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 ~~June 30, 2023~~March 31, 2024


☐			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)

Netherlands

98-0646235

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

1221 McKinney St.,

4th Floor, One Vine Street

Suite 300

London

Delftseplein 27E

Houston,

Texas

W1J0AH

3013AA

Rotterdam

USA

77010

United Kingdom

Netherlands

(~~Addresses~~Address of ~~registrant’s~~ principal executive offices) (Zip code)


						(713)						309-7200									+44 (0)						207			220 2600									+31 (0)						10			2755 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 Class

Trading Symbol

Name of Each Exchange On Which Registered

Ordinary Shares, €0.04 Par Value

LYB

New 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 ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ 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 ~~and post~~ 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 filer	x	Accelerated 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 ~~324,197,207~~325,622,260 ordinary shares, €0.04 par value, outstanding at ~~August 2, 2023~~April 24, 2024 (excluding ~~16,225,291~~14,800,238 treasury shares).

Table of Contents

LYONDELLBASELL INDUSTRIES N.V.

TABLE OF CONTENTS

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

LYONDELLBASELL INDUSTRIES N.V.

CONSOLIDATED STATEMENTS OF INCOME




		Three Months Ended June 30,					Six Months Ended June 30,					Three Months Ended March 31,
Millions of dollars, except earnings per share	Millions of dollars, except earnings per share	2023		2022			2023		2022		Millions of dollars, except earnings per share		2024	2023
Sales and other operating revenues:	Sales and other operating revenues:
Trade	Trade	$	10,149	$	14,559		$	20,225	$	27,399
Trade
Trade
Related parties	Related parties	157		279			328		596
		10,306		14,838			20,553		27,995
						9,925
Operating costs and expenses:	Operating costs and expenses:
Cost of sales
Cost of sales
Cost of sales	Cost of sales	8,868		12,267			17,732		23,403
Impairments	Impairments	—		69			252		69
Selling, general and administrative expenses	Selling, general and administrative expenses	395		329			780		657
Research and development expenses	Research and development expenses	32		32			65		64
		9,295		12,697			18,829		24,193
						9,221
Operating income	Operating income	1,011		2,141			1,724		3,802
Interest expense	Interest expense	(115)		(58)			(231)		(132)
Interest income	Interest income	28		4			51		6
Other expense, net		(7)		(86)			(2)		(67)
Other income, net
Income from continuing operations before equity investments and income taxes	Income from continuing operations before equity investments and income taxes	917		2,001			1,542		3,609
(Loss) income from equity investments	(Loss) income from equity investments	(12)		22			5		51
Income from continuing operations before income taxes	Income from continuing operations before income taxes	905		2,023			1,547		3,660
Provision for income taxes	Provision for income taxes	188		378			355		694
Income from continuing operations	Income from continuing operations	717		1,645			1,192		2,966
Loss from discontinued operations, net of tax	Loss from discontinued operations, net of tax	(2)		(1)			(3)		(2)
Net income	Net income	715		1,644			1,189		2,964

Dividends on redeemable non-controlling interests	Dividends on redeemable non-controlling interests	(1)		(1)			(3)		(3)

Dividends on redeemable non-controlling interests

Dividends on redeemable non-controlling interests
Net income attributable to the Company shareholders	Net income attributable to the Company shareholders	$	714	$	1,643		$	1,186	$	2,961

Earnings per share:	Earnings per share:
Net income (loss) attributable to the Company shareholders —
Earnings per share:
Earnings per share:
Net income attributable to the Company shareholders —
Net income attributable to the Company shareholders —
Net income attributable to the Company shareholders —
Basic
Basic
Basic	Basic
Continuing operations	Continuing operations	$	2.19	$	5.00		$	3.64	$	9.01
Continuing operations
Continuing operations
Discontinued operations	Discontinued operations	(0.01)		—			(0.01)		(0.01)
		$	2.18	$	5.00		$	3.63	$	9.00
						$
Diluted	Diluted
Continuing operations	Continuing operations	$	2.19	$	4.98		$	3.63	$	8.99
Continuing operations
Continuing operations
Discontinued operations	Discontinued operations	(0.01)		—			(0.01)		(0.01)
		$	2.18	$	4.98		$	3.62	$	8.98
						$

See Notes to the Consolidated Financial Statements.

Table of Contents

LYONDELLBASELL INDUSTRIES N.V.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME


		Three Months Ended June 30,				Six Months Ended June 30,
				Three Months Ended March 31,
				Three Months Ended March 31,
				Three Months Ended March 31,
Millions of dollars	Millions of dollars	2023		2022		2023		2022		Millions of dollars	2024	2023
Net income	Net income	$	715	$	1,644	$	1,189	$	2,964
Other comprehensive income (loss), net of tax –	Other comprehensive income (loss), net of tax –
Financial derivatives	Financial derivatives	3		102		7		190
Financial derivatives
Financial derivatives

Defined benefit pension and other postretirement benefit plans
Defined benefit pension and other postretirement benefit plans
Defined benefit pension and other postretirement benefit plans	Defined benefit pension and other postretirement benefit plans	2		78		4		83
Foreign currency translations	Foreign currency translations	(31)		(161)		28		(186)
Total other comprehensive (loss) income, net of tax	Total other comprehensive (loss) income, net of tax	(26)		19		39		87
Comprehensive income	Comprehensive income	689		1,663		1,228		3,051
Dividends on redeemable non-controlling interests	Dividends on redeemable non-controlling interests	(1)		(1)		(3)		(3)

Comprehensive income attributable to the Company shareholders	Comprehensive income attributable to the Company shareholders	$	688	$	1,662	$	1,225	$	3,048
Comprehensive income attributable to the Company shareholders
Comprehensive income attributable to the Company shareholders

See Notes to the Consolidated Financial Statements.

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LYONDELLBASELL INDUSTRIES N.V.

CONSOLIDATED BALANCE SHEETS

Millions of dollars

June 30,
2023

December 31,
2022

Millions of dollars

March 31,
2024

December 31,
2023

ASSETS

Current assets:

Cash and cash equivalents

2,468

2,151

Restricted cash

Accounts receivable:

Trade, net

3,638

3,392

Related parties

173

201

Inventories

5,195

4,804

Prepaid expenses and other current assets

1,193

1,292

Total current assets

12,693

11,845

Operating lease assets

1,564

1,725

Property, plant and equipment

24,483

23,724

Less: Accumulated depreciation

(9,075)

(8,337)

Property, plant and equipment, net

15,408

15,387

Equity investments

4,152

4,295

Goodwill

1,610

1,827

Intangible assets, net

633

662

Other assets

623

624

Total assets

36,683

36,365

See Notes to the Consolidated Financial Statements.

Table of Contents

LYONDELLBASELL INDUSTRIES N.V.

CONSOLIDATED BALANCE SHEETS

Millions of dollars, except shares and par value data

June 30,
2023

December 31,
2022

Millions of dollars, except shares and par value data

March 31,
2024

December 31,
2023

LIABILITIES, REDEEMABLE NON-CONTROLLING INTERESTS AND EQUITY

Current liabilities:

Current maturities of long-term debt

1,206

432

Short-term debt

130

349

Accounts payable:

Trade

3,024

3,106

Trade

Related parties

493

477

Accrued liabilities

2,164

2,396

Accrued and other current liabilities

Total current liabilities

7,017

6,760

Long-term debt

10,276

10,540

Operating lease liabilities

1,437

1,510

Other liabilities

1,989

1,954

Deferred income taxes

2,905

2,858

Commitments and contingencies

Redeemable non-controlling interests

114

Shareholders’ equity:

Ordinary shares, €0.04 par value, 1,275 million shares authorized, 324,516,083 and 325,723,567 shares outstanding, respectively

Ordinary shares, €0.04 par value, 1,275 million shares authorized, 325,365,833 and 324,483,402 shares outstanding, respectively

Additional paid-in capital

6,111

6,119

Retained earnings

9,580

9,195

Accumulated other comprehensive loss

(1,333)

(1,372)

Treasury stock, at cost, 15,906,415 and 14,698,931 ordinary shares, respectively

(1,446)

(1,346)

Treasury stock, at cost, 15,056,665 and 15,939,096 ordinary shares, respectively

Total Company share of shareholders’ equity

12,931

12,615

Non-controlling interests

Total equity

12,945

12,629

Total liabilities, redeemable non-controlling interests and equity

36,683

36,365

See Notes to the Consolidated Financial Statements.

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LYONDELLBASELL INDUSTRIES N.V.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended
June 30,

Three Months Ended
March 31,

Millions of dollars

2023

2022

Millions of dollars

2024

2023

Cash flows from operating activities:

Net income

1,189

2,964

Adjustments to reconcile net income to net cash provided by operating activities:

Net income

Adjustments to reconcile net income to net cash (used in) provided by operating activities:

Depreciation and amortization

787

615

Impairments

252

Amortization of debt-related costs

Share-based compensation

Equity investments—

Equity income

(5)

(51)

Equity investments—

Equity loss (income)

Distributions of earnings, net of tax

184

Deferred income tax provision

Deferred income tax (benefit) provision

Changes in assets and liabilities that provided (used) cash:

Accounts receivable

(192)

(829)

Inventories

(349)

(415)

Accounts payable

(64)

750

Other, net

(299)

Net cash provided by operating activities

1,772

3,101

Net cash (used in) provided by operating activities

Cash flows from investing activities:

Expenditures for property, plant and equipment

(653)

(978)

Proceeds from equity securities

—

Other, net

(89)

(64)

Net cash used in investing activities

(742)

(1,034)

Cash flows from financing activities:

Repurchases of Company ordinary shares

(170)

(262)

Repurchases of Company ordinary shares

Dividends paid - common stock

(797)

(2,464)

Issuance of long-term debt

500

—

Issuance of long-term debt

Payments of debt issuance costs

(5)

—

Repayment of long-term debt

Net (repayments of) proceeds from commercial paper

(200)

105

Collateral received from interest rate derivatives

—

217

Other, net

(29)

Net cash used in financing activities

(701)

(2,392)

Effect of exchange rate changes on cash

(86)

Increase (decrease) in cash and cash equivalents and restricted cash

338

(411)

Decrease in cash and cash equivalents and restricted cash

Cash and cash equivalents and restricted cash at beginning of period

2,156

1,477

Cash and cash equivalents and restricted cash at end of period

2,494

1,066

See Notes to the Consolidated Financial Statements.

Table of Contents

LYONDELLBASELL INDUSTRIES N.V.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

Ordinary Shares Additional
Paid-in
Capital Retained
Earnings Accumulated
Other
Comprehensive
Loss Company
Share of
Shareholders’
Equity Non-
Controlling
Interests
Millions of dollars Issued Treasury
Balance, March 31, 2023 $ 19 $ (1,360) $ 6,092 $ 9,277 $ (1,307) $ 12,721 $ 14
Net income — — — 715 — 715 —
Other comprehensive loss — — — — (26) (26) —
Share-based compensation — 13 19 (3) — 29 —
Dividends - common stock ($1.25 per share) — — — (408) — (408) —
Dividends - redeemable non-controlling interests ($15.00 per share) — — — (1) — (1) —
Repurchases of Company ordinary shares — (99) — — — (99) —
Balance, June 30, 2023 $ 19 $ (1,446) $ 6,111 $ 9,580 $ (1,333) $ 12,931 $ 14


	Ordinary Shares				Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Company Share of Shareholders’ Equity		Non- Controlling Interests
Millions of dollars	Issued		Treasury
Balance, December 31, 2023	$	19	$	(1,450)	$	6,145	$	9,692	$	(1,476)	$	12,930	$	14
Net income	—		—		—		473		—		473		—
Other comprehensive loss	—		—		—		—		(56)		(56)		—
Share-based compensation	—		78		(33)		(3)		—		42		—
Dividends - common stock ($1.25 per share)	—		—		—		(408)		—		(408)		—

Dividends - redeemable non-controlling interests ($15.00 per share)	—		—		—		(2)		—		(2)		—




Balance, March 31, 2024	$	19	$	(1,372)	$	6,112	$	9,752	$	(1,532)	$	12,979	$	14

Ordinary Shares Additional
Paid-in
Capital Retained
Earnings Accumulated
Other
Comprehensive
Loss Company
Share of
Shareholders’
Equity Non-
Controlling
Interests
Millions of dollars Issued Treasury
Balance, March 31, 2022 $ 19 $ (1,156) $ 6,056 $ 9,514 $ (1,735) $ 12,698 $ 14
Net income — — — 1,644 — 1,644 —
Other comprehensive income — — — — 19 19 —
Share-based compensation — 10 21 (14) — 17 —
Dividends - common stock ($1.19 per share) — — — (389) — (389) —
Special dividends - common stock ($5.20 per share) — — — (1,704) — (1,704) —
Dividends - redeemable non-controlling interests ($15.00 per share) — — — (1) — (1) —
Repurchases of Company ordinary shares — (54) — — — (54) —
Balance, June 30, 2022 $ 19 $ (1,200) $ 6,077 $ 9,050 $ (1,716) $ 12,230 $ 14

~~Table of Contents~~

~~LYONDELLBASELL INDUSTRIES N.V.~~

~~CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY~~

Ordinary Shares Additional
Paid-in
Capital Retained
Earnings Accumulated
Other
Comprehensive
Loss Company
Share of
Shareholders’
Equity Non-
Controlling
Interests
Millions of dollars Issued Treasury
Balance, December 31, 2022 $ 19 $ (1,346) $ 6,119 $ 9,195 $ (1,372) $ 12,615 $ 14
Net income — — — 1,189 — 1,189 —
Other comprehensive income — — — — 39 39 —
Share-based compensation — 73 (8) (4) — 61 —
Dividends - common stock ($2.44 per share) — — — (797) — (797) —
Dividends - redeemable non-controlling interests ($30.00 per share) — — — (3) — (3) —
Repurchases of Company ordinary shares — (173) — — — (173) —
Balance, June 30, 2023 $ 19 $ (1,446) $ 6,111 $ 9,580 $ (1,333) $ 12,931 $ 14


		Ordinary Shares				Additional Paid-in Capital		Retained Earnings			Accumulated Other Comprehensive Loss			Company Share of Shareholders’ Equity			Non- Controlling Interests
	Ordinary Shares																			Ordinary Shares		Additional Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive Loss	Company Share of Shareholders’ Equity	Non- Controlling Interests
Millions of dollars	Millions of dollars	Issued		Treasury						Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Company Share of Shareholders’ Equity		Non- Controlling Interests
Balance, December 31, 2021		$	19	$	(965)
Balance, December 31, 2022
Balance, December 31, 2022
Balance, December 31, 2022
Net income	Net income	—		—		—		2,964			—			2,964			—
Other comprehensive income	Other comprehensive income	—		—		—		—			87			87			—
Share-based compensation	Share-based compensation	—		21		33		(10)			—			44			—
Dividends - common stock ($2.32 per share)		—		—		—		(760)			—			(760)			—
Special dividends - common stock ($5.20 per share)		—		—		—		(1,704)			—			(1,704)			—
Dividends - redeemable non-controlling interests ($30.00 per share)		—		—		—		(3)			—			(3)			—
Dividends - common stock ($1.19 per share)

Dividends - redeemable non-controlling interests ($15.00 per share)
Dividends - redeemable non-controlling interests ($15.00 per share)
Dividends - redeemable non-controlling interests ($15.00 per share)
Repurchases of Company ordinary shares	Repurchases of Company ordinary shares	—		(256)		—		—			—			(256)			—

Balance, June 30, 2022		$	19	$	(1,200)	$	6,077	$	9,050		$	(1,716)		$	12,230		$	14
Balance, March 31, 2023

Balance, March 31, 2023

Balance, March 31, 2023

See Notes to the Consolidated Financial Statements.

Table of Contents

LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

TABLE OF CONTENTS

Page
1.
Basis of Presentation
9
2.
Accounting and Reporting Changes
9
3.
Revenues
10
4.
Accounts Receivable
11
5.
Inventories
11
6.
Debt
12
7.
Financial Instruments and Fair Value Measurements
16
8.
Income Taxes
19
9.
Commitments and Contingencies
20
10.
Shareholders’ Equity and Redeemable Non-controlling Interests
21
11.
Per Share Data
24
12.
Segment and Related Information
25

Table of Contents

LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation

LyondellBasell Industries N.V. is a limited liability company (Naamloze Vennootschap) incorporated under Dutch law by deed of incorporation dated October 15, 2009. 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.”). LyondellBasell N.V. is a worldwide manufacturer of chemicals and polymers, a refiner of crude oil, a producer of gasoline blending components and a developer and licensor of technologies for the production of polymers.

The accompanying unaudited Consolidated Financial Statements have been prepared from the books and records of LyondellBasell N.V. in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X for interim financial information. Certain notes and other information have been condensed or omitted from the interim financial statements included in this report. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States (“U.S. GAAP”) for complete financial statements. These Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2022.~~2023. In the opinion of management, all adjustments, including normal recurring adjustments, considered necessary for a fair statement have been included. These statements contain some amounts that are based upon management estimates and judgments. Future actual results could differ from such current estimates. The results for interim periods are not necessarily indicative of results for the entire year.

~~Effective January 1, 2023, our~~ ~~Catalloy~~ and polybutene-1 businesses were moved from our Advanced Polymer Solutions segment and reintegrated into our Olefins and Polyolefins-Americas and Olefins and Polyolefins-Europe, Asia, International segments. This move allows the Advanced Polymer Solutions team to focus on our compounding and solutions business, and to develop a more agile operating model with meaningful regional and segment growth strategies. Segment information provided throughout the report has been revised for all periods presented to reflect these changes.

2. Accounting and Reporting Changes

Recently Adopted Guidance

There were no new Accounting Standard Updates (“ASU”) adopted in the quarter ended March 31, 2024 that had a material impact on the Consolidated Financial Statements.

Accounting Guidance Issued But Not Adopted as of March 31, 2024

~~Supplier Finance Program~~Segment Disclosures—In ~~September 2022,~~November 2023, the FASB issued ASU ~~2022-04,~~2023-07, ~~Liabilities—Supplier Finance Programs (Subtopic 405-50)~~Segment Reporting (Topic 280): ~~Disclosure of Supplier Finance Program Obligations~~Improvements to Reportable Segment Disclosures. The guidance ~~requires an entity that uses supplier finance programs in connection with~~improves the ~~purchase of goods~~disclosures about a public entity’s reportable segments and ~~services to disclose certain qualitative and quantitative~~addresses requests from investors for additional detailed information about ~~its programs including the key terms and conditions, activity during the period, and potential magnitude.~~a reportable segment’s expenses. The guidance is effective retrospectively for the year ending December 31, 2023, including interim periods, with disclosures required for each period for which a balance sheet is presented, except for the disclosure of roll forward information, which is effective for fiscal years beginning after December 15, ~~2023. The~~2023 and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. We are currently assessing the impact of ~~this~~adopting the new guidance ~~did not have a material impact~~ on ~~our~~the Consolidated Financial Statements.

~~Accounting Guidance Issued But Not Adopted as of June 30, 2023~~

~~Fair Value Measurement~~Income Tax Disclosures—In ~~June 2022,~~December 2023, the FASB issued ASU ~~2022-03,~~ 2023-09,~~Fair Value Measurement~~ Income Taxes (Topic ~~820)~~74): ~~Fair Value Measurement of Equity Securities Subject~~Improvements to ~~Contractual Sale Restrictions~~Income Tax Disclosures. . The guidance ~~clarifies~~requires companies to disclose certain specific categories in the rate reconciliation and provide additional information for reconciling items that ~~a contractual restriction on~~meet the ~~sale~~quantitative threshold of ~~an equity security is not considered part~~5% of the ~~unit of account~~expected tax using the applicable statutory income tax rate. There is also a required disclosure to provide the net income taxes paid or received disaggregated by federal, state, and foreign taxes with jurisdictions to be separately disclosed if the jurisdiction is 5% or more of the ~~equity security because it is a characteristic of the entity holding the equity security rather than a characteristic of the security and is not considered in measuring its fair value.~~total net income taxes paid or received. The guidance is effective ~~prospectively~~ for ~~the year ending~~annual periods beginning after December ~~31, 2024, including the interim periods, with~~15, 2024. Earlier adoption is permitted. We are currently assessing the impact of ~~adoption reflected in earnings. Early adoption is permitted. The adoption of this~~adopting the new guidance ~~will not have a material impact~~ on ~~our~~the Consolidated Financial Statements.

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LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

3. Assets Held for Sale

During the fourth quarter of 2023, we entered into an agreement to sell our U.S. Gulf Coast-based ethylene oxide and derivatives (“EO&D”) business along with the production facility located in Bayport, TX for cash consideration of $700 million, subject to working capital and other adjustments. The EO&D business had been identified as a non-core business within our Intermediates and Derivatives segment. The transaction is expected to close in the second quarter of 2024 following planned maintenance at the facility, which was completed in the first quarter of 2024, and is subject to satisfaction of customary closing conditions.

The following table summarizes the assets and liabilities held for sale which are reported in Prepaid expenses and other current assets and Accrued and other current liabilities, respectively, in the Consolidated Financial Statements:


Millions of dollars	March 31, 2024		December 31, 2023
ASSETS
Accounts receivable - Trade, net	$	41	$	42
Inventories	73		100
Prepaid expenses and other current assets	43		43
Operating lease assets	20		20
Property, plant and equipment, net	288		225
Goodwill	13		14
Total assets held for sale	$	478	$	444

LIABILITIES
Short-term debt	$	43	$	43
Accounts payable - Trade	23		51
Accrued and other current liabilities	9		7
Operating lease liabilities	17		19
Total liabilities held for sale	$	92	$	120

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LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

3.4. Revenues

Contract Balances—Contract liabilities were ~~$185~~$139 million and ~~$167~~$175 million at ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, respectively. Revenue recognized in each reporting period that was included in the contract liability balance at the beginning of the period was immaterial.

Disaggregation of Revenues—~~Effective January 1, 2023, our~~ ~~Catalloy~~ and polybutene-1 businesses were moved from our Advanced Polymer Solutions segment and reintegrated into our Olefins and Polyolefins-Americas and Olefins and Polyolefins-Europe, Asia, International segments. See Note 12 for additional detail regarding the change in segments. Consistent with this change, we have updated the disclosure of revenue disaggregated by key products for all periods presented.

The following table presents our revenues disaggregated by key products:


		Three Months Ended June 30,				Six Months Ended June 30,
				Three Months Ended March 31,
				Three Months Ended March 31,
				Three Months Ended March 31,
Millions of dollars	Millions of dollars	2023		2022		2023		2022		Millions of dollars	2024	2023
Sales and other operating revenues:	Sales and other operating revenues:
Olefins and co-products
Olefins and co-products
Olefins and co-products	Olefins and co-products	$	907	$	1,397	$	1,790	$	2,554
Polyethylene	Polyethylene	1,920		2,749		3,936		5,456
Polypropylene	Polypropylene	1,453		2,188		2,979		4,451
Propylene oxide and derivatives	Propylene oxide and derivatives	538		931		1,179		1,816
Oxyfuels and related products	Oxyfuels and related products	1,302		1,553		2,535		2,807
Intermediate chemicals	Intermediate chemicals	766		1,201		1,512		2,311
Compounding and solutions	Compounding and solutions	956		1,113		1,951		2,248
Refined products	Refined products	2,293		3,503		4,350		5,961
Other	Other	171		203		321		391
Total	Total	$	10,306	$	14,838	$	20,553	$	27,995

The following table presents our revenues disaggregated by geography, based upon the location of the customer:


		Three Months Ended June 30,				Six Months Ended June 30,
				Three Months Ended March 31,
				Three Months Ended March 31,
				Three Months Ended March 31,
Millions of dollars	Millions of dollars	2023		2022		2023		2022		Millions of dollars	2024	2023
Sales and other operating revenues:	Sales and other operating revenues:
United States
United States
United States	United States	$	5,032	$	7,425	$	9,884	$	13,499
Germany	Germany	619		1,075		1,405		2,070
China	China	533		686		1,047		1,342
Mexico	Mexico	389		598		819		1,040
Japan		426		461		791		884
Italy	Italy	346		521		722		1,039
France	France	272		446		566		833
Poland
Japan
The Netherlands	The Netherlands	240		344		473		734
Poland		223		374		462		769
Other	Other	2,226		2,908		4,384		5,785
Total	Total	$	10,306	$	14,838	$	20,553	$	27,995

Table of Contents

LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

4.5. Accounts Receivable

~~Our accounts~~Accounts receivable are reflected in the Consolidated Balance Sheets, net of allowance for credit losses of $6 million as of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022.~~2023.

5.6. Inventories

Inventories consisted of the following components:


Millions of dollars	Millions of dollars	June 30, 2023		December 31, 2022		Millions of dollars	March 31, 2024	December 31, 2023
Finished goods	Finished goods	$	3,444	$	3,027
Work-in-process	Work-in-process	217		227
Raw materials and supplies	Raw materials and supplies	1,534		1,550
Total inventories	Total inventories	$	5,195	$	4,804

Table of Contents

LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

6.7. Debt

Long-term loans, notes and other debt, net of unamortized discount and debt issuance cost, consisted of the following:


Millions of dollars	Millions of dollars	June 30, 2023		December 31, 2022		Millions of dollars	March 31, 2024	December 31, 2023
Senior Notes due 2024, $1,000 million, 5.75% ($1 million of debt issuance cost)		$	774	$	774
Senior Notes due 2055, $1,000 million, 4.625% ($15 million of discount; $11 million of debt issuance cost)		974		974
Senior Notes due 2024, $1,000 million, 5.75%
Senior Notes due 2055, $1,000 million, 4.625% ($15 million of discount; $10 million of debt issuance cost)
Guaranteed Notes due 2027, $300 million, 8.1%	Guaranteed Notes due 2027, $300 million, 8.1%	300		300
Issued by LYB International Finance B.V.:	Issued by LYB International Finance B.V.:					Issued by LYB International Finance B.V.:
Guaranteed Notes due 2023, $750 million, 4.0%		425		424
Guaranteed Notes due 2043, $750 million, 5.25% ($19 million of discount; $6 million of debt issuance cost)		725		725
Guaranteed Notes due 2043, $750 million, 5.25% ($18 million of discount; $6 million of debt issuance cost)
Guaranteed Notes due 2044, $1,000 million, 4.875% ($10 million of discount; $8 million of debt issuance cost)	Guaranteed Notes due 2044, $1,000 million, 4.875% ($10 million of discount; $8 million of debt issuance cost)	982		982
Issued by LYB International Finance II B.V.:	Issued by LYB International Finance II B.V.:					Issued by LYB International Finance II B.V.:
Guaranteed Notes due 2026, €500 million, 0.875% ($1 million of discount; $2 million of debt issuance cost)		528		518
Guaranteed Notes due 2026, €500 million, 0.875% ($1 million of discount; $1 million of debt issuance cost)
Guaranteed Notes due 2027, $1,000 million, 3.5% ($2 million of discount; $2 million of debt issuance cost)	Guaranteed Notes due 2027, $1,000 million, 3.5% ($2 million of discount; $2 million of debt issuance cost)	584		587
Guaranteed Notes due 2031, €500 million, 1.625% ($4 million of discount; $3 million of debt issuance cost)		526		516
Guaranteed Notes due 2031, €500 million, 1.625% ($4 million of discount; $2 million of debt issuance cost)
Issued by LYB International Finance III LLC:	Issued by LYB International Finance III LLC:					Issued by LYB International Finance III LLC:
Guaranteed Notes due 2025, $500 million, 1.25% ($1 million of discount; $2 million of debt issuance cost)		476		475
Guaranteed Notes due 2025, $500 million, 1.25% ($1 million of discount; $1 million of debt issuance cost)
Guaranteed Notes due 2030, $500 million, 3.375% ($1 million of debt issuance cost)	Guaranteed Notes due 2030, $500 million, 3.375% ($1 million of debt issuance cost)	120		120
Guaranteed Notes due 2030, $500 million, 2.25% ($3 million of discount; $3 million of debt issuance cost)		471		469
Guaranteed Notes due 2030, $500 million, 2.25% ($2 million of discount; $3 million of debt issuance cost)
Guaranteed Notes due 2033, $500 million, 5.625% ($5 million of debt issuance cost)	Guaranteed Notes due 2033, $500 million, 5.625% ($5 million of debt issuance cost)	495		—
Guaranteed Notes due 2040, $750 million, 3.375% ($2 million of discount; $7 million of debt issuance cost)		741		741
Guaranteed Notes due 2034, $750 million, 5.5% ($6 million of discount, $7 million of debt issuance cost)
Guaranteed Notes due 2040, $750 million, 3.375% ($1 million of discount; $7 million of debt issuance cost)
Guaranteed Notes due 2049, $1,000 million, 4.2% ($14 million of discount; $10 million of debt issuance cost)	Guaranteed Notes due 2049, $1,000 million, 4.2% ($14 million of discount; $10 million of debt issuance cost)	976		976
Guaranteed Notes due 2050, $1,000 million, 4.2% ($6 million of discount; $10 million of debt issuance cost)	Guaranteed Notes due 2050, $1,000 million, 4.2% ($6 million of discount; $10 million of debt issuance cost)	972		971
Guaranteed Notes due 2051, $1,000 million, 3.625% ($2 million of discount; $11 million of debt issuance cost)		895		897
Guaranteed Notes due 2051, $1,000 million, 3.625% ($2 million of discount; $10 million of debt issuance cost)
Guaranteed Notes due 2060, $500 million, 3.8% ($4 million of discount; $6 million of debt issuance cost)	Guaranteed Notes due 2060, $500 million, 3.8% ($4 million of discount; $6 million of debt issuance cost)	480		481
Other	Other	38		42
Total	Total	11,482		10,972
Less current maturities	Less current maturities	(1,206)		(432)
Long-term debt	Long-term debt	$	10,276	$	10,540

Table of Contents

LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

Fair value hedging adjustments associated with the fair value hedge accounting of our fixed-for-floating interest rate swaps for the applicable periods are as follows:


		Gains (Losses)										Cumulative Fair Value Hedging Adjustments Included in Carrying Amount of Debt
		Three Months Ended June 30,						Six Months Ended June 30,				June 30,		December 31,
							Gains (Losses)
							Gains (Losses)
							Gains (Losses)										Cumulative Fair Value Hedging Adjustments Included in Carrying Amount of Debt
				Three Months Ended March 31,														Three Months Ended March 31,			March 31,		December 31,
Millions of dollars	Millions of dollars	2023			2022			2023		2022		2023		2022		Millions of dollars	2024		2023	2024		2023
Guaranteed Notes due 2025, 1.25%	Guaranteed Notes due 2025, 1.25%	$	1		$	1		$	(1)	$	8	$	13	$	14
Guaranteed Notes due 2026, 0.875%	Guaranteed Notes due 2026, 0.875%	—			3			(1)		7		12		13
Guaranteed Notes due 2027, 3.5%	Guaranteed Notes due 2027, 3.5%	6			10			3		29		3		—
Guaranteed Notes due 2030, 3.375%	Guaranteed Notes due 2030, 3.375%	4			6			—		16		21		21
Guaranteed Notes due 2030, 2.25%	Guaranteed Notes due 2030, 2.25%	2			6			(1)		16		23		24
Guaranteed Notes due 2031, 1.625%	Guaranteed Notes due 2031, 1.625%	1			3			(1)		3		10		11
Guaranteed Notes due 2050, 4.2%	Guaranteed Notes due 2050, 4.2%	1			2			(1)		7		12		13
Guaranteed Notes due 2051, 3.625%	Guaranteed Notes due 2051, 3.625%	19			24			2		53		92		90
Guaranteed Notes due 2060, 3.8%	Guaranteed Notes due 2060, 3.8%	4			2			1		2		10		9
Total	Total	$	38		$	57		$	1	$	141	$	196	$	195

Fair value adjustments are recognized in Interest expense in the Consolidated Statements of Income.

~~Short-term loans, notes and other debt consisted of the following:~~

Millions of dollars June 30,
2023 December 31,
2022
U.S. Receivables Facility $ — $ —
Commercial paper — 200
Precious metal financings 130 131
Other — 18
Total Short-term debt $ 130 $ 349

Long-Term Debt

Senior Revolving Credit Facility—Our $3,250 million senior unsecured revolving credit facility (the “Senior Revolving Credit Facility”), which expires in November 2026, may be used for dollar and euro denominated borrowings. The facility also supports our commercial paper program, has a $200 million sub-limit for dollar and euro denominated letters of credit and a $1,000 million uncommitted accordion feature and supports our commercial paper program. In May 2023, we amended our Senior Revolving Credit Facility to update the interest rate benchmark to reference the secured overnight financing rate (“SOFR”) rather than the London Interbank Offered Rate (“LIBOR”).feature. Borrowings under the facility bear interest at either a base rate, ~~SOFR~~secured overnight financing rate (“SOFR”) or EURIBOR rate, plus an applicable margin. Additional fees are incurred for the average daily unused commitments. At ~~June 30, 2023,~~March 31, 2024, we had no borrowings or letters of credit outstanding and $3,250 million of unused availability under this facility.

~~Table of Contents~~

~~LYONDELLBASELL INDUSTRIES N.V.~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)~~

Guaranteed Notes due ~~2033~~2034—In ~~May 2023,~~February 2024, LYB International Finance III, LLC (“LYB Finance III”), a wholly owned finance subsidiary of LyondellBasell Industries N.V., ~~as defined in Rule 13-01 of Regulation S-X,~~ issued ~~$500~~$750 million of ~~5.625%~~5.5% guaranteed notes due ~~2033~~2034 (the ~~“2033~~“2034 Notes”) at a discounted price of ~~99.895%~~99.2%. Net proceeds after deducting original issuance discounts, underwriting fees and offering expenses totaled $737 million. We used the net proceeds from the sale of the 2034 Notes to repay our 5.75% senior notes ~~totaled $495 million, after deducting underwriting discounts and offering expenses.~~due 2024 as discussed further below.

The 2033 Notes are the first green financing instruments we have issued related to our green financing framework. Net proceeds from the sale of the 2033 Notes will be used to finance or refinance, in whole or in part, new or existing eligible green projects in the areas of circular economy, renewable energy, pollution prevention and control, and energy efficiency. Pending the full allocation of the net proceeds, any portion that has not been allocated to eligible green projects will be managed in accordance with our normal liquidity management practices.

These unsecured notes, which are fully and unconditionally guaranteed by LyondellBasell Industries N.V., rank equally in right of payment to all of LYB Finance III’s and LyondellBasell Industries N.V.’s existing and future senior unsecured indebtedness and will rank senior in right of payment to any future subordinated indebtedness that LYB Finance III or LyondellBasell Industries N.V. incurs. There are no significant restrictions that would impede LyondellBasell Industries N.V., as guarantor, from obtaining funds by dividend or loan from its subsidiaries.

The indenture governing these notes contains limited covenants, including those restricting our ability, and the ability of our subsidiaries, to incur indebtedness secured by significant property or by capital stock of subsidiaries that own significant property, enter into certain sale and lease-back transactions with respect to any significant property or enter into consolidations, mergers or sales of all or substantially all of our assets.

Table of Contents

LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

The ~~2033~~2034 Notes may be redeemed at any time in whole, or from time to time in part, prior to the scheduled maturity date, at a redemption price equal to the greater of (i) the sum of the present values of the remaining scheduled payments of principal and interest (discounted at the treasury rate plus the applicable basis points) less interest accrued on the notes to be redeemed, and (ii) 100% of the principal amount of the notes redeemed; plus, in either case, accrued and unpaid interest thereon to, but excluding, the redemption date. The ~~2033~~2034 Notes may also be redeemed at any time, on or after the date that is three months prior to the scheduled maturity date of the notes at a redemption price equal to 100% of the principal amount of the notes to be redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date. The notes are also redeemable upon certain tax events.

~~Guaranteed~~Senior Notes due ~~2023~~2024—In ~~July 2023,~~March 2024, we repaid the ~~$425~~$775 million remaining of outstanding principal onof our ~~4.0% guaranteed~~5.75% senior notes due ~~2023.~~2024.

Short-Term Debt

U.S. Receivables Facility—Our U.S. Receivables Facility, which expires in June 2024, has a purchase limit of $900 million in addition to a $300 million uncommitted accordion feature. This facility provides liquidity through the sale or contribution of trade receivables by certain of our U.S. subsidiaries to a wholly owned, bankruptcy-remote subsidiary on an ongoing basis and without recourse. We pay variable interest rates on our secured borrowings. Additional fees are incurred for the average daily unused commitments. ~~In May 2023, we amended our U.S. Receivables Facility to update the interest rate benchmark to reference SOFR rather than LIBOR.~~ This facility also provides for the issuance of letters of credit up to $200 million. At ~~June 30, 2023,~~March 31, 2024, we had no borrowings or letters of credit outstanding and $900 million unused availability under this facility.

Commercial Paper Program—We have a commercial paper program under which we may issue up to $2,500 million of privately placed, unsecured, short-term promissory notes (“commercial paper”). At ~~June 30, 2023,~~March 31, 2024, we had no borrowings of outstanding commercial paper.

Precious Metal Financings—At March 31, 2024 and December 31, 2023, we had $164 million and $117 million, respectively, of short-term debt related to our precious metal financings.

Weighted Average Interest Rate—At ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, our weighted average interest rates on outstanding Short-term debt were ~~2.5%~~1.5% and ~~3.7%~~1.9%, respectively.

~~Table of Contents~~

~~LYONDELLBASELL INDUSTRIES N.V.~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)~~

Additional Information

Debt Compliance—As of ~~June 30, 2023,~~March 31, 2024, we are in compliance with our debt covenants.

~~Supply Chain Finance Arrangements~~

We facilitate a voluntary supply chain finance program that provides suppliers, at their sole discretion, the opportunity to sell their receivables due from us to a participating financial intermediary in order to be paid earlier than our contracted payment terms. We are not a party to any agreement between our suppliers and the financial intermediary. When a supplier utilizes the program and receives an early payment from the financial intermediary, the supplier takes a discount on the invoice. We pay the financial intermediary the full amount of the invoice on the contractually agreed upon due date. The majority of the suppliers using the program are on 90-day payment terms. There is no economic impact to the Company from a supplier’s decision to take an early payment. No guarantees are provided by us or any of our subsidiaries under the program.

As of June 30, 2023 and December 31, 2022, Accounts payable-Trade included $57 million and $53 million, respectively, payable to suppliers who have elected to participate in the supply chain financing program.

1514

Table of Contents

LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

7.8. Financial Instruments and Fair Value Measurements

We are exposed to market risks, such as changes in commodity pricing, interest rates and currency exchange rates. To manage the volatility related to these exposures, we selectively enter into derivative contracts pursuant to our risk management policies.

Financial Instruments Measured at Fair Value on a Recurring Basis—The following table summarizes financial instruments outstanding for the periods presented that are measured at fair value on a recurring basis:

June 30, 2023

December 31, 2022

Balance Sheet
Classification

Fair Value

Millions of dollars

Fair Value

Balance Sheet
Classification

Millions of dollars

March 31, 2024

December 31, 2023

Balance Sheet Classification

Assets–

Derivatives designated as hedges:

Commodities

—

Prepaid expenses and other current assets

Foreign currency

107

109

Prepaid expenses and other current assets

Foreign currency

103

133

Other assets

Foreign currency

Prepaid expenses and other current assets

Foreign currency

Other assets

Interest rates

Prepaid expenses and other current assets

Interest rates

Prepaid expenses and other current assets

Interest rates

—

Other assets

Derivatives not designated as hedges:

Commodities

Prepaid expenses and other current assets

Commodities

—

Other assets

Commodities

Prepaid expenses and other current assets

Foreign currency

—

Prepaid expenses and other current assets

Total

300

310

Total

Liabilities–

Derivatives designated as hedges:

Commodities

Accrued liabilities

117

109

Accrued and other current liabilities

Commodities

—

Other liabilities

Commodities

Other liabilities

Foreign currency

Accrued liabilities

Foreign currency

Accrued and other current liabilities

Foreign currency

Other liabilities

Foreign currency

Other liabilities

Interest rates

Accrued liabilities

Interest rates

Accrued and other current liabilities

Interest rates

226

229

Other liabilities

Interest rates

195

172

Other liabilities

Derivatives not designated as hedges:

Commodities

Accrued liabilities

Commodities

Other liabilities

Commodities

Accrued and other current liabilities

Foreign currency

Accrued liabilities

Accrued and other current liabilities

Total

325

309

Total

The financial instruments in the table above are classified as Level 2. We present the gross assets and liabilities of our derivative financial instruments on the Consolidated Balance Sheets.

1615

Table of Contents

LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

Financial Instruments Not Measured at Fair Value on a Recurring Basis—The following table presents the carrying value and estimated fair value of our Short-term precious metal financings and Long-term debt:


		June 30, 2023				December 31, 2022
	March 31, 2024												March 31, 2024		December 31, 2023
Millions of dollars	Millions of dollars	Carrying Value		Fair Value		Carrying Value		Fair Value		Millions of dollars	Carrying Value	Fair Value		Carrying Value		Fair Value

Precious metal financings	Precious metal financings	$	130	$	99	$	131	$	113

Precious metal financings

Precious metal financings
Long-term debt	Long-term debt	10,256		8,796		10,517		8,882
Total	Total	$	10,386	$	8,895	$	10,648	$	8,995

The financial instruments in the table above are classified as Level 2. Our other financial instruments classified within Current assets and Current liabilities have a short maturity and their carrying value generally approximates fair value.

Derivative Instruments:

Commodity Prices—The following table presents the notional amounts of our outstanding commodity derivative instruments:

June 30, 2023

December 31, 2022

Notional Amount

Millions of units

Notional Amount

Unit of Measure

Maturity Date

March 31, 2024

December 31, 2023

Unit of Measure

Maturity Date

Derivatives designated as hedges:

Natural gas

MMBtu

2023 to 2026

Natural gas

MMBtu

2024 to 2027

Ethane

—

Bbl

2024

Ethane

Bbls

2024 to 2026

Power

—

MWhs

2024

Power

MWhs

2024 to 2027

Refined products

Bbls

2024

Derivatives not designated as hedges:

Crude oil

—

Bbl

—

Bbls

2024

Refined products

Bbl

2023 to 2024

Refined products

Bbls

2024

Precious metals

Troy Ounces

2023 to 2024

Precious metals

Troy Ounces

2024

Renewable Identification Numbers

RINs

2024

Interest Rates—The following table presents the notional amounts of our outstanding interest rate derivative instruments:

June 30, 2023

December 31, 2022

Notional Amount

Millions of dollars

Notional Amount

Maturity Date

Cash flow hedges

400

2024

Cash flow hedges

Fair value hedges

2,168

2,164

2025 to 2031

Fair value hedges

1716

Table of Contents

LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

Foreign Currency Rates—The following table presents the notional amounts of our outstanding foreign currency derivative instruments:

June 30, 2023

December 31, 2022

Notional Amount

Millions of dollars

Notional Amount

Maturity Date

Net investment hedges

3,352

3,128

2023 to 2030

Net investment hedges

Cash flow hedges

1,150

2024 to 2027

Not designated

524

396

2023 to 2024

Not designated

Impact on Earnings and Other Comprehensive Income—The following tables summarize the pre-tax effect of derivative instruments recorded in Accumulated other comprehensive loss (“AOCI”), the gains (losses) reclassified from AOCI to earnings and additional gains (losses) recognized directly in earnings:

Effects of Financial Instruments
Three Months Ended June 30,
Balance Sheet Income Statement
Gain (Loss)
Recognized in
AOCI Gain (Loss) Reclassified
to Income
from AOCI Additional Gain
(Loss) Recognized
in Income Income Statement
Millions of dollars 2023 2022 2023 2022 2023 2022 Classification
Derivatives designated as hedges:
Commodities $ (3) $ 4 $ — $ (21) $ — $ — Cost of sales
Foreign currency (8) 277 (6) (77) 24 19 Interest expense
Interest rates 12 146 2 2 (53) (50) Interest expense
Derivatives not designated as hedges:
Commodities — — — — (1) 46 Sales and other operating revenues
Commodities — — — — — 8 Cost of sales
Foreign currency — — — — (13) (20) Other expense, net
Total $ 1 $ 427 $ (4) $ (96) $ (43) $ 3

~~Table of Contents~~

~~LYONDELLBASELL INDUSTRIES N.V.~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)~~


		Effects of Financial Instruments
		Six Months Ended June 30,
		Balance Sheet								Income Statement
		Gain (Loss) Recognized in AOCI				Gain (Loss) Reclassified to Income from AOCI				Additional Gain (Loss) Recognized in Income				Income Statement
	Effects of Financial Instruments																																	Effects of Financial Instruments
	Three Months Ended March 31,																																	Three Months Ended March 31,
	Balance Sheet
		Gain (Loss) Recognized in AOCI
		Gain (Loss) Recognized in AOCI
		Gain (Loss) Recognized in AOCI																				Gain (Loss) Reclassified to Income from AOCI							Additional Gain (Loss) Recognized in Income							Income Statement
Millions of dollars	Millions of dollars	2023		2022		2023		2022		2023		2022		Classification	Millions of dollars	2024			2023				2024				2023				2024					2023			Classification
Derivatives designated as hedges:	Derivatives designated as hedges:

Commodities
Commodities
Commodities																$	(2)		$	—			$	1			$	—			$	—				$	—		Sales and other operating revenues
Commodities	Commodities	$	(8)	$	30	$	19	$	(32)	$	—	$	—	Cost of sales	Commodities	(48)		(5)		(5)	38				38	19			19	—			—		—			—	Cost of sales	Cost of sales
Foreign currency	Foreign currency	(63)		321		14		(102)		38		31		Interest expense	Foreign currency	95		(55)		(55)	(28)				(28)	20			20	19			19		14			14	Interest expense	Interest expense
Interest rates	Interest rates	(2)		258		3		3		(30)		(127)		Interest expense	Interest rates	11		(14)		(14)	1				1	1			1	(45)			(45)		23			23	Interest expense	Interest expense
Derivatives not designated as hedges:	Derivatives not designated as hedges:
Commodities	Commodities	—		—		—		—		(34)		82		Sales and other operating revenues
Commodities	Commodities	—		—		—		—		27		11		Cost of sales
Commodities																—			—				—				—				(84)					(33)			Sales and other operating revenues
Commodities															Commodities	—			—				—				—				77					27			Cost of sales
Foreign currency	Foreign currency	—		—		—		—		(24)		(39)		Other expense, net	Foreign currency	—		—		—	—				—	—			—	8			8		(11)			(11)	Other income, net	Other income, net

Total	Total	$	(73)	$	609	$	36	$	(131)	$	(23)	$	(42)

Total

Total

As of ~~June 30, 2023,~~March 31, 2024, on a pre-tax basis, $5$4 million is scheduled to be reclassified from Accumulated other comprehensive loss as an increase to Interest expense over the next twelve months.

Other Financial Instruments:

Cash and Cash Equivalents—At ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, we had marketable securities classified as Cash and cash equivalents of ~~$1,630~~$1,475 million and ~~$1,191~~$2,432 million, respectively.

8.17

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LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

9. Income Taxes

For interim tax reporting, we estimate an annual effective tax rate which is applied to the year-to-date ordinary income. Tax effects of significant, unusual, or infrequently occurring items are excluded from the estimated annual effective tax rate calculation and recognized in the interim period in which they occur. Our effective income tax rate fluctuates based on, among other factors, changes in pre-tax income in countries with varying statutory tax rates, changes in valuation allowances, changes in foreign exchange gains or losses, the amount of exempt income, changes in unrecognized tax benefits associated with uncertain tax positions and changes in tax laws.

Our exempt income primarily includes interest income, export incentives, and equity earnings of joint ventures. Interest income earned by certain of our subsidiaries through intercompany financings is taxed at rates substantially lower than the U.S. statutory rate. Export incentives relate to tax benefits derived from elections and structures available for U.S. exports. Equity earnings attributable to the earnings of our joint ventures, when paid through dividends to certain European subsidiaries, are exempt from all or portions of normal statutory income tax rates. We currently anticipate the favorable treatment for interest income, dividends, and export incentives to continue in the near term; however, this treatment is based on current law. ~~We continue to monitor~~The United Kingdom, as well as certain other jurisdictions in which we operate, enacted legislation implementing the Organization for Economic Cooperation and ~~Development (“OECD”)’s~~Development’s Pillar ~~One and~~ Two ~~legislation which focus on taxing rights and minimum taxes in countries where we operate, including the United Kingdom; however, we~~Model Rules effective as of January 1, 2024. We do not expect the impact to be material based on the ~~principles agreed to~~legislation enacted at this stage.

~~Table of Contents~~

~~LYONDELLBASELL INDUSTRIES N.V.~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)~~

Our effective income tax rate for the second quarter of 2023 was 20.8% compared to 18.7% for the second quarter of 2022. The higher effective tax rate for the second quarter of 2023 is primarily attributable to an audit settlement during the second quarter of 2023 of 4.8%, coupled with fluctuations in uncertain tax positions of 1.7%. The increase was partially offset by a 4.2% decrease in our effective income tax rate due to the increased relative impact of exempt income due to decreased pretax income.

Our effective income tax rate for the first ~~six months~~quarter of ~~2023~~2024 was ~~22.9%~~20.4% compared to ~~19.0%~~26.0% for the first ~~six months~~quarter of ~~2022.~~2023. The ~~higher~~lower effective tax rate for the first ~~six months~~quarter of ~~2023~~2024 was primarily due to the first quarter 2023 goodwill impairment, for which there iswas no tax benefit, of ~~2.8%, an audit settlement during the second quarter 2023 of 2.4%, and fluctuations~~6.6% coupled with a 2.1% decrease in ~~uncertain~~our effective income tax ~~positions of 1.2%.~~rate related to changes in pre-tax income in countries with varying statutory tax rates. These ~~increases~~decreases were partially offset by a ~~2.7% decrease~~3.0% increase in our effective income tax rate due to ~~the increased relative impact of~~a decrease in exempt ~~income due to decreased pretax~~ income.

9.10. Commitments and Contingencies

Commitments—We have various purchase commitments for materials, supplies and services incidental to the ordinary conduct of business, generally for quantities required for our businesses and at prevailing market prices. These commitments are designed to ~~assure~~ensure sources of supply and are not expected to be in excess of normal requirements. Additionally, we have capital expenditure commitments, which we incur in our normal course of business.

Financial Assurance Instruments—We have obtained letters of credit, performance and surety bonds and have issued financial and performance guarantees to support trade payables, potential liabilities and other obligations. Considering the frequency of claims made against the financial instruments we use to support our obligations, and the magnitude of those financial instruments in light of our current financial position, management does not expect that any claims against or draws on these instruments would have a material adverse effect on ~~our~~the Consolidated Financial Statements. We have not experienced any unmanageable difficulties in obtaining the required financial assurance instruments for our current operations.

Environmental Remediation—~~Our accrued liability~~Accrued liabilities for future environmental remediation costs at current and former plant sites and other remediation sites totaled ~~$123~~$141 million and ~~$127~~$124 million as of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, respectively. At ~~June 30, 2023,~~March 31, 2024, the accrued liabilities for individual sites range from less than $1 million to ~~$24~~$43 million. The remediation expenditures are expected to occur over a number of years and are not concentrated in any single year. In our opinion, it is reasonably possible that losses in excess of the liabilities recorded may have been incurred. However, we cannot estimate any amount or range of such possible additional losses. New information about sites, new technology or future developments, such as involvement in investigations by regulatory agencies, could require us to reassess our potential exposure related to environmental matters.

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LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

Indemnification—We are parties to various indemnification arrangements, including arrangements entered into in connection with acquisitions, divestitures and the formation and dissolution of joint ventures. Pursuant to these arrangements, we provide indemnification to and/or receive indemnification from other parties in connection with liabilities that may arise in connection with the transactions and in connection with activities prior to completion of the transactions. These indemnification arrangements typically include provisions pertaining to third-party claims relating to environmental and tax matters and various types of litigation. As of ~~June 30, 2023,~~March 31, 2024, we had not accrued any significant amounts for our indemnification obligations, and we are not aware of other circumstances that would likely lead to significant future indemnification obligations. We cannot determine with certainty the potential amount of future payments under the indemnification arrangements until events arise that would trigger a liability under the arrangements.

As part of our technology licensing contracts, we give indemnifications to our licensees for liabilities arising from possible patent infringement claims with respect to certain proprietary licensed technologies. Such indemnifications have a stated maximum amount and generally cover a period of 5 to 10 years.

Legal Proceedings—We are subject to various lawsuits and claims, including but not limited to, matters involving contract disputes, environmental damages, personal injury and property damage. We vigorously defend ourselves and prosecute these matters as appropriate.

~~Table of Contents~~

~~LYONDELLBASELL INDUSTRIES N.V.~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)~~

Our legal organization applies its knowledge, experience and professional judgment to the specific characteristics of our cases, employing a litigation management process to manage and monitor legal proceedings in which we are a party. Our process facilitates the early evaluation and quantification of potential exposures in individual cases. This process also enables us to track those cases that have been scheduled for trial, mediation or other resolution. We regularly assess the adequacy of legal accruals based on our professional judgment, experience and the information available regarding our cases.

Based on consideration of all relevant facts and circumstances, we do not believe the ultimate outcome of any currently pending lawsuit against us will have a material adverse effect upon our operations, financial condition or Consolidated Financial Statements.

~~10.~~11. Shareholders’ Equity and Redeemable Non-controlling Interests

Shareholders’ Equity

Dividend Distributions—The following table summarizes the quarterly dividends paid in the ~~periods~~period presented:

Millions of dollars, except per share amounts Dividend Per
Ordinary Share Aggregate
Dividends Paid Date of Record
March 2023 - Quarterly dividend $ 1.19 $ 389 March 6, 2023
June 2023 - Quarterly dividend 1.25 408 May 30, 2023
$ 2.44 $ 797


Millions of dollars, except per share amounts	Dividend Per Ordinary Share		Aggregate Dividends Paid		Date of Record
March 2024	$	1.25	$	408	March 4, 2024

Share Repurchase Authorization—In May 2023, our shareholders approved a proposal to authorize us to repurchase up to 34.0 million ordinary shares, through November 19, 2024 (“2023 Share Repurchase Authorization”), which superseded any prior repurchase authorizations. The timing and amount of these repurchases, which are determined based on our evaluation of market conditions and other factors, may be executed from time to time through open market or privately negotiated transactions. The repurchased shares, which are recorded at cost, are classified as Treasury stock and may be retired or used for general corporate purposes, including for various employee benefit and compensation plans.

Table of Contents

LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

The following table summarizes our share repurchase activity for the ~~periods~~period presented:

Millions of dollars, except shares and per share amounts Shares
Repurchased Average
Purchase
Price Total Purchase Price, Including
Commissions and Fees
For six months ended June 30, 2023:
2022 Share Repurchase Authorization 1,365,898 $ 88.98 $ 122
2023 Share Repurchase Authorization 576,044 89.34 51
1,941,942 $ 89.09 $ 173
For six months ended June 30, 2022:
2021 Share Repurchase Authorization 2,111,538 $ 97.72 $ 206
2022 Share Repurchase Authorization 560,396 89.24 50
2,671,934 $ 95.94 $ 256


Millions of dollars, except shares and per share amounts	Shares Repurchased	Average Purchase Price		Total Purchase Price, Including Commissions and Fees





For three months ended March 31, 2023:
2022 Share Repurchase Authorization	846,500	$	87.28	$	74

We had no share repurchases for the three months ended March 31, 2024. Total cash paid for ~~share repurchases for~~ the ~~six months ended June 30,~~first quarter 2023 ~~and 2022~~ was ~~$170 million and $262 million, respectively.~~$70 million. Cash payments made during the reporting period may differ from the total purchase price, including commissions and fees, due to the timing of payments.

Ordinary Shares—The changes in the outstanding amounts of ordinary shares are as follows:


	Three Months Ended March 31,
	2024	2023
Ordinary shares outstanding:
Beginning balance	324,483,402	325,723,567
Share-based compensation	803,335	516,142

Employee stock purchase plan	79,096	75,392
Purchase of ordinary shares	—	(846,500)
Ending balance	325,365,833	325,468,601

Treasury Shares—The changes in the amounts of treasury shares held by the Company are as follows:


	Three Months Ended March 31,
	2024	2023
Ordinary shares held as treasury shares:
Beginning balance	15,939,096	14,698,931
Share-based compensation	(803,335)	(516,142)

Employee stock purchase plan	(79,096)	(75,392)
Purchase of ordinary shares	—	846,500

Ending balance	15,056,665	14,953,897

Table of Contents

LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

Accumulated Other Comprehensive Loss—The components of, and after-tax changes in, Accumulated other comprehensive loss as of and for the three months ended March 31, 2024 and 2023 are presented in the following tables:


Millions of dollars	Financial Derivatives		Defined Benefit Pension and Other Postretirement Benefit Plans		Foreign Currency Translation Adjustments		Total
Balance – December 31, 2023	$	(226)	$	(279)	$	(971)	$	(1,476)
Other comprehensive loss before reclassifications	(12)		—		(43)		(55)
Tax benefit (expense) before reclassifications	2		—		(17)		(15)
Amounts reclassified from accumulated other comprehensive loss	12		4		—		16
Tax expense	(1)		(1)		—		(2)
Net other comprehensive income (loss)	1		3		(60)		(56)
Balance – March 31, 2024	$	(225)	$	(276)	$	(1,031)	$	(1,532)


Millions of dollars	Financial Derivatives		Defined Benefit Pension and Other Postretirement Benefit Plans		Foreign Currency Translation Adjustments		Total
Balance – December 31, 2022	$	(146)	$	(182)	$	(1,044)	$	(1,372)
Other comprehensive (loss) income before reclassifications	(35)		—		49		14
Tax benefit before reclassifications	9		—		10		19
Amounts reclassified from accumulated other comprehensive loss	40		3		—		43
Tax expense	(10)		(1)		—		(11)
Net other comprehensive income	4		2		59		65
Balance – March 31, 2023	$	(142)	$	(180)	$	(985)	$	(1,307)

Table of Contents

LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

~~Ordinary Shares—The changes in the outstanding amounts of ordinary shares are as follows:~~

Six Months Ended
June 30,
2023 2022
Ordinary shares outstanding:
Beginning balance 325,723,567 329,536,389
Share-based compensation 571,224 255,185
Employee stock purchase plan 163,234 125,010
Purchase of ordinary shares (1,941,942) (2,671,934)
Ending balance 324,516,083 327,244,650

~~Treasury Shares—The changes in the amounts of treasury shares held by the Company are as follows:~~

Six Months Ended
June 30,
2023 2022
Ordinary shares held as treasury shares:
Beginning balance 14,698,931 10,675,605
Share-based compensation (571,224) (255,185)
Employee stock purchase plan (163,234) —
Purchase of ordinary shares 1,941,942 2,671,934
Ending balance 15,906,415 13,092,354

~~Accumulated Other Comprehensive Loss—The components of, and after-tax changes in, Accumulated other comprehensive loss as of and for the six months ended June 30, 2023 and 2022 are presented in the following tables:~~

Millions of dollars Financial
Derivatives Defined Benefit
Pension and Other
Postretirement
Benefit Plans Foreign
Currency
Translation
Adjustments Total
Balance – December 31, 2022 $ (146) $ (182) $ (1,044) $ (1,372)
Other comprehensive income (loss) before reclassifications (28) — 17 (11)
Tax benefit before reclassifications 8 — 11 19
Amounts reclassified from accumulated other comprehensive loss 36 5 — 41
Tax expense (9) (1) — (10)
Net other comprehensive income 7 4 28 39
Balance – June 30, 2023 $ (139) $ (178) $ (1,016) $ (1,333)

~~Table of Contents~~

~~LYONDELLBASELL INDUSTRIES N.V.~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)~~

Millions of dollars Financial
Derivatives Defined Benefit
Pension and Other
Postretirement
Benefit Plans Foreign
Currency
Translation
Adjustments Total
Balance – December 31, 2021 $ (354) $ (528) $ (921) $ (1,803)
Other comprehensive income (loss) before reclassifications 372 — (123) 249
Tax expense before reclassifications (84) — (63) (147)
Amounts reclassified from accumulated other comprehensive loss (131) 109 — (22)
Tax (expense) benefit 33 (26) — 7
Net other comprehensive income (loss) 190 83 (186) 87
Balance – June 30, 2022 $ (164) $ (445) $ (1,107) $ (1,716)

The amounts reclassified out of each component of Accumulated other comprehensive loss are as follows:

Three Months Ended
June 30, Six Months Ended
June 30, Affected Line Item on
the Consolidated
Statements of Income
Millions of dollars 2023 2022 2023 2022
Reclassification adjustments for:
Financial derivatives:
Commodities $ — $ (21) $ 19 $ (32) Cost of sales
Foreign currency (6) (77) 14 (102) Interest expense
Interest rates 2 2 3 3 Interest expense
Income tax (expense) benefit 1 25 (9) 33 Provision for income taxes
Financial derivatives, net of tax (3) (71) 27 (98)
Amortization of defined pension items:
Settlement loss — 94 — 94 Other expense, net
Actuarial loss 1 6 3 13 Other expense, net
Prior service cost 1 1 2 2 Other expense, net
Income tax expense — (23) (1) (26) Provision for income taxes
Defined pension items, net of tax 2 78 4 83
Total reclassifications, before tax (2) 5 41 (22)
Income tax (expense) benefit 1 2 (10) 7 Provision for income taxes
Total reclassifications, after tax $ (1) $ 7 $ 31 $ (15) Amount included in net income

~~Table of Contents~~

~~LYONDELLBASELL INDUSTRIES N.V.~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)~~


	Three Months Ended March 31,				Affected Line Item on the Consolidated Statements of Income
Millions of dollars	2024		2023
Reclassification adjustments for:
Financial derivatives:
Commodities	$	1	$	—		Sales and other operating revenue
Commodities	38		19			Cost of sales
Foreign currency	(28)		20			Interest expense
Interest rates	1		1			Interest expense
Income tax expense	(1)		(10)			Provision for income taxes
Financial derivatives, net of tax	11		30

Amortization of defined pension items:

Actuarial loss	3		2			Other income, net
Prior service cost	1		1			Other income, net
Income tax expense	(1)		(1)			Provision for income taxes
Defined pension items, net of tax	3		2

Total reclassifications, before tax	16		43
Income tax expense	(2)		(11)			Provision for income taxes
Total reclassifications, after tax	$	14	$	32		Amount included in net income

Redeemable Non-controlling Interests

Our redeemable non-controlling interests relate to shares of cumulative perpetual special stock (“redeemable non-controlling interest stock”) issued by a consolidated subsidiary. As of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, we had ~~113,290~~113,064 and ~~113,471~~113,075 shares of redeemable non-controlling interest stock outstanding, respectively. These shares may be redeemed at any time at the discretion of the holders.

In February ~~and May 2023,~~2024, we paid cash dividends of $15.00 per share to our redeemable non-controlling interest shareholders of record as of January 15, ~~2023 and April 15, 2023. Dividends~~2024. These dividends totaled $3$2 million for each of the ~~six~~three months ended ~~June 30, 2023~~March 31, 2024 and ~~2022.~~2023.

~~11.~~

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LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

12. Per Share Data

Basic earnings per share is based upon the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share includes the effect of certain stock option and other equity-based compensation awards. Our unvested restricted stock units contain non-forfeitable rights to dividend equivalents and are considered participating securities. We ~~calculate~~compute basic and diluted earnings per share under the two-class method.

Earnings per share data is as follows:


		Three Months Ended June 30,									Three Months Ended March 31,
		2023				2022
	2024												2024		2023
Millions of dollars	Millions of dollars	Continuing Operations		Discontinued Operations		Continuing Operations		Discontinued Operations		Millions of dollars	Continuing Operations	Discontinued Operations		Continuing Operations		Discontinued Operations
Net income (loss)	Net income (loss)	$	717	$	(2)	$	1,645	$	(1)

Dividends on redeemable non-controlling interests

Dividends on redeemable non-controlling interests

Dividends on redeemable non-controlling interests	Dividends on redeemable non-controlling interests	(1)		—		(1)		—
Net income attributable to participating securities	Net income attributable to participating securities	(4)		—		(7)		—
Net income (loss) attributable to ordinary shareholders – basic and diluted	Net income (loss) attributable to ordinary shareholders – basic and diluted	$	712	$	(2)	$	1,637	$	(1)

Millions of shares, except per share amounts	Millions of shares, except per share amounts
Millions of shares, except per share amounts
Millions of shares, except per share amounts
Basic weighted average common stock outstanding
Basic weighted average common stock outstanding
Basic weighted average common stock outstanding	Basic weighted average common stock outstanding	325		325		328		328
Effect of dilutive securities	Effect of dilutive securities	1		1		1		1
Potential dilutive shares	Potential dilutive shares	326		326		329		329

Earnings per share:	Earnings per share:
Earnings per share:
Earnings per share:
Basic
Basic
Basic	Basic	$	2.19	$	(0.01)	$	5.00	$	—
Diluted	Diluted	$	2.19	$	(0.01)	$	4.98	$	—

Table of Contents

LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

Six Months Ended June 30,
2023 2022
Millions of dollars Continuing
Operations Discontinued
Operations Continuing
Operations Discontinued
Operations
Net income (loss) $ 1,192 $ (3) $ 2,966 $ (2)
Dividends on redeemable non-controlling interests (3) — (3) —
Net income attributable to participating securities (5) — (9) —
Net income (loss) attributable to ordinary shareholders – basic and diluted $ 1,184 $ (3) $ 2,954 $ (2)
Millions of shares, except per share amounts
Basic weighted average common stock outstanding 326 326 328 328
Effect of dilutive securities 1 1 1 1
Potential dilutive shares 327 327 329 329
Earnings per share:
Basic $ 3.64 $ (0.01) $ 9.01 $ (0.01)
Diluted $ 3.63 $ (0.01) $ 8.99 $ (0.01)

~~12.~~13. Segment and Related Information

Our operations are managed by senior executives who report to our Chief Executive Officer, the chief operating decision maker. Discrete financial information is available for each of the segments, and our Chief Executive Officer uses the operating results of each of the operating segments for performance evaluation and resource allocation.

The activities of each of our segments from which they earn revenues and incur expenses are described below:

•Olefins and Polyolefins-Americas (“O&P-Americas”). Our O&P-Americas segment produces and markets olefins and co-products, polyethylene and polypropylene.

•Olefins and Polyolefins-Europe, Asia, International (“O&P-EAI”). Our O&P-EAI segment produces and markets olefins and co-products, polyethylene and polypropylene.

•Intermediates and Derivatives (“I&D”). Our I&D segment produces and markets propylene oxide and its derivatives; oxyfuels and related products; and intermediate chemicals such as styrene monomer, acetyls, ethylene oxide and ethylene glycol.

•Advanced Polymer Solutions (“APS”). Our APS segment produces and markets compounding and solutions, such as polypropylene compounds, engineered plastics, masterbatches, engineered composites, colors and powders.

•Refining. Our Refining segment refines heavy, high-sulfur crude oils and other crude oils of varied types and sources available on the U.S. Gulf Coast into refined products, including gasoline and distillates.

•Technology. Our Technology segment develops and licenses chemical and polyolefin process technologies and manufactures and sells polyolefin catalysts.

~~Table of Contents~~

~~LYONDELLBASELL INDUSTRIES N.V.~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)~~

Our chief operating decision maker uses EBITDA as the primary measure for reviewing profitability of our segments, and therefore, we have presented EBITDA for all segments. We define EBITDA as earnings from continuing operations before interest, income taxes, and depreciation and amortization.

“Other” includes intersegment eliminations and items that are not directly related or allocated to business operations, such as foreign exchange gains or losses and components of pension and other postretirement benefit costs other than service costs. Sales between segments are made at prices approximating prevailing market prices.

Summarized financial information concerning reportable segments is shown in the following tables for the periods presented:

Three Months Ended June 30, 2023
Millions of dollars O&P–
Americas O&P–
EAI I&D APS Refining Technology Other Total
Sales and other operating revenues:
Customers $ 1,756 $ 2,535 $ 2,629 $ 956 $ 2,293 $ 137 $ — $ 10,306
Intersegment 971 194 33 4 166 17 (1,385) —
2,727 2,729 2,662 960 2,459 154 (1,385) 10,306
Income (loss) from equity investments 12 (19) (5) — — — — (12)
EBITDA 679 84 472 34 47 79 (12) 1,383
Capital expenditures 102 65 104 14 — 15 1 301

Three Months Ended June 30, 2022
Millions of dollars O&P–
Americas O&P–
EAI I&D APS Refining Technology Other Total
Sales and other operating revenues:
Customers $ 2,710 $ 3,635 $ 3,714 $ 1,113 $ 3,503 $ 163 $ — $ 14,838
Intersegment 1,528 262 52 3 285 31 (2,161) —
4,238 3,897 3,766 1,116 3,788 194 (2,161) 14,838
Income (loss) from equity investments 29 (1) (6) — — — — 22
EBITDA 954 186 675 42 418 112 (6) 2,381
Capital expenditures 107 109 265 9 12 27 3 532

Six Months Ended June 30, 2023
Millions of dollars O&P-
Americas O&P-
EAI I&D APS Refining Technology Other Total
Sales and other operating revenues:
Customers $ 3,483 $ 5,245 $ 5,270 $ 1,951 $ 4,350 $ 254 $ — $ 20,553
Intersegment 2,052 376 74 6 299 39 (2,846) —
5,535 5,621 5,344 1,957 4,649 293 (2,846) 20,553
Income (loss) from equity investments 35 (18) (11) (1) — — — 5
EBITDA 1,220 161 898 (192) 293 152 (18) 2,514
Capital expenditures 184 119 283 31 2 32 2 653


	Three Months Ended March 31, 2024
Millions of dollars	O&P- Americas		O&P- EAI		I&D		APS		Refining		Technology		Other		Total
Sales and other operating revenues:
Customers	$	1,750	$	2,562	$	2,527	$	960	$	1,958	$	168	$	—	$	9,925
Intersegment	1,121		183		59		5		132		24		(1,524)		—
	2,871		2,745		2,586		965		2,090		192		(1,524)		9,925
Income (loss) from equity investments	9		(32)		(4)		—		—		—		—		(27)

EBITDA	521		14		312		35		55		118		(8)		1,047
Capital expenditures	177		87		140		23		25		24		7		483

2624

Table of Contents

LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)


		Six Months Ended June 30, 2022
	Three Months Ended March 31, 2023																								Three Months Ended March 31, 2023
Millions of dollars	Millions of dollars	O&P– Americas		O&P– EAI		I&D		APS		Refining		Technology		Other		Total		Millions of dollars	O&P– Americas	O&P– EAI	I&D	APS	Refining	Technology		Other	Total
Sales and other operating revenues:	Sales and other operating revenues:
Customers	Customers	$	5,163	$	7,322	$	6,990	$	2,248	$	5,961	$	311	$	—	$	27,995
Customers
Customers
Intersegment	Intersegment	2,809		501		115		4		547		64		(4,040)		—
		7,972		7,823		7,105		2,252		6,508		375		(4,040)		27,995
	2,808
Income (loss) from equity investments	Income (loss) from equity investments	62		—		(11)		—		—		—		—		51

EBITDA	EBITDA	1,893		400		1,221		113		566		215		(7)		4,401
EBITDA
EBITDA
Impairments
Capital expenditures	Capital expenditures	242		198		428		24		26		56		4		978

Acquisition of Joint Venture—In January 2024, we entered into an agreement to acquire a 35% interest in Saudi Arabia-based National Petrochemical Industrial Company (“NATPET”) from Alujain Corporation for approximately $500 million. The ~~following assets are summarized and reconciled~~transaction is expected to ~~consolidated totals~~close in the ~~following table:~~coming months and is subject to regulatory and other customary closing conditions. The joint venture will be included prospectively within our O&P-EAI segment.

Millions of dollars O&P-
Americas O&P-
EAI I&D APS Refining Technology Total
June 30, 2023
Property, plant and equipment, net $ 6,364 $ 1,997 $ 5,771 $ 630 $ 144 $ 502 $ 15,408
Equity investments 2,033 1,574 543 2 — — 4,152
December 31, 2022
Property, plant and equipment, net $ 6,378 $ 1,880 $ 5,728 $ 636 $ 255 $ 510 $ 15,387
Equity investments 2,053 1,655 585 2 — — 4,295
Houston Refinery Operations—Costs incurred for the planned exit from the refinery business are as follows:


	Three Months Ended March 31,			Inception to Date March 31,
Millions of dollars		2024		2023		2024
Accelerated lease amortization costs		$	8	$	51	$	209
Personnel costs		6		16		146
Asset retirement obligation accretion		2		2		13
Asset retirement cost depreciation		20		55		189
Refinery exit costs		$	36	$	124	$	557

Total costs incurred since our decision to exit the refining business through March 31, 2024, were $557 million. Our estimate of total exit costs, inclusive of costs incurred to date, ranges from $560 million to $1,050 million.

In subsequent periods, we expect to incur additional costs primarily consisting of accelerated amortization of operating lease assets of $10 million to $50 million, personnel costs of $15 million to $90 million and other charges of $40 million to $90 million.

In connection with the planned exit from the refinery business, we recorded liabilities for asset retirement obligations of $262 million as of March 31, 2024. We estimate that the Houston refinery’s asset retirement obligations are in the range of $150 million to $450 million.

Segment Structure Changes and Related Goodwill Impairment—Effective January 1, 2023, our Catalloy and polybutene-1 businesses were moved from our APS segment and reintegrated into our O&P-Americas and O&P-EAI segments. Accordingly, on January 1, 2023, we allocated goodwill from our APS segment to our O&P-Americas and O&P-EAI segments of $315 million and $269 million, respectively, based on the relative fair values of the businesses that were reintegrated compared to the fair value of the APS segment.

As of December 31, 2022, goodwill included in our APS reporting unit was $1,370 million, the majority of which related to the 2018 acquisition of A. Schulman. As of December 31, 2022, a large portion of the APS reporting unit’s fair value was derived from our ~~Catalloy~~ and polybutene-1 businesses, which had disproportionately low carrying values in comparison to the remaining assets of the reporting unit, which had relatively higher carrying values due to the 2018 purchase price allocation associated with the acquisition of A. Schulman. As a result of the reallocation of goodwill and the change in both fair value and carrying value among reporting units, we recognized a non-cash goodwill impairment charge of $252 million in the first quarter of 2023 in our APS segment. Fair values were determined utilizing a discounted cash flow method under the income approach and assumptions including management’s view on long-term growth rates in our industry, discount rates and other assumptions based on a market participant perspective, which are inherently subjective. The fair value of the reporting unit is Level 3 within the fair value hierarchy. The charge is reflected as Impairments in our Consolidated Statements of Income.

~~Exit of Houston Refinery Operations—~~In April 2022 we announced our decision to cease operation of our Houston refinery no later than the end of 2023 after determining that exiting the refining business is our best strategic and financial path forward. In May 2023 we announced our decision to extend the operations of our Houston refinery to no later than the end of the first quarter of 2025. Favorable inspections and consistent performance have given us confidence to continue safe and reliable operations. The extension will minimize workforce impacts as we continue to develop future options for the site and will enable a smoother transition between the shutdown and the implementation of the retrofitting and circular projects.

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LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

~~Costs incurred for the planned exit from the refinery business are as follows:~~

Millions of dollars Three Months Ended
June 30, 2023 Six Months Ended
June 30, 2023
Accelerated lease amortization costs $ 38 $ 89
Personnel costs 27 43
Asset retirement obligation accretion 2 4
Asset retirement cost depreciation 44 99
Refinery exit costs $ 111 $ 235

In subsequent periods, we expect to incur additional costs primarily consisting of accelerated amortization of operating lease assets of $20 million to $80 million, personnel costs of $50 million to $125 million and other charges of $50 million to $100 million. Additionally, we estimate that the Houston refinery’s asset retirement obligations are in the range of $150 million to $450 million. As of June 30, 2023, we recorded asset retirement obligations of $255 million representing our best estimate. We do not anticipate any material cash payments related to the exit of the refinery business to be made in 2023.

~~Disposal of Australia Facility—~~In the second quarter of 2022 we sold our ownership interest in our polypropylene manufacturing facility located in Geelong, Australia, LyondellBasell Australia (Holdings) Pty Ltd, for consideration of $38 million. In connection with this sale, we assessed the net assets of the disposal group for impairment and determined that the carrying value exceeded the fair value less costs to sell. As a result, we recognized a non-cash impairment charge in the second quarter of 2022 of $69 million in the operating results of our O&P-EAI segment. The fair value measurement for the disposal group is based on expected consideration and classified as Level 3 within the fair value hierarchy. The charge is reflected as Impairments in our Consolidated Statements of Income.

A reconciliation of EBITDA to Income from continuing operations before income taxes is shown in the following table for each of the periods presented:




		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended March 31,
Millions of dollars	Millions of dollars	2023		2022		2023		2022		Millions of dollars		2024	2023
EBITDA:	EBITDA:
Total segment EBITDA	Total segment EBITDA	$	1,395	$	2,387	$	2,532	$	4,408
Total segment EBITDA
Total segment EBITDA
Other EBITDA	Other EBITDA	(12)		(6)		(18)		(7)
Less:	Less:
Depreciation and amortization expense
Depreciation and amortization expense
Depreciation and amortization expense	Depreciation and amortization expense	(391)		(304)		(787)		(615)
Interest expense	Interest expense	(115)		(58)		(231)		(132)
Add:	Add:
Interest income	Interest income	28		4		51		6
Interest income
Interest income
Income from continuing operations before income taxes	Income from continuing operations before income taxes	$	905	$	2,023	$	1,547	$	3,660

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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 ~~our~~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.”).

~~Effective January 1, 2023,~~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 ~~Catalloy~~ ~~and polybutene-1 businesses were moved from the Advanced Polymer Solutions (“APS”) segment and reintegrated into the~~local assets for both our Olefins ~~and Polyolefins-Americas (“O&P-Americas”) and Olefins and Polyolefins-Europe,~~& Polyolefins Europe, Asia, International ~~(“O&P-EAI”)~~and Intermediates & Derivatives segments. ~~This move will allow the APS team~~Globally, tepid demand for durable goods continued to ~~focus on~~challenge volumes and margins for polypropylene and propylene oxide.

We remain committed to our ~~compounding~~balanced and solutions business, and to develop a more agile operating model with meaningful regional and segment growth strategies. The segment information provided herein has been revised for all periods presented to reflect these changes.

~~OVERVIEW~~

~~Excluding the impacts of the first quarter 2023 APS goodwill impairment, results for the second quarter of 2023 compared to~~disciplined capital allocation strategy. During the first quarter of ~~2023 were relatively unchanged. Our O&P-Americas~~2024 we used $114 million of cash for operating activities, invested $483 million in capital expenditures and ~~O&P-EAI segment results improved due~~returned $408 million to modest margin improvements driven by lower feedstock costs. Our I&D segment results improved primarily due to incremental volume driven by improved demand and production from our new PO/TBA plant which was largely offset by planned maintenance at our existing assets. These improvements were offset by a decline in refining marginsshareholders through dividend payments. The use of cash for operating activities during the ~~quarter.~~

~~During the first six months of 2023 our results decreased compared to the first six months of 2022. Global olefins and polyolefins margins decreased primarily~~quarter was due to a ~~decline~~build in ~~average sales~~working capital primarily driven by higher volumes and prices ~~resulting~~ in ~~lower O&P-Americas and O&P-EAI segment results. Our I&D segment results decreased due to unfavorable margins across~~ most ~~businesses partially offset by volume increases for oxyfuels. Refining results declined as a result~~ of ~~decreased margins and unplanned downtime~~our segments. Additionally, in the first quarter of ~~2023.~~

~~During the first six months~~2024, we successfully issued $750 million of ~~2023 we generated $1,772 million in cash from operating activities. We remain committed~~guaranteed notes to refinance our 2024 maturity at a disciplined approach to capital allocation, spending $653 million for capital expenditures and returning $967 million to shareholders through dividends and share repurchases. We continue to explore strategic options for our U.S. Gulf Coast-based ethylene oxide & derivatives (“EO&D”) business.lower rate.

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


		Three Months Ended				Six Months Ended
		Three Months Ended
		Three Months Ended
		Three Months Ended
		June 30,		March 31,		June 30,		June 30,			March 31,	December 31,	March 31,
Millions of dollars	Millions of dollars	2023		2023		2023		2022		Millions of dollars	2024	2023	2023
Sales and other operating revenues	Sales and other operating revenues	$	10,306	$	10,247	$	20,553	$	27,995
Cost of sales	Cost of sales	8,868		8,864		17,732		23,403
Impairments	Impairments	—		252		252		69
Selling, general and administrative expenses	Selling, general and administrative expenses	395		385		780		657
Research and development expenses	Research and development expenses	32		33		65		64
Operating income	Operating income	1,011		713		1,724		3,802
Interest expense	Interest expense	(115)		(116)		(231)		(132)
Interest income	Interest income	28		23		51		6
Other (expense) income, net		(7)		5		(2)		(67)
Other income (expense), net
(Loss) income from equity investments	(Loss) income from equity investments	(12)		17		5		51
Income from continuing operations before income taxes	Income from continuing operations before income taxes	905		642		1,547		3,660
Provision for income taxes		188		167		355		694
Provision for (benefit from) income taxes
Income from continuing operations	Income from continuing operations	717		475		1,192		2,966
Loss from discontinued operations, net of tax	Loss from discontinued operations, net of tax	(2)		(1)		(3)		(2)
Net income	Net income	715		474		1,189		2,964
Other comprehensive income (loss), net of tax –	Other comprehensive income (loss), net of tax –
Financial derivatives	Financial derivatives	3		4		7		190

Financial derivatives
Financial derivatives
Defined benefit pension and other postretirement benefit plans	Defined benefit pension and other postretirement benefit plans	2		2		4		83
Foreign currency translations	Foreign currency translations	(31)		59		28		(186)
Total other comprehensive (loss) income, net of tax	Total other comprehensive (loss) income, net of tax	(26)		65		39		87
Comprehensive income	Comprehensive income	$	689	$	539	$	1,228	$	3,051

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RESULTS OF OPERATIONS

Revenues—Revenues ~~increased~~remained relatively unchanged in the first quarter of 2024 compared to the fourth quarter of 2023. Lower volumes driven by ~~$59~~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 1%3%, in the ~~second~~first quarter of ~~2023~~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 ~~primarily~~ by ~~increases in our I&D and Refining segments~~improved demand, resulted in ~~an 8%~~a 3% increase in revenues. Favorable foreign exchange impacts resulted in a 1% increase in revenues. Average sales prices in the second quarter of 2023 were lower for many of our products as sales prices generally correlate with crude oil prices. These lower prices resulted in an 8% decrease in revenues.

Revenues decreased by $7,442 million, or 27%, in the first six months of 2023 compared to the first six months of 2022. Average sales prices were lower for many of our products as sales prices generally correlate with crude oil prices, which decreased relative to the first six months of 2022. These lower prices led to a 25% decrease in revenues. Lower volumes driven by a decline in demand resulted in a 2% decrease in revenues.

Cost of Sales—Cost of sales ~~remained relatively unchanged~~decreased by $177 million, or 2%, in the ~~second~~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. Cost of sales decreased by $5,671 million, or 24%, in the first six months of~~ 2023, ~~compared to the first six months of 2022,~~ primarily driven by lower feedstock and energy ~~costs.~~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. During the second quarter of 2022 we recognized a non-cash impairment charge of $69 million related to the sale of our Australian polypropylene manufacturing facility. See Note 12 to our Consolidated Financial Statements for additional information.

~~SG&A Expenses~~—Selling, general and administrative (“SG&A”) expenses remained relatively unchanged in the second quarter of 2023 compared to the first quarter of 2023. SG&A expenses increased by $123 million, or 19%, in the first six months of 2023 compared to the first six months of 2022. Approximately half of the increase was attributable to higher employee-related expenses. The remaining increase was largely driven by professional fees incurred for strategic projects.

Operating Income—Operating income increased by ~~$298~~$389 million, or ~~42%~~123%, in the ~~second~~first quarter of ~~2023~~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 ~~O&P-Americas, I&D, O&P-EAI~~ and Technology segments increased by ~~$256 million, $153 million, $41 million, $33~~$260 million and $9$48 million, respectively. These increases were ~~partially~~ offset by ~~a decrease~~decreases in our Refining, ~~segment of $189 million.~~

~~Operating income decreased by $2,078 million, or 55%, in the first six months of 2023 compared to the first six months of 2022. Operating income in our O&P-Americas,~~ I&D, ~~Refining, APS,~~ O&P-EAI and ~~Technology~~O&P-Americas segments ~~decreased by $676~~of $162 million, ~~$422~~$108 million, ~~$387 million, $302 million, $233~~$32 million and ~~$68~~$15 million, respectively.

~~Interest Expense~~—Interest expense remained relatively unchanged in the second quarter of 2023 compared to the first quarter of 2023. Interest expense increased by $99 million, or 75%, in the first six months of 2023 compared to the first six months of 2022, primarily due to a decrease in capitalized interest associated with our new PO/TBA plant which started-up in the first quarter of 2023 and the impact of our fixed-for-floating interest rate swaps due to higher interest rates in current year.

~~Other Expense, net~~—Other expense, net remained relatively unchanged in the second quarter of 2023 compared to the first quarter of 2023. Other expense, net decreased by $65 million, or 97%, in the first six months of 2023 compared to the first six months of 2022, primarily as a result of pension settlements recognized in the second quarter of 2022.

~~(Loss) Income from Equity Investments~~—Income from equity investments declined by $29 million, or 171%, in the second quarter of 2023 compared to the first quarter of 2023, and by $46 million, or 90%, in the first six months of 2023 compared to the first six months of 2022. The declines were related to the lower results across our joint ventures in O&P-Americas and O&P-EAI segments driven primarily by lower margins.

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

~~Table of Contents~~

Income Taxes—Our effective income tax rate for the ~~second~~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% related to changes in pre-tax income in countries with varying statutory tax rates partially offset by fluctuations in foreign exchange gains or losses of 5.9%.

Our effective income tax rate for the first quarter of 2024 was ~~20.8%~~20.4% compared ~~with~~to 26.0% for the first quarter of 2023. The lower effective income tax rate for the second quarter of 2023 is primarily attributable to the first quarter goodwill impairment, for which there is no tax benefit, of 6.6% and the increased relative impact of exempt income due to decreased pretax income of 2.7%. These decreases were partially offset by a 4.8% increase in our effective income tax rate due to an audit settlement during the second quarter.

~~Our effective income~~ tax rate for the first ~~six months~~quarter of ~~2023 was 22.9% compared to 19.0% for the first six months of 2022. The higher effective tax rate for the first six months of 2023~~2024 was primarily due to the first quarter 2023 goodwill impairment, for which there iswas no tax benefit, of ~~2.8%~~6.6%, ~~an audit settlement during the second quarter 2023 of 2.4%, and fluctuations~~coupled with a 2.1% decrease in ~~uncertain~~our effective income tax ~~positions of 1.2%.~~rate related to changes in pre-tax income in countries with varying statutory tax rates. These ~~increases~~decreases were partially offset by a ~~2.7% decrease~~3.0% increase in our effective income tax rate due to ~~the increased relative impact~~a decrease in exempt income.

Table of ~~exempt income due to decreased pretax income.~~Contents

~~Our income tax results are discussed further in Note 8 to the Consolidated Financial Statements.~~

Comprehensive Income—Comprehensive income increased by ~~$150~~$308 million in the ~~second~~first quarter of ~~2023~~2024 compared to the ~~first~~fourth quarter of 2023, primarily due to the increase in Net income. Comprehensive income decreased by ~~$1,823~~$122 million in the first ~~six months~~quarter of ~~2023~~2024 compared to the first ~~six months~~quarter of ~~2022,~~2023, primarily due to the ~~decrease~~net unfavorable impacts of unrealized changes in ~~Net income.~~foreign currency translation adjustments. The ~~activities from the remaining~~ components of ~~Comprehensive~~Other comprehensive income (loss) are discussed below.

Financial derivatives designated as cash flow hedges, primarily our ~~forward-starting interest rate~~commodity swaps, led to an increase in Comprehensive income of $105 million in the first quarter of 2024 compared to the fourth quarter of 2023 reflecting commodity pricing volatility. Financial derivatives designated as cash flow hedges remained relatively unchanged in the ~~second~~first quarter of ~~2023~~2024 compared to the first quarter of 2023. ~~Financial derivatives designated as cash flow hedges, primarily our forward-starting interest rate swaps,~~

Defined pension and postretirement benefit plans led to ~~a decrease in~~an increase of Comprehensive income of ~~$183~~$106 million in the first ~~six months~~quarter of ~~2023~~2024 compared to the ~~first six months~~fourth quarter of ~~2022 due to periodic~~2023, as the fourth quarter of 2023 reflected annual changes in ~~the benchmark interest rates.~~

actuarial assumptions. Defined pension and ~~other~~ postretirement benefit plans remained relatively unchanged in the ~~second~~first quarter of ~~2023~~2024 compared to the first quarter of 2023. Defined pension and postretirement benefit plans led to a decrease of Comprehensive income of $79 million in the first six months of 2023 compared to the first six months of 2022, primarily due to a pre-tax pension settlement of $94 million that was reclassified from Accumulated other comprehensive loss to Other (expense) income, net, in the second quarter of 2022.

Foreign currency translations decreased Comprehensive income by ~~$90~~$191 million and $119 million in ~~the second quarter of 2023 compared to~~ the first quarter of 2023, primarily due to the weakening of the U.S. dollar relative to the euro, offset by the effective portion of our net investment hedges. Foreign currency translation increased Comprehensive income by $214 million in the first six months of 20232024 compared to the fourth and first ~~six months~~quarter of ~~2022,~~2023, respectively, primarily due to the strengthening of the U.S. dollar relative to the euro, offset by the effective portion of our net investment hedges.

~~See Notes 7 and 10 to our Consolidated Financial Statements for further discussions.~~

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Segment Analysis

We use earnings from continuing operations before interest, income taxes, and depreciation and amortization (“EBITDA”) as our measure of profitability for segment reporting purposes. This measure of segment operating results is used by our chief operating decision maker to assess the performance of and allocate resources to our operating segments. Intersegment eliminations and items that are not directly related or allocated to business operations, such as foreign exchange gains or losses and components of pension and other postretirement benefits other than service costs are included in “Other”. ~~For additional information related to our operating segments, as well as~~See the table below for a reconciliation of EBITDA to its nearest generally accepted accounting principles (“GAAP”) ~~measure,~~measure.

The following table presents the reconciliation of Net Income ~~from continuing operations before income taxes, see Note 12~~ to ~~our Consolidated Financial Statements.~~EBITDA for each of the periods presented:


	Three Months Ended
	March 31,		December 31,		March 31,
Millions of dollars	2024		2023		2023
Net income	$	473	$	185	$	474
Loss from discontinued operations, net of tax	1		1		1
Income from continuing operations	474		186		475
Provision for (benefit from) income taxes	122		(7)		167
Depreciation and amortization	365		380		396
Interest expense, net	86		80		93
EBITDA	$	1,047	$	639	$	1,131

Our continuing operations are managed through six reportable segments: O&P-Americas, O&P-EAI, I&D, APS, Refining and Technology.

Revenues and ~~the components of EBITDA~~other information by segment for the periods presented are reflected in the ~~table~~tables below:

Three Months Ended Six Months Ended
June 30, March 31, June 30, June 30,
Millions of dollars 2023 2023 2023 2022
Sales and other operating revenues:
O&P-Americas segment $ 2,727 $ 2,808 $ 5,535 $ 7,972
O&P-EAI segment 2,729 2,892 5,621 7,823
I&D segment 2,662 2,682 5,344 7,105
APS segment 960 997 1,957 2,252
Refining segment 2,459 2,190 4,649 6,508
Technology segment 154 139 293 375
Other, including intersegment eliminations (1,385) (1,461) (2,846) (4,040)
Total $ 10,306 $ 10,247 $ 20,553 $ 27,995
Operating income (loss):
O&P-Americas segment $ 524 $ 371 $ 895 $ 1,571
O&P-EAI segment 54 21 75 308
I&D segment 361 320 681 1,103
APS segment 9 (247) (238) 64
Refining segment (3) 186 183 570
Technology segment 70 61 131 199
Other, including intersegment eliminations (4) 1 (3) (13)
Total $ 1,011 $ 713 $ 1,724 $ 3,802
Depreciation and amortization:
O&P-Americas segment $ 144 $ 144 $ 288 $ 291
O&P-EAI segment 47 48 95 92
I&D segment 117 110 227 162
APS segment 24 22 46 48
Refining segment 49 61 110 2
Technology segment 10 11 21 20
Total $ 391 $ 396 $ 787 $ 615


	Three Months Ended
	March 31,		December 31,		March 31,
Millions of dollars	2024		2023		2023
Sales and other operating revenues:
O&P-Americas segment	$	2,871	2,864		$	2,808
O&P-EAI segment	2,745		2,412		2,892
I&D segment	2,586		2,661		2,682
APS segment	965		842		997
Refining segment	2,090		2,400		2,190
Technology segment	192		152		139
Other, including intersegment eliminations	(1,524)		(1,402)		(1,461)
Total	$	9,925	$	9,929	$	10,247
Operating income (loss):
O&P-Americas segment	$	356	$	444	$	371
O&P-EAI segment	(11)		(140)		21
I&D segment	212		(30)		320
APS segment	13		(17)		(247)
Refining segment	24		(13)		186
Technology segment	109		69		61
Other, including intersegment eliminations	1		2		1
Total	$	704	$	315	$	713

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		Three Months Ended				Six Months Ended
		June 30,		March 31,		June 30,		June 30,
		Three Months Ended
		Three Months Ended
		Three Months Ended
	March 31,											March 31,		December 31,		March 31,
Millions of dollars	Millions of dollars	2023		2023		2023		2022		Millions of dollars	2024		2023		2023
Income (loss) from equity investments:
Depreciation and amortization:
O&P-Americas segment	O&P-Americas segment	$	12	$	23	$	35	$	62
O&P-EAI segment		(19)		1		(18)		—
I&D segment		(5)		(6)		(11)		(11)
APS segment		—		(1)		(1)		—
Total		$	(12)	$	17	$	5	$	51
Other (expense) income, net:
O&P-Americas segment
O&P-Americas segment	O&P-Americas segment	$	(1)	$	3	$	2	$	(31)
O&P-EAI segment	O&P-EAI segment	2		7		9		—
I&D segment	I&D segment	(1)		2		1		(33)
APS segment	APS segment	1		—		1		1
Refining segment	Refining segment	1		(1)		—		(6)
Technology segment	Technology segment	(1)		1		—		(4)
Other, including intersegment eliminations		(8)		(7)		(15)		6
Total	Total	$	(7)	$	5	$	(2)	$	(67)
EBITDA:
O&P-Americas segment		$	679	$	541	$	1,220	$	1,893
O&P-EAI segment		84		77		161		400
I&D segment		472		426		898		1,221
APS segment		34		(226)		(192)		113
Refining segment		47		246		293		566
Technology segment		79		73		152		215
Other, including intersegment eliminations		(12)		(6)		(18)		(7)
Total		$	1,383	$	1,131	$	2,514	$	4,401





Income (loss) from equity investments:
O&P-Americas segment	$	9	$	8	$	23
O&P-EAI segment	(32)		(34)		1
I&D segment	(4)		(5)		(6)
APS segment	—		—		(1)
Total	$	(27)	$	(31)	$	17
Other income (expense), net:
O&P-Americas segment	$	5	$	—	$	3
O&P-EAI segment	5		(10)		7
I&D segment	4		(2)		2
APS segment	2		1		—
Refining segment	—		—		(1)
Technology segment	(2)		—		1
Other, including intersegment eliminations	(9)		(14)		(7)
Total	$	5	$	(25)	$	5
EBITDA:
O&P-Americas segment	$	521	$	604	$	541
O&P-EAI segment	14		(125)		77
I&D segment	312		73		426
APS segment	35		12		(226)
Refining segment	55		10		246
Technology segment	118		77		73
Other, including intersegment eliminations	(8)		(12)		(6)
Total	$	1,047	$	639	$	1,131

Table of Contents

Olefins and ~~Polyolefin-Americas~~Polyolefins-Americas Segment

Overview—EBITDA decreased in the ~~second~~first quarter of 2024 compared to the fourth quarter of 2023, ~~increased compared~~primarily due to the absence of a LIFO inventory valuation benefit recognized in the fourth quarter of 2023. EBITDA decreased in the first quarter of 2024 relative to the first quarter of 2023 driven by ~~improvements in polyolefin margins. EBITDA~~lower income from equity investments and decreased ~~in the first six months of 2023 relative to the first six months of 2022 primarily driven by lower~~polymer margins.

Ethylene Raw Materials—Ethylene and its co-products are produced from two major raw material groups:

•natural gas liquids (“NGLs”), principally ethane and propane, the prices of which are generally affected by natural gas prices; and

•crude oil-based liquids (“liquids” or “heavy liquids”), including naphtha, condensates and gas oils, the prices of which are generally related to crude oil prices.

We have flexibility to vary the raw material mix and process conditions in our U.S. olefins plants in order to maximize profitability as market prices fluctuate for both feedstocks and products. Although prices of crude-based liquids and natural gas liquids are generally related to crude oil and natural gas prices, during specific periods the relationships among these materials and benchmarks may vary significantly. ~~In the second and first quarter of 2023, and the first six months of 2023 and 2022,~~Ethane represented approximately ~~70% to 80%~~75% of the raw materials used in our North American crackers ~~was ethane.~~

~~Table~~during the first quarter of ~~Contents~~

2024 and the fourth quarter of 2023 and, approximately 65% in the first quarter of 2023.

The following table sets forth selected financial information for the O&P-Americas segment including Income from equity investments, which is a component of EBITDA:


		Three Months Ended				Six Months Ended
		Three Months Ended
		Three Months Ended
		Three Months Ended
		June 30,		March 31,		June 30,		June 30,			March 31,	December 31,	March 31,
Millions of dollars	Millions of dollars	2023		2023		2023		2022		Millions of dollars	2024	2023	2023
Sales and other operating revenues	Sales and other operating revenues	$	2,727	$	2,808	$	5,535	$	7,972
Income from equity investments	Income from equity investments	12		23		35		62
EBITDA	EBITDA	679		541		1,220		1,893

Revenue—Revenues for our O&P-Americas segment ~~decreased~~remained relatively unchanged in the first quarter of 2024 compared to the fourth quarter of 2023 and increased by ~~$81~~$63 million, or 3%2%, in the ~~second~~first quarter of ~~2023~~2024 compared to the first quarter of 2023.

First quarter of 2024 versus fourth quarter of 2023 ~~and~~—Revenue increased by ~~$2,437 million, or 31%,~~8% as a result of higher polymer average sales prices driven by supply disruptions caused by unusually cold temperatures in the ~~first six months of 2023 compared~~Gulf Coast. Lower sales volume driven by planned and unplanned outages led to ~~the first six months of 2022.~~an 8% decrease in revenue.

~~Second~~First quarter of ~~2023~~2024 versus first quarter of 2023—~~Revenue decreased by 6% as a result of lower average sales prices driven by lower demand.~~ Higher co-product and polyethylene volumes resulted in a ~~revenue~~3% increase ~~of 3% primarily driven by higher propylene and polypropylene sales and improved ethylene operating rates.~~

~~First six months of 2023 versus first six months of 2022—Lower average sales prices across all products resulted in a 30% decrease~~ in revenue primarily driven by increased ~~market supply.~~demand. Lower ~~volumes~~average polymer sales prices resulted in a 1% decrease in revenue.

EBITDA—EBITDA ~~increased~~decreased by ~~$138~~$83 million, or ~~26%~~14%, in the ~~second~~first quarter of 2024 compared to the fourth quarter of 2023 and by $20 million, or 4%, in the first quarter of 2024 compared to the first quarter of ~~2023 and decreased by $673 million, or 36%, in the first six months of 2023 compared to the first six months of 2022.~~2023.

~~Second~~First quarter of ~~2023~~2024 versus ~~first~~fourth quarter of 2023—~~Higher polyethylene results led to~~During the fourth quarter of 2023 we recognized a $73 million LIFO inventory benefit. The absence of a similar benefit in the first quarter of 2024 resulted in a 12% increase in EBITDA due to higher margins driven by lower monomer and freight costs. Higher polypropylene results led to a 5% increase in EBITDA driven by higher margins resulting from lower propylene cost.

~~First six months of 2023 versus first six months of 2022—Lower polyethylene results led to a 16%~~ decrease in ~~EBITDA primarily driven by lower margins as a result of lower average sales prices.~~EBITDA. Lower ~~polypropylene results led to a 14% decrease in EBITDA driven by a decrease in margin as a result of lower prices due to increased industry capacity and lower demand. Lower olefins~~olefin results led to an 8% decrease in EBITDA due to lower ~~margins~~volumes from planned and unplanned outages. Higher polymer results led to a 5% increase in EBITDA primarily driven by ~~a decline~~an increase in ~~the~~polyethylene margins due to higher average sales ~~price~~prices and lower ethylene costs.

Table of ~~ethylene partially offset~~Contents

First quarter of 2024 versus first quarter of 2023—Lower income from equity investments led to a 2% decrease in EBITDA mainly attributable to lower polypropylene margins at our joint venture in Mexico. Lower polymer results led to a 2% decrease in EBITDA primarily driven by lower ~~feedstock costs.~~margins.

Olefins and ~~Polyolefin-Europe,~~Polyolefins-Europe, Asia, International Segment

Overview—EBITDA increased in the ~~second~~first quarter of 2024 compared to the fourth quarter of 2023, ~~compared~~due to higher volumes and margins across most businesses. EBITDA decreased in the first quarter of 2024 relative to the first quarter of 2023 primarily due to ~~improved olefins margins, partially offset by lower polymers margins and lower~~a decrease in income from equity ~~investments. EBITDA decreased in the first six months of 2023 relative to the first six months of 2022 primarily as a result of~~investments and lower ~~polymers~~polymer margins.

~~Quality Circular Polymers—~~In April 2023, we acquired the remaining 50% interest in Quality Circular Polymers (“QCP”). As a result of the acquisition, QCP became a wholly owned subsidiary and is included in our O&P-EAI consolidated results prospectively after the acquisition date.

Ethylene Raw Materials—In Europe, naphtha is the primary raw material for our ethylene production and represented approximately 65% to 70% of the raw materials used in the ~~second and~~ first quarter of ~~2023,~~2024, and the fourth and first ~~six months~~quarters of ~~2023 and 2022.~~2023.

~~Table of Contents~~

The following table sets forth selected financial information for the O&P-EAI segment including ~~Income (loss)~~(Loss) income from equity investments, which is a component of EBITDA:


		Three Months Ended				Six Months Ended
		Three Months Ended
		Three Months Ended
		Three Months Ended
		June 30,		March 31,		June 30,		June 30,			March 31,	December 31,	March 31,
Millions of dollars	Millions of dollars	2023		2023		2023		2022		Millions of dollars	2024	2023	2023
Sales and other operating revenues	Sales and other operating revenues	$	2,729	$	2,892	$	5,621	$	7,823
(Loss) income from equity investments	(Loss) income from equity investments	(19)		1		(18)		—
EBITDA	EBITDA	84		77		161		400

Revenue—Revenues ~~decreased~~increased by ~~$163~~$333 million, or 6%14%, in the ~~second~~first quarter of 2024 compared to the fourth quarter of 2023 and decreased by $147 million, or 5%, in the first quarter of 2024 compared to the first quarter of ~~2023 and by $2,202 million, or 28%, in the first six months of 2023 compared to the first six months of 2022.~~2023.

~~Second~~First quarter of 2024 versus fourth quarter of 2023—Higher volumes resulted in a revenue increase of 11% primarily due to an increase in demand. Higher average sales prices resulted in a 2% increase in revenue reflecting increased demand from the impacts of the Red Sea logistics disruption which restricted competitive imports and increased restocking activities. Favorable foreign exchange impacts resulted in a revenue increase of 1%.

First quarter of 2024 versus first quarter of 2023—Lower average sales prices ~~resulted in a 6% decrease in revenue as sales prices generally correlate with crude oil prices, which on average, decreased compared to the first quarter of 2023. Lower~~and volumes resulted in a ~~revenue~~ decrease of ~~2% primarily~~6% and 1%, respectively, due to ~~a decline in~~lower demand. Favorable foreign exchange impacts resulted in a revenue increase of 2%.

~~First six months of 2023 versus first six months of 2022~~—Lower average sales prices resulted in a 24% decrease in revenue as sales prices generally correlate with crude oil prices, which on average, decreased compared to the first six months of 2022. Lower volumes resulted in a revenue decrease of 3% primarily due to a decline in demand. Unfavorable foreign exchange impacts resulted in a revenue decrease of 1%.

EBITDA—EBITDA increased by $7$139 million, or 9%111%, in the ~~second~~first quarter of 2024 compared to the fourth quarter of 2023 and decreased by $63 million, or 82%, in the first quarter of 2024 compared to the first quarter of 2023.

First quarter of 2024 versus fourth quarter of 2023—During the fourth quarter of 2023 ~~and decreased by $239 million, or 60%,~~we recognized a non-cash impairment charge of $38 million. The absence of a similar charge in the first ~~six months~~quarter of ~~2023 compared to~~2024 resulted in a 30% increase in EBITDA. First quarter 2024 logistic disruptions in the ~~first six months of 2022.~~Red Sea resulted in higher demand for our products. This drove a 54% increase in EBITDA in our polymer results and a 38% increase in olefins results primarily driven by higher volumes.

~~Second~~First quarter of ~~2023~~2024 versus first quarter of 2023—Higher olefins results led to an 88% increase in EBITDA primarily driven by higher cracker margins as a result of lower feedstock and energy costs. Lower polyolefins results led to a 56% decrease in EBITDA primarily driven by lower margins due to decreased demand as European markets remain challenging, especially for durable goods. A decrease in income from our equity investments led to a decline in EBITDA of ~~25% mainly attributable~~42% due to the absence of a gain on sale of asset recognized by one of our joint ventures in Europe in the first quarter of 2023.

~~First six months of 2023 versus first six months of 2022~~—Lower polymer results led to a ~~91%~~27% decrease in EBITDA primarily driven by decreased margins resulting from lower ~~average sales~~product prices ~~reflecting~~due to weak demand. Higher olefins results led to a 17% increase in EBITDA, which was primarily driven by higher volumes resulting from the absence of planned and unplanned downtime. In the second quarter of 2022, we recognized a $69 million non-cash impairment charge in conjunction with the sale of our polypropylene manufacturing facility located in Australia. The absence of a similar charge in the first six months of 2023 resulted in a 17% increase in EBITDA.

3634

Table of Contents

Intermediates and Derivatives Segment

Overview—~~EBITDA increased~~During the fourth quarter of 2023 we recognized a non-cash impairment related to our European PO joint venture and LIFO inventory valuation charges. Similar charges were not recognized in the ~~second~~first quarter of ~~2023~~2024. EBITDA decreased in the first quarter of 2024 compared to the first quarter of 2023, primarily ~~driven by volume improvements for oxyfuels and related products. EBITDA decreased in the first six months of 2023 compared~~due to the first six months of 2022, primarily driven by a decrease in margins for propylene oxide and derivatives and intermediate chemicals, partially offset by volume improvements for oxyfuels and related products.lower results across most businesses.

The following table sets forth selected financial information for the I&D segment including ~~Income (loss)~~Loss from equity investments, which is a component of EBITDA:


		Three Months Ended				Six Months Ended
		Three Months Ended
		Three Months Ended
		Three Months Ended
		June 30,		March 31,		June 30,		June 30,			March 31,	December 31,	March 31,
Millions of dollars	Millions of dollars	2023		2023		2023		2022		Millions of dollars	2024	2023	2023
Sales and other operating revenues	Sales and other operating revenues	$	2,662	$	2,682	$	5,344	$	7,105
Loss from equity investments	Loss from equity investments	(5)		(6)		(11)		(11)
EBITDA	EBITDA	472		426		898		1,221

Revenue—Revenues decreased by ~~$20~~$75 million, or 1%3%, in the ~~second~~first quarter of 2024 compared to the fourth quarter of 2023 and by $96 million, or 4%, in the first quarter of 2024 compared to the first quarter of ~~2023 and decreased by $1,761 million, or 25%, in the first six months of 2023 compared to the first six months of 2022.~~2023.

~~Second~~First quarter of 2024 versus fourth quarter of 2023—Sales volumes decreased due to unplanned downtime resulting in a 7% decrease in revenue. Higher average sales prices resulted in a 4% increase in revenue driven primarily by intermediate chemicals products resulting from tight market supply.

First quarter of 2024 versus first quarter of 2023—Lower average sales prices resulted in a ~~12%~~9% decrease in revenue driven by ~~propylene oxide~~oxyfuels and ~~derivatives~~related products as a result of lower ~~demand.~~gasoline premiums. Sales volumes ~~improved~~increased resulting in a ~~10%~~4% increase in revenue ~~driven by driven by improved demand.~~due to additional PO/TBA capacity. Favorable foreign exchange impacts resulted in a 1%revenue increase ~~in revenue.~~

~~First six months~~ of ~~2023 versus first six months of 2022—Lower average sales prices resulted in a 24% decrease in revenue driven by lower pricing as a result of lower demand. Sales volumes decreased resulting in a~~ 1% ~~reduction in revenue due to lower demand and planned maintenance.~~.

EBITDA—EBITDA increased by ~~$46~~$239 million, or ~~11%~~327%, in the ~~second~~first quarter of 2024 compared to the fourth quarter of 2023 and decreased by $114 million, or 27%, in the first quarter of 2024 compared to the first quarter of 2023.

First quarter of 2024 versus fourth quarter of 2023—During the fourth quarter of 2023, we recognized a non-cash impairment charge related to our equity investment in the European PO joint venture and ~~decreased by $323~~LIFO inventory valuation charges of $192 million ~~or 26%,~~and $97 million, respectively. The absence of similar charges in the first ~~six months~~quarter of ~~2023 compared to the first six months of 2022.~~2024 resulted in an increase in EBITDA.

~~Second~~First quarter of ~~2023~~2024 versus first quarter of 2023—Intermediate chemicals results declined, resulting in a 10% decrease in EBITDA ~~improved 23% as a result of higher oxyfuels and related products volumes~~primarily driven by ~~strong demand.~~lower volumes from unplanned acetyls downtime. Propylene oxide and derivatives results drove a ~~13% decrease in EBITDA driven equally by lower volumes and margins as a result of weak demand.~~

~~First six months of 2023 versus first six months of 2022—Propylene oxide and derivatives results drove a 25%~~9% decrease in EBITDA as ~~margins declined due to~~ lower ~~demand. Intermediate chemicals results declined, resulting in an 18% decrease in EBITDA, primarily driven by lower margins as higher market supply drove average sales prices down. Improved~~demand pressured margins. Lower oxyfuels and related products results led to an EBITDA ~~increase~~decrease of ~~10% as volumes increased as a result of strong demand.~~3% driven primarily by lower margins due to lower blend premiums.

3735

Table of Contents

Advanced Polymer Solutions Segment

Overview—EBITDA increased in the ~~second~~first quarter of 2024 relative to the fourth quarter of 2023 ~~relative~~primarily due to higher sales volumes. During the first quarter of 2023 ~~and decreased in the first six months of 2023 compared to the first six months of 2022 primarily due to the recognition of~~we recognized a non-cash goodwill impairment charge inof $252 million, no similar charges were recognized during the first quarter of ~~2023.~~2024.

The following table sets forth selected financial information for the APS segment including ~~Income (loss)~~Loss from equity investments, which is a component of EBITDA:


		Three Months Ended				Six Months Ended
		Three Months Ended
		Three Months Ended
		Three Months Ended
		June 30,		March 31,		June 30,		June 30,			March 31,	December 31,	March 31,
Millions of dollars	Millions of dollars	2023		2023		2023		2022		Millions of dollars	2024	2023	2023
Sales and other operating revenues	Sales and other operating revenues	$	960	$	997	$	1,957	$	2,252
Loss from equity investments	Loss from equity investments	—		(1)		(1)		—
EBITDA	EBITDA	34		(226)		(192)		113

Revenue—Revenues ~~decreased~~increased by ~~$37~~$123 million, or 4%15%, in the ~~second~~first quarter of 2024 compared to the fourth quarter of 2023 and decreased by $32 million, or 3%, in the first quarter of 2024 compared to the first quarter of ~~2023 and by $295 million, or 13%, in the first six months of 2023 compared to the first six months of 2022.~~2023.

~~Second~~First quarter of ~~2023~~2024 versus ~~first~~fourth quarter of 2023—Sales volumes ~~decreased~~increased resulting in a ~~3% decrease~~12% increase in revenue stemming from ~~lower~~higher demand. Average sales ~~prices decreased~~price increased resulting in a 2% ~~decrease~~increase in revenue. Favorable foreign exchange impacts resulted in a revenue increase of 1%.

First ~~six months~~quarter of ~~2023~~2024 versus first ~~six months~~quarter of ~~2022~~2023—Average sales price decreased resulting in an 8% decrease in revenue. Sales volumes ~~decreased~~increased resulting in a 4% ~~decrease~~increase in revenue ~~stemming from lower~~due to higher demand. ~~Unfavorable~~Favorable foreign exchange impacts resulted in a revenue ~~decrease~~increase of 1%.

EBITDA—EBITDA increased by ~~$260~~$23 million or 192% in the first quarter of 2024 compared to the fourth quarter of 2023 and by $261 million or 115% in the ~~second~~first quarter of ~~2023~~2024 compared to the first quarter of ~~2023 and decreased by $305 million or 270% in the first six months of 2023 compared to the first six months of 2022.~~2023.

~~Second~~First quarter of 2024 versus fourth quarter of 2023—EBITDA increased primarily due to higher volumes as a result of seasonal demand.

First quarter of 2024 versus first quarter of 2023—During the first quarter of 2023 we recognized a non-cash goodwill impairment charge of $252 million 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. The absence of a similar charge in the second quarter of 2023 resulted in a 112% increase in EBITDA when compared to the first quarter of 2023. See Note 12 to our Consolidated Financial Statements for additional information.

~~First six months of 2023 versus first six months of 2022~~—Margins in the first six months of 2023 decreased compared to the first six months of 2022, primarily due to sales prices decreasing more than production and raw material costs, resulting in a 27% decrease in EBITDA. Lower volumes resulted in a 26% decrease in EBITDA as a result of a decrease in demand. The remaining decrease was primarily due to the recognition of the non-cash goodwillthis impairment charge in the first quarter of ~~2023, discussed above.~~

2024 was the primary driver for the improved EBITDA results.

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Table of Contents

Refining Segment

Overview—EBITDA increased in the first quarter of 2024 compared to the fourth quarter of 2023 due to the absence of a LIFO inventory valuation charge recognized in the fourth quarter of 2023, partially offset by a decrease in margins as the impact of commodity hedges more than offset improvement in Maya 2-1-1 margins. EBITDA decreased in the ~~second~~first quarter of ~~2023~~2024 compared to the first quarter of 2023 primarily due to lower margins. EBITDA decreased in the first six months of 2023 compared to the first six months of 2022 due to lower margins, unplanned downtime and costs incurred related to the planned exit from the refining business.

The following table sets forth selected financial information and heavy crude oil processing rates for the Refining segment and the U.S. refining market margins for the applicable periods. “Brent” is a light sweet crude oil and is one of the main benchmark prices for purchases of oil worldwide. “Maya” is a heavy sour crude oil grade produced in Mexico that is a relevant benchmark for heavy sour crude oils in the U.S. Gulf Coast market. References to industry benchmarks for refining market margins are to industry prices reported by Platts, a division of S&P Global.


		Three Months Ended				Six Months Ended
		Three Months Ended
		Three Months Ended
		Three Months Ended
		June 30,		March 31,		June 30,		June 30,			March 31,	December 31,	March 31,
Millions of dollars	Millions of dollars	2023		2023		2023		2022		Millions of dollars	2024	2023	2023
Sales and other operating revenues	Sales and other operating revenues	$	2,459	$	2,190	$	4,649	$	6,508
EBITDA	EBITDA	47		246		293		566

Thousands of barrels per day	Thousands of barrels per day
Thousands of barrels per day
Thousands of barrels per day
Heavy crude oil processing rates
Heavy crude oil processing rates
Heavy crude oil processing rates	Heavy crude oil processing rates	245		226		236		254

Market margins, dollars per barrel	Market margins, dollars per barrel
Market margins, dollars per barrel
Market margins, dollars per barrel
Brent - 2-1-1
Brent - 2-1-1
Brent - 2-1-1	Brent - 2-1-1	$	25.11	$	29.44	$	27.27	$	35.08
Brent - Maya differential	Brent - Maya differential	14.34		19.39		16.87		8.25
Total Maya 2-1-1	Total Maya 2-1-1	$	39.45	$	48.83	$	44.14	$	43.33

Revenue—Revenues ~~increased~~decreased by ~~$269~~$310 million, or ~~12%~~13%, in the ~~second~~first quarter of 2024 compared to the fourth quarter of 2023 and by $100 million, or 5%, in the first quarter of 2024 compared to the first quarter of ~~2023 and decreased by $1,859 million, or 29%, in the first six months of 2023 compared to the first six months of 2022.~~2023.

~~Second~~First quarter of ~~2023~~2024 versus ~~first~~fourth quarter of 2023—~~Sales volumes increased resulting in an 18% increase in revenue due to the absence of unplanned downtime in the second quarter of 2023.~~ Lower product prices led to a revenue decrease of 6%9% due to an average Brent crude oil price decrease of approximately ~~$4.20~~$0.84 per barrel.

Lower sales volumes due to planned and unplanned outages led to a 4% decline in revenue.

First ~~six months~~quarter of ~~2023~~2024 versus first ~~six months~~quarter of ~~2022~~2023—Lower product prices led to a revenue decrease of ~~27%~~8% due to anlower average ~~Brent crude oil price decrease of approximately $24.47 per barrel.~~sales prices reflecting lower margins on refined products. Sales volumes ~~decreased resulting~~were higher in the first quarter of 2024 as the first quarter of 2023 includes the effects of rebuilding inventory levels following the fourth quarter of 2022 unplanned downtime. This volume variance resulted in a ~~2% decrease~~3% increase in ~~revenue due to slightly lower operating rates.~~

revenue.

EBITDA—EBITDA ~~decreased~~increased by ~~$199~~$45 million, or ~~81%~~450%, in the ~~second~~first quarter of 2024 compared to the fourth quarter of 2023 and decreased by $191 million, or 78%, in the first quarter of 2024 compared to the first quarter of 2023.

First quarter of 2024 versus fourth quarter of 2023—During the fourth quarter of 2023 ~~and by $273~~we recognized LIFO inventory charges of $42 million, ~~or 48%,~~no similar charges were recognized in the first ~~six months~~quarter of ~~2023 compared~~2024. Margin changes resulted in an EBITDA decrease of 60% in the first quarter of 2024. Despite an increase in the Maya 2-1-1 industry crack spread of approximately $7 per barrel to $34 per barrel in the first quarter, the mark-to-market impact of our commodity hedges offset this benefit. For additional information related to our financial instruments, see Note 8 to the ~~first six months of 2022.~~Consolidated Financial Statements.

~~Second~~Table of Contents

First quarter of ~~2023~~2024 versus first quarter of 2023—Lower margins ~~resulted in~~drove a ~~99%~~90% decrease in EBITDA asprimarily due to a decrease in the Maya 2-1-1 industry crack spread ~~declined~~of approximately $9$15 per barrel ~~to $39 per barrel~~driven by lower Maya crude differential resulting from a decrease in ~~the second quarter with~~ heavy crude ~~supply tightening leading~~supply. Lower volumes due to ~~lower Maya~~planned and ~~Western Canadian Select (“WCS”) crude discounts. Higher volumes, as a result of the absence of~~ unplanned downtime ~~in the second quarter of 2023,~~ resulted in ~~an 18% increase~~a 9% decrease in EBITDA.

~~First six months of 2023 versus first six months of 2022—Costs~~ A decrease in costs incurred related to our planned exit from the refining business in the first ~~six months~~quarter of 2024 compared to the first quarter of 2023 resulted in a ~~24% decrease~~22% increase in EBITDA. Lower margin drove a 14% decrease in EBITDA primarily due to unfavorable pricing on non-Maya crude purchases and lower operating yields of refined products. EBITDA decreased 11% as a result of a decrease in volumes driven by unplanned downtime in the first quarter of 2023. See Note 12 to the Consolidated Financial Statements for additional information regarding our planned exit of the refining business.

~~Table of Contents~~

Technology Segment

Overview—EBITDA increased in the ~~second~~first quarter of 2024 compared to the fourth quarter of 2023 ~~compared~~and in the first quarter of 2024 relative to the first quarter of 2023 primarily due to ~~higher~~ licensing revenues from more contracts reaching significant milestones. EBITDA decreased in the first six months of 2023 relative to the first six months of 2022 primarily driven by lower catalyst volumes and lower licensing revenues from less contracts reaching significant milestones.results.

The following table sets forth selected financial information for the Technology segment:


		Three Months Ended				Six Months Ended
		Three Months Ended
		Three Months Ended
		Three Months Ended
		June 30,		March 31,		June 30,		June 30,			March 31,	December 31,	March 31,
Millions of dollars	Millions of dollars	2023		2023		2023		2022		Millions of dollars	2024	2023	2023
Sales and other operating revenues	Sales and other operating revenues	$	154	$	139	$	293	$	375
EBITDA	EBITDA	79		73		152		215

Revenue—Revenues increased by ~~$15~~$40 million, or ~~11%~~26%, in the ~~second~~first quarter of 2024 compared to the fourth quarter of 2023 and by $53 million, or 38%, in the first quarter of 2024 compared to the first quarter of ~~2023 and decreased by $82 million, or 22%, in the first six months of 2023 compared to the first six months of 2022.~~2023.

~~Second~~First quarter of ~~2023~~2024 versus ~~first~~fourth quarter of 2023—~~Licensing~~Higher licensing revenues ~~increased by 10% as~~resulting from more contracts ~~reached~~reaching significant milestones ~~during the quarter. Increased average~~drove a 28% increase in revenue. Favorable foreign exchange impacts increased revenue by 1%. Lower catalyst ~~sales price~~volume resulted in a ~~revenue increase of 2%. Favorable foreign exchange impact increased revenue by 2%. Lower catalyst volumes resulted in a~~ 3% ~~decrease in revenues.~~

~~First six months of 2023 versus first six months of 2022—Lower catalyst volumes resulted in a 16%~~ decrease in revenue primarily driven by weaker demand. ~~Lower licensing revenues resulting from fewer contracts reaching significant milestones drove a 6% decrease in revenue.~~

~~EBITDA—EBITDA increased by $6 million, or 8%, in the second~~First quarter of ~~2023 compared to the first quarter of 2022 and decreased by $63 million, or 29%, in the first six months of 2023 compared to the first six months of 2022.~~

~~Second quarter of 2023~~2024 versus first quarter of 2023—Higher licensing revenues resulting from more contracts reaching significant milestones drove a 30% increase in revenue. Higher catalyst volumes resulted in a 5% increase in revenue primarily driven by higher demand. Favorable foreign exchange impacts increased revenue by 2%. Higher average catalyst sales price resulted in a 1% increase in revenues.

EBITDA—EBITDA increased by $41 million, or 53%, in the first quarter of 2024 compared to the fourth quarter of 2023 and by $45 million, or 62%, in the first quarter of 2024 compared to the first quarter of 2023. Licensing results led to a ~~15%~~56% increase in ~~EBITDA. Catalyst results drove an 8% decrease~~EBITDA in ~~EBITDA equally driven by price~~the first quarter of 2024 compared to both the fourth and ~~volume declines~~first quarters of 2023, as a result of ~~lower demand.~~

~~First six months of 2023 versus first six months of 2022—Lower catalyst volumes driven by lower demand resulted in a 22% decrease in EBITDA. Lower licensing revenues from less~~more contracts with higher average values reaching significant ~~milestones resulted in a 10% decrease in EBITDA.~~milestones.

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FINANCIAL CONDITION

Operating, investing and financing activities of continuing operations, which are discussed below, are presented in the following table:


		Six Months Ended June 30,					Three Months Ended March 31,
Millions of dollars	Millions of dollars	2023		2022		Millions of dollars	2024	2023
Cash provided by (used in):	Cash provided by (used in):
Operating activities	Operating activities	$	1,772	$	3,101
Operating activities
Operating activities
Investing activities	Investing activities	(742)		(1,034)
Financing activities	Financing activities	(701)		(2,392)

Operating Activities—Cash ~~provided~~used in by operating activities of $~~1,772~~114 million in the first ~~six months~~quarter of ~~2023~~2024 primarily reflected earnings adjusted for non-cash items and cash used by the main components of working capital—Accounts receivable, Inventories, and Accounts payable.

In the first ~~six months~~quarter of ~~2023,~~2024, the main components of working capital used ~~$605~~$629 million of cash primarily driven ~~primarily~~ by increases in ~~Inventories and~~ Accounts ~~receivable. The increase in Inventories was primarily~~receivable due to ~~inventory build associated with our PO/TBA plant as well as planned and unplanned outages. The increase in Accounts receivable was primarily driven by~~ higher volumes and ~~average sales~~ prices inacross most of our ~~O&P-EAI and I&D~~ segments.

Cash provided by operating activities of ~~$3,101~~$482 million in the first ~~six months~~quarter of ~~2022~~2023 primarily reflected earnings adjusted for non-cash items and cash used by the main components of working capital.

In the first ~~six months~~quarter of ~~2022,~~2023, the main components of working capital used ~~$494~~$558 million of cash driven primarily by ~~an increase~~increases in Accounts receivable and ~~Inventories partially offset by an increase in Accounts payable.~~Inventories. The increase in Accounts receivable was ~~driven by higher revenues across most businesses~~ primarily driven by higher volumes and average sales prices in our O&P-EAI, I&D and ~~increased demand.~~APS segments. The increase in Inventories was primarily due to ~~replenishment~~inventory build associated with the timing of ~~crude and refined products inventory levels to support anticipated business demands~~the start-up of our PO/TBA plant in Houston, TX as well as ~~increased prices of certain inventory. The increase in Accounts payable was primarily driven by increased raw material costs.~~planned and unplanned outages.

Investing Activities—Capital expenditures in the first ~~six months~~quarter of ~~2023~~2024 totaled ~~$653~~$483 million compared to ~~$978~~$352 million in the first ~~six months~~quarter of ~~2022. Approximately 40% and 45% of our capital expenditures in~~2023. During the first ~~six months~~quarter of 2024 and 2023, approximately 80% and ~~2022,~~55% of the expenditures support sustaining maintenance, respectively, ~~was for profit-generating growth projects, primarily our PO/TBA plant,~~ with the remaining expenditures supporting ~~sustaining maintenance. See Note 12 to the Consolidated Financial Statements~~profit-generating growth projects. Capital expenditures in first quarter of 2023 included spending for ~~additional information regarding capital expenditures by segment.~~our PO/TBA plant.

Financing Activities—We made dividend payments totaling ~~$797~~$408 million and ~~$2,464~~$389 million in the first ~~six months~~quarter of 2024 and 2023, ~~and 2022,~~ respectively. ~~Additionally,~~We had no share repurchases in the first ~~six months~~quarter of ~~2023~~2024 and ~~2022,~~ we made payments of ~~$170 million and $262~~$70 million to repurchase outstanding ordinary shares ~~respectively.~~in the first quarter of 2023.

In ~~May 2023,~~February 2024, we issued ~~$500~~$750 million of ~~5.625%~~5.5% guaranteed notes due ~~2033.~~2034. In March 2024, we repaid the $775 million remaining of outstanding principal on our 5.75% senior notes due 2024. For additional detail see Note 67 to the Consolidated Financial Statements.

Through the repurchase and issuance of commercial paper instruments under our commercial paper program, we made net repayments of $200 million in the first six months of 2023 and received net proceeds of $105 million in the first six months of 2022.

~~In the first~~ ~~six months~~ ~~of 2022, we~~ ~~received a return of collateral of $217 million, related to the positions held with our counterparties for certain forward-starting interest rate swaps.~~

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Liquidity and Capital Resources

Overview

We plan to fund our working capital, capital expenditures, debt service, dividends and other cash requirements with our current available liquidity and cash from operations, which could be affected by general economic, financial, competitive, legislative, regulatory, business and other factors, many of which are beyond our control. Debt repayment, and the purchase of shares under our share repurchase authorization, may be funded from cash and cash equivalents, cash from ~~our~~ short-term investments, cash from operating activities, proceeds from the issuance of debt, or a combination thereof.

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As part of our overall capital allocation strategy, we plan to provide returns to shareholders in the form of dividends and share repurchases. Barring any significant or unforeseen business challenges, mergers or acquisitions, over the long-term, we are targeting shareholder returns of 70% of free cash flow, defined as net cash provided by operating activities less capital expenditures. We intend to continue to declare and pay quarterly dividends, with the goal of increasing the dividend over time, after giving consideration to our cash balances and expected results from operations. Our focus on funding our dividends while remaining committed to a strong investment grade balance sheet continues to be the foundation of our capital allocation strategy.

Cash and Liquid Investments

As of ~~June 30, 2023,~~March 31, 2024, we had Cash and cash equivalents totaling ~~$2,468~~$2,314 million, which includes ~~$965~~$1,524 million in jurisdictions outside of the U.S., the majority of which is held within the European Union and the United Kingdom. There are currently no legal or economic restrictions that would materially impede our transfers of cash.

Credit Arrangements

At ~~June 30, 2023,~~March 31, 2024, we had total debt, including current maturities, of ~~$11,612~~$11,194 million. Additionally, we had ~~$186~~$143 million of outstanding letters of credit, bank guarantees and surety bonds issued under uncommitted credit ~~facilities to support trade payables and other obligations.~~facilities.

We had total unused availability under our credit facilities of $4,150 million at ~~June 30, 2023,~~March 31, 2024, which included the following:

•$3,250 million under our $3,250 million Senior Revolving Credit Facility, which backs our $2,500 million commercial paper program. Availability under this facility is net of outstanding borrowings, outstanding letters of credit provided under the facility and notes issued under our commercial paper program. At ~~June 30, 2023,~~March 31, 2024, we had no outstanding commercial paper and no borrowings or letters of credit outstanding under this facility; and

•$900 million under our $900 million U.S. Receivables Facility. Availability under this facility is subject to a borrowing base of eligible receivables, which is reduced by outstanding borrowings and letters of credit, if any. At ~~June 30, 2023,~~March 31, 2024, we had no borrowings or letters of credit outstanding under this facility.

At any time and from time to time, we may repay or redeem our outstanding debt, including purchases of our outstanding bonds in the open market, through privately negotiated transactions or a combination thereof, in each case using cash and cash equivalents, cash from our short-term investments, cash from operating activities, proceeds from the issuance of debt or proceeds from asset divestitures. Any repayment or redemption of our debt will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. In connection with such repurchases or redemptions, we may incur cash and non-cash charges, which could be material in the period in which they are incurred.

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Share Repurchases

In May 2023, our shareholders approved a proposal to authorize us to repurchase up to 34.0 million ordinary shares, through November 19, 2024, which superseded any prior repurchase authorizations. Our share repurchase authorization does not have a stated dollar amount, and purchases may be made through open market purchases, private market transactions or other structured transactions. Repurchased shares could be retired or used for general corporate purposes, including for various employee benefit and compensation plans. 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. InThere were no share repurchases during the first ~~six months~~quarter of ~~2023, we purchased approximately 1.9 million shares under our share repurchase authorizations for $173 million.~~2024.

As of ~~August 2, 2023,~~April 24, 2024, we had approximately 33.1 million shares remaining under the current authorization. The timing and amounts of additional shares repurchased, if any, will be determined based on our evaluation of market conditions and other factors, including any additional authorizations approved by our shareholders. For additional information related to our share repurchase authorizations, see Note 1011 to the Consolidated Financial Statements.

~~Capital Budget~~

In 2023, we are planning to invest approximately $1.7 billion in capital expenditures. Approximately 70% of the 2023 budget is planned for sustaining maintenance, with the remaining budget supporting profit-generating growth projects.

~~CURRENT BUSINESS OUTLOOK~~

In the third quarter of 2023, we expect typical benefits from summer seasonality to be more than offset by soft demand due to ongoing economic uncertainty. Stagnant demand, volatile feedstock costs and new capacity in North America and China are challenging petrochemical margins. Summer demand for transportation fuels continues to support attractive oxyfuels and refining margins.

During the third quarter, we expect average operating rates of 85% for our North American olefins and polyolefins assets and 75% for our European olefins and polyolefins and I&D assets in line with global market demand. We believe current market conditions will persist amidst challenging economic conditions and a slower than expected recovery in China. As a result of the challenging economic environment, we expect our third quarter 2023 earnings will range from mid-teen to mid-twenty percentage points lower than the second quarter of 2023.

~~Value Enhancement Program~~

During 2022, we introduced our value enhancement program that is anticipated to generate approximately $575 million in recurring annual Net income improvement by the end of 2025, which, after adding back income taxes and depreciation and amortization of $140 million and $35 million, respectively, results in $750 million of EBITDA.

Our Value Enhancement Program is progressing ahead of schedule. As a result, the program's near-term target was increased by approximately 30% and is now expected to deliver $150 million of Net income and $200 million of recurring annual EBITDA by year end 2023. EBITDA excludes income taxes and depreciation and amortization of approximately $35 million and $15 million, respectively.

We estimate incurring costs of $150 million in 2023 to achieve this milestone. Net income and recurring annual EBITDA for the value enhancement program is estimated based on 2017 through 2019 mid-cycle margins and modest inflation relative to a 2021 baseline year.

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~~CRITICAL ACCOUNTING POLICIES~~CURRENT BUSINESS OUTLOOK

~~Goodwill Impairment—We evaluate~~In the ~~recoverability~~second quarter of 2024, we expect seasonal demand improvements across most of our segments. Low costs for natural gas and NGLs should continue to benefit margins for our North American and Middle East production relative to higher oil-based costs in most other regions. With the start of the ~~carrying value~~summer driving season, oxyfuels and refining margins are expected to increase with higher gasoline crack spreads and lower butane costs. During the second quarter of ~~goodwill annually or more frequently if events or changes~~2024, we expect to operate our assets in ~~circumstances indicate that the carrying amount~~line with market demand with average operating rates of ~~the goodwill of a reporting unit may not be fully recoverable.~~

~~Effective January 1, 2023, our~~ ~~Catalloy~~ ~~and polybutene-1 businesses were moved from our APS segment and reintegrated into~~85% for our O&P-Americas and O&P-EAI ~~segments. When moved, a portion of the APS reporting unit’s goodwill was allocated~~segments and 80% for our Intermediates & Derivatives segment. We continue to ~~the O&P-Americas~~monitor targeted stimulus efforts and ~~O&P-EAI segments based on the businesses’ relative fair values compared to the reportable segment.~~

~~In the first quarter of 2023, we evaluated goodwill~~remain watchful for ~~impairment immediately before and after the transfer of these businesses. Our evaluation resulted~~demand improvements in ~~the recognition of a non-cash goodwill impairment of $252 million recognized in our APS segment. Refer to Note 12 to our Consolidated Financial Statements.~~

Fair values were determined utilizing a discounted cash flow method under the income approach and assumptions including management’s view on long-term growth rates in our industry, discount rates and other assumptions based on a market participant perspective, which are inherently subjective. Discount rates utilized in our cash flow model were based on a variety of factors, including market and economic conditions, the risk and nature of the cash flows and the rate of return required by market participants. We believe our fair value estimates of projected financial information are reasonable and consistent with those used in our planning, capital investment and business performance reviews. However, actual results may differ from these projections.

An estimate of the sensitivity to net income resulting from impairment calculations is not practicable, given the numerous assumptions, including pricing, volumes and discount rates, which could materially affect our estimates. That is, unfavorable adjustments to some of the above listed assumptions may be offset by favorable adjustments in other assumptions.China.

ACCOUNTING AND REPORTING CHANGES

For a discussion of the potential impact of new accounting pronouncements on ~~our~~the Consolidated Financial Statements, see Note 2 to the Consolidated Financial Statements.

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CAUTIONARY STATEMENT FOR THE PURPOSES OF THE “SAFE HARBOR” PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This report includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). You can identify our forward-looking statements by the words “anticipate,” “estimate,” “believe,” “continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,” “should,” “will,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target” and similar expressions.

We based forward-looking statements on our current expectations, estimates and projections of our business and the industries in which we operate. We caution you that these statements are not guarantees of future performance. They involve assumptions about future events that, while made in good faith, may prove to be incorrect, and involve risks and uncertainties we cannot predict. Our actual outcomes and results may differ materially from what we have expressed or forecast in the forward-looking statements. Any differences could result from a variety of factors, including the following:

•the cost of raw materials represents a substantial portion of our operating expenses, and energy costs generally follow price trends of crude oil, natural gas liquids and/or natural gas; price volatility can significantly affect our results of operations and we may be unable to pass raw material and energy cost increases on to our customers due to the significant competition that we face, the commodity nature of our products and the time required to implement pricing changes;

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

•if crude oil prices are low relative to U.S. natural gas prices, we could see less benefit from low-cost natural gas and natural gas liquids and it could have a negative effect on our results of operations;

•industry production capacities and operating rates may lead to periods of oversupply and low profitability;

•we may face unplanned operating interruptions (including leaks, explosions, fires, weather-related incidents, mechanical failures, unscheduled downtime, supplier disruptions, labor shortages, strikes, work stoppages or other labor difficulties, transportation interruptions, spills and releases and other environmental incidents) at any of our facilities, which would negatively impact our operating results;

•changes in general economic, business, political and regulatory conditions in the countries or regions in which we operate could increase our costs, restrict our operations and reduce our operating results;

•our ability to execute our organic growth plans may be negatively affected by our ability to complete projects on time and on budget;

•our ability to acquire or dispose of product lines or businesses could disrupt our business and harm our financial condition;

•~~our ability to successfully implement initiatives identified pursuant to our value enhancement program and generate anticipated earnings;~~

•uncertainties associated with worldwide economies could create reductions in demand and pricing, as well as increased counterparty risks, which could reduce liquidity or cause financial losses resulting from counterparty default;

•the negative outcome of any legal, tax and environmental proceedings or changes in laws or regulations regarding legal, tax and environmental matters may increase our costs, reduce demand for our products, or otherwise limit our ability to achieve savings under current regulations;

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•any loss or non-renewal of favorable tax treatment under tax agreements or tax treaties, or changes in tax laws, regulations or treaties, may substantially increase our tax liabilities;

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•we may be required to reduce production or idle certain facilities because of the cyclical and volatile nature of the supply-demand balance in the chemical and refining industries, which would negatively affect our operating results;

•we rely on continuing technological innovation, and an inability to protect our technology, or others’ technological developments could negatively impact our competitive position;

•we may be unable to continue operations until the ~~shut down~~shutdown of the Houston refinery within the expected timeframe or without incurring additional charges or expenses;

•we have significant international operations, and fluctuations in exchange rates, valuations of currencies and our possible inability to access cash from operations in certain jurisdictions on a tax-efficient basis, if at all, could negatively affect our liquidity and our results of operations;

•we are subject to the risks of doing business at a global level, including wars, terrorist activities, political and economic instability and disruptions and changes in governmental policies, which could cause increased expenses, decreased demand or prices for our products and/or disruptions in operations, all of which could reduce our operating results;

•if we are unable to achieve our emission reduction, circularity, or other sustainability targets, it could result in reputational harm, changing investor sentiment regarding investment in our stock or a negative impact on our access to and cost of capital;

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

•if we are unable to comply with the terms of our credit facilities, indebtedness and other financing arrangements, those obligations could be accelerated, which we may not be able to repay; and

•we may be unable to incur additional indebtedness or obtain financing on terms that we deem acceptable, including for refinancing of our current obligations; higher interest rates and costs of financing would increase our expenses.

Any of these factors, or a combination of these factors, could materially affect our future results of operations and the ultimate accuracy of the forward-looking statements. Our management cautions against putting undue reliance on forward-looking statements or projecting any future results based on such statements or present or prior earnings levels.

All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section and any other cautionary statements that may accompany such forward-looking statements. Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements.

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, ~~2022.~~2023. Our exposure to such risks has not changed materially in the ~~six~~three months ended ~~June 30, 2023.~~March 31, 2024.

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Item 4. CONTROLS AND PROCEDURES

As of ~~June 30, 2023,~~March 31, 2024, with the participation of our management, our Chief Executive Officer (principal executive officer) and our Chief Financial Officer (principal financial ~~and accounting~~ 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, 2023.~~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.

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PART II. OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

Information regarding our litigation and legal proceedings can be found in Note 910 to the Consolidated Financial Statements, which is incorporated into this Item 1 by reference.

In February 2020, the State of Texas filed suit against Houston Refining, LP, a subsidiary of LyondellBasell, in Travis County District Court seeking civil penalties and injunctive relief for violations of the Texas Clean Air Act related to several emission events. In July 2020, Harris County, Texas petitioned to intervene in the lawsuit and the State added additional claims to its petition relating to self-reported deviations of Houston Refining’s air operating permit. In May 2023, we agreed with the State to settle the matter for $2.6 million, inclusive of attorney’s fees, which remains subject to comment and final approval by the court. In accordance with the settlement, Harris County has dismissed its claims.

On July 27, 2021, approximately 160,000 pounds of liquid process material containing primarily acetic acid was released from a reactor at the La Porte acetic acid unit. In October 2021, the Texas Commission on Environmental Quality (“TCEQ”) issued a Notice of Enforcement for the incident. In November 2021, the State of Texas filed a petition on behalf of the TCEQ seeking injunctive relief and civil penalties for unauthorized air pollution and regulatory nuisance related to the incident. We have agreed to a settlement of $1.1 million, inclusive of attorney’s fees, and final judgment has been entered by the court.

Additional information about our environmental proceedings can be found in Part I, Item 3 of our ~~2022~~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, ~~2022.~~2023.

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

Issuer Purchases of Equity Securities
Period Total Number
of Shares
Purchased Average Price
Paid per Share Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Authorizations Maximum Number
of Shares That May Yet
Be Purchased Under the
Plans or Authorizations
April 1 - April 30 243,575 $ 93.37 243,575 30,650,656
May 1 - May 18 275,823 $ 90.31 275,823 30,374,833
May 19 - May 31 163,750 $ 88.56 163,750 33,878,500
June 1 - June 30 412,294 $ 89.64 412,294 33,466,206
Total 1,095,442 $ 90.48 1,095,442 33,466,206

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.

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Item 5. OTHER INFORMATION

During the three months ended ~~June 30, 2023,~~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.”

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Item 6. EXHIBITS


Exhibit Number						Description

4.1						Indenture, 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).

4.2						Supplemental Indenture, among LYB International Finance III, LLC, as Issuer, LyondellBasell Industries N.V., as Guarantor, Computershare Trust Company, N.A., as Base Trustee (as successor to Wells Fargo Bank, National Association) and The Bank of New York Mellon Trust Company, N.A., as Trustee, dated as of May 17, 2023 (incorporated by reference to Exhibit 4.44 to Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (File No. 333-261639) filed with the SEC on May 17, 2023).

4.3						Officer’s Certificate of LYB International Finance III, LLC relating to the ~~5.625%~~5.500% Guaranteed Notes due ~~2033,~~2034, dated as of ~~May 19, 2023~~February 28, 2024 (incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K filed with the SEC on ~~May 19, 2023)~~February 26, 2024).

4.4						Form of LYB International Finance III, LLC’s ~~5.625%~~5.500% Guaranteed Notes due ~~2033~~2034 (included in Exhibit 4.3) ~~(incorporated by reference to Exhibit 4.4 to our Current Report on Form 8-K filed with the SEC on May 19, 2023)~~.

10.1*						~~Fifth Amendment to Receivables Purchase Agreement, dated as of May 31, 2023, among~~ LYB Receivables LLC, as seller, Lyondell Chemical Company, as servicer, the conduit purchasers, related committed purchasers, LC participants and purchaser agents party thereto, the other parties thereto and Mizuho Bank, Ltd., as Administrator and LC Bank

10.2*						~~Amendment No. 1 to Second Amended and Restated Credit Agreement, dated as of May 31, 2023,~~ ~~among LyondellBasell Industries N.V. and LYB Americas Finance Company LLC, as Borrowers, the Lenders from time to time party thereto , Citibank, N.A., as Administrative Agent~~

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

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~~Exhibit Number~~						~~Description~~

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

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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:	~~August 4, 2023~~April 26, 2024
		/s/ Chukwuemeka A. Oyolu

		Chukwuemeka A. Oyolu
		Senior Vice President,
		Chief Accounting Officer and Investor Relations
		(Principal Accounting Officer)

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			Page
Part I – Financial Information			1

Item 1. Consolidated Financial Statements (Unaudited)			1
Consolidated Statements of Income			1
Consolidated Statements of Comprehensive Income			2
Consolidated Balance Sheets			3
Consolidated Statements of Cash Flows			5
Consolidated Statements of Shareholders’ Equity			6
Notes to the Consolidated Financial Statements			87

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			2927

Item 3. Quantitative and Qualitative Disclosures About Market Risk			4643

Item 4. Controls and Procedures			4744

Part II – Other Information			4845

Item 1. Legal Proceedings			4845

Item 1A. Risk Factors			4845

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			4845

Item 4. Mine Safety Disclosures			4845

Item 5. Other Information			4945

Item 6. Exhibits			4946

Signature			5147


		Page
1.	Basis of Presentation	9

2.	Accounting and Reporting Changes	9

3.	Revenues	10

4.	Accounts Receivable	11

5.	Inventories	11

6.	Debt	12

7.	Financial Instruments and Fair Value Measurements	16

8.	Income Taxes	19

9.	Commitments and Contingencies	20

10.	Shareholders’ Equity and Redeemable Non-controlling Interests	21

11.	Per Share Data	24

12.	Segment and Related Information	25


	Three Months Ended June 30, 2023
Millions of dollars	O&P– Americas		O&P– EAI		I&D		APS		Refining		Technology		Other		Total
Sales and other operating revenues:
Customers	$	1,756	$	2,535	$	2,629	$	956	$	2,293	$	137	$	—	$	10,306
Intersegment	971		194		33		4		166		17		(1,385)		—
	2,727		2,729		2,662		960		2,459		154		(1,385)		10,306
Income (loss) from equity investments	12		(19)		(5)		—		—		—		—		(12)
EBITDA	679		84		472		34		47		79		(12)		1,383
Capital expenditures	102		65		104		14		—		15		1		301


	Three Months Ended June 30, 2022
Millions of dollars	O&P– Americas		O&P– EAI		I&D		APS		Refining		Technology		Other		Total
Sales and other operating revenues:
Customers	$	2,710	$	3,635	$	3,714	$	1,113	$	3,503	$	163	$	—	$	14,838
Intersegment	1,528		262		52		3		285		31		(2,161)		—
	4,238		3,897		3,766		1,116		3,788		194		(2,161)		14,838
Income (loss) from equity investments	29		(1)		(6)		—		—		—		—		22
EBITDA	954		186		675		42		418		112		(6)		2,381
Capital expenditures	107		109		265		9		12		27		3		532


	Six Months Ended June 30, 2023
Millions of dollars	O&P- Americas		O&P- EAI		I&D		APS		Refining		Technology		Other		Total
Sales and other operating revenues:
Customers	$	3,483	$	5,245	$	5,270	$	1,951	$	4,350	$	254	$	—	$	20,553
Intersegment	2,052		376		74		6		299		39		(2,846)		—
	5,535		5,621		5,344		1,957		4,649		293		(2,846)		20,553
Income (loss) from equity investments	35		(18)		(11)		(1)		—		—		—		5
EBITDA	1,220		161		898		(192)		293		152		(18)		2,514
Capital expenditures	184		119		283		31		2		32		2		653


Millions of dollars	Three Months Ended June 30, 2023		Six Months Ended June 30, 2023
Accelerated lease amortization costs	$	38	$	89
Personnel costs	27		43
Asset retirement obligation accretion	2		4
Asset retirement cost depreciation	44		99
Refinery exit costs	$	111	$	235


Issuer Purchases of Equity Securities

Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Authorizations	Maximum Number of Shares That May Yet Be Purchased Under the Plans or Authorizations
April 1 - April 30	243,575	$	93.37	243,575	30,650,656
May 1 - May 18	275,823	$	90.31	275,823	30,374,833
May 19 - May 31	163,750	$	88.56	163,750	33,878,500
June 1 - June 30	412,294	$	89.64	412,294	33,466,206
Total	1,095,442	$	90.48	1,095,442	33,466,206