | [removed: 4.19] [added: 4.21] | | | | | | [Form of LYB International Finance [removed: II B.V.’s 3.500%] [added: III, LLC’s 4.200%] Guaranteed Notes due [removed: 2027] [added: 2049] (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on [removed: March 2, 2017 and included in Exhibit A thereto)](http://www.sec.gov/Archives/edgar/data/1489393/000119312517067870/d355898dex42.htm)] [added: October 10, 2019)](http://www.sec.gov/Archives/edgar/data/1489393/000148939319000058/exhibit42bringdown.htm)] | | |

| | | | [removed: 4.20] [added: 4.16] | | | | | | [Supplemental Indenture, among LYB International Finance II B.V., as Issuer, LyondellBasell Industries N.V., as Guarantor, and Deutsche Bank Trust Company Americas, as Trustee, dated as of September 17, 2019 (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on September 17, [removed: 2019)](http://www.sec.gov/Archives/edgar/data/1489393/000148939319000052/exhibit42.htm)] [added: 2019)](https://www.sec.gov/Archives/edgar/data/1489393/000148939319000052/exhibit42.htm)] | | |

| | | | [removed: 4.21] [added: 4.23] | | | | | | [Form of LYB International Finance [removed: II B.V.’s 0.875%] [added: III, LLC’s 3.375%] Guaranteed Notes due [removed: 2026] [added: 2030] (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on [removed: September 17, 2019)](http://www.sec.gov/Archives/edgar/data/1489393/000148939319000052/exhibit42.htm)] [added: April 21, 2020)](http://www.sec.gov/Archives/edgar/data/1489393/000148939320000017/exhibit42apr2020debtbr.htm)] | | |

| | | | [removed: 4.22] [added: 4.24] | | | | | | [Form of LYB International Finance [removed: II B.V.’s 1.625%] [added: III, LLC’s 4.200%] Guaranteed Notes due [removed: 2031] [added: 2050] (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on [removed: September 17, 2019)](http://www.sec.gov/Archives/edgar/data/1489393/000148939319000052/exhibit42.htm)] [added: April 21, 2020)](http://www.sec.gov/Archives/edgar/data/1489393/000148939320000017/exhibit42apr2020debtbr.htm)] | | |

| | | | [removed: 4.23] [added: 4.31] | | | | | | [removed: [Indenture,] [added: [Supplemental Indenture,] among LYB International Finance III, LLC, as Issuer, LyondellBasell Industries N.V., as Guarantor, [removed: and] [added: Computershare Trust Company, N.A., as Base Trustee (as successor to] Wells Fargo Bank, National [removed: Association,] [added: Association) and The Bank of New York Mellon Trust Company, N.A.,] as Trustee, dated as of [removed: October 10, 2019] [added: May 17, 2023] (incorporated by reference to Exhibit [removed: 4.1] [added: 4.44] to [removed: our Current Report] [added: Post-Effective Amendment No. 1 to the Registration Statement] on Form [removed: 8-K] [added: S-3 (File No. 333-261639)] filed with the SEC on [removed: October 10, 2019)](http://www.sec.gov/Archives/edgar/data/1489393/000148939319000058/exhibit41bringdown.htm)] [added: May 17, 2023)](https://www.sec.gov/Archives/edgar/data/1489393/000110465923061636/tm2310507d2_ex4-44.htm)] | | |

| | | | [removed: 4.24] [added: 4.20] | | | | | | [Officer’s Certificate of LYB International Finance III, LLC relating to the 4.200% Guaranteed Notes due 2049, dated as of October 10, 2019 (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on October 10, [removed: 2019)](http://www.sec.gov/Archives/edgar/data/1489393/000148939319000058/exhibit42bringdown.htm)] [added: 2019)](https://www.sec.gov/Archives/edgar/data/1489393/000148939319000058/exhibit42bringdown.htm)] | | |

| | | | [removed: 4.25] [added: 4.26] | | | | | | [Form of LYB International Finance III, LLC’s [removed: 4.200%] [added: 1.250%] Guaranteed Notes due [removed: 2049] [added: 2025] (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on October [removed: 10, 2019)](http://www.sec.gov/Archives/edgar/data/1489393/000148939319000058/exhibit42bringdown.htm)] [added: 8, 2020)](http://www.sec.gov/Archives/edgar/data/1489393/000148939320000054/exhibit422020octdebt8-k.htm)] | | |

| | | | [removed: 4.26] [added: 4.22] | | | | | | [Officer’s Certificate of LYB International Finance III, LLC relating to the 3.375% Guaranteed Notes due 2030, and 4.200% Guaranteed Notes due 2050 dated as of April 20, 2020 (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on April 21, [removed: 2020)](http://www.sec.gov/Archives/edgar/data/1489393/000148939320000017/exhibit42apr2020debtbr.htm)] [added: 2020)](https://www.sec.gov/Archives/edgar/data/1489393/000148939320000017/exhibit42apr2020debtbr.htm)] | | |

| | | | 4.27 | | | | | | [Form of LYB International Finance III, LLC’s [removed: 3.375%] [added: 2.250%] Guaranteed Notes due 2030 (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on [removed: April 21, 2020)](http://www.sec.gov/Archives/edgar/data/1489393/000148939320000017/exhibit42apr2020debtbr.htm)] [added: October 8, 2020)](http://www.sec.gov/Archives/edgar/data/1489393/000148939320000054/exhibit422020octdebt8-k.htm)] | | |

| | | | 4.28 | | | | | | [Form of LYB International Finance III, LLC’s [removed: 4.200%] [added: 3.375%] Guaranteed Notes due [removed: 2050] [added: 2040] (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on [removed: April 21, 2020)](http://www.sec.gov/Archives/edgar/data/1489393/000148939320000017/exhibit42apr2020debtbr.htm)] [added: October 8, 2020)](http://www.sec.gov/Archives/edgar/data/1489393/000148939320000054/exhibit422020octdebt8-k.htm)] | | |

| | | | [removed: 4.29] [added: 4.25] | | | | | | [Officer’s Certificate of LYB International Finance III, LLC relating to the 1.250% Guaranteed Notes due 2025, 2.250% Guaranteed Notes due 2030, 3.375% Guaranteed Notes due 2040, 3.625% Guaranteed Notes due 2051, and 3.800% Guaranteed Notes due 2060, dated as of October 8, 2020 (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on October 8, [removed: 2020)](http://www.sec.gov/Archives/edgar/data/1489393/000148939320000054/exhibit422020octdebt8-k.htm)] [added: 2020)](https://www.sec.gov/Archives/edgar/data/1489393/000148939320000054/exhibit422020octdebt8-k.htm)] | | |

| | | | 4.30 | | | | | | [Form of LYB International Finance III, LLC’s [removed: 1.250%] [added: 3.800%] Guaranteed Notes due [removed: 2025] [added: 2060] (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on October 8, 2020)](http://www.sec.gov/Archives/edgar/data/1489393/000148939320000054/exhibit422020octdebt8-k.htm) | | |

| | | | [removed: 4.31] [added: 4.29] | | | | | | [Form of LYB International Finance III, LLC’s [removed: 2.250%] [added: 3.625%] Guaranteed Notes due [removed: 2030] [added: 2051] (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on October 8, 2020)](http://www.sec.gov/Archives/edgar/data/1489393/000148939320000054/exhibit422020octdebt8-k.htm) | | |

| | | | [removed: 4.32] [added: 4.33] | | | | | | [Form of LYB International Finance III, LLC’s [removed: 3.375%] [added: 5.625%] Guaranteed Notes due [removed: 2040] [added: 2033] (incorporated by reference to Exhibit [removed: 4.2] [added: 4.3] to our Current Report on Form 8-K filed with the SEC on [removed: October 8, 2020)](http://www.sec.gov/Archives/edgar/data/1489393/000148939320000054/exhibit422020octdebt8-k.htm)] [added: May 19, 2023)](https://www.sec.gov/Archives/edgar/data/1489393/000110465923062721/tm2316291d1_ex4-3.htm)] | | |

| | | | [removed: 4.33] [added: 4.35] | | | | | | [Form of LYB International Finance III, LLC’s [removed: 3.625%] [added: 5.500%] Guaranteed Notes due [removed: 2051] [added: 2034] (incorporated by reference to Exhibit [removed: 4.2] [added: 4.3] to our Current Report on Form 8-K filed with the SEC on [removed: October 8, 2020)](http://www.sec.gov/Archives/edgar/data/1489393/000148939320000054/exhibit422020octdebt8-k.htm)] [added: February 28, 2024)](https://www.sec.gov/Archives/edgar/data/1489393/000110465924028717/tm247352d1_ex4-3.htm)] | | |

| | | | 4.34 | | | | | | [removed: [Form] [added: [Officer’s Certificate] of LYB International Finance III, [removed: LLC’s 3.800%] [added: LLC relating to the 5.500%] Guaranteed Notes due [removed: 2060] [added: 2034, dated as of February 28, 2024] (incorporated by reference to Exhibit [removed: 4.2] [added: 4.3] to our Current Report on Form 8-K filed with the SEC on [removed: October 8, 2020)](http://www.sec.gov/Archives/edgar/data/1489393/000148939320000054/exhibit422020octdebt8-k.htm)] [added: February 2](https://www.sec.gov/Archives/edgar/data/1489393/000110465924028717/tm247352d1_ex4-3.htm)[8](https://www.sec.gov/Archives/edgar/data/1489393/000110465924028717/tm247352d1_ex4-3.htm)[, 2024)](https://www.sec.gov/Archives/edgar/data/1489393/000110465924028717/tm247352d1_ex4-3.htm)] | | |

| | | | [removed: 4.36] [added: 4.32] | | | | | | [Officer’s Certificate of LYB International Finance III, LLC relating to the 5.625% Guaranteed Notes due 2033, dated as of May 19, [removed: 2023](https://www.sec.gov/Archives/edgar/data/1489393/000110465923062721/tm2316291d1_ex4-3.htm) [(incorporated] [added: 2023 (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) | | |

| | | | 10.1+ | | | | | | [Offer Letter dated December 8, 2021 between Peter Vanacker and LyondellBasell Industries N.V. (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on December 13, [removed: 2021)](http://www.sec.gov/Archives/edgar/data/1489393/000110465921148833/tm2134937d1_ex10-1.htm)] [added: 2021)](https://www.sec.gov/Archives/edgar/data/1489393/000110465921148833/tm2134937d1_ex10-1.htm)] | | |

| | | | 10.2+ | | | | | | [Offer Letter dated October 10, 2019 between Michael McMurray and Lyondell Chemical Company (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on October 15, [removed: 2019)](http://www.sec.gov/Archives/edgar/data/1489393/000148939319000060/exh101.htm)] [added: 2019)](https://www.sec.gov/Archives/edgar/data/1489393/000148939319000060/exh101.htm)] | | |

| | | | 10.3+ | | | | | | [Offer Letter dated May 17, 2019 between [removed: Kenneth T. Lane] [added: Torkel Rhenman] and Lyondell Chemical Company (incorporated by reference to Exhibit [removed: 10.6] [added: 10.7] of our Annual Report on Form 10-K filed with the SEC on February 20, [removed: 2020)](http://www.sec.gov/Archives/edgar/data/1489393/000148939320000009/a2019q4exhibit106.htm)] [added: 2020)](https://www.sec.gov/Archives/edgar/data/1489393/000148939320000009/a2019q4exhibit107.htm)] | | |

[Table of Contents](#i467344bad2c3468094e3ce1310abc33e_10)

[Table of Contents](#i467344bad2c3468094e3ce1310abc33e_10)

| | | | 10.8+* | | | | | | [Form of LyondellBasell Executive Severance Plan Participation Agreement](https://www.sec.gov/Archives/edgar/data/1489393/000148939325000008/a2024q4exhibit108.htm) | | |

[Table of Contents](#i467344bad2c3468094e3ce1310abc33e_10)

[Table of Contents](#i467344bad2c3468094e3ce1310abc33e_10)

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

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

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

| | | | 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) | | |

| | | | 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) | | |

| | | | 10.8+ | | | | | | [Appointment Letter for Torkel Rhenman dated September 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) | | |

| | | | 10.12+ | | | | | | [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) | | |

| | | | 10.21+ | | | | | | [Form of 2021 Cash Incentive Award Agreement (incorporated by reference to Exhibit 10.1 of 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) | | |

| | | | 10.22+ | | | | | | [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](#i5994131f12f14f9992c568de0bcb3be0_10)][added: Contents](#i467344bad2c3468094e3ce1310abc33e_10)]

| Date: | | | February [removed: 22, 2024] [added: 27, 2025] | | | | | | | | | | | |

| */s/ Peter Vanacker* | | | | | | Chief Executive Officer and Director | | | February [removed: 22, 2024] [added: 27, 2025] | | |

| */s/ Michael C. McMurray* | | | | | | Executive Vice President and | | | February [removed: 22, 2024] [added: 27, 2025] | | |

| */s/ Chukwuemeka A. Oyolu* | | | | | | Senior Vice President, | | | February [removed: 22, 2024] [added: 27, 2025] | | |

| */s/ Jacques Aigrain* | | | | | | Chair of the Board | | | February [removed: 22, 2024] [added: 27, 2025] | | |

| */s/ Lincoln Benet* | | | | | | Director | | | February [removed: 22, 2024] [added: 27, 2025] | | |

| */s/ Robin W.T. Buchanan* | | | | | | Director | | | February [removed: 22, 2024] [added: 27, 2025] | | |

| */s/ Anthony R. Chase* | | | | | | Director | | | February [removed: 22, 2024] [added: 27, 2025] | | |

| */s/ Robert W. Dudley* | | | | | | Director | | | February [removed: 22, 2024] [added: 27, 2025] | | |

| */s/ Claire S. Farley* | | | | | | Director | | | February [removed: 22, 2024] [added: 27, 2025] | | |

| */s/ Rita Griffin* | | | | | | Director | | | February [removed: 22, 2024] [added: 27, 2025] | | |

| */s/ Michael S. Hanley* | | | | | | Director | | | February [removed: 22, 2024] [added: 27, 2025] | | |