LyondellBasell Industries 10-Q 2024-06-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

For the quarterly period ended June 30, 2024

or

For the transition period from to

Commission file number: 001-34726

LYONDELLBASELL INDUSTRIES N.V.

(Exact name of registrant as specified in its charter)

(Address of principal executive offices) (Zip code)

(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:

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.

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 325,089,214 ordinary shares, €0.04 par value, outstanding at July 31, 2024 (excluding 15,333,284 treasury shares).

LYONDELLBASELL INDUSTRIES N.V.

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

LYONDELLBASELL INDUSTRIES N.V.

CONSOLIDATED STATEMENTS OF INCOME

See Notes to the Consolidated Financial Statements.

LYONDELLBASELL INDUSTRIES N.V.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

See Notes to the Consolidated Financial Statements.

LYONDELLBASELL INDUSTRIES N.V.

CONSOLIDATED BALANCE SHEETS

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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

Results for the second quarter of 2024 improved compared to the first quarter of 2024. Second quarter volumes benefited from increased production and improving seasonal demand. Our Olefins and Polyolefins-Americas (“O&P-Americas”) segment volumes increased while favorable ethane and natural gas costs continued to provide support for margins. Our Olefins and Polyolefins-Europe, Asia, International (“O&P-EAI”) segment benefited from polyethylene margin expansion with increased utilization of advantaged liquified petroleum gas (“LPG”) feedstocks in Europe. Our Intermediates & Derivatives (“I&D”) segment benefited from improved oxyfuels volumes driven by production from our newest propylene oxide/tertiary butyl alcohol (“PO/TBA”) plant in Houston, Texas. Intermediate chemical margins and volumes improved, largely due to higher production from our acetyls assets. Refining margins fell due to lower crack spreads.

Results for the first six months of 2024 compared to the first six months of 2023 improved driven in part by the absence of a non-cash goodwill impairment recognized in our Advanced Polymer Solutions (“APS”) segment in the first quarter of 2023. Technology results improved as more contracts reached significant milestones. Results for our Refining segment decreased as margins declined. An increase in loss from equity investments drove the decrease in our O&P-EAI segment results. Our O&P-Americas segment results decreased as margins were compressed by higher monomer costs.

In May 2024, we divested our U.S. Gulf Coast-based Ethylene Oxide & Derivatives (“EO&D”) business for $700 million, while investing approximately $500 million to acquire a 35% interest in Saudi Arabia-based National Petrochemical Industrial Company (“NATPET”).

During the quarter, we announced a strategic review of some of our European assets to position the company for a more sustainable and circular future by strengthening profitability and competitive advantage in the region.

We remain committed to our balanced and disciplined capital allocation strategy. During the first six months of 2024 we generated $1,234 million in cash from operating activities, invested $967 million in capital expenditures and returned $921 million to shareholders through dividend payments and share repurchases.

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

RESULTS OF OPERATIONS

Revenues—Revenues increased by $633 million, or 6%, in the second quarter of 2024 compared to the first quarter of 2024. Higher volumes, driven by improved availability and demand, resulted in a 4% increase in revenues. Higher average sales prices for many of our products resulted in a 2% increase in revenues.

Revenues remained relatively unchanged in the first six months of 2024 compared to the first six months of 2023. Higher volumes resulted in a 1% increase in revenues, which was partially offset by a 1% decrease in revenues due to lower average sales prices.

Cost of Sales—Cost of sales increased by $385 million, or 4%, in the second quarter of 2024 compared to the first quarter of 2024 and by $179 million, or 1%, in the first six months of 2024 compared to the first six months of 2023, primarily driven by higher feedstock and energy costs, including the impact of our commodity hedges.

Impairments—During the first six months 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 them into our O&P-Americas and O&P-EAI segments.

SG&A Expenses—Selling, general and administrative (“SG&A”) expenses decreased by $19 million, or 4%, in the second quarter of 2024 compared to the first quarter of 2024 and increased by $53 million, or 7%, in the first six months of 2024 compared to the first six months of 2023, primarily attributable to

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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 six months ended June 30, 2024.

As of June 30, 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 June 30, 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 9 to the Consolidated Financial Statements, which is incorporated into this Item 1 by reference.

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 24, 2024, our shareholders approved a share repurchase authorization of up to 34,042,250 shares of our ordinary shares, through November 24, 2025, 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.

During the three months ended June 30, 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.”

• Filed herewith

** Furnished 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.