LYB 8-K Current Reports

Material AgreementsFinancial EventsExhibits & Filings

LyondellBasell Industries 8-K Report, Financial Results (Jul 31, 2026)

LyondellBasell Industries N.V. (LYB) reported second quarter 2026 results on July 31, 2026, with net income of $559 million, or $1.71 per diluted share, compared with $125 million ($0.38 per diluted share) in the first quarter of 2026 and $115 million ($0.34 per diluted share) in the second quarter of 2025. Excluding identified items, net income was $1.40 billion, or $4.30 per diluted share. EBITDA was $1.25 billion, or $2.13 billion excluding identified items. The largest identified item was a $734 million pre-tax loss on the sale of business, tied to the May 2026 divestiture of select European olefins and polyolefins assets. Management attributed the improvement to supply-constrained market conditions following geopolitical instability, particularly in the Middle East, which lifted polymer margins and co-product pricing, especially in O&P-Americas, where EBITDA was $1.18 billion. Cash generation and liquidity were also in focus. The company generated $752 million in cash from operating activities, though working capital was a use of cash. It included a $310 million cash contribution tied to completing the European divestiture. Capital expenditures were $270 million, and dividends totaled $224 million, with no share repurchases in the quarter. Cash and cash equivalents were $2.63 billion, and total liquidity was $7.09 billion at June 30, 2026. The company said it remains on target to deliver $500 million of incremental cash through its Cash Improvement Plan by the end of 2026. For the third quarter, LYB expects operating rates of 85% for North American O&P assets, 70% for European O&P assets, and 85% for Intermediates & Derivatives assets. Management noted that the recovery in conflict-impacted supply could extend into 2027, and that a scheduled note maturity will be repaid in September.

Jul 31, 2026 8-K

LyondellBasell Industries 8-K Report, Material Agreement (May 29, 2026)

LyondellBasell Industries N.V. (LYB) reported in a Form 8-K filed May 29, 2026 that certain subsidiaries entered into an Eighth Amendment to Receivables Purchase Agreement for its structured accounts receivable facility, originated in September 2012 (the "Receivables Facility"). The amendment is effective June 26, 2026. It involves Lyondell Chemical Company as servicer, LYB Receivables LLC, a bankruptcy-remote special purpose entity wholly owned by the company, as seller, and Mizuho Bank, Ltd. as Administrator and LC Bank, along with conduit purchasers, committed purchasers, LC participants, and purchaser agents. The amendment extends the facility's term to June 25, 2027 and reduces the maximum amount available under it from $900 million to $700 million. It also makes certain updates to align the facility with the company's senior unsecured revolving credit facility. The filing states that no other terms of the Receivables Facility have changed materially, and that as of May 29, 2026, there were no trade receivable purchases or letters of credit outstanding under the facility. The filing is primarily a disclosure of a material definitive agreement and a related direct financial obligation under Items 1.01 and 2.03. The full amendment is filed as Exhibit 10.1, and the summary in the report is qualified by reference to that exhibit.

May 29, 2026 8-K

Leadership ChangesShareholder MattersOther Events+1

LyondellBasell Industries 8-K Report, Executive Changes (May 22, 2026)

LyondellBasell Industries N.V. (LYB) reported in this Form 8-K, filed in connection with its annual general meeting of shareholders held May 22, 2026, that shareholders approved an amended and restated LyondellBasell Industries Long Term Incentive Plan. The amendments authorize an additional 8,000,000 ordinary shares for issuance under the Plan and cap annual grants to any individual non-executive director at $2 million in aggregate grant-date fair value. The Company also reported that shareholders approved a new share repurchase program authorizing repurchases of up to 10% of issued share capital as of the meeting date, or 34,042,250 shares, running until November 22, 2027. At the meeting, shareholders representing 285,156,235 shares, or approximately 88.34% of shares entitled to vote, were present in person or by proxy. All 12 director nominees were elected to serve until the 2027 annual general meeting, though several received substantial AGAINST or WITHHOLD votes, with Jacques Aigrain receiving 11,723,053 AGAINST votes. Shareholders also approved the Dutch statutory annual accounts for 2025, the appointment of PricewaterhouseCoopers N.V. as Dutch statutory auditor and PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026, the discharge of directors from liability, the advisory say-on-pay resolution, and the cancellation of treasury shares. For investors, the most significant items are the expanded equity incentive pool, the new buyback authorization of up to 34,042,250 shares, and the board-level compensation cap. The filing states that repurchases will depend on market and other conditions and that the program may be suspended or discontinued at any time, with no obligation to acquire any particular number of shares. Full plan terms are described in the April 10, 2026 proxy statement and the plan text is filed as Exhibit 10.1.

May 22, 2026 8-K

Earnings & ResultsOther EventsExhibits & Filings

LyondellBasell Industries 8-K Report, Financial Results (May 1, 2026)

LyondellBasell Industries N.V. (LYB) reported first quarter 2026 net income of $125 million, or $0.38 per diluted share, and EBITDA of $568 million. Excluding identified items, net income was $163 million ($0.49 per diluted share) and EBITDA was $615 million, compared with $0.33 per diluted share excluding identified items and $576 million of EBITDA excluding identified items in the first quarter of 2025. Management attributed the sequential improvement to the Middle East war, which it said has steepened the global petrochemical cost curve. The Olefins and Polyolefins-Americas segment's EBITDA rose to $327 million from $162 million in the prior quarter, while Olefins and Polyolefins-EAI remained negative at $(35) million. The company used $269 million of cash in operations during the quarter, spent $269 million on capital expenditures and paid $224 million in dividends, ending with $2.6 billion in cash and $7.3 billion in total liquidity. The filing also reports completion of the sale of select European olefins and polyolefins assets and the associated business to AEQUITA, under a sale and purchase agreement dated October 29, 2025. Management said the divestiture is expected to improve average European margins and reduce costs in the second quarter, even though it lowers volumes. For the second quarter, management expects significant sequential improvement across almost all businesses, further North American margin expansion, and operating rates of 80% for European O&P assets and 75% for Intermediates and Derivatives. The Bayport PO/TBA outage that began in March and a delayed restart of the La Porte acetyls assets weighed on Intermediates and Derivatives results. Management also flagged ongoing geopolitical uncertainty and price volatility as risks to the outlook.

May 1, 2026 8-K

Material AgreementsFinancial EventsOther Events+1

LyondellBasell Industries 8-K Report, Financial Results (Jan 30, 2026)

LyondellBasell Industries N.V. (NYSE: LYB) reported a fourth-quarter 2025 net loss of $140 million, or $0.45 per diluted share, with EBITDA of $345 million ($417 million excluding identified items). For the full year 2025, the company reported a net loss of $738 million, or $2.34 per diluted share, and EBITDA of $1.1 billion ($2.5 billion excluding identified items), compared with net income of $1,367 million in 2024. Identified items, including non-cash asset write-downs of $1,251 million for 2025, site closure costs, and Cash Improvement Plan costs, weighed heavily on reported results. Excluding these items, full-year diluted EPS was $1.70, versus $6.22 in 2024. The company generated $2.3 billion of cash from operating activities in 2025, with 95% cash conversion, and ended the year with $8.1 billion of total liquidity, including $3.4 billion of cash and cash equivalents. It returned $2.0 billion to shareholders through dividends and share repurchases and invested $1.9 billion in capital expenditures. The Cash Improvement Plan delivered $800 million in 2025, and the company raised its cumulative target to $1.3 billion by year-end 2026. Management also cited a planned $1.2 billion capital expenditure budget for 2026 and the planned divestment of four European assets, expected to be completed in the second quarter of 2026. Management described 2025 as a year of difficult petrochemical markets, citing trade disruptions, falling oil prices, and capacity additions that outpaced demand growth. For the first quarter of 2026, the company expects polyethylene price increase initiatives to be supported by tight inventories and winter storm Fern, and it plans to operate Olefins & Polyolefins Americas assets at approximately 85%, Olefins & Polyolefins EAI assets at approximately 75%, and Intermediates & Derivatives assets at approximately 85%.

Jan 30, 2026 8-K

LyondellBasell Industries 8-K Report, Material Agreement (Nov 13, 2025)

On November 13, 2025, LyondellBasell Industries N.V. (the Company) and its wholly owned subsidiary LYB International Finance III, LLC (the Issuer) completed the underwritten public offering of $500 million aggregate principal amount of 5.125% Guaranteed Notes due 2031 and $1 billion aggregate principal amount of 5.875% Guaranteed Notes due 2036. The Notes are fully and unconditionally guaranteed by the Company. The offering was registered on Form S-3ASR and made under a base prospectus dated December 12, 2024, as supplemented by a prospectus supplement dated November 10, 2025. The Underwriting Agreement dated November 10, 2025 was entered into with Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC as representatives of the underwriters. The Notes were issued under a base indenture dated October 10, 2019 with Wells Fargo Bank, National Association as trustee, as supplemented by a supplemental indenture dated May 17, 2023 involving Computershare Trust Company, N.A. and The Bank of New York Mellon Trust Company, N.A. The specific terms are set out in an officer's certificate of the Issuer dated November 13, 2025. The filing incorporates the descriptions of the Notes and Indenture by reference to the prospectus. The filing is a debt-financing disclosure. It reports the issuance of $1.5 billion in total principal across two tranches with maturities in 2031 and 2036, and the filing itself provides no information on the use of proceeds.

Nov 13, 2025 8-K

Earnings & ResultsMaterial AgreementsExhibits & Filings

LyondellBasell Industries 8-K Report, Material Agreement (Oct 31, 2025)

LyondellBasell Industries N.V. (NYSE: LYB) filed this 8-K to report progress on the sale of its European olefins and polyolefins assets and to furnish its third-quarter 2025 earnings release. The company disclosed that the Seller, LyondellBasell Industries Holdings B.V., exercised the Put Option on October 23, 2025, and entered into a Sale and Purchase Agreement with AEQ Amethyst B.V. on October 29, 2025, covering the Carrington (UK), Tarragona (Spain), Münchsmünster (Germany) and Berre l'Etang (France) businesses. Closing is subject to regulatory approvals, further works council consultations and carve-out completion, and is expected in the first half of 2026. For third-quarter 2025, LYB reported a net loss of $890 million, or $2.77 per diluted share, versus net income of $573 million in the year-earlier quarter. Excluding identified items, net income was $330 million, or $1.01 per diluted share. The loss was driven largely by $1,202 million of non-cash asset write-downs, including $782 million in Advanced Polymer Solutions. EBITDA was $(480) million, or $835 million excluding identified items, and cash from operating activities was $983 million, with cash conversion of 135%. The company returned $443 million to shareholders through dividends and ended the quarter with $1.8 billion in cash and $6.5 billion in total liquidity. Management said the Cash Improvement Plan remains on track for a $600 million target in 2025 and at least $1.1 billion by the end of 2026. The company plans to idle its Wesseling, Germany cracker and one Channelview, Texas propylene oxide/styrene monomer unit in November, each for about 40 days. It expects fourth-quarter operating rates of 80% for North American olefins and polyolefins assets, 60% for European assets and 75% for Intermediates and Derivatives assets, and 2026 capital expenditures of $1.2 billion.

Oct 31, 2025 8-K

Material AgreementsFinancial EventsExhibits & Filings

LyondellBasell Industries 8-K Report, Material Agreement (Sep 11, 2025)

LyondellBasell Industries N.V. (LYB) reported in this Form 8-K, filed September 11, 2025, that on September 10, 2025 it, LYB Americas Finance Company LLC, Citibank, N.A., as administrative agent, and various lenders entered into Amendment No. 1 to its Third Amended and Restated Credit Agreement dated July 17, 2024. The amendment primarily increases the Maximum Leverage Ratio, as defined in the Credit Agreement, through 2027 unless the Company elects to terminate those provisions sooner. In connection with the higher leverage ratio, the Company is subject to additional limitations, including restrictions on dividend increases and share repurchases, other than repurchases to offset dilution. The filing also states that the leverage ratio modification is incorporated into the Company's $900 million structured accounts receivable facility, originated in September 2012, through an amendment under Section 5.1 of that facility. The filing is brief and reports the agreement under Items 1.01 and 2.03 (creation of a direct financial obligation). The full text of the amendment is filed as Exhibit 10.1, and the cover page is filed in Inline XBRL as Exhibit 104.

Sep 11, 2025 8-K

Material AgreementsFinancial EventsRegulation FD+1

LyondellBasell Industries 8-K Report, Financial Results (Aug 1, 2025)

LyondellBasell Industries N.V. (NYSE: LYB) reported second quarter 2025 results on August 1, 2025, with net income of $115 million, or $0.34 per diluted share, and EBITDA of $606 million. Excluding identified items, net income was $202 million, or $0.62 per diluted share, and EBITDA was $715 million. Identified items in the quarter, which the company says reduced earnings by $0.28 per share, related to asset write-downs, European transaction costs, Cash Improvement Plan costs and discontinued operations. Sales and other operating revenues were $7,658 million, compared with $7,677 million in the first quarter of 2025 and $8,678 million in the second quarter of 2024. The company generated $351 million in cash from operating activities and invested $539 million in capital expenditures. It returned $536 million to shareholders through dividends ($445 million) and share repurchases ($91 million). At quarter end, LYB held $1.7 billion in cash and cash equivalents and $6.4 billion in total liquidity. Management highlighted several strategic actions: the planned sale of select European olefins and polyolefins assets, deferral of construction of the Flex-2 project to preserve capital, and an expanded Cash Improvement Plan targeting at least $1.1 billion in cash improvements over 2025 and 2026. For the third quarter, the company expects North American integrated polyethylene margins to improve, with a June polyethylene contract price increase supporting profitability. It expects oxyfuels margins to remain low through the summer season. Planned third quarter operating rates are 85% for North American olefins and polyolefins assets, 75% for European olefins and polyolefins assets, and 80% for Intermediates and Derivatives assets.

Aug 1, 2025 8-K

LyondellBasell Industries 8-K Report, Material Agreement (Jun 5, 2025)

On June 5, 2025, LyondellBasell Industries N.V. (LYB) disclosed that it entered into a Put Option Letter Agreement with AEQ Amethyst B.V. for the sale of its olefins and polyolefins businesses at Carrington (UK), Tarragona (Spain), Münchsmünster (Germany), and Berre (France), together with central supporting functions. The Transaction is part of the company's previously announced strategic review of certain European assets within its O&P-EAI segment. Under the Put Option, the Purchaser has made an irrevocable commitment to acquire the equity interests on the terms of an attached sale and purchase agreement, with the Seller's right to exercise subject to French employee notification and works council consultation processes. The Base Amount is €167 million, subject to downward adjustment for net indebtedness, which includes a fixed amount of estimated pension and other liabilities, resulting in an adjusted purchase price of a nominal amount. The Seller will contribute €265 million to the Target Group before closing, the Purchaser will contribute €10 million at closing, and the Purchaser may pay up to €100 million of additional consideration based on financial performance over up to three years after closing. The Transaction is expected to close in the first half of 2026. LYB expects to recognize a loss on sale of approximately $700 million to $900 million, principally from transferring net working capital of about $340 million, a $300 million pre-closing cash contribution, and a foreign currency translation adjustment of about $300 million to $400 million, partly offset by transfer of pension and other liabilities of $150 million to $250 million. Additional costs of about $100 million to $150 million are expected before closing. The Target Group assets are presented as held for sale effective June 2025, and all other long-lived assets of the Target Group have been fully impaired as of June 2025. These charges are estimates and subject to change; amounts are converted at $1.13/€1.00.

Jun 5, 2025 8-K

Material AgreementsFinancial EventsExhibits & Filings

LyondellBasell Industries 8-K Report, Material Agreement (May 30, 2025)

LyondellBasell Industries N.V. (LYB) filed this Current Report on Form 8-K to disclose an amendment to its $900 million structured accounts receivable facility, the Receivables Facility, which was originated in September 2012. On May 29, 2025, certain subsidiaries entered into a Seventh Amendment to Receivables Purchase Agreement with Mizuho Bank, Ltd. as Administrator and LC Bank, along with other conduit purchasers, committed purchasers, and purchaser agents. LYB Receivables LLC, a bankruptcy-remote special purpose entity wholly owned by the Company, acts as seller, and Lyondell Chemical Company acts as servicer. The amendment extends the term of the Receivables Facility to June 26, 2026 and makes certain updates to align it with the Company's senior unsecured revolving credit facility. The filing states that no other terms have changed materially. As of May 29, 2025, there were no trade receivable purchases or letters of credit outstanding under the facility. The filing is largely administrative in nature. It reports a term extension and conforming changes to an existing working-capital financing arrangement, with no drawn balances at the reporting date. The full amendment is filed as Exhibit 10.1, which is incorporated by reference.

May 30, 2025 8-K

Material AgreementsFinancial EventsExhibits & Filings

LyondellBasell Industries 8-K Report, Shareholder Vote Results (May 23, 2025)

LyondellBasell Industries N.V. held its annual general meeting of shareholders on May 23, 2025. Shareholders representing 294,317,167 shares, or approximately 91.57% of shares entitled to vote, were present in person or by proxy. Shareholders elected all 12 director nominees to serve until the 2026 annual general meeting, and approved the discharge of directors from liability, the adoption of the Dutch statutory annual accounts for the year ended December 31, 2024, and the appointment of PricewaterhouseCoopers N.V. as auditor of the Dutch statutory accounts for 2025. They also ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2025. Shareholders also approved an advisory resolution on named executive officer compensation, with 265,325,326 votes for, 10,567,631 against and 511,479 abstaining. Additional approvals covered a board authorization to repurchase up to 10% of issued share capital at prices from the nominal value up to 110% of the market price, valid until November 23, 2026, and the cancellation of all or part of shares held in treasury. Under Item 8.01, the company stated that the approved share repurchase program authorizes repurchases of up to 10% of issued share capital as of the meeting date, or 34,042,250 shares, until November 23, 2026. Repurchases may occur through open market or privately negotiated transactions, depend on market and other conditions, and may be suspended or discontinued at any time without obligation to buy any particular number of shares.

May 23, 2025 8-K

LyondellBasell Industries 8-K Report, Material Agreement (May 15, 2025)

LyondellBasell Industries N.V. (LYB) and its wholly owned subsidiary LYB International Finance III, LLC (the Issuer) completed the underwritten public offering and sale of $500 million aggregate principal amount of 6.150% Guaranteed Notes due 2035 on May 15, 2025. The Notes are fully and unconditionally guaranteed by LyondellBasell Industries N.V. The offering was registered under the Securities Act of 1933 on Form S-3ASR (Registration No. 333-283755) and made under a base prospectus dated December 12, 2024, as supplemented by a prospectus supplement dated May 6, 2025. The Notes were issued under a base indenture dated October 10, 2019, among the Company, the Issuer and Wells Fargo Bank, National Association, as trustee, as supplemented by a supplemental indenture dated May 17, 2023, which names 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. The terms of the Notes and guarantees are set forth in an officer's certificate of the Issuer dated May 15, 2025. The filing reports the debt issuance under Item 1.01 (Entry into a Material Definitive Agreement) and Item 2.03 (Creation of a Direct Financial Obligation), and lists associated exhibits including the indenture documents, the officer's certificate, legal opinions from Gibson, Dunn & Crutcher LLP and De Brauw Blackstone Westbroek N.V., and the Inline XBRL cover page.

May 15, 2025 8-K

Other EventsExhibits & Filings

LyondellBasell Industries 8-K Report, Corporate Update (May 7, 2025)

LyondellBasell Industries N.V. (LYB) and its wholly owned subsidiary, LYB International Finance III, LLC (the Issuer), entered into an Underwriting Agreement dated May 6, 2025 with BofA Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the underwriters, for an underwritten public offering of $500 million aggregate principal amount of 6.150% Guaranteed Notes due 2035. The Notes will be fully and unconditionally guaranteed by the Company. Closing is expected on May 15, 2025, subject to customary closing conditions. The offering was registered under Registration Statement on Form S-3ASR (No. 333-283755) and made under a base prospectus dated December 12, 2024, as supplemented by a prospectus supplement dated May 6, 2025. The Notes will be issued under a base indenture dated October 10, 2019, as supplemented by a supplemental indenture dated May 17, 2023, with Computershare Trust Company, N.A. (as successor base trustee) and The Bank of New York Mellon Trust Company, N.A. (as trustee). Terms of the Notes and guarantees will be set forth in an officer's certificate dated May 15, 2025. For investors, the filing is a debt financing disclosure under Item 8.01 rather than a results or operational update. It describes the size, coupon and maturity of the new notes and the guarantee structure, but the filing itself does not discuss use of proceeds or the company's financial condition.

May 7, 2025 8-K

LyondellBasell Industries 8-K Report, Financial Results (Apr 25, 2025)

LyondellBasell Industries N.V. (NYSE: LYB) reported first quarter 2025 net income of $177 million, or $0.54 per diluted share, and $110 million, or $0.33 per diluted share, excluding identified items. EBITDA was $655 million, or $576 million excluding identified items, compared with $1,046 million in the first quarter of 2024 and $963 million excluding identified items in that period. Cash used by operating activities was $579 million, and the company returned $543 million to shareholders through dividends and share repurchases. Net income for the quarter included identified items of $67 million, net of tax, related to exit costs from the closure of the Dutch PO joint venture, partly offset by income from discontinued refinery operations. Management highlighted several strategic actions under its three-pillar strategy: a final investment decision to grow U.S. Gulf Coast propylene production, an award of cost-advantaged Saudi Arabian feedstock allocation, closure of the Dutch PO joint venture, and the cessation of refinery operations in Houston, which is now reported as a discontinued operation. The company also announced a 2025 Cash Improvement Plan targeting $500 million in strengthened financial results. At quarter end, LYB held $1.9 billion in cash and cash equivalents and $6.5 billion in total liquidity. For the second quarter, the company expects seasonal demand improvements across most businesses and lower U.S. natural gas and ethane feedstock costs. It expects second quarter operating rates of 85% for North American olefins and polyolefins assets, 75% for European O&P assets, and 85% for Intermediates & Derivatives assets.

Apr 25, 2025 8-K

Leadership Changes

LyondellBasell Industries 8-K Report, Executive Changes (Mar 17, 2025)

LyondellBasell Industries N.V. filed this Form 8-K on March 17, 2025 to report executive officer changes under Item 5.02. Chukwuemeka (Emeka) A. Oyolu, Senior Vice President and Chief Accounting Officer and principal accounting officer, informed the company on March 11, 2025 of his intent to resign effective March 24, 2025, to pursue another opportunity. Effective March 24, 2025, the company appointed Matthew D. Hayes as Senior Vice President and Chief Accounting Officer. Mr. Hayes, age 50, most recently served as Vice President, Financial Planning and Analysis, and has been with the company since 2004 in roles including chief internal auditor and director positions in the accounting department, including external reporting. He will serve as principal accounting officer for SEC filings and will have global responsibility for corporate accounting, financial reporting and internal controls. Mr. Hayes' compensation is a base salary of $400,000, a long-term incentive plan target grant of 70% of base salary (including a pro-rated award for 2025), and a short-term incentive plan target of 60% of base salary. The filing states he has no family relationships with directors or executive officers and no material related-party transaction interest.

Mar 17, 2025 8-K

LyondellBasell Industries 8-K Report, Financial Results (Jan 31, 2025)

LyondellBasell Industries N.V. (NYSE: LYB) reported a net loss of $603 million, or $1.87 per diluted share, for the fourth quarter ended December 31, 2024, compared with net income of $573 million for the third quarter 2024 and $185 million for the fourth quarter 2023. Fourth quarter EBITDA was $(409) million, or $689 million excluding identified items. The quarter included identified items of $852 million net of tax, led by non-cash asset write-downs of $1,065 million pre-tax, mainly related to European assets under strategic review and an Asian joint venture in the O&P-EAI segment, and the specialty powders business in the APS segment. For full year 2024, net income was $1.367 billion, or $4.15 per share, and net income excluding identified items was $2.101 billion, or $6.40 per share. Full year EBITDA was $3.456 billion, or $4.336 billion excluding identified items. Cash generation was the highlight. Net cash provided by operating activities was $3.819 billion in 2024, equal to 90% cash conversion. That cash funded $1.8 billion of capital expenditures and $1.915 billion of dividends and share repurchases. The company ended 2024 with $8.038 billion of total liquidity, including $3.388 billion of cash and restricted cash. Management said the Value Enhancement Program delivered a year-end run rate of approximately $800 million of recurring annual EBITDA, and that about $1.25 billion of incremental Normalized EBITDA was unlocked by year-end 2024 against a target of $3 billion by 2027. Volumes in the Circular and Low Carbon Solutions business grew 65% in 2024. Looking ahead, the company will cease refining operations in the first quarter of 2025. It expects seasonal demand improvements in most product lines in the first quarter and plans first-quarter operating rates of approximately 80% for O&P Americas, 75% for O&P EAI, and 80% for Intermediates & Derivatives. The filing also announced that Agustin Izquierdo will succeed Michael McMurray as CFO effective March 1, 2025. Tariff and trade uncertainties were cited as potential headwinds.

Jan 31, 2025 8-K

LyondellBasell Industries 8-K Report, Executive Changes (Nov 22, 2024)

LyondellBasell Industries N.V. (NYSE: LYB) announced on November 22, 2024 a leadership transition in its finance function. Michael McMurray will retire as Executive Vice President and Chief Financial Officer effective March 1, 2025, and Agustin Izquierdo, currently Senior Vice President, O&P Americas & Refining, will succeed him as Executive Vice President and CFO on the same date. Until then, Izquierdo continues in his current role. McMurray will serve in an advisory role from March 2025 until full retirement in March 2026. The filing describes Izquierdo's compensation under his Appointment Letter: a base salary of $650,000, a target short-term incentive (STI) bonus of 90% of base salary, and a target long-term incentive (LTI) award of 250% of base salary, split 60% performance share units and 40% restricted stock units. McMurray's Letter Agreement continues his current base salary and sets a 95% target STI bonus, with 2026 prorated. It also sets a 2025 LTI target of 400% of base salary, and no LTI awards will be granted in 2026. CEO Peter Vanacker's press release credits McMurray with transforming the finance function and driving shareholder returns, and describes Izquierdo's BASF and Morgan Stanley background. The filing is a planned, orderly succession announced well ahead of the effective date.

Nov 22, 2024 8-K

LyondellBasell Industries 8-K Report, Financial Results (Nov 1, 2024)

LyondellBasell Industries N.V. (NYSE: LYB) reported third quarter 2024 net income of $573 million, or $1.75 per diluted share, and $617 million, or $1.88 per diluted share, excluding identified items. Third quarter EBITDA was $1.2 billion ($1,174 million), and EBITDA excluding identified items was $1,211 million. Net cash provided by operating activities was $670 million in the quarter, and the company returned $479 million to shareholders through dividends and share repurchases. Sales and other operating revenues were $10,322 million, compared with $10,558 million in the second quarter of 2024 and $10,625 million in the third quarter of 2023. Management attributed stronger North American integrated polyethylene margins to favorable ethane and natural gas costs and higher polyethylene prices, with the O&P-Americas segment's EBITDA rising to $758 million from $479 million a year earlier. Oxyfuels and refining margins weakened sequentially on lower crude prices and gasoline crack spreads, and the Refining segment posted negative EBITDA of $(60) million. The company ended the quarter with $2.6 billion in cash and short-term investments and $7.3 billion in total liquidity. Management expects softer fourth-quarter demand from year-end seasonality and continued pressure on oxyfuels and refining margins. The filing also reports construction start on the MoReTec-1 catalytic advanced recycling facility in Wesseling, Germany, which is expected to begin operations in 2026, and a 2030 renewable electricity target that the company says it has already exceeded. Results were furnished under Item 2.02 and are not deemed filed under the Exchange Act.

Nov 1, 2024 8-K/A

LyondellBasell Industries 8-K/A Report, Financial Results (Nov 1, 2024)

LyondellBasell Industries N.V. filed this Form 8-K on November 1, 2024 to furnish Exhibit 99.2, a revised Business Results Discussion by Reporting Segment for the quarter ended September 30, 2024. The filing states that the revision corrects a clerical error in the company's prior disclosure of shares repurchased and confirms that the company repurchased approximately 438 thousand shares during the third quarter of 2024. The exhibit is to be read with the company's earnings release for the period. The segment discussion reports third-quarter 2024 EBITDA of $1,174 million, compared with $1,644 million in the second quarter of 2024 and $1,356 million in the third quarter of 2023. EBITDA excluding identified items was $1,211 million, compared with $1,373 million and $1,410 million in those comparison periods. The sequential decline was driven mainly by Intermediates & Derivatives, where EBITDA fell to $317 million from $794 million, and by Oxyfuels & Related Products, where margins declined as gasoline crack spreads weakened. Olefins & Polyolefins-Americas was the strongest segment at $758 million of EBITDA, supported by higher ethylene margins from industry cracker downtime and lower ethane feedstock costs. Refining posted EBITDA of negative $60 million. The filing also reports capital expenditures of $368 million, cash and liquid investment balances of $2.6 billion, 325 million common shares outstanding as of September 30, 2024, and dividends paid of $437 million during the quarter.

Nov 1, 2024 8-K

Material AgreementsFinancial EventsExhibits & Filings

LyondellBasell Industries 8-K Report, Financial Results (Aug 2, 2024)

LyondellBasell Industries N.V. (NYSE: LYB) reported second quarter 2024 net income of $924 million, or $2.82 per diluted share, and $734 million, or $2.24 per diluted share, excluding identified items. Second quarter EBITDA was $1.6 billion ($1,644 million), or $1.4 billion ($1,373 million) excluding identified items. The results included a $293 million pre-tax gain on the sale of the Ethylene Oxide and Derivatives (EO&D) business, partly offset by $42 million of pre-tax refinery exit costs. Sales and other operating revenues were $10.56 billion, and cash from operating activities was $1.3 billion. The company invested $484 million in capital expenditures and returned $513 million to shareholders through dividends and share repurchases, and it increased its quarterly dividend by 7% to $1.34 per share. Management cited higher production, improving seasonal demand, and better integrated margins in North America and Europe, with Intermediates & Derivatives delivering record quarterly oxyfuels volumes. Refining margins fell sequentially on lower crack spreads. Liquidity stood at $7.0 billion at June 30, 2024, including $2.9 billion in cash and short-term investments. The company also completed the acquisition of a 35% share in the NATPET polypropylene joint venture in Saudi Arabia for approximately $500 million and announced a strategic review of certain European assets. For the third quarter 2024, LYB expects margins to benefit from low North American and Middle East natural gas and NGL costs, with oxyfuels margins above historical levels. Expected average operating rates are 85% for North American olefins and polyolefins assets, 80% for European O&P assets, and 75% for Intermediates & Derivatives assets.

Aug 2, 2024 8-K

LyondellBasell Industries 8-K Report, Material Agreement (Jul 18, 2024)

On July 17, 2024, LyondellBasell Industries N.V. and its wholly owned subsidiary LYB Americas Finance Company LLC, as Borrowers, entered into a Third Amended and Restated Credit Agreement with various lenders, Citibank, N.A. as Administrative Agent, and Wells Fargo Bank, National Association as Syndication Agent. The agreement provides a $3.75 billion senior unsecured revolving credit facility maturing July 17, 2029, allowing euro and dollar denominated loans, plus sublimits for letters of credit and swing line loans. The facility is maintained for general corporate purposes and amends and restates the prior $3.25 billion five-year credit agreement dated November 23, 2021. The agreement requires the Company to maintain a maximum consolidated leverage ratio and includes restrictive covenants on additional indebtedness (including secured and subsidiary indebtedness) and on mergers and asset sales. It also contains customary representations, warranties, and events of default, including payment defaults, covenant violations, cross acceleration and cross payment default, bankruptcy events, material monetary judgments, ERISA events, and changes of control. The filing is reported under Item 1.01 (Entry into a Material Definitive Agreement) and Item 2.03 (Creation of a Direct Financial Obligation), with the full agreement filed as Exhibit 10.1. The summary in the filing is qualified in its entirety by that exhibit.

Jul 18, 2024 8-K

Material AgreementsFinancial EventsExhibits & Filings

LyondellBasell Industries 8-K Report, Material Agreement (May 30, 2024)

LyondellBasell Industries N.V. (LYB) filed this Form 8-K to report that certain of its subsidiaries entered into a Sixth Amendment to Receivables Purchase Agreement on May 29, 2024, amending its $900 million structured accounts receivable receivables facility, which was originated in September 2012. The amendment extends the term of the Receivables Facility to June 27, 2025 and makes certain updates to the erroneous payments provisions. The filing states that no other terms of the facility changed materially. The Receivables Facility involves LYB Receivables LLC, a bankruptcy-remote special purpose entity that is a wholly-owned subsidiary of the company, acting as seller, with Lyondell Chemical Company acting as servicer and Mizuho Bank, Ltd. serving as Administrator and LC Bank. As of May 29, 2024, there were no trade receivable purchases or letters of credit outstanding under the facility. The filing is largely administrative in nature. It is disclosed under Items 1.01 and 2.03 because it constitutes a material definitive agreement and a direct financial obligation arrangement, and the full amendment is filed as Exhibit 10.1. The filing also includes the cover page in Inline XBRL as Exhibit 104.

May 30, 2024 8-K

LyondellBasell Industries 8-K Report, Shareholder Vote Results (May 24, 2024)

At the annual general meeting of shareholders of LyondellBasell Industries N.V. held on May 24, 2024, shareholders representing 298,184,406 shares, or approximately 91.6% of shares entitled to vote, were present in person or by proxy. Shareholders elected 12 director nominees to serve until the annual general meeting in 2025, approved the discharge of directors from liability, and adopted the Company's Dutch statutory annual accounts for the year ended December 31, 2023. They also appointed PricewaterhouseCoopers N.V. as auditor of the Dutch statutory annual accounts and ratified PricewaterhouseCoopers LLP as independent registered public accounting firm, both for the year ending December 31, 2024. Shareholders approved an advisory resolution on named executive officer compensation, with 277,508,840 votes for, 6,509,310 against and 339,003 abstaining. Under Item 8.01, shareholders approved a new share repurchase program authorizing the Company to repurchase up to 10% of its issued share capital as of the meeting date, or 34,042,250 shares, until November 24, 2025. Repurchases at prices from the nominal value of the shares up to 110% of the market price may be made through open market or privately negotiated transactions. The filing states that the program may be suspended or discontinued at any time and does not obligate the Company to acquire any particular number of shares. The Company's shareholders also approved the cancellation of all or a portion of shares held in or repurchased into the treasury account. Director support was strong overall, though several nominees drew notably more opposition. Albert Manifold received 9,913,605 votes against, Jacques Aigrain received 9,314,507 against, and Rita Griffin received 8,680,676 against, while most other nominees received fewer than 4,700,000 votes against. Investors may view the new repurchase authorization as the most significant capital allocation action disclosed in this filing.

May 24, 2024 8-K

Material AgreementsFinancial EventsOther Events+1

LyondellBasell Industries 8-K Report, Financial Results (Apr 26, 2024)

LyondellBasell Industries N.V. (NYSE: LYB) reported first quarter 2024 net income of $473 million, or $1.44 per diluted share, and $501 million, or $1.53 per diluted share, excluding identified items. First quarter EBITDA was $1.0 billion, or $1.1 billion excluding identified items ($1,047 million and $1,063 million, respectively). Identified items totaled $28 million net of tax, or $0.09 per share, related to costs of plans to exit the refining business. Cash used by operating activities was $114 million, driven by a working capital build tied to expected seasonality and higher volumes and prices, while the company invested $483 million in capital expenditures and returned $408 million to shareholders through dividends. Cash and liquid investments were $2.3 billion and total liquidity was $6.5 billion at quarter end. Trailing twelve-month cash conversion was 93%, with cash provided by operating activities of $4.3 billion over that period. By segment, Olefins & Polyolefins-Americas EBITDA was $521 million versus $604 million in the fourth quarter of 2023, and Intermediates & Derivatives EBITDA rose to $312 million from $73 million. Advanced Polymer Solutions and Technology both improved sequentially. Refining EBITDA was $55 million, and the Houston Refinery ran at a 79% utilization rate. The company repaid no debt in the filing but issued $750 million of bonds to refinance its 2024 maturity at a lower interest rate. For the second quarter of 2024, management expects seasonal demand improvements across most businesses, with average operating rates of 85% for global olefins and polyolefins assets and 80% for Intermediates & Derivatives assets. Management also noted that low natural gas and NGL costs should support North American and Middle East margins, and that oxyfuels and refining margins are expected to rise with the start of the driving season.

Apr 26, 2024 8-K

LyondellBasell Industries 8-K Report, Material Agreement (Feb 28, 2024)

LyondellBasell Industries N.V. (LYB) reported on Form 8-K that on February 28, 2024, its wholly owned subsidiary, LYB International Finance III, LLC (the Issuer), completed the underwritten public offering of $750 million aggregate principal amount of 5.500% Guaranteed Notes due 2034. The Notes are fully and unconditionally guaranteed by the Company. The offering was made under the Company's effective shelf registration statement on Form S-3ASR and the prospectus supplement dated February 26, 2024, and the Notes were issued under a 2019 base indenture as supplemented in May 2023. The filing also discloses that on February 26, 2024, the Company and the Issuer entered into an Underwriting Agreement with Citigroup Global Markets Inc. and Mizuho Securities USA LLC as representatives of the underwriters. The Issuer's offering therefore represents new long-term debt, which the filing identifies under Item 2.03 as a direct financial obligation. Separately, on February 26, 2024, the Company gave notice that it will redeem all of its outstanding 5.750% Senior Notes due 2024 on March 27, 2024, at 100% of principal plus accrued and unpaid interest. For investors, the filing shows a refinancing-style sequence: new 10-year notes issued while older 2024 notes are called for redemption, though the filing itself does not state the purpose of the proceeds.

Feb 28, 2024 8-K

Leadership ChangesRegulation FDExhibits & Filings

LyondellBasell Industries 8-K Report, Executive Changes (Feb 20, 2024)

LyondellBasell Industries N.V. (LYB) filed this Form 8-K on February 20, 2024 to report an executive leadership change under Item 5.02. Kenneth Lane, Executive Vice President, Olefins and Polyolefins (O&P) and Global Procurement, informed the company on February 15, 2024 of his intent to resign effective March 15, 2024, to pursue another opportunity. Under Item 7.01, the company furnished a press release dated February 19, 2024 (Exhibit 99.1) announcing Mr. Lane's departure and succession changes effective March 1, 2024. Kimberly Foley will become Executive Vice President, Global O&P, Refining and Supply Chain, and Aaron Ledet will become Executive Vice President, Intermediates & Derivatives (I&D), with Ledet joining the executive committee. The press release quotes CEO Peter Vanacker describing the changes as a successful succession planning process that retains and promotes key talent. The filing contains no financial results, and the press release states Ms. Foley has been executive vice president of Global I&D, Refining and Supply Chain since October 2022, while Mr. Ledet has been senior vice president of O&P Americas since October 2022. The information in Item 7.01 is furnished rather than filed for purposes of Section 18 of the Exchange Act.

Feb 20, 2024 8-K

LyondellBasell Industries 8-K Report, Financial Results (Feb 2, 2024)

LyondellBasell Industries N.V. (NYSE: LYB) reported fourth-quarter 2023 net income of $185 million, or $0.56 per diluted share, and $411 million, or $1.26 per share, excluding identified items (LCM inventory adjustments, impairments and refinery exit costs). Fourth-quarter EBITDA was $639 million, or $910 million excluding identified items. Cash generated from operating activities was $1.5 billion, resulting in a 171% cash conversion rate. For full year 2023, net income was $2.1 billion ($6.46 per share), or $2.8 billion ($8.65 per share) excluding identified items, with EBITDA of $4.5 billion and $5.2 billion excluding identified items. Operating cash flow for the year was $4.9 billion, with 98% cash conversion. The company also returned $1.8 billion to shareholders through dividends and share repurchases in 2023. The company highlighted portfolio actions, including the announced divestiture of its Ethylene Oxide and Derivatives business for $700 million, a final investment decision to build a commercial-scale catalytic advanced recycling plant using its MoReTec technology, and a subsequent agreement to acquire a 35% stake in NATPET, a Saudi Arabian PDH/PP joint venture, for $500 million. Management cited a Value Enhancement Program with a 2023 year-end run rate of more than $300 million of net income and $400 million of recurring annual EBITDA. Liquidity at year-end was $7.6 billion. For the first quarter of 2024, the company expects seasonally slow demand and economic uncertainty to remain headwinds for most businesses, while low ethane costs continue to benefit North American Olefins & Polyolefins margins. It expects oxyfuels and refining margins within typical winter seasonal ranges, and plans operating rates of approximately 80% for Olefins & Polyolefins Americas assets, 75% for Olefins & Polyolefins EAI assets and 75% for Intermediates & Derivatives assets.

Feb 2, 2024 8-K

Other Events

LyondellBasell Industries 8-K Report, Corporate Update (Jan 16, 2024)

LyondellBasell Industries N.V. (LYB) announced on January 16, 2024 that it has entered into an agreement to acquire a 35% interest in National Petrochemical Industrial Company ("NATPET") from Alujain Corporation ("Alujain") for approximately $500 million. The filing states that the joint venture is enabled by NATPET's Spheripol polypropylene (PP) technology and positions the Company to grow and upgrade its core PP business through access to advantaged feedstocks and additional product marketing capacity in a strategic region. Closing of the transaction is subject to regulatory approvals and other customary closing conditions. The filing does not state an expected closing date. The filing includes a cautionary note on forward-looking statements, citing risks including receipt of required regulatory approvals, satisfaction of closing conditions, the ability to complete the transaction within the expected timeframe, and the ability to implement strategy and align the asset base with it. Investors are referred to the Risk Factors section of the Company's Form 10-K for the year ended December 31, 2022.

Jan 16, 2024 8-K

Other Events

LyondellBasell Industries 8-K Report, Corporate Update (Dec 8, 2023)

LyondellBasell Industries N.V. (LYB) disclosed in this Form 8-K, filed under Item 8.01 (Other Events), that it has entered into a definitive agreement to sell its ethylene oxide & derivatives (EO&D) business, along with the production facility located in Bayport, Texas, to INEOS Oxide for a total purchase price of $700 million. The sale follows the company's March 2023 announcement of a new strategy that included a pillar focused on growing and upgrading core assets, at which time it also said it would explore strategic options for the U.S. Gulf Coast-based EO&D business, which had been identified as non-core. The transaction is expected to close in the second quarter of 2024, following completion of planned maintenance at the Bayport facility, and remains subject to regulatory approvals and other customary closing conditions. The filing does not state the financial effect of the sale on LYB's results. The filing includes forward-looking statements and identifies risks that could cause outcomes to differ materially, including receipt of regulatory approvals or expiration of waiting periods, satisfaction of closing conditions, and the company's ability to complete the transaction within the expected timeframe and to implement its strategy.

Dec 8, 2023 8-K

LyondellBasell Industries 8-K Report, Executive Changes (Nov 17, 2023)

LyondellBasell Industries N.V. (LYB) filed this Form 8-K on November 17, 2023 to report an amended and restated Executive Severance Plan. The Compensation and Talent Development Committee of the Board of Directors approved the plan on November 16, 2023, effective November 17, 2023. The plan applies if a participant is terminated by the participant for "good reason" or by the employer for reasons other than "cause" or death or "disability," subject to the participant signing a release and waiver in favor of the Company. Under the plan, the Chief Executive Officer would receive a lump sum equal to two times the sum of base salary and target annual bonus, plus the cost of 18 months of COBRA premiums for the participant and eligible dependents, along with 18 months of subsidized life insurance coverage and up to twelve months of outplacement assistance. If the termination occurs during a change of control period, the CEO would instead receive a one-time payment equal to three times the sum of base salary plus target annual bonus, plus the COBRA amount. Executive officers reporting directly to the CEO, including all named executive officers other than the CEO, would receive a lump sum equal to base salary plus target annual bonus, plus the COBRA amount, with the same 18-month life insurance and outplacement benefits. Their change of control payment is two times base salary plus target annual bonus, plus the COBRA amount. Each participant will enter into an Executive Severance Plan Participation Agreement in the form attached to the plan. The full plan is filed as Exhibit 10.1, and the 8-K also includes the Inline XBRL cover page as Exhibit 104.

Nov 17, 2023 8-K

LyondellBasell Industries 8-K Report, Financial Results (Oct 27, 2023)

LyondellBasell Industries N.V. reported third quarter 2023 results on October 27, 2023, with net income of $0.7 billion ($747 million) and diluted earnings per share of $2.29, or $2.46 excluding identified items. EBITDA was $1.4 billion ($1,356 million; $1,410 million excluding identified items). Results were supported by a record Intermediates & Derivatives quarterly EBITDA of $708 million, driven by exceptional oxyfuels margins, while olefins and polyolefins margins were compressed by higher feedstock costs, tepid polymer demand in the U.S. and Europe, and new industry capacity. Cash provided by operating activities was $1.7 billion, with cash conversion of 102% over the trailing twelve months. The company returned $448 million to shareholders through dividends and share repurchases and reported total liquidity of $6,994 million at quarter end. Management expects seasonally softer fourth-quarter demand, with higher feedstock costs, new industry capacity and slow Chinese demand growth continuing to pressure global olefins and polyolefins margins. Oxyfuels and refining margins are expected to decrease after the summer driving season, though oxyfuels margins are expected to remain well above historical averages. The company said it is highly confident it will exceed its 2023 recurring annual EBITDA exit run-rate target of $200 million under its Value Enhancement Program. The filing also furnishes a segment-level breakdown and reconciliations of non-GAAP measures, including identified items such as impairments and Houston Refinery exit costs.

Oct 27, 2023 8-K

LyondellBasell Industries 8-K Report, Financial Results (Aug 4, 2023)

LyondellBasell Industries N.V. (NYSE: LYB) reported second quarter 2023 net income of $715 million, or $2.18 per diluted share, and $801 million, or $2.44 per diluted share, excluding identified items. Identified items of $86 million after tax, or $0.26 per share, related to costs of plans to exit the refining business. Second quarter EBITDA was $1.4 billion ($1,383 million), or $1.5 billion ($1,450 million) excluding identified items. Net cash provided by operating activities was $1.3 billion in the quarter and $4.8 billion over the trailing twelve months, which the company states equals 103% cash conversion. Total liquidity was $6.6 billion at quarter end, and $508 million was returned to shareholders through dividends and share repurchases. Management increased the 2023 target for its Value Enhancement Program, which is now expected to deliver $150 million of net income and $200 million of recurring annual EBITDA by year end 2023, and raised the quarterly dividend by 5% to $1.25 per share. The company also extended refining operations through no later than the end of the first quarter of 2025. Segment results were mixed: Olefins & Polyolefins-Americas EBITDA was $679 million, while Refining EBITDA fell to $47 million ($114 million excluding exit costs) as the Maya 2-1-1 crack spread declined. For the third quarter, the company expects summer seasonality benefits to be more than offset by soft demand and economic uncertainty, with expected average operating rates of 85% for North American olefins and polyolefins assets and 75% for European O&P and Intermediates & Derivatives assets. Oxyfuels and refining margins are expected to remain supported by summer fuel demand.

Aug 4, 2023 8-K

Material AgreementsFinancial EventsOther Events+1

LyondellBasell Industries 8-K Report, Shareholder Vote Results (May 19, 2023)

LyondellBasell Industries N.V. held its annual general meeting of shareholders on May 19, 2023. Shareholders representing 292,481,209 shares, or approximately 89.9% of shares entitled to vote, were present in person or by proxy. All nine proposals were approved. Shareholders elected 11 director nominees to serve until the 2024 annual general meeting, and approved the discharge of directors from liability, the adoption of the Dutch statutory annual accounts for the year ended December 31, 2022, and the reappointment of PricewaterhouseCoopers N.V. as auditor of the Dutch statutory accounts for 2023. They also ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2023. On an advisory basis, shareholders approved the say-on-pay resolution on named executive officer compensation, with 272,594,744 votes for and 6,627,652 against. They also approved a one-year frequency for the advisory say-on-pay vote, with 271,792,399 votes for one year, and the Board determined that the vote will be held every year until the next required frequency vote. Shareholders approved a new share repurchase authorization allowing the Company to repurchase up to 10% of its issued share capital, or 34,042,250 shares, until November 19, 2024, at prices ranging from the nominal value of the shares up to 110% of the market price. Shareholders also approved the cancellation of all or a portion of shares held in or repurchased into the Company's treasury account. The Company states that repurchases may be made through open market or privately negotiated transactions, depend on market and other conditions, may be suspended or discontinued at any time, and are not obligatory.

May 19, 2023 8-K

LyondellBasell Industries 8-K Report, Material Agreement (May 19, 2023)

LyondellBasell Industries N.V. (the "Company") and its wholly owned subsidiary, LYB International Finance III, LLC (the "Issuer"), completed an underwritten public offering of $500 million aggregate principal amount of 5.625% Guaranteed Notes due 2033 on May 19, 2023. The Notes are fully and unconditionally guaranteed by the Company. The offering was registered under the Securities Act pursuant to the Company's Form S-3ASR (Registration No. 333-261639), as amended by Post-Effective Amendment No. 1 dated May 17, 2023, and was made under a base prospectus and prospectus supplement both dated May 17, 2023. The Notes were issued under a base indenture dated October 10, 2019 among the Company, the Issuer and Wells Fargo Bank, National Association, as trustee, as supplemented by a supplemental indenture dated May 17, 2023 that names 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. The terms of the Notes and guarantees are set forth in an officer's certificate of the Issuer dated May 19, 2023. The Underwriting Agreement dated May 17, 2023 was entered into with ING Financial Markets LLC and Morgan Stanley & Co. LLC as representatives of the several underwriters. The filing is primarily a closing notice for a debt issuance. It documents the legal framework and exhibits for the Notes, including legal opinions from Gibson, Dunn & Crutcher LLP and De Brauw Blackstone Westbroek N.V. The filing does not state the use of proceeds, pricing details beyond the coupon, or the Notes' redemption terms, which are incorporated by reference to the Prospectus.

May 19, 2023 8-K

Other EventsExhibits & Filings

LyondellBasell Industries 8-K Report, Corporate Update (May 12, 2023)

LyondellBasell Industries N.V. filed this Form 8-K on May 12, 2023 to recast segment information from its 2022 Annual Report on Form 10-K, which was filed February 23, 2023. Effective January 1, 2023, the Catalloy and polybutene-1 businesses moved out of the Advanced Polymer Solutions (APS) segment and were reintegrated into the Olefins and Polyolefins-Americas (O&P-Americas) and Olefins and Polyolefins-Europe, Asia, International (O&P-EAI) segments. The company states that the change lets the APS team focus on its compounding and solutions business and supports a more agile operating model with regional and segment growth strategies. The company continues to report six operating segments. The filing states that the change has no impact on the consolidated statements of income, balance sheets, shareholders' equity or cash flows, which remain as previously reported under U.S. GAAP. Exhibit 99.1 revises the Business and Properties (Items 1 and 2), MD&A (Item 7) and Financial Statements and Supplementary Data (Item 8) sections of the 10-K for the segment change only. The company states that the segment presentation is consistent with its Form 10-Q for the quarter ended March 31, 2023, filed April 28, 2023. The filing is not an amendment or restatement of the 10-K, and it should be read together with later SEC filings. The revised 10-K data shows 2022 consolidated sales and other operating revenues of $50,451 million, operating income of $5,101 million, net income of $3,889 million and EBITDA of $6,301 million. APS reported 2022 revenues of $4,202 million and EBITDA of $115 million. The filing also restates the 2022 cash flow context, with $6,119 million from operating activities and $1,890 million in capital expenditures.

May 12, 2023 8-K

Regulation FDExhibits & Filings

LyondellBasell Industries 8-K Report, Financial Results (Apr 28, 2023)

LyondellBasell Industries N.V. reported first quarter 2023 net income of $474 million, or $1.44 per diluted share, and $822 million, or $2.50 per diluted share, excluding identified items. Identified items totaled $348 million after tax, primarily a non-cash $252 million goodwill impairment in the Advanced Polymer Solutions segment and refinery exit costs tied to the planned closure of the Houston Refinery. First quarter EBITDA was $1.1 billion, or $1.5 billion excluding identified items, compared with $792 million and $865 million, respectively, in the fourth quarter of 2022 and $2.02 billion in the first quarter of 2022. Cash flow and shareholder returns were highlighted. The company generated $482 million in net cash from operating activities, $5.1 billion over the trailing twelve months, and reported 89% trailing cash conversion and 12% return on invested capital. It returned $459 million to shareholders through dividends and share repurchases in the quarter and ended the period with total liquidity of $5.75 billion. Over the trailing twelve months, shareholder returns equaled 107% of free cash flow. Management pointed to modest seasonal improvement in global demand, support for oxyfuels and refining margins from summer fuel demand, and reduced new polyethylene supply from delayed North American capacity additions. The company also reiterated the strategy launched at its March Capital Markets Day, targeting net income of $6.3 billion and $10 billion of normalized EBITDA by 2027. The filing furnishes an earnings release and a segment results discussion as exhibits.

Apr 28, 2023 8-K

LyondellBasell Industries 8-K Report, Regulation FD Disclosure (Mar 7, 2023)

LyondellBasell Industries N.V. filed this Form 8-K under Item 7.01 (Regulation FD Disclosure) to furnish unaudited summary historical financial information for the three years ended December 31, 2022, recast to reflect a change in its internal reporting and reportable segments effective January 1, 2023. Catalloy and polybutene-1 products moved out of the Advanced Polymer Solutions (APS) segment and into the Olefins and Polyolefins-Americas (O&P-Americas) and Olefins and Polyolefins-Europe, Asia, International (O&P-EAI) segments, and a portion of APS goodwill was allocated to those two segments based on relative fair values. The company says the change has no effect on previously reported consolidated statements of income, balance sheets, shareholders' equity, or cash flows. The company expects to record a non-cash goodwill impairment charge of $250 million to $300 million in its APS segment in the first quarter of 2023. The filing states that fair value estimates rely on discounted cash flows, market comparisons and internal assumptions, which it describes as inherently subjective. Under the restated segment structure, the company reports six operating segments, and the exhibit presents revenues and EBITDA by segment for 2020 through 2022. On the restated basis, total sales and other operating revenues were $27.75 billion in 2020, $46.17 billion in 2021 and $50.45 billion in 2022. EBITDA was $3.29 billion, $8.69 billion and $6.30 billion for those years, and EBITDA excluding identified items was $3.88 billion, $9.31 billion and $6.53 billion. Identified items were $598 million in 2020, $624 million in 2021 and $226 million in 2022, and in 2022 they included a $157 million refinery exit cost tied to the planned closure of the Houston Refinery by the end of 2023.

Mar 7, 2023 8-K

LyondellBasell Industries 8-K Report, Financial Results (Feb 3, 2023)

LyondellBasell Industries N.V. (NYSE: LYB) reported fourth quarter 2022 net income of $353 million, or $1.07 per diluted share, and $427 million, or $1.29 per share, excluding identified items. Fourth quarter EBITDA was $792 million, or $865 million excluding identified items. Identified items in the quarter related to costs of plans to exit the refining business. For full year 2022, net income was $3.9 billion, or $11.81 per diluted share ($4.1 billion, or $12.46 per share, excluding identified items), and EBITDA was $6.3 billion ($6.5 billion excluding identified items). The company generated $6.1 billion of cash from operating activities in 2022 and returned $3.7 billion to shareholders through dividends and share repurchases. Management described petrochemical markets as pressured by high and volatile energy and feedstock costs, softer global demand, and new capacity, with price and margin pressure stabilizing toward late third quarter levels. Management expects challenging market conditions to persist through the first half of 2023 and plans first quarter 2023 utilization of 80% for both the Olefins & Polyolefins and Intermediates & Derivatives segments. The company also highlighted a strategy review, the formation of a Circular and Low Carbon Solutions business unit, plans to exit the refining business, and a value enhancement program targeting $750 million in recurring annual EBITDA by the end of 2025. A Capital Markets Day is scheduled for March 14. The filing furnishes, under Item 2.02, the earnings release (Exhibit 99.1) and a segment results discussion (Exhibit 99.2). The information is not deemed filed for purposes of Section 18 of the Exchange Act.

Feb 3, 2023 8-K

LyondellBasell Industries 8-K Report, Financial Results (Oct 28, 2022)

LyondellBasell Industries N.V. (NYSE: LYB) reported third quarter 2022 net income of $572 million, or $1.75 per diluted share, and $642 million, or $1.96 per share, excluding identified items. Third quarter EBITDA was $1.1 billion, or $1.2 billion excluding identified items. Sales and other operating revenues were $12,250 million, compared with $14,838 million in the prior quarter and $12,700 million in the third quarter of 2021. Identified items of $70 million, net of tax, related to costs of exiting the refining business, primarily the Houston Refinery, which the company announced in April 2022 it would cease operating no later than the end of 2023. Management said higher energy costs, new supply and weaker markets pressured global petrochemical margins, with Europe and China particularly weak. The company generated $1.4 billion in cash from operating activities and returned more than $550 million to shareholders through dividends and share repurchases, while reinvesting approximately $440 million in the businesses. It reported a 19% return on invested capital over the trailing twelve months. Management also established a new organizational structure, including a Circular and Low Carbon Solutions business unit, and launched a value enhancement program targeting $750 million in recurring annual EBITDA improvement by the end of 2025. Looking ahead, management said persistent inflation, high energy costs and weaker seasonal demand are likely to drive further margin compression across most businesses in the fourth quarter, with challenging conditions expected in European and Asian markets. Expected fourth quarter average operating rates are 75% for Olefins & Polyolefins Americas assets, 60% for Olefins & Polyolefins Europe assets and 75% for Intermediates & Derivatives assets. The ethylene cracker in France was postponed from restarting until the first quarter of 2023.

Oct 28, 2022 8-K

LyondellBasell Industries 8-K Report, Executive Changes (Sep 27, 2022)

In an 8-K filed September 27, 2022, LyondellBasell Industries N.V. (LYB) reports executive organizational changes effective October 1, 2022, affecting three named executive officers: Kenneth (Ken) Lane, Torkel Rhenman and James (Jim) Guilfoyle. Lane becomes Executive Vice President, Olefins & Polyolefins (O&P); Rhenman becomes Executive Vice President, Advanced Polymer Solutions; and Guilfoyle becomes Senior Vice President, O&P, Europe, Africa, Middle East and India (EAMEI). The filing states that Lane's salary will increase to $870,000 effective October 1, 2022, in connection with his role change and certain additional responsibilities. The filing does not state any other compensation terms. The filing also includes a Cover Page Interactive Data File (Exhibit 104). The announcement of the organizational changes is described in the filing as made on September 27, 2022.

Sep 27, 2022 8-K

LyondellBasell Industries 8-K Report, Financial Results (Jul 29, 2022)

LyondellBasell Industries N.V. (NYSE: LYB) reported second quarter 2022 net income of $1.6 billion, or $4.98 per diluted share, and EBITDA of $2.4 billion, compared with $1.7 billion of net income and $5.19 per share excluding a $69 million pre-tax impairment tied to the exit of its Australian polypropylene business. Sales and other operating revenues were $14.8 billion for the quarter, versus $13.2 billion in the first quarter of 2022 and $11.6 billion in the second quarter of 2021. Second quarter EBITDA also absorbed a $94 million non-cash pension settlement charge. The company generated $1.6 billion of cash from operating activities and returned $2.1 billion to shareholders through a special dividend, an increased quarterly dividend and modest share repurchases. The Intermediates & Derivatives segment delivered record quarterly EBITDA of $675 million, and the Refining segment's EBITDA rose to $418 million from $148 million in the first quarter, supported by a higher Maya 2-1-1 crack spread. Olefins and polyolefins results were mixed, with weakness in Europe from cracker downtime in France, weak demand in China tied to zero-COVID measures, and constraints in automotive production affecting Advanced Polymer Solutions. Second quarter capital expenditures were $532 million. Management guided that moderating demand and elevated feedstock and energy costs are likely to compress margins across most businesses in the third quarter, while potential benefits from China's reopening could provide tailwinds toward the end of 2022. The company began commissioning its largest growth investment, a U.S. Gulf Coast propylene oxide and oxyfuels facility, and expects it to add meaningfully to earnings starting in 2023.

Jul 29, 2022 8-K

LyondellBasell Industries 8-K Report, Executive Changes (May 31, 2022)

LyondellBasell Industries N.V. filed this Form 8-K to report two compensation-related actions. First, the Board of Directors declared a special dividend of $5.20 per share to shareholders of record on June 6, 2022, payable June 13, 2022. Under the terms of the LyondellBasell Industries Long Term Incentive Plan, the Board approved reducing the exercise price of all outstanding stock options by the same $5.20 per share amount, including options held by named executive officers, as an equitable adjustment for the special dividend. No other terms of the options were changed, and the company states it cannot yet determine the amounts named executive officers will realize, since gains depend on future market prices when options are exercised. Second, on May 26, 2022, the company granted Ken Lane, Executive Vice President, Global Olefins and Polyolefins, restricted stock units valued at $1,500,000 in recognition of his leadership as interim Chief Executive Officer. The RSUs vest in full on the second anniversary of the grant, subject to customary forfeiture provisions. The company also committed to a $500,000 charitable contribution to university or universities of Mr. Lane's choice to support diversity, equity, and inclusion education and initiatives. Both items are set out in a Recognition Award letter, filed as Exhibit 10.1. For investors, the filing's main financial effect is the $5.20 per share special dividend, while the option repricing and executive award are compensation matters. The filing does not quantify the total cost of the option adjustment.

May 31, 2022 8-K

LyondellBasell Industries 8-K Report, Shareholder Vote Results (May 27, 2022)

At its annual general meeting on May 27, 2022, LyondellBasell Industries N.V. (LYB) shareholders representing 297,895,147 shares, or approximately 90.9% of shares entitled to vote, were present in person or by proxy. Shareholders approved all eight proposals. These included the election of 12 director nominees to serve until the 2023 annual general meeting, the discharge of directors from liability, and the adoption of the Company's Dutch statutory annual accounts for the year ended December 31, 2021. Shareholders also approved the appointment of PricewaterhouseCoopers N.V. as auditor of the Dutch statutory accounts for 2022, and the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2022. The advisory vote on named executive officer compensation passed, with 277,085,546 votes for and 9,149,315 against. Shareholders also approved the cancellation of shares held in or repurchased into the treasury account. Under Item 8.01, the Company disclosed a new share repurchase program authorizing repurchases of up to 10% of issued share capital as of the meeting date, or 34,026,947 shares, through November 27, 2023. Repurchases may be made in open market or privately negotiated transactions, will depend on market and other conditions, and may be suspended or discontinued at any time without obligation to acquire any particular number of shares.

May 27, 2022 8-K

Financial EventsRegulation FDExhibits & Filings

LyondellBasell Industries 8-K Report, Financial Results (Apr 29, 2022)

LyondellBasell Industries N.V. reported first quarter 2022 net income of $1.3 billion, or $4.00 per diluted share, with EBITDA of $2.0 billion, which the company described as its strongest first quarter since 2015 and a record first quarter for its Intermediates & Derivatives segment. Sales and other operating revenues were $13,157 million, compared with $12,830 million in the fourth quarter of 2021 and $9,082 million in the first quarter of 2021. Net income was $1,320 million, versus $726 million in the fourth quarter of 2021 (or $1,207 million excluding a $624 million pre-tax Refining impairment) and $1,070 million in the first quarter of 2021. The company generated $1.5 billion in cash from operating activities, spent $446 million on capital expenditures, and returned $0.6 billion to shareholders through dividends ($371 million) and repurchases of 2.1 million shares. Cash and liquid investments totaled $1.8 billion at quarter end. Management cited robust demand and strong I&D margins, with Oxyfuels and Refining benefiting from high gasoline and diesel prices. Olefins & Polyolefins - Americas EBITDA was $911 million, while Europe, Asia and International EBITDA was $188 million, affected by feedstock supply disruptions tied to the war in Ukraine. The company also disclosed that it plans to exit its refining business by the end of 2023 and that Peter Vanacker will become CEO on May 23. Outlook commentary anticipated summer seasonal demand strength and margin improvement in the second quarter as product prices catch up with higher feedstock and energy costs.

Apr 29, 2022 8-K

LyondellBasell Industries 8-K Report, Exit or Disposal Costs (Apr 21, 2022)

LyondellBasell Industries N.V. (LYB) disclosed under Item 2.05 that its Finance Committee approved on April 7, 2022 a plan to exit the refining business, with the Houston Refinery to cease operations no later than December 31, 2023. The company notified impacted employees on April 21, 2022. Until closure, it intends to maintain safe and reliable site operations, continue serving the fuels market, which it expects to remain strong in the near term, and consider potential transactions and alternatives for the site. The refinery was described in the accompanying press release as having a rated capacity of 268,000 barrels per day. The company expects to incur exit-related charges into 2024, primarily consisting of accelerated amortization of operating lease assets of approximately $300 million to $400 million, asset decommissioning costs of approximately $150 million to $250 million, personnel-related costs of approximately $80 million to $120 million, and other charges of approximately $50 million to $100 million. The company intends an orderly shut-down and does not expect to recognize these charges all at once. It cautions that actual timing and costs may differ materially from current estimates. The announcement follows a September 2021 statement that LYB was considering strategic options for the Gulf Coast-based refining segment, including a potential sale. The press release, furnished as Exhibit 99.1, quotes interim CEO Ken Lane linking the exit to decarbonization goals and to the site's location, which the company says offers more options for future strategic objectives, including circularity.

Apr 21, 2022 8-K

Leadership Changes

LyondellBasell Industries 8-K Report, Executive Changes (Feb 25, 2022)

LyondellBasell Industries N.V. (LYB) disclosed in this Form 8-K, filed February 25, 2022, a board change tied to its leadership transition. Under Item 5.02, the Board of Directors appointed Mr. Peter Vanacker as a director effective February 25, 2022, filling the vacancy created by the retirement of the Company's former Chief Executive Officer and director. The Board's appointment was made on February 24, 2022. The filing states that Mr. Vanacker was previously announced in December 2021 as the Company's Chief Executive Officer, effective upon completion of the notice period under his existing employment agreement. He continues to complete that notice period and will join the Company as CEO no later than June 2022. He will serve as a director until the 2022 Annual General Meeting of Shareholders, at which time he will be nominated for election by shareholders. The filing also states there are no other arrangements or understandings between Mr. Vanacker and any other persons regarding his appointment as director, no family relationships with any director or executive officer, and no direct or indirect material interest in any transaction requiring disclosure under Item 404(a) of Regulation S-K.

Feb 25, 2022 8-K

Earnings & ResultsFinancial EventsExhibits & Filings

LyondellBasell Industries 8-K Report, Financial Results (Jan 28, 2022)

LyondellBasell Industries N.V. (NYSE: LYB) reported fourth-quarter 2021 net income of $726 million, or $2.18 per diluted share, and full-year 2021 net income of $5.6 billion, or $16.75 per share. Excluding lower of cost or market (LCM) and impairment items, fourth-quarter net income was $1.2 billion ($3.63 per share) and full-year net income was $6.1 billion ($18.19 per share). Full-year 2021 EBITDA was $8.7 billion, or $9.3 billion excluding LCM and impairment, described as an annual record. The company reported record operating cash flow of $7.6 billion and free cash flow of $5.7 billion for 2021, and says it reduced long-term debt by $4 billion during the year while returning approximately $2 billion to shareholders through dividends and the repurchase of 5.2 million shares. The 8-K also discloses a non-cash, pre-tax impairment charge of $624 million related to the Houston refinery, recorded in the fourth quarter of 2021, which reflects the company's ongoing evaluation of strategic options for that refinery. The company states the charge will not affect cash flow and that the estimate is preliminary and subject to change. Management said it does not plan further debt reduction in 2022, and it guided to continued demand strength, while flagging rising feedstock and energy costs in Europe and elevated ethylene maintenance activity in the first half of 2022. The segment discussion shows the Olefins & Polyolefins - Americas segment posted record annual EBITDA of $5.27 billion, while the Refining segment had full-year EBITDA excluding LCM and impairment of zero, down from a loss in the prior year. Management noted that Ken Lane is interim CEO and that Peter Vanacker is scheduled to join as CEO at the end of the second quarter of 2022.

Jan 28, 2022 8-K