LyondellBasell Industries 10-Q 2024-03-31

Filed 2024-04-26. 8 sections, 169K characters. Original on sec.gov · Markdown · JSON

Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024

or

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-34726

LYONDELLBASELL INDUSTRIES N.V.

(Exact name of registrant as specified in its charter)

Netherlands98-0646235
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
1221 McKinney St.,4th Floor, One Vine Street
Suite 300LondonDelftseplein 27E
Houston,TexasW1J0AH3013AARotterdam
USA77010United KingdomNetherlands

(Address of principal executive offices) (Zip code)

(713)309-7200+44 (0)207220 2600+31 (0)102755 500

(Registrant’s telephone numbers, including area codes)

______________________________________________________________________________________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each ClassTrading SymbolName of Each Exchange On Which Registered
Ordinary Shares, €0.04 Par ValueLYBNew York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filerxAccelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

The registrant had 325,622,260 ordinary shares, €0.04 par value, outstanding at April 24, 2024 (excluding 14,800,238 treasury shares).

LYONDELLBASELL INDUSTRIES N.V.

TABLE OF CONTENTS

Page
Part I – Financial Information1
Item 1. Consolidated Financial Statements (Unaudited)1
Consolidated Statements of Income1
Consolidated Statements of Comprehensive Income2
Consolidated Balance Sheets3
Consolidated Statements of Cash Flows5
Consolidated Statements of Shareholders’ Equity6
Notes to the Consolidated Financial Statements7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations27
Item 3. Quantitative and Qualitative Disclosures About Market Risk43
Item 4. Controls and Procedures44
Part II – Other Information45
Item 1. Legal Proceedings45
Item 1A. Risk Factors45
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds45
Item 4. Mine Safety Disclosures45
Item 5. Other Information45
Item 6. Exhibits46
Signature47

PART I. FINANCIAL INFORMATION

Item 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

LYONDELLBASELL INDUSTRIES N.V.

CONSOLIDATED STATEMENTS OF INCOME

Three Months Ended March 31,
Millions of dollars, except earnings per share20242023
Sales and other operating revenues:
Trade$9,757$10,076
Related parties168171
9,92510,247
Operating costs and expenses:
Cost of sales8,7638,864
Impairments—252
Selling, general and administrative expenses426385
Research and development expenses3233
9,2219,534
Operating income704713
Interest expense(127)(116)
Interest income4123
Other income, net55
Income from continuing operations before equity investments and income taxes623625
(Loss) income from equity investments(27)17
Income from continuing operations before income taxes596642
Provision for income taxes122167
Income from continuing operations474475
Loss from discontinued operations, net of tax(1)(1)
Net income473474
Dividends on redeemable non-controlling interests(2)(2)
Net income attributable to the Company shareholders$471$472
Earnings per share:
Net income attributable to the Company shareholders —
Basic
Continuing operations$1.45$1.45
Discontinued operations——
$1.45$1.45
Diluted
Continuing operations$1.44$1.44
Discontinued operations——
$1.44$1.44

See Notes to the Consolidated Financial Statements.

LYONDELLBASELL INDUSTRIES N.V.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three Months Ended March 31,
Millions of dollars20242023
Net income$473$474
Other comprehensive income (loss), net of tax –
Financial derivatives14
Defined benefit pension and other postretirement benefit plans32
Foreign currency translations(60)59
Total other comprehensive (loss) income, net of tax(56)65
Comprehensive income417539
Dividends on redeemable non-controlling interests(2)(2)
Comprehensive income attributable to the Company shareholders$415$537

See Notes to the Consolidated Financial Statements.

LYONDELLBASELL INDUSTRIES N.V.

CONSOLIDATED BALANCE SHEETS

Millions of dollarsMarch 31, 2024December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents$2,314$3,390
Restricted cash1715
Accounts receivable:
Trade, net4,0013,356
Related parties190151
Inventories4,8534,765
Prepaid expenses and other current assets1,5001,475
Total current assets12,87513,152
Operating lease assets1,4811,529
Property, plant and equipment25,02524,906
Less: Accumulated depreciation(9,493)(9,359)
Property, plant and equipment, net15,53215,547
Equity investments3,8453,907
Goodwill1,6281,647
Intangible assets, net631641
Other assets632577
Total assets$36,624$37,000

See Notes to the Consolidated Financial Statements.

LYONDELLBASELL INDUSTRIES N.V.

CONSOLIDATED BALANCE SHEETS

Millions of dollars, except shares and par value dataMarch 31, 2024

Showing the first 8K of 93K characters. Open the full section

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

This discussion should be read in conjunction with the information contained in the Consolidated Financial Statements, and the accompanying notes elsewhere in this report. Unless otherwise indicated, the “Company,” “we,” “us,” “our” or similar words are used to refer to LyondellBasell Industries N.V. together with its consolidated subsidiaries (“LyondellBasell N.V.”).

OVERVIEW

In North America, lower costs for natural gas-based feedstocks and energy benefited olefins and polyolefins margins while regional demand for polyethylene improved. Our North American volumes were constrained by downtime in olefins, polyolefins, propylene oxide, oxyfuels and acetyls. In Europe, logistics disruptions in the Red Sea restricted competitive imports and led to increased volumes from our local assets for both our Olefins & Polyolefins Europe, Asia, International and Intermediates & Derivatives segments. Globally, tepid demand for durable goods continued to challenge volumes and margins for polypropylene and propylene oxide.

We remain committed to our balanced and disciplined capital allocation strategy. During the first quarter of 2024 we used $114 million of cash for operating activities, invested $483 million in capital expenditures and returned $408 million to shareholders through dividend payments. The use of cash for operating activities during the quarter was due to a build in working capital primarily driven by higher volumes and prices in most of our segments. Additionally, in the first quarter of 2024, we successfully issued $750 million of guaranteed notes to refinance our 2024 maturity at a lower rate.

Results of operations for the periods discussed are presented in the table below:

Three Months Ended
March 31,December 31,March 31,
Millions of dollars202420232023
Sales and other operating revenues$9,925$9,929$10,247
Cost of sales8,7638,9408,864
Impairments—241252
Selling, general and administrative expenses426399385
Research and development expenses323433
Operating income704315713
Interest expense(127)(121)(116)
Interest income414123
Other income (expense), net5(25)5
(Loss) income from equity investments(27)(31)17
Income from continuing operations before income taxes596179642
Provision for (benefit from) income taxes122(7)167
Income from continuing operations474186475
Loss from discontinued operations, net of tax(1)(1)(1)
Net income473185474
Other comprehensive income (loss), net of tax –
Financial derivatives1(104)4
Defined benefit pension and other postretirement benefit plans3(103)2
Foreign currency translations(60)13159
Total other comprehensive (loss) income, net of tax(56)(76)65
Comprehensive income$417$109$539

RESULTS OF OPERATIONS

Revenues—Revenues remained relatively unchanged in the first quarter of 2024 compared to the fourth quarter of 2023. Lower volumes driven by planned and unplanned outages resulted in a 3% decrease in revenues, which was partially offset by a 3% increase in revenues due to higher average sales prices.

Revenues decreased by $322 million, or 3%, in the first quarter of 2024 compared to the first quarter of 2023. Lower average sales prices for many of our products resulted in a 7% decrease in revenues. Higher volumes, driven by improved demand, resulted in a 3% increase in revenues. Favorable foreign exchange impacts resulted in a 1% increase in revenues.

Cost of Sales—Cost of sales decreased by $177 million, or 2%, in the first quarter of 2024 compared to the fourth quarter of 2023 and by $101 million, or 1%, in the first quarter of 2024 compared to the first quarter of 2023, primarily driven by lower feedstock and energy costs, including the impact of our commodity hedges.

Impairments—During the fourth quarter of 2023 we recognized non-cash impairment charges of $241 million, primarily consisting of a non-cash impairment charge of $192 million related to our European PO Joint Venture in our I&D segment.

During the first quarter of 2023 we recognized a non-cash goodwill impairment charge of $252 million in our APS segment after the effect of moving our Catalloy and polybutene-1 businesses from our APS segment and reintegrating into our O&P-Americas and O&P-EAI segments.

Operating Income—Operating income increased by $389 million, or 123%, in the first quarter of 2024 compared to the fourth quarter of 2023. Operating income in our I&D, O&P-EAI, Technology, Refining and APS segments increased by $242 million, $129 million, $40 million, $37 million and $30 million, respectively. These increases were offset by a decrease in our O&P-Americas segment of $88 million.

Operating income remained relatively unchanged in the first quarter of 2024 compared to the first quarter of 2023. Operating income in our APS and Technology segments increased by $260 million and $48 million, respectively. These increases were offset by decreases in our Refining, I&D, O&P-EAI and O&P-Americas segments of $162 million, $108 million, $32 million and $15 million, respectively.

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

Income Taxes—Our effective income tax rate for the first quarter of 2024 was 20.4% compared to -3.9% for the fourth quarter of 2023. In the fourth quarter of 2023, the impact of impairments and a patent box ruling decreased our effective income tax rate by 15.1% and 7.0%, respectively. These movements were coupled with an increase in our effective income tax rate of 10.3% relate

Showing the first 8K of 60K characters. Open the full section

Item 3. . QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our exposure to market and regulatory risks is described in Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2023. Our exposure to such risks has not changed materially in the three months ended March 31, 2024.

Item 4. CONTROLS AND PROCEDURES

As of March 31, 2024, with the participation of our management, our Chief Executive Officer (principal executive officer) and our Chief Financial Officer (principal financial officer) carried out an evaluation, pursuant to Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended (the “Act”), of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Act). Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March 31, 2024.

There have been no changes in our internal controls over financial reporting, as defined in Rule 13a-15(f) of the Act, in the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

Information regarding our litigation and legal proceedings can be found in Note 10 to the Consolidated Financial Statements, which is incorporated into this Item 1 by reference.

Additional information about our environmental proceedings can be found in Part I, Item 3 of our 2023 Annual Report on Form 10-K, which is incorporated into this Item 1 by reference.

Item 1A. RISK FACTORS

There have been no material changes to the risk factors associated with our business previously disclosed in “Item 1A. Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, 2023.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On May 19, 2023, our shareholders approved a share repurchase authorization of up to 34,042,250 shares of our ordinary shares, through November 19, 2024, which superseded any prior repurchase authorizations. The maximum number of shares that may yet be purchased is not necessarily an indication of the number of shares that will ultimately be purchased.

Item 4. MINE SAFETY DISCLOSURES

Not applicable.

Item 5. OTHER INFORMATION

During the three months ended March 31, 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.”

Item 6. EXHIBITS

Exhibit NumberDescription
4.1Indenture, among LYB International Finance III, LLC, as Issuer, LyondellBasell Industries N.V., as Guarantor, and Wells Fargo Bank, National Association, as Trustee, dated as of October 10, 2019 (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on October 10, 2019).
4.2Supplemental 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).
4.3Officer’s Certificate of LYB International Finance III, LLC relating to the 5.500% Guaranteed Notes due 2034, dated as of February 28, 2024 (incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K filed with the SEC on February 26, 2024).
4.4Form of LYB International Finance III, LLC’s 5.500% Guaranteed Notes due 2034 (included in Exhibit 4.3).
31.1*Certification of Principal Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934
31.2*Certification of Principal Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934
32*Certifications pursuant to 18 U.S.C. Section 1350
101.INS*XBRL Instance Document–The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*XBRL Schema Document
101.CAL*XBRL Calculation Linkbase Document
101.DEF*XBRL Definition Linkbase Document
101.LAB*XBRL Labels Linkbase Document
101.PRE*XBRL Presentation Linkbase Document
104*Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
  • Filed herewith

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

LYONDELLBASELL INDUSTRIES N.V.
Date:April 26, 2024
/s/ Chukwuemeka A. Oyolu
Chukwuemeka A. Oyolu
Senior Vice President,
Chief Accounting Officer and Investor Relations
(Principal Accounting Officer)