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 ~~September 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 ~~324,361,773~~325,622,260 ordinary shares, €0.04 par value, outstanding at ~~October 25, 2023~~April 24, 2024 (excluding ~~16,060,725~~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 September 30,					Nine Months Ended September 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	$	10,477	$	12,044		$	30,702	$	39,443
Trade
Trade
Related parties	Related parties	148		206			476		802
		10,625		12,250			31,178		40,245
						9,925
Operating costs and expenses:	Operating costs and expenses:
Cost of sales
Cost of sales
Cost of sales	Cost of sales	9,177		11,088			26,909		34,491
Impairments	Impairments	25		—			277		69
Selling, general and administrative expenses	Selling, general and administrative expenses	378		319			1,158		976
Research and development expenses	Research and development expenses	31		31			96		95
		9,611		11,438			28,440		35,631
						9,221
Operating income	Operating income	1,014		812			2,738		4,614
Interest expense	Interest expense	(125)		(70)			(356)		(202)
Interest income	Interest income	37		7			88		13
Other (expense) income, net		(31)		4			(33)		(63)
Other income, net
Income from continuing operations before equity investments and income taxes	Income from continuing operations before equity investments and income taxes	895		753			2,437		4,362
Income (loss) from equity investments		6		(26)			11		25
(Loss) income from equity investments
Income from continuing operations before income taxes	Income from continuing operations before income taxes	901		727			2,448		4,387
Provision for income taxes	Provision for income taxes	153		154			508		848
Income from continuing operations	Income from continuing operations	748		573			1,940		3,539
Loss from discontinued operations, net of tax	Loss from discontinued operations, net of tax	(1)		(1)			(4)		(3)
Net income	Net income	747		572			1,936		3,536

Dividends on redeemable non-controlling interests	Dividends on redeemable non-controlling interests	(2)		(2)			(5)		(5)

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	$	745	$	570		$	1,931	$	3,531

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	$	2.29	$	1.75		$	5.93	$	10.77
Continuing operations
Continuing operations
Discontinued operations	Discontinued operations	—		—			(0.01)		(0.01)
		$	2.29	$	1.75		$	5.92	$	10.76
						$
Diluted	Diluted
Continuing operations	Continuing operations	$	2.29	$	1.75		$	5.91	$	10.75
Continuing operations
Continuing operations
Discontinued operations	Discontinued operations	—		—			(0.01)		(0.01)
		$	2.29	$	1.75		$	5.90	$	10.74
						$

See Notes to the Consolidated Financial Statements.

Table of Contents

LYONDELLBASELL INDUSTRIES N.V.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME


		Three Months Ended September 30,				Nine Months Ended September 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	$	747	$	572	$	1,936	$	3,536
Other comprehensive income (loss), net of tax –	Other comprehensive income (loss), net of tax –
Financial derivatives	Financial derivatives	17		23		24		213
Financial derivatives
Financial derivatives

Defined benefit pension and other postretirement benefit plans	Defined benefit pension and other postretirement benefit plans	2		51		6		134
Defined benefit pension and other postretirement benefit plans
Defined benefit pension and other postretirement benefit plans
Foreign currency translations	Foreign currency translations	(86)		(169)		(58)		(355)
Total other comprehensive loss, net of tax		(67)		(95)		(28)		(8)
Total other comprehensive (loss) income, net of tax
Comprehensive income	Comprehensive income	680		477		1,908		3,528
Dividends on redeemable non-controlling interests	Dividends on redeemable non-controlling interests	(2)		(2)		(5)		(5)

Comprehensive income attributable to the Company shareholders	Comprehensive income attributable to the Company shareholders	$	678	$	475	$	1,903	$	3,523
Comprehensive income attributable to the Company shareholders
Comprehensive income attributable to the Company shareholders

See Notes to the Consolidated Financial Statements.

Table of Contents

LYONDELLBASELL INDUSTRIES N.V.

CONSOLIDATED BALANCE SHEETS

Millions of dollars

September 30,
2023

December 31,
2022

Millions of dollars

March 31,
2024

December 31,
2023

ASSETS

Current assets:

Cash and cash equivalents

2,833

2,151

Restricted cash

Accounts receivable:

Trade, net

3,704

3,392

Related parties

137

201

Inventories

4,911

4,804

Prepaid expenses and other current assets

1,632

1,292

Total current assets

13,228

11,845

Operating lease assets

1,509

1,725

Property, plant and equipment

24,221

23,724

Less: Accumulated depreciation

(9,027)

(8,337)

Property, plant and equipment, net

15,194

15,387

Equity investments

4,056

4,295

Goodwill

1,604

1,827

Intangible assets, net

642

662

Other assets

642

624

Total assets

36,875

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

September 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

781

432

Short-term debt

112

349

Accounts payable:

Trade

3,121

3,106

Trade

Related parties

453

477

Accrued and other current liabilities

2,533

2,396

Total current liabilities

7,000

6,760

Long-term debt

10,213

10,540

Operating lease liabilities

1,397

1,510

Other liabilities

2,003

1,954

Deferred income taxes

2,929

2,858

Commitments and contingencies

Redeemable non-controlling interests

114

Shareholders’ equity:

Ordinary shares, €0.04 par value, 1,275 million shares authorized, 324,359,296 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

6,130

6,119

Retained earnings

9,917

9,195

Accumulated other comprehensive loss

(1,400)

(1,372)

Treasury stock, at cost, 16,063,202 and 14,698,931 ordinary shares, respectively

(1,461)

(1,346)

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

Total Company share of shareholders’ equity

13,205

12,615

Non-controlling interests

Total equity

13,219

12,629

Total liabilities, redeemable non-controlling interests and equity

36,875

36,365

See Notes to the Consolidated Financial Statements.

Table of Contents

LYONDELLBASELL INDUSTRIES N.V.

CONSOLIDATED STATEMENTS OF CASH FLOWS


		Nine Months Ended September 30,
	Three Months Ended March 31,								Three Months Ended March 31,
Millions of dollars	Millions of dollars	2023		2022		Millions of dollars	2024	2023
Cash flows from operating activities:	Cash flows from operating activities:
Net income	Net income	$	1,936	$	3,536
Adjustments to reconcile net income to net cash provided by operating activities:
Net income
Net income
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation and amortization
Depreciation and amortization
Depreciation and amortization	Depreciation and amortization	1,154		933
Impairments	Impairments	277		69
Amortization of debt-related costs	Amortization of debt-related costs	7		11

Share-based compensation	Share-based compensation	71		54
Share-based compensation
Share-based compensation

Equity investments—	Equity investments—
Equity income		(11)		(25)
Equity investments—
Equity investments—
Equity loss (income)
Equity loss (income)
Equity loss (income)
Distributions of earnings, net of tax	Distributions of earnings, net of tax	109		219

Deferred income tax provision		48		83
Deferred income tax (benefit) provision
Deferred income tax (benefit) provision
Deferred income tax (benefit) provision

Changes in assets and liabilities that provided (used) cash:	Changes in assets and liabilities that provided (used) cash:
Changes in assets and liabilities that provided (used) cash:
Changes in assets and liabilities that provided (used) cash:
Accounts receivable
Accounts receivable
Accounts receivable	Accounts receivable	(282)		134
Inventories	Inventories	(196)		(601)
Accounts payable	Accounts payable	31		200
Other, net	Other, net	294		(98)
Net cash provided by operating activities		3,438		4,515
Net cash (used in) provided by operating activities
Cash flows from investing activities:	Cash flows from investing activities:
Expenditures for property, plant and equipment
Expenditures for property, plant and equipment
Expenditures for property, plant and equipment	Expenditures for property, plant and equipment	(1,047)		(1,417)

Proceeds from settlement of net investment hedges		612		614
Payments for settlement of net investment hedges		(550)		(501)

Other, net

Other, net

Other, net	Other, net	(186)		(129)
Net cash used in investing activities	Net cash used in investing activities	(1,171)		(1,433)
Cash flows from financing activities:	Cash flows from financing activities:
Repurchases of Company ordinary shares	Repurchases of Company ordinary shares	(211)		(420)
Repurchases of Company ordinary shares
Repurchases of Company ordinary shares
Dividends paid - common stock	Dividends paid - common stock	(1,204)		(2,859)

Issuance of long-term debt
Issuance of long-term debt
Issuance of long-term debt	Issuance of long-term debt	500		—
Payments of debt issuance costs	Payments of debt issuance costs	(5)		—
Repayment of long-term debt	Repayment of long-term debt	(425)		—

Net (repayments of) proceeds from commercial paper		(200)		96
Collateral received from interest rate derivatives		—		238

Other, net

Other, net

Other, net	Other, net	—		16
Net cash used in financing activities	Net cash used in financing activities	(1,545)		(2,929)
Effect of exchange rate changes on cash	Effect of exchange rate changes on cash	(34)		(144)
Increase in cash and cash equivalents and restricted cash		688		9
Decrease in cash and cash equivalents and restricted cash
Cash and cash equivalents and restricted cash at beginning of period	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	Cash and cash equivalents and restricted cash at end of period	$	2,844	$	1,486

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, June 30, 2023 $ 19 $ (1,446) $ 6,111 $ 9,580 $ (1,333) $ 12,931 $ 14
Net income — — — 747 — 747 —
Other comprehensive loss — — — — (67) (67) —
Share-based compensation — 23 19 (1) — 41 —
Dividends - common stock ($1.25 per share) — — — (407) — (407) —
Dividends - redeemable non-controlling interests ($15.00 per share) — — — (2) — (2) —
Repurchases of Company ordinary shares — (38) — — — (38) —
Balance, September 30, 2023 $ 19 $ (1,461) $ 6,130 $ 9,917 $ (1,400) $ 13,205 $ 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, June 30, 2022 $ 19 $ (1,200) $ 6,077 $ 9,050 $ (1,716) $ 12,230 $ 14
Net income — — — 572 — 572 —
Other comprehensive loss — — — — (95) (95) —
Share-based compensation — 2 22 7 — 31 —
Dividends - common stock ($1.19 per share) — — — (395) — (395) —
Dividends - redeemable non-controlling interests ($15.00 per share) — — — (2) — (2) —
Repurchases of Company ordinary shares — (150) — — — (150) —
Balance, September 30, 2022 $ 19 $ (1,348) $ 6,099 $ 9,232 $ (1,811) $ 12,191 $ 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 — — — 1,936 — 1,936 —
Other comprehensive loss — — — — (28) (28) —
Share-based compensation — 96 11 (5) — 102 —
Dividends - common stock ($3.69 per share) — — — (1,204) — (1,204) —
Dividends - redeemable non-controlling interests ($45.00 per share) — — — (5) — (5) —
Repurchases of Company ordinary shares — (211) — — — (211) —
Balance, September 30, 2023 $ 19 $ (1,461) $ 6,130 $ 9,917 $ (1,400) $ 13,205 $ 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, 2021 $ 19 $ (965) $ 6,044 $ 8,563 $ (1,803) $ 11,858 $ 14
Net income — — — 3,536 — 3,536 —
Other comprehensive loss — — — — (8) (8) —
Share-based compensation — 23 55 (3) — 75 —
Dividends - common stock ($3.51 per share) — — — (1,155) — (1,155) —
Special dividends - common stock ($5.20 per share) — — — (1,704) — (1,704) —
Dividends - redeemable non-controlling interests ($45.00 per share) — — — (5) — (5) —
Repurchases of Company ordinary shares — (406) — — — (406) —
Balance, September 30, 2022 $ 19 $ (1,348) $ 6,099 $ 9,232 $ (1,811) $ 12,191 $ 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, 2022	$	19	$	(1,346)	$	6,119	$	9,195	$	(1,372)	$	12,615	$	14
Net income	—		—		—		474		—		474		—
Other comprehensive income	—		—		—		—		65		65		—
Share-based compensation	—		60		(27)		(1)		—		32		—
Dividends - common stock ($1.19 per share)	—		—		—		(389)		—		(389)		—

Dividends - redeemable non-controlling interests ($15.00 per share)	—		—		—		(2)		—		(2)		—
Repurchases of Company ordinary shares	—		(74)		—		—		—		(74)		—



Balance, March 31, 2023	$	19	$	(1,360)	$	6,092	$	9,277	$	(1,307)	$	12,721	$	14

See Notes to the Consolidated Financial Statements.

Table of Contents

LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

TABLE OF CONTENTS


				Page
			Page						Page
1.	1.	Basis of Presentation		9	1.	Basis of Presentation		8

2.	2.	Accounting and Reporting Changes		9
2.
2.						Accounting and Reporting Changes		8

3.
3.
3.	3.	Revenues		10	Asset Held for Sale		9

4.	4.	Accounts Receivable		11
4.
4.						Revenues		10

5.
5.
5.	5.	Inventories		11	Accounts Receivable		11

6.	6.	Debt		12
6.
6.						Inventories		11

7.
7.
7.	7.	Financial Instruments and Fair Value Measurements		16	Debt		12

8.	8.	Income Taxes		19
8.
8.						Financial Instruments and Fair Value Measurements		15

9.
9.
9.	9.	Commitments and Contingencies		20	Income Taxes		18

10.	10.	Shareholders’ Equity and Redeemable Non-controlling Interests		21
10.
10.						Commitments and Contingencies		18

11.
11.
11.	11.	Per Share Data		24	Shareholders’ Equity and Redeemable Non-controlling Interests		19

12.	12.	Segment and Related Information		26
12.
12.						Per Share Data		23

13.
13.
13.						Segment and Related Information		24

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.

In March 2023, we announced our new strategy, which included a strategic pillar focused on growing and upgrading our core assets. At that time, we also announced our decision to explore strategic options for our U.S. Gulf Coast-based ethylene oxide & derivatives (“EO&D”) business, which had been identified as a non-core business within our Intermediates and Derivatives segment.

During the third quarter of 2023, we determined that a sale of the EO&D business is the best strategic option and approved a plan to proceed accordingly. As such, we have classified the associated assets and liabilities as held for sale as of September 30, 2023. Assets held for sale and liabilities held for sale are presented within Prepaid expenses and other current assets and Accrued and other current liabilities, respectively, in our Consolidated Balance Sheets.

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.~~ 2023 and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. We are currently assessing the impact of adopting the new guidance on the Consolidated Financial Statements.

Income Tax Disclosures—In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 74): Improvements to Income Tax Disclosures. The guidance requires companies to disclose certain specific categories in the rate reconciliation and provide additional information for reconciling items that meet the quantitative threshold of 5% of the 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 total net income taxes paid or received. The guidance is effective for annual periods beginning after December 15, 2024. Earlier 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.

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LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

~~Accounting Guidance Issued But Not Adopted~~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 ~~September 30, 2023~~

~~Fair Value Measurement—In June 2022,~~2024 following planned maintenance at the ~~FASB issued ASU 2022-03,~~ ~~Fair Value Measurement (Topic 820): Fair Value Measurement~~facility, which was completed in the first quarter of ~~Equity Securities Subject to Contractual Sale Restrictions~~. The guidance clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security because it is a characteristic of the entity holding the equity security rather than a characteristic of the security2024, and is ~~not considered~~subject to satisfaction of customary closing conditions.

The following table summarizes the assets and liabilities held for sale which are reported in ~~measuring its fair value. The guidance is effective prospectively for~~Prepaid expenses and other current assets and Accrued and other current liabilities, respectively, in the year ending December 31, 2024, including the interim periods, with the impact of adoption reflected in earnings. Early adoption is permitted. The adoption of this guidance will not have a material impact on our Consolidated Financial ~~Statements.~~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

Table of Contents

LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

4. Revenues

Contract Balances—Contract liabilities were ~~$126~~$139 million and ~~$167~~$175 million at ~~September 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 September 30,				Nine Months Ended September 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	$	868	$	1,281	$	2,658	$	3,835
Polyethylene	Polyethylene	1,814		2,329		5,750		7,785
Polypropylene	Polypropylene	1,347		1,688		4,326		6,139
Propylene oxide and derivatives	Propylene oxide and derivatives	558		721		1,737		2,537
Oxyfuels and related products	Oxyfuels and related products	1,734		1,563		4,269		4,370
Intermediate chemicals	Intermediate chemicals	675		917		2,187		3,228
Compounding and solutions	Compounding and solutions	897		1,049		2,848		3,297
Refined products	Refined products	2,510		2,506		6,860		8,467
Other	Other	222		196		543		587
Total	Total	$	10,625	$	12,250	$	31,178	$	40,245

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


	Three Months Ended March 31,
Millions of dollars		2024		2023
Sales and other operating revenues:
United States		$	4,788	$	4,852
Germany		660		786
China		606		514
Mexico		436		430
Italy		401		376
France		257		294
Poland		242		239
Japan		234		365
The Netherlands		185		233
Other		2,116		2,158
Total		$	9,925	$	10,247

Table of Contents

LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

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

Three Months Ended
September 30, Nine Months Ended
September 30,
Millions of dollars 2023 2022 2023 2022
Sales and other operating revenues:
United States $ 5,301 $ 5,966 $ 15,185 $ 19,465
Germany 601 822 2,006 2,892
China 526 647 1,573 1,989
Mexico 439 482 1,258 1,522
Japan 391 800 1,182 1,684
Italy 353 387 1,075 1,426
France 272 312 838 1,145
Poland 231 270 693 1,039
The Netherlands 154 261 627 995
Other 2,357 2,303 6,741 8,088
Total $ 10,625 $ 12,250 $ 31,178 $ 40,245

4.5. Accounts Receivable

Accounts receivable are reflected in the Consolidated Balance Sheets, net of allowance for credit losses of $6 million as of ~~September 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	September 30, 2023		December 31, 2022		Millions of dollars	March 31, 2024	December 31, 2023
Finished goods	Finished goods	$	3,154	$	3,027
Work-in-process	Work-in-process	264		227
Raw materials and supplies	Raw materials and supplies	1,493		1,550
Total inventories	Total inventories	$	4,911	$	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	September 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%		—		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)		516		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)	580		587
Guaranteed Notes due 2031, €500 million, 1.625% ($4 million of discount; $3 million of debt issuance cost)		511		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; $1 million of debt issuance cost)	Guaranteed Notes due 2025, $500 million, 1.25% ($1 million of discount; $1 million of debt issuance cost)	477		475
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)	117		120
Guaranteed Notes due 2030, $500 million, 2.25% ($3 million of discount; $3 million of debt issuance cost)		467		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)	973		971
Guaranteed Notes due 2051, $1,000 million, 3.625% ($2 million of discount; $10 million of debt issuance cost)	Guaranteed Notes due 2051, $1,000 million, 3.625% ($2 million of discount; $10 million of debt issuance cost)	884		897
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)	477		481
Other	Other	25		42
Total	Total	10,994		10,972
Less current maturities	Less current maturities	(781)		(432)
Long-term debt	Long-term debt	$	10,213	$	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 September 30,						Nine Months Ended September 30,				September 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%	$	—		$	3		$	(1)	$	12	$	13	$	14
Guaranteed Notes due 2026, 0.875%	Guaranteed Notes due 2026, 0.875%	(1)			3			(2)		10		11		13
Guaranteed Notes due 2027, 3.5%	Guaranteed Notes due 2027, 3.5%	4			15			7		44		7		—
Guaranteed Notes due 2030, 3.375%	Guaranteed Notes due 2030, 3.375%	3			8			3		24		24		21
Guaranteed Notes due 2030, 2.25%	Guaranteed Notes due 2030, 2.25%	4			7			3		23		27		24
Guaranteed Notes due 2031, 1.625%	Guaranteed Notes due 2031, 1.625%	2			7			1		10		12		11
Guaranteed Notes due 2050, 4.2%	Guaranteed Notes due 2050, 4.2%	(1)			5			(2)		10		11		13
Guaranteed Notes due 2051, 3.625%	Guaranteed Notes due 2051, 3.625%	12			41			14		95		104		90
Guaranteed Notes due 2060, 3.8%	Guaranteed Notes due 2060, 3.8%	3			8			4		10		13		9
Total	Total	$	26		$	97		$	27	$	238	$	222	$	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 September 30,
2023 December 31,
2022
U.S. Receivables Facility $ — $ —
Commercial paper — 200
Precious metal financings 112 131
Other — 18
Total Short-term debt $ 112 $ 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 ~~September 30, 2023,~~March 31, 2024, we had no borrowings or letters of credit outstanding and $3,250 million of unused availability under this facility.

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.

~~Table of Contents~~

~~LYONDELLBASELL INDUSTRIES N.V.~~

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

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 outstanding principal of our ~~4.0% guaranteed~~5.75% senior notes due ~~2023 at maturity.~~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 ~~September 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 ~~September 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 ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, our weighted average interest rates on outstanding Short-term debt were ~~2.2%~~1.5% and ~~3.7%~~1.9%, respectively.

Additional Information

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

~~Table of Contents~~

~~LYONDELLBASELL INDUSTRIES N.V.~~

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

~~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 September 30, 2023 and December 31, 2022, Accounts payable-Trade included $64 million and $53 million, respectively, payable to suppliers who have elected to participate in the supply chain financing program.

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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:

September 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

Commodities

—

Other assets

Commodities

Prepaid expenses and other current assets

Foreign currency

107

109

Prepaid expenses and other current assets

Foreign currency

121

133

Other 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

317

310

Total

Liabilities–

Derivatives designated as hedges:

Commodities

Accrued and other current liabilities

117

109

Accrued and other current liabilities

Commodities

—

Other liabilities

Commodities

Other liabilities

Foreign currency

Accrued and other current liabilities

Foreign currency

Accrued and other current liabilities

Foreign currency

Other liabilities

Foreign currency

Other liabilities

Interest rates

Accrued and other current liabilities

Interest rates

Accrued and other current liabilities

Interest rates

251

229

Other liabilities

Interest rates

195

172

Other liabilities

Derivatives not designated as hedges:

Commodities

Accrued and other current liabilities

Commodities

Other liabilities

Commodities

Accrued and other current liabilities

Foreign currency

Accrued and other current liabilities

Total

389

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.

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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:


		September 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	$	112	$	113	$	131	$	113

Precious metal financings

Precious metal financings
Long-term debt	Long-term debt	10,195		8,274		10,517		8,882
Total	Total	$	10,307	$	8,387	$	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:

September 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

2023 to 2025

Power

MWhs

2024 to 2027

Refined products

Bbls

2024

Derivatives not designated as hedges:

Crude oil

Bbl

2023 to 2024

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

2023 to 2024

Renewable Identification Numbers

RINs

2024

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

September 30, 2023

December 31, 2022

Notional Amount

Millions of dollars

Notional Amount

Maturity Date

Cash flow hedges

200

400

2024

Cash flow hedges

Fair value hedges

2,162

2,164

2025 to 2031

Fair value hedges

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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:

September 30, 2023

December 31, 2022

Notional Amount

Millions of dollars

Notional Amount

Maturity Date

Net investment hedges

3,306

3,128

2023 to 2030

Net investment hedges

Cash flow hedges

1,150

2024 to 2027

Not designated

450

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 September 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 $ (24) $ 10 $ 6 $ (22) $ — $ — Cost of sales
Foreign currency 83 285 (27) (67) 18 20 Interest expense
Interest rates 39 29 1 1 (47) (94) Interest expense
Derivatives not designated as hedges:
Commodities — — — — 10 (16) Sales and other operating revenues
Commodities — — — — (34) (28) Cost of sales
Foreign currency — — — — 5 (15) Other expense, net
Total $ 98 $ 324 $ (20) $ (88) $ (48) $ (133)

~~Table of Contents~~

~~LYONDELLBASELL INDUSTRIES N.V.~~

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


		Effects of Financial Instruments
		Nine Months Ended September 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	$	(32)	$	40	$	25	$	(54)	$	—	$	—	Cost of sales	Commodities	(48)		(5)		(5)	38				38	19			19	—			—		—			—	Cost of sales	Cost of sales
Foreign currency	Foreign currency	20		607		(13)		(169)		56		51		Interest expense	Foreign currency	95		(55)		(55)	(28)				(28)	20			20	19			19		14			14	Interest expense	Interest expense
Interest rates	Interest rates	37		287		4		4		(77)		(221)		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	—		—		—		—		(24)		66		Sales and other operating revenues
Commodities	Commodities	—		—		—		—		(7)		(17)		Cost of sales
Commodities																—			—				—				—				(84)					(33)			Sales and other operating revenues
Commodities															Commodities	—			—				—				—				77					27			Cost of sales
Foreign currency	Foreign currency	—		—		—		—		(19)		(54)		Other expense, net	Foreign currency	—		—		—	—				—	—			—	8			8		(11)			(11)	Other income, net	Other income, net

Total	Total	$	25	$	934	$	16	$	(219)	$	(71)	$	(175)

Total

Total

As of ~~September 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 ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, we had marketable securities classified as Cash and cash equivalents of ~~$1,928~~$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.

~~Table of Contents~~

~~LYONDELLBASELL INDUSTRIES N.V.~~

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

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’s Pillar ~~One and~~ Two ~~legislation which focus on taxing rights and minimum taxes in countries where we operate, including the United Kingdom. On July 11, 2023,~~Model Rules effective as ~~part~~ of the Finance (No. 2) Act 2023, legislation was enacted in the United Kingdom which introduced an Income Inclusion Rule, known locally as the multinational top-up tax, and domestic minimum top-up tax. This legislation is applicable to periods after December 31, 2023.January 1, 2024. We ~~continue to assess and monitor legislative changes, however, we~~ do not expect the impact to be material based on the legislation enacted at this stage.

Our effective income tax rate for the ~~third~~first quarter of ~~2023~~2024 was ~~17.0%~~20.4% compared to ~~21.2%~~26.0% for the ~~third~~first quarter of ~~2022.~~2023. The lower effective tax rate for the ~~third~~first quarter of 2023 is primarily attributable to fluctuations in exempt income as a result of the relative impact of earnings of 5.9% coupled with changes in return to accrual adjustments and foreign exchange gains or losses of 2.9% and 0.8%, respectively. These decreases were partially offset by changes in pre-tax income in countries with varying statutory tax rates of 6.2%.

~~Our effective income tax rate for the first nine months of 2023 was 20.8% compared to 19.3% for the first nine months of 2022. The higher effective tax rate for the first nine months of 2023~~2024 was primarily due to the first quarter 2023 goodwill impairment, for which there iswas no tax benefit, of ~~1.7%~~6.6% coupled with ~~an audit settlement during the second quarter 2023 of 1.6%.~~a 2.1% decrease in our effective income tax rate related to changes in pre-tax income in countries with varying statutory tax rates. These ~~increases~~decreases were partially offset by a ~~1.4% decrease~~3.0% increase in our effective income tax rate due to ~~the increased relative impact of~~a decrease in exempt ~~income due to lower earnings.~~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 ~~$119~~$141 million and ~~$127~~$124 million as of ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, respectively. At ~~September 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.

2018

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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 ~~September 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.

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 $ 1.19 $ 389 March 6, 2023
June 2023 1.25 408 May 30, 2023
September 2023 1.25 407 August 28, 2023
$ 3.69 $ 1,204


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.

2119

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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 nine months ended September 30, 2023:
2022 Share Repurchase Authorization 1,365,898 $ 88.98 $ 122
2023 Share Repurchase Authorization 983,309 90.99 89
2,349,207 $ 89.82 $ 211
For nine months ended September 30, 2022:
2021 Share Repurchase Authorization 2,111,538 $ 97.72 $ 206
2022 Share Repurchase Authorization 2,286,216 87.50 200
4,397,754 $ 92.41 $ 406


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 ~~nine months ended September 30,~~first quarter 2023 ~~and 2022~~ was ~~$211 million and $420 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:


		Nine Months Ended September 30,		Three Months Ended March 31,
		2023	2022	2024	2023
Ordinary shares outstanding:	Ordinary shares outstanding:
Beginning balance	Beginning balance	325,723,567	329,536,389
Beginning balance
Beginning balance
Share-based compensation	Share-based compensation	746,727	273,943

Employee stock purchase plan	Employee stock purchase plan	238,209	210,504
Employee stock purchase plan
Employee stock purchase plan
Purchase of ordinary shares	Purchase of ordinary shares	(2,349,207)	(4,397,754)
Ending balance	Ending balance	324,359,296	325,623,082

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


		Nine Months Ended September 30,
	Three Months Ended March 31,					Three Months Ended March 31,
		2023	2022	2024	2023
Ordinary shares held as treasury shares:	Ordinary shares held as treasury shares:
Beginning balance
Beginning balance
Beginning balance	Beginning balance	14,698,931	10,675,605
Share-based compensation	Share-based compensation	(746,727)	(273,943)

Employee stock purchase plan	Employee stock purchase plan	(238,209)	—
Employee stock purchase plan
Employee stock purchase plan
Purchase of ordinary shares	Purchase of ordinary shares	2,349,207	4,397,754

Ending balance	Ending balance	16,063,202	14,799,416
Ending balance
Ending balance

2220

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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 ~~nine~~three months ended ~~September 30,~~March 31, 2024 and 2023 ~~and 2022~~ are presented in the following tables:


Millions of dollars	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		13		—		(54)		(41)
Tax expense before reclassifications		(2)		—		(4)		(6)
Millions of dollars
Millions of dollars										Financial Derivatives	Defined Benefit Pension and Other Postretirement Benefit Plans	Foreign Currency Translation Adjustments	Total
Balance – December 31, 2023
Other comprehensive loss before reclassifications
Tax benefit (expense) before reclassifications
Amounts reclassified from accumulated other comprehensive loss	Amounts reclassified from accumulated other comprehensive loss	16		8		—		24
Tax expense	Tax expense	(3)		(2)		—		(5)
Net other comprehensive income (loss)	Net other comprehensive income (loss)	24		6		(58)		(28)
Balance – September 30, 2023		$	(122)	$	(176)	$	(1,102)	$	(1,400)
Balance – March 31, 2024

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 490 53 (236) 307
Tax expense before reclassifications (113) (12) (119) (244)
Amounts reclassified from accumulated other comprehensive loss (219) 121 — (98)
Tax (expense) benefit 55 (28) — 27
Net other comprehensive income (loss) 213 134 (355) (8)
Balance – September 30, 2022 $ (141) $ (394) $ (1,276) $ (1,811)


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)

2321

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LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

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




		Three Months Ended September 30,				Nine Months Ended September 30,				Affected Line Item on the Consolidated Statements of Income	Three Months Ended March 31,									Affected Line Item on the Consolidated Statements of Income
Millions of dollars	Millions of dollars	2023		2022		2023		2022
Reclassification adjustments for:	Reclassification adjustments for:
Reclassification adjustments for:
Reclassification adjustments for:
Financial derivatives:	Financial derivatives:

Financial derivatives:
Financial derivatives:
Commodities
Commodities
Commodities												$	1				$	—				Sales and other operating revenue
Commodities	Commodities	$	6	$	(22)	$	25	$	(54)	Cost of sales	Commodities	38			19			19			Cost of sales				Cost of sales
Foreign currency	Foreign currency	(27)		(67)		(13)		(169)		Interest expense	Foreign currency	(28)			20			20			Interest expense				Interest expense
Interest rates	Interest rates	1		1		4		4		Interest expense	Interest rates	1			1			1			Interest expense				Interest expense
Income tax (expense) benefit		6		22		(3)		55		Provision for income taxes
Income tax expense											Income tax expense	(1)					(10)					Provision for income taxes
Financial derivatives, net of tax	Financial derivatives, net of tax	(14)		(66)		13		(164)

Amortization of defined pension items:	Amortization of defined pension items:
Settlement loss		—		6		—		100		Other expense, net

Amortization of defined pension items:

Amortization of defined pension items:

Actuarial loss

Actuarial loss

Actuarial loss	Actuarial loss	3		5		6		18		Other expense, net	3			2		2			Other income, net				Other income, net
Prior service cost	Prior service cost	—		1		2		3		Other expense, net	Prior service cost	1			1			1			Other income, net				Other income, net
Income tax expense	Income tax expense	(1)		(2)		(2)		(28)		Provision for income taxes	Income tax expense	(1)			(1)			(1)			Provision for income taxes				Provision for income taxes
Defined pension items, net of tax	Defined pension items, net of tax	2		10		6		93

Total reclassifications, before tax	Total reclassifications, before tax	(17)		(76)		24		(98)
Income tax (expense) benefit		5		20		(5)		27		Provision for income taxes

Total reclassifications, before tax

Total reclassifications, before tax
Income tax expense
Income tax expense
Income tax expense												(2)					(11)					Provision for income taxes
Total reclassifications, after tax	Total reclassifications, after tax	$	(12)	$	(56)	$	19	$	(71)	Amount included in net income	Total reclassifications, after tax	$	14		$		$	32		Amount included in net income				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 ~~September 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 ~~May and August 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, April 15, 2023 and July 15, 2023. Dividends~~2024. These dividends totaled $5$2 million for each of the ~~nine~~three months ended ~~September 30, 2023~~March 31, 2024 and ~~2022.~~2023.

~~11.~~

Table of Contents

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 compute basic and diluted earnings per share under the two-class method.

~~Table of Contents~~

~~LYONDELLBASELL INDUSTRIES N.V.~~

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

Earnings per share data is as follows:

Three Months Ended September 30,
2023 2022
Millions of dollars Continuing
Operations Discontinued
Operations Continuing
Operations Discontinued
Operations
Net income (loss) $ 748 $ (1) $ 573 $ (1)
Dividends on redeemable non-controlling interests (2) — (2) —
Net income attributable to participating securities (2) — — —
Net income (loss) attributable to ordinary shareholders – basic and diluted $ 744 $ (1) $ 571 $ (1)
Millions of shares, except per share amounts
Basic weighted average common stock outstanding 324 324 326 326
Effect of dilutive securities 1 1 1 1
Potential dilutive shares 325 325 327 327
Earnings per share:
Basic $ 2.29 $ — $ 1.75 $ —
Diluted $ 2.29 $ — $ 1.75 $ —


		Nine Months Ended September 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)	$	1,940	$	(4)	$	3,539	$	(3)

Dividends on redeemable non-controlling interests

Dividends on redeemable non-controlling interests

Dividends on redeemable non-controlling interests	Dividends on redeemable non-controlling interests	(5)		—		(5)		—
Net income attributable to participating securities	Net income attributable to participating securities	(7)		—		(9)		—
Net income (loss) attributable to ordinary shareholders – basic and diluted	Net income (loss) attributable to ordinary shareholders – basic and diluted	$	1,928	$	(4)	$	3,525	$	(3)

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		327		327
Effect of dilutive securities	Effect of dilutive securities	1		1		1		1
Potential dilutive shares	Potential dilutive shares	326		326		328		328

Earnings per share:	Earnings per share:
Earnings per share:
Earnings per share:
Basic
Basic
Basic	Basic	$	5.93	$	(0.01)	$	10.77	$	(0.01)
Diluted	Diluted	$	5.91	$	(0.01)	$	10.75	$	(0.01)

2523

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LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

~~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.

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 September 30, 2023
Millions of dollars O&P–
Americas O&P–
EAI I&D APS Refining Technology Other Total
Sales and other operating revenues:
Customers $ 1,717 $ 2,324 $ 2,985 $ 897 $ 2,510 $ 192 $ — $ 10,625
Intersegment 1,164 122 96 2 155 26 (1,565) —
2,881 2,446 3,081 899 2,665 218 (1,565) 10,625
Income (loss) from equity investments 6 (3) 3 — — — — 6
EBITDA 479 (45) 708 18 76 146 (26) 1,356
Capital expenditures 156 67 120 18 10 18 5 394


	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

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LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)


		Three Months Ended September 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	$	2,413	$	2,899	$	3,229	$	1,049	$	2,506	$	154	$	—	$	12,250
Customers
Customers
Intersegment	Intersegment	1,277		210		54		—		246		19		(1,806)		—
	2,808
Income (loss) from equity investments
		3,690		3,109		3,283		1,049		2,752		173		(1,806)		12,250
Income (loss) from equity investments		19		(39)		(6)		—		—		—		—		(26)
EBITDA	EBITDA	588		(74)		360		28		106		92		8		1,108
EBITDA
EBITDA
Impairments
Capital expenditures	Capital expenditures	70		52		245		19		22		25		6		439

Nine Months Ended September 30, 2023
Millions of dollars O&P-
Americas O&P-
EAI I&D APS Refining Technology Other Total
Sales and other operating revenues:
Customers $ 5,200 $ 7,569 $ 8,255 $ 2,848 $ 6,860 $ 446 $ — $ 31,178
Intersegment 3,216 498 170 8 454 65 (4,411) —
8,416 8,067 8,425 2,856 7,314 511 (4,411) 31,178
Income (loss) from equity investments 41 (21) (8) (1) — — — 11
EBITDA 1,699 116 1,606 (174) 369 298 (44) 3,870
Capital expenditures 340 186 403 49 12 50 7 1,047

Nine Months Ended September 30, 2022
Millions of dollars O&P–
Americas O&P–
EAI I&D APS Refining Technology Other Total
Sales and other operating revenues:
Customers $ 7,576 $ 10,221 $ 10,219 $ 3,297 $ 8,467 $ 465 $ — $ 40,245
Intersegment 4,086 711 169 4 793 83 (5,846) —
11,662 10,932 10,388 3,301 9,260 548 (5,846) 40,245
Income (loss) from equity investments 81 (39) (17) — — — — 25
EBITDA 2,481 326 1,581 141 672 307 1 5,509
Capital expenditures 312 250 673 43 48 81 10 1,417

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:~~

Millions of dollars O&P-
Americas O&P-
EAI I&D APS Refining Technology Total
September 30, 2023
Property, plant and equipment, net $ 6,370 $ 1,983 $ 5,615 $ 596 $ 140 $ 490 $ 15,194
Equity investments 2,012 1,513 529 2 — — 4,056
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

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.

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

~~Table~~Total costs incurred since our decision to exit the refining business through March 31, 2024, were $557 million. Our estimate of ~~Contents~~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.

~~LYONDELLBASELL INDUSTRIES N.V.~~

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

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.

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

Three Months Ended September 30, Nine Months Ended September 30,
Millions of dollars 2023 2022 2023 2022
Accelerated lease amortization costs $ 11 $ 36 $ 100 $ 36
Personnel costs 16 48 59 48
Asset retirement obligation accretion 2 — 6 —
Asset retirement cost depreciation 20 8 119 8
Refinery exit costs $ 49 $ 92 $ 284 $ 92

In subsequent periods, we expect to incur additional costs primarily consisting of accelerated amortization of operating lease assets of $10 million to $70 million, personnel costs of $35 million to $110 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 September 30, 2023, we recorded asset retirement obligations of $257 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.

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LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

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 September 30,				Nine Months Ended September 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	$	1,382	$	1,100	$	3,914	$	5,508
Total segment EBITDA
Total segment EBITDA
Other EBITDA	Other EBITDA	(26)		8		(44)		1
Less:	Less:
Depreciation and amortization expense
Depreciation and amortization expense
Depreciation and amortization expense	Depreciation and amortization expense	(367)		(318)		(1,154)		(933)
Interest expense	Interest expense	(125)		(70)		(356)		(202)
Add:	Add:
Interest income	Interest income	37		7		88		13
Interest income
Interest income
Income from continuing operations before income taxes	Income from continuing operations before income taxes	$	901	$	727	$	2,448	$	4,387

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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, our~~ ~~Catalloy~~OVERVIEW

In North America, lower costs for natural gas-based feedstocks and polybutene-1 businesses were moved from the Advanced Polymer Solutions (“APS”) segment and reintegrated into the Olefins and Polyolefins-Americas (“O&P-Americas”) and Olefins and Polyolefins-Europe, Asia, International (“O&P-EAI”) segments. This move will allow the APS team to focus on our compounding and solutions business, and to develop a more agile operating model with meaningful regional and segment growth strategies. The segment information provided herein has been revised for all periods presented to reflect these changes.

~~OVERVIEW~~

~~Results for the third quarter of 2023 decreased slightly compared to the second quarter of 2023. Our O&P-Americas and O&P-EAI segment results decreased as global~~energy benefited olefins and polyolefins margins ~~were compressed by higher feedstock costs, tepid polymer~~while regional demand ~~in both the U.S. and Europe, and new industry capacity. These decreases were partially offset by an increase in~~for polyethylene improved. Our North American ~~polyethylene export~~ volumes ~~as global trade flows~~were constrained by downtime in olefins, polyolefins, propylene oxide, oxyfuels and acetyls. In Europe, logistics disruptions in the Red Sea restricted competitive imports and led to increased volumes from our local assets for both our Olefins & Polyolefins Europe, Asia, International and Intermediates & Derivatives segments. Globally, tepid demand for durable goods continued to ~~normalize toward pre-pandemic levels. Intermediates~~challenge volumes and Derivatives (“I&D”) results improved significantly as a result of strong oxyfuels margins. Additionally, higher licensing revenues from contracts reaching significant milestones resulted in an improvement in Technology results.margins for polypropylene and propylene oxide.

Results for the first nine months of 2023 decreased compared to the first nine months of 2022. Global polyolefins margins decreased primarily due to a decline in average sales prices resulting in lower O&P-Americas and O&P-EAI segment results. APS segment results decreased primarily as a result of the impact of the first quarter 2023 goodwill impairment. Refining results declined primarily as a result of decreased margins.

~~During the first nine months of 2023 we generated $3,438 million in cash from operating activities.~~ We remain committed to aour balanced and disciplined ~~approach to~~ capital allocation ~~spending $1,047~~strategy. During the first quarter of 2024 we used $114 million of cash for operating activities, invested $483 million in capital expenditures and ~~returning $1,415~~returned $408 million to shareholders through ~~dividends~~dividend payments. The use of cash for operating activities during the quarter was due to a build in working capital primarily driven by higher volumes and ~~share repurchases.~~prices in most of our segments. Additionally, in the first quarter of 2024, we successfully issued $750 million of guaranteed notes to refinance our 2024 maturity at a lower rate.

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


		Three Months Ended				Nine Months Ended
		Three Months Ended
		Three Months Ended
		Three Months Ended
		September 30,		June 30,		September 30,		September 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	$	10,625	$	10,306	$	31,178	$	40,245
Cost of sales	Cost of sales	9,177		8,868		26,909		34,491
Impairments	Impairments	25		—		277		69
Selling, general and administrative expenses	Selling, general and administrative expenses	378		395		1,158		976
Research and development expenses	Research and development expenses	31		32		96		95
Operating income	Operating income	1,014		1,011		2,738		4,614
Interest expense	Interest expense	(125)		(115)		(356)		(202)
Interest income	Interest income	37		28		88		13
Other expense, net		(31)		(7)		(33)		(63)
Income (loss) from equity investments		6		(12)		11		25
Other income (expense), net
(Loss) income from equity investments
Income from continuing operations before income taxes	Income from continuing operations before income taxes	901		905		2,448		4,387
Provision for income taxes		153		188		508		848
Provision for (benefit from) income taxes
Income from continuing operations	Income from continuing operations	748		717		1,940		3,539
Loss from discontinued operations, net of tax	Loss from discontinued operations, net of tax	(1)		(2)		(4)		(3)
Net income	Net income	747		715		1,936		3,536
Other comprehensive income (loss), net of tax –	Other comprehensive income (loss), net of tax –
Financial derivatives	Financial derivatives	17		3		24		213

Financial derivatives
Financial derivatives
Defined benefit pension and other postretirement benefit plans	Defined benefit pension and other postretirement benefit plans	2		2		6		134
Foreign currency translations	Foreign currency translations	(86)		(31)		(58)		(355)
Total other comprehensive loss, net of tax		(67)		(26)		(28)		(8)
Total other comprehensive (loss) income, net of tax
Comprehensive income	Comprehensive income	$	680	$	689	$	1,908	$	3,528

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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 ~~$319~~planned and unplanned outages resulted in a 3% decrease in revenues, which was partially offset by a 3% increase in revenues due to higher average sales prices.

Revenues decreased by $322 million, or 3%, in the ~~third~~first quarter of ~~2023~~2024 compared to the ~~second~~first quarter of 2023. Lower average sales prices for many of our products resulted in a 7% decrease in revenues. Higher volumes, ~~primarily in our O&P-Americas and I&D Segments~~ driven by ~~higher~~improved demand, resulted in a 2%3% increase in revenues. Average sales prices in the third quarter of 2023 were higher for our Refining and I&D segments, as sales prices generally correlate with crude oil prices, which increased relative to the second quarter of 2023. These priceFavorable foreign exchange impacts resulted in a 1% increase ~~in revenues.~~

Revenues decreased by $9,067 million, or 23%, in the first nine months of 2023 compared to the first nine 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 nine months of 2022. These lower prices led to the 23% decrease in revenues.

Cost of Sales—Cost of sales ~~increased~~decreased by ~~$309~~$177 million, or ~~3% in the third quarter of 2023 compared to the second quarter of 2023 primarily driven by higher feedstock and energy costs. Cost of sales decreased by $7,582 million, or 22%~~2%, in the first ~~nine months~~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 ~~nine months~~quarter of ~~2022,~~2023, 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 ~~nine months~~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. Additionally, we recognized a non-cash impairment charge of $25 million related to capital project costs in our O&P-Americas segment. During the first nine months 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 third quarter of 2023 compared to the second quarter of 2023. SG&A expenses increased by $182 million, or 19%, in the first nine months of 2023 compared to the first nine months of 2022. Approximately 60% of this increase was attributable to higher employee-related expenses and the remaining increase was primarily driven by professional fees incurred for strategic projects.

Operating Income—Operating income ~~remained relatively unchanged~~increased by $389 million, or 123%, in the ~~third~~first quarter of ~~2023~~2024 compared to the ~~second~~fourth quarter of 2023. Operating income in our I&D, O&P-EAI, Technology, Refining and ~~Refinery~~APS segments increased by ~~$250~~$242 million, ~~$64~~$129 million, $40 million, $37 million and ~~$54~~$30 million, respectively. These increases were offset by a decrease in our O&P-Americas segment of $88 million.

Operating income remained relatively unchanged in the first quarter of 2024 compared to the first quarter of 2023. Operating income in our APS and Technology segments increased by $260 million and $48 million, respectively. These increases were offset by decreases in our ~~O&P-Americas,~~Refining, I&D, O&P-EAI and ~~APS~~O&P-Americas segments of ~~$198~~$162 million, ~~$149~~$108 million, $32 million and $15 ~~million, respectively.~~

Operating income decreased by $1,876 million, or 41%, in the first nine months of 2023 compared to the first nine months of 2022. Operating income in our O&P-Americas, Refining, APS, O&P-EAI, I&D and Technology segments decreased by $768 million, $434 million, $310 million, $251 million, $101 million and $16 million, respectively.

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

~~Interest Expense~~—Interest expense remained relatively unchanged in the third quarter of 2023 compared to the second quarter of 2023. Interest expense increased by $154 million, or 76%, in the first nine months of 2023 compared to the first nine months of 2022. Approximately half of this increase was attributable to lower capitalized interest associated with our new PO/TBA plant which started-up in the first quarter of 2023. The remaining increase was primarily due to the impact of our fixed-for-floating interest rate swaps driven by higher interest rates in current year.

Income Taxes—Our effective income tax rate for the ~~third~~first quarter of 2024 was 20.4% compared to -3.9% for the fourth quarter of 2023. In the fourth quarter of 2023, ~~was 17.0% compared to 20.8% for~~ the ~~second quarter~~impact of ~~2023. The lower~~impairments and a patent box ruling decreased our effective income tax rate ~~for the third quarter~~by 15.1% and 7.0%, respectively. These movements were coupled with an increase in our effective income tax rate of ~~2023 is primarily attributable~~10.3% related to ~~an audit settlement recognized during the second quarter of 4.8%. Additionally,~~changes in pre-tax income in countries with varying statutory tax rates partially offset by fluctuations in foreign exchange gains or losses pre-tax income in countries with varying tax rates, and uncertain tax positions decreased the effective income tax rate by 0.9%, 0.8%, and 0.7%, respectively. These decreases were partially offset by a 4.4% increase in our effective income tax rate due to decreased exempt income.

~~Table~~ of ~~Contents~~5.9%.

Our effective income tax rate for the first ~~nine months~~quarter of ~~2023~~2024 was ~~20.8%~~20.4% compared to ~~19.3%~~26.0% for the first ~~nine months~~quarter of ~~2022.~~2023. The ~~higher~~lower effective tax rate for the first ~~nine months~~quarter of ~~2023~~2024 was primarily due to the first quarter 2023 goodwill impairment, for which there iswas no tax benefit, of ~~1.7%~~6.6%, coupled with ~~an audit settlement during the second quarter 2023 of 1.6%.~~a 2.1% decrease in our effective income tax rate related to changes in pre-tax income in countries with varying statutory tax rates. These ~~increases~~decreases were partially offset by a ~~1.4% 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 lower earnings.~~Contents

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

Comprehensive Income—Comprehensive income ~~decreased~~increased by $9$308 million in the ~~third~~first quarter of 2024 compared to the fourth quarter of 2023, primarily due to the increase in Net income. Comprehensive income decreased by $122 million in the first quarter of 2024 compared to the ~~second~~first quarter of 2023, primarily due to the net unfavorable impacts of unrealized changes in foreign currency translation adjustments partially offset by the increase in Net income. Comprehensive income decreased by $1,620 million in the first nine months of 2023 compared to the first nine months of 2022, primarily due to the decrease in Net income.adjustments. The components of Other comprehensive income (loss) are discussed below.

Financial derivatives designated as cash flow hedges, primarily our ~~forward-starting interest rate~~commodity swaps, led to ~~a decrease~~an increase in Comprehensive income of ~~$189~~$105 million in the first ~~nine months~~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 first quarter of 2024 compared to the first ~~nine months~~quarter of ~~2022 due to periodic changes in the benchmark interest rates combined with a decrease in notional outstanding.~~2023.

Defined pension and postretirement benefit plans led to ~~a decrease~~an increase of Comprehensive income of ~~$128~~$106 million in the first ~~nine months~~quarter of 2024 compared to the fourth quarter of 2023, as the fourth quarter of 2023 reflected annual changes in actuarial assumptions. Defined pension and postretirement benefit plans remained relatively unchanged in the first quarter of 2024 compared to the first ~~nine months of 2022, primarily due to pre-tax pension settlements in the second~~ quarter of ~~2022.~~2023.

Foreign currency translations decreased Comprehensive income by ~~$55~~$191 million and $119 million in the ~~third~~first quarter of 2024 compared to the fourth and first quarter of 2023, ~~compared to the second quarter of 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. Foreign currency translation increased Comprehensive income by $297 million in the first nine months of 2023 compared to the first nine months of 2022, primarily due to the strengthening of the U.S. dollar relative to the euro in the first nine months of 2022, 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”. See the table below for a reconciliation of EBITDA to its nearest generally accepted accounting principles (“GAAP”) measure.

The following table presents the reconciliation of Net Income to EBITDA for each of the periods presented:

Three Months Ended Nine Months Ended
September 30, June 30, September 30, September 30,
Millions of U.S. dollars 2023 2023 2023 2022
Net income $ 747 $ 715 $ 1,936 $ 3,536
Loss from discontinued operations, net of tax 1 2 4 3
Income from continuing operations 748 717 1,940 3,539
Provision for income taxes 153 188 508 848
Depreciation and amortization 367 391 1,154 933
Interest expense, net 88 87 268 189
EBITDA $ 1,356 $ 1,383 $ 3,870 $ 5,509

~~Table of Contents~~


	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 tables ~~below by segment:~~below:

Three Months Ended Nine Months Ended
September 30, June 30, September 30, September 30,
Millions of dollars 2023 2023 2023 2022
Sales and other operating revenues:
O&P-Americas segment $ 2,881 $ 2,727 $ 8,416 $ 11,662
O&P-EAI segment 2,446 2,729 8,067 10,932
I&D segment 3,081 2,662 8,425 10,388
APS segment 899 960 2,856 3,301
Refining segment 2,665 2,459 7,314 9,260
Technology segment 218 154 511 548
Other, including intersegment eliminations (1,565) (1,385) (4,411) (5,846)
Total $ 10,625 $ 10,306 $ 31,178 $ 40,245
Operating income (loss):
O&P-Americas segment $ 326 $ 524 $ 1,221 $ 1,989
O&P-EAI segment (95) 54 (20) 231
I&D segment 611 361 1,292 1,393
APS segment (6) 9 (244) 66
Refining segment 51 (3) 234 668
Technology segment 134 70 265 281
Other, including intersegment eliminations (7) (4) (10) (14)
Total $ 1,014 $ 1,011 $ 2,738 $ 4,614
Depreciation and amortization:
O&P-Americas segment $ 147 $ 144 $ 435 $ 442
O&P-EAI segment 53 47 148 136
I&D segment 106 117 333 245
APS segment 24 24 70 71
Refining segment 25 49 135 11
Technology segment 12 10 33 28
Total $ 367 $ 391 $ 1,154 $ 933


	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				Nine Months Ended
		September 30,		June 30,		September 30,		September 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	$	6	$	12	$	41	$	81
O&P-EAI segment		(3)		(19)		(21)		(39)
I&D segment		3		(5)		(8)		(17)
APS segment		—		—		(1)		—
Total		$	6	$	(12)	$	11	$	25
Other (expense) income, net:
O&P-Americas segment
O&P-Americas segment	O&P-Americas segment	$	—	$	(1)	$	2	$	(31)
O&P-EAI segment	O&P-EAI segment	—		2		9		(2)
I&D segment	I&D segment	(12)		(1)		(11)		(40)
APS segment	APS segment	—		1		1		4
Refining segment	Refining segment	—		1		—		(7)
Technology segment	Technology segment	—		(1)		—		(2)
Other, including intersegment eliminations		(19)		(8)		(34)		15
Total	Total	$	(31)	$	(7)	$	(33)	$	(63)
EBITDA:
O&P-Americas segment		$	479	$	679	$	1,699	$	2,481
O&P-EAI segment		(45)		84		116		326
I&D segment		708		472		1,606		1,581
APS segment		18		34		(174)		141
Refining segment		76		47		369		672
Technology segment		146		79		298		307
Other, including intersegment eliminations		(26)		(12)		(44)		1
Total		$	1,356	$	1,383	$	3,870	$	5,509





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

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

Overview—EBITDA decreased in the ~~third~~first quarter of 2024 compared to the fourth quarter of 2023, ~~compared~~primarily due to the ~~second~~absence of a LIFO inventory valuation benefit recognized in the fourth quarter of ~~2023 and~~2023. EBITDA decreased in the first ~~nine months~~quarter of ~~2023~~2024 relative to the first ~~nine months~~quarter of ~~2022 primarily~~2023 driven by lower ~~polyolefin~~income from equity investments and decreased 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 third and second quarter of 2023, and the first nine 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				Nine Months Ended
		Three Months Ended
		Three Months Ended
		Three Months Ended
		September 30,		June 30,		September 30,		September 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	$	2,881	$	2,727	$	8,416	$	11,662
Income from equity investments	Income from equity investments	6		12		41		81
EBITDA	EBITDA	479		679		1,699		2,481

Revenue—Revenues for our O&P-Americas segment ~~increased by $154 million, or 6%~~remained relatively unchanged in the ~~third~~first quarter of ~~2023~~2024 compared to the ~~second~~fourth quarter of 2023 and ~~decreased~~increased by ~~$3,246~~$63 million, or ~~28%~~2%, in the first ~~nine months~~quarter of ~~2023~~2024 compared to the first ~~nine months~~quarter of ~~2022.~~2023.

~~Third~~First quarter of ~~2023~~2024 versus ~~second~~fourth quarter of 2023—Revenue increased by 8% as a result of higher ~~volumes driven by improved export demand for polyethylene. Lower~~polymer average sales prices driven by ~~increased polyolefin market~~ supply disruptions caused by unusually cold temperatures in the Gulf Coast. Lower sales volume driven by planned and unplanned outages led to ~~a 2%~~an 8% decrease in revenue.

First ~~nine months~~quarter of 2024 versus first quarter of 2023 ~~versus first nine months of 2022~~—~~Lower average sales prices across all products~~Higher co-product and polyethylene volumes resulted in a ~~27% decrease~~3% increase in revenue primarily driven by increased ~~market supply.~~demand. Lower ~~volumes~~average polymer sales prices resulted in a 1% decrease in revenue.

EBITDA—EBITDA decreased by ~~$200~~$83 million, or ~~29%~~14%, in the ~~third~~first quarter of ~~2023~~2024 compared to the ~~second~~fourth quarter of 2023 and by ~~$782~~$20 million, or ~~32%~~4%, in the first ~~nine months~~quarter of ~~2023~~2024 compared to the first ~~nine months~~quarter of ~~2022.~~2023.

~~Third~~First quarter of ~~2023~~2024 versus ~~second~~fourth quarter of 2023—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% decrease in EBITDA. Lower ~~polyethylene~~olefin results led to ~~a 16%~~an 8% decrease in EBITDA due to lower ~~integrated margins driven by higher feedstock costs~~volumes from planned and ~~new industry capacity. Lower olefins~~unplanned outages. Higher polymer results led to a 4%5% increase in EBITDA primarily driven by an increase in polyethylene margins due to higher average sales prices and lower ethylene costs.

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First quarter of 2024 versus first quarter of 2023—Lower income from equity investments led to a 2% decrease in EBITDA ~~primarily due~~mainly attributable to lower ~~ethylene volumes resulting from planned maintenance.~~

~~First nine months of 2023 versus first nine months of 2022~~—polypropylene margins at our joint venture in Mexico. Lower ~~polyolefins~~polymer results led to a ~~32%~~2% decrease in EBITDA primarily driven by lower ~~margins as a result of lower average sales prices reflecting tepid demand and new industry capacity.~~margins.

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

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

~~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 from the acquisition date.margins.

Ethylene Raw Materials—In Europe, naphtha is the primary raw material for our ethylene production and represented approximately ~~55%~~65% to ~~65%~~70% of the raw materials used in the ~~third and second~~first quarter of ~~2023,~~2024, and the fourth and first ~~nine 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 ~~Loss~~(Loss) income from equity investments, which is a component of EBITDA:


		Three Months Ended				Nine Months Ended
		Three Months Ended
		Three Months Ended
		Three Months Ended
		September 30,		June 30,		September 30,		September 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	$	2,446	$	2,729	$	8,067	$	10,932
Loss from equity investments		(3)		(19)		(21)		(39)
(Loss) income from equity investments
EBITDA	EBITDA	(45)		84		116		326

Revenue—Revenues ~~decreased~~increased by ~~$283~~$333 million, or ~~10%~~14%, in the ~~third~~first quarter of ~~2023~~2024 compared to the ~~second~~fourth quarter of 2023 and decreased by ~~$2,865~~$147 million, or ~~26%~~5%, in the first ~~nine months~~quarter of ~~2023~~2024 compared to the first ~~nine months~~quarter of ~~2022.~~2023.

~~Third~~First quarter of ~~2023~~2024 versus ~~second~~fourth quarter of 2023—~~Lower~~Higher volumes resulted in a revenue increase of 11% primarily due to an increase in demand. Higher average sales prices resulted in a ~~6% decrease~~2% increase in revenue reflecting increased demand from ~~weak demand despite crude oil prices,~~the impacts of the Red Sea logistics disruption which ~~on average,~~restricted competitive imports and increased ~~compared to the second quarter of 2023. Lower volumes resulted in a revenue decrease of 4% primarily due to a decline in demand.~~

~~First nine months of 2023 versus first nine months of 2022~~—Lower average sales prices resulted in a 25% decrease in revenue as sales prices generally correlate with crude oil prices, which, on average, decreased compared to the first nine months of 2022. Lower volumes resulted in a revenue decrease of 2% primarily due to a decline in demand.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 and volumes resulted in a decrease of 6% and 1%, respectively, due to lower demand. Favorable foreign exchange impacts resulted in a revenue increase of 2%.

EBITDA—EBITDA ~~decreased~~increased by ~~$129~~$139 million, or ~~154%~~111%, in the ~~third~~first quarter of ~~2023~~2024 compared to the ~~second~~fourth quarter of 2023 and decreased by ~~$210~~$63 million, or ~~64%~~82%, in the first ~~nine months~~quarter of ~~2023~~2024 compared to the first ~~nine months~~quarter of ~~2022.~~2023.

~~Third~~First quarter of ~~2023~~2024 versus ~~second~~fourth quarter of 2023—~~Lower~~During the fourth quarter of 2023 we recognized a non-cash impairment charge of $38 million. The absence of a similar charge in the first quarter of 2024 resulted in a 30% increase in EBITDA. First quarter 2024 logistic disruptions in the 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 ~~led to an 83% decrease in EBITDA~~ primarily driven by ~~lower margins as~~higher volumes.

First quarter of 2024 versus first quarter of 2023—A decrease in income from our equity investments led to a ~~result~~decline in EBITDA of ~~weak demand and higher naphtha costs.~~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. Lower polymer results led to a ~~69% decrease in EBITDA primarily driven by lower margins due to decreased demand as European markets remain challenging.~~

~~First nine months of 2023 versus first nine months of 2022—Lower polymer results led to a 117%~~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 30% increase in EBITDA primarily driven by higher volumes resulting from the absence of planned and unplanned downtime. During the first nine months 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 nine months of 2023 resulted in a 21% change in EBITDA. See Note 12 to the Consolidated Financial Statements for additional information.

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Intermediates and Derivatives Segment

Overview—~~EBITDA increased in~~During the ~~third~~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 first quarter of 2024. EBITDA decreased in the first quarter of 2024 compared to the ~~second~~first quarter of 2023, primarily ~~driven by margin improvements for oxyfuels and related products. EBITDA increased in the first nine months of 2023 compared~~due to ~~the first nine months of 2022, primarily driven by an increase in volumes for oxyfuels and related products, partially offset by~~ lower ~~margins for propylene oxide and derivatives.~~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				Nine Months Ended
		Three Months Ended
		Three Months Ended
		Three Months Ended
		September 30,		June 30,		September 30,		September 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	$	3,081	$	2,662	$	8,425	$	10,388
Income (loss) from equity investments		3		(5)		(8)		(17)
Loss from equity investments
EBITDA	EBITDA	708		472		1,606		1,581

Revenue—Revenues ~~increased~~decreased by ~~$419~~$75 million, or ~~16%~~3%, in the ~~third~~first quarter of ~~2023~~2024 compared to the ~~second~~fourth quarter of 2023 and ~~decreased~~ by ~~$1,963~~$96 million, or ~~19%~~4%, in the first ~~nine months~~quarter of ~~2023~~2024 compared to the first ~~nine months~~quarter of ~~2022.~~2023.

~~Third~~First quarter of ~~2023~~2024 versus ~~second~~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 ~~10%~~4% increase in revenue driven primarily by ~~oxyfuels and related~~intermediate chemicals products resulting from tight ~~industry~~market supply. ~~Sales volumes improved resulting in a 6% increase in revenue driven by improved demand.~~

First ~~nine months~~quarter of ~~2023~~2024 versus first ~~nine months~~quarter of ~~2022~~2023—Lower average sales prices resulted in a ~~22%~~9% decrease in revenue driven by ~~lower pricing~~oxyfuels and related products as a result of lower ~~demand.~~gasoline premiums. Sales volumes increased resulting in a 2%4% increase in revenue due to additional PO/TBA capacity. Favorable foreign exchange impacts resulted in a revenue increase of 1%.

EBITDA—EBITDA increased by ~~$236~~$239 million, or ~~50%~~327%, in the ~~third~~first quarter of ~~2023~~2024 compared to the ~~second~~fourth quarter of 2023 and decreased by ~~$25~~$114 million, or 2%27%, in the first ~~nine months~~quarter of ~~2023~~2024 compared to the first ~~nine months~~quarter of ~~2022.~~2023.

~~Third~~First quarter of ~~2023~~2024 versus ~~second~~fourth quarter of 2023—~~Oxyfuels~~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 ~~related products~~LIFO inventory valuation charges of $192 million and $97 million, respectively. The absence of similar charges in the first quarter of 2024 resulted in an increase in EBITDA.

First quarter of 2024 versus first quarter of 2023—Intermediate chemicals results ~~increased~~declined, resulting in a 10% decrease in EBITDA ~~by 51%~~ primarily driven by ~~margin improvement~~lower volumes from unplanned acetyls downtime. Propylene oxide and derivatives results drove a 9% decrease in EBITDA as ~~a result of higher sales prices reflecting tight supply from industry downtime.~~

~~First nine months of 2023 versus first nine months of 2022—Improved~~lower demand pressured margins. Lower oxyfuels and related products results led to an EBITDA ~~increase~~decrease of ~~27%~~3% driven primarily by ~~higher volumes as a result of strong demand and increased PO/TBA capacity. Propylene oxide and derivatives results drove a 23% decrease in EBITDA as~~lower margins ~~declined~~ due to lower ~~demand.~~blend premiums.

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Advanced Polymer Solutions Segment

Overview—EBITDA ~~decreased~~increased in the ~~third~~first quarter of 2024 relative to the fourth quarter of 2023 ~~relative~~primarily due to higher sales volumes. During the ~~second~~first quarter of 2023 ~~driven by reduced demand. EBITDA decreased in the first nine months of 2023 compared to the first nine 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 Loss from equity investments, which is a component of EBITDA:


		Three Months Ended				Nine Months Ended
		Three Months Ended
		Three Months Ended
		Three Months Ended
		September 30,		June 30,		September 30,		September 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	$	899	$	960	$	2,856	$	3,301
Loss from equity investments	Loss from equity investments	—		—		(1)		—
EBITDA	EBITDA	18		34		(174)		141

Revenue—Revenues ~~decreased~~increased by ~~$61~~$123 million, or 6%15%, in the ~~third~~first quarter of ~~2023~~2024 compared to the ~~second~~fourth quarter of 2023 and decreased by ~~$445~~$32 million, or ~~13%~~3%, in the first ~~nine months~~quarter of ~~2023~~2024 compared to the first ~~nine months~~quarter of ~~2022.~~2023.

~~Third~~First quarter of ~~2023~~2024 versus ~~second~~fourth quarter of 2023—~~Average sales prices decreased~~Sales volumes increased resulting in a ~~6% decrease~~12% increase in revenue stemming from higher demand. Average sales price increased resulting in a 2% increase in revenue. Favorable foreign exchange impacts resulted in a revenue increase of 1%.

First ~~nine months~~quarter of ~~2023~~2024 versus first ~~nine months~~quarter of ~~2022~~2023—Average sales price decreased resulting in an ~~11%~~8% decrease in revenue. Sales volumes ~~decreased~~increased resulting in a ~~3% decrease~~4% increase in revenue ~~stemming from lower~~due to higher demand. Favorable foreign exchange impacts resulted in a revenue increase of 1%.

EBITDA—EBITDA ~~decreased~~increased by ~~$16~~$23 million or ~~47%~~192% in the ~~third~~first quarter of ~~2023~~2024 compared to the ~~second~~fourth quarter of 2023 and by ~~$315~~$261 million or ~~223%~~115% in the first ~~nine months~~quarter of ~~2023~~2024 compared to the first ~~nine months~~quarter of ~~2022.~~2023.

~~Third~~First quarter of ~~2023~~2024 versus ~~second~~fourth quarter of 2023—~~The decline in~~ EBITDA ~~was~~increased primarily ~~driven by reduced~~due to higher volumes as a result of seasonal demand.

First ~~nine months~~quarter of ~~2023~~2024 versus first ~~nine months~~quarter of ~~2022~~2023—During the first ~~nine months~~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. ~~This~~The absence of this impairment charge ~~resulted~~ in ~~a 179% decrease in EBITDA. See Note 12 to our Consolidated Financial Statements~~the first quarter of 2024 was the primary driver for ~~additional information. Lower volumes resulted in a 31% decrease in~~the improved EBITDA ~~as a result of a decline in demand. Margins declined resulting in a 16% decrease in EBITDA primarily as a result of increased manufacturing costs.~~

results.

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Refining Segment

Overview—EBITDA increased in the ~~third~~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 first quarter of 2024 compared to the ~~second~~first quarter of 2023 primarily due to ~~a decrease in costs related to our planned exit from the refining business. EBITDA decreased in the first nine months of 2023 compared to the first nine months of 2022 due to~~ lower ~~margins and an increase in costs incurred related to the planned exit from the refining business.~~margins.

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				Nine Months Ended
		Three Months Ended
		Three Months Ended
		Three Months Ended
		September 30,		June 30,		September 30,		September 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	$	2,665	$	2,459	$	7,314	$	9,260
EBITDA	EBITDA	76		47		369		672

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	248		245		240		241

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	$	32.19	$	25.11	$	28.91	$	34.45
Brent - Maya differential	Brent - Maya differential	8.53		14.34		14.09		9.95
Total Maya 2-1-1	Total Maya 2-1-1	$	40.72	$	39.45	$	43.00	$	44.40

Revenue—Revenues ~~increased~~decreased by ~~$206~~$310 million, or 8%13%, in the ~~third~~first quarter of ~~2023~~2024 compared to the ~~second~~fourth quarter of 2023 and ~~decreased~~ by ~~$1,946~~$100 million, or ~~21%~~5%, in the first ~~nine months~~quarter of ~~2023~~2024 compared to the first ~~nine months~~quarter of ~~2022.~~2023.

~~Third~~First quarter of 2024 versus fourth quarter of 2023 ~~second first quarter of 2023~~—Higher product prices led to a revenue increase of 11% due to an average Brent crude oil price increase of approximately $7.94 per barrel. Sales volumes decreased due to planned outages resulting in a 3% decrease in revenue.

~~First nine months of 2023 versus first nine months of 2022~~—Lower product prices led to a revenue decrease of ~~23%~~9% due to an average Brent crude oil price decrease of approximately ~~$20.27~~$0.84 per barrel. Lower sales volumes due to planned and unplanned outages led to a 4% decline in revenue.

First quarter of 2024 versus first quarter of 2023—Lower product prices led to a revenue decrease of 8% due to lower average sales prices reflecting lower margins on refined products. Sales volumes ~~increased 2% due to~~were higher ~~operating rates at our downstream units.~~

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 3% increase in revenue.

EBITDA—EBITDA increased by ~~$29~~$45 million, or ~~62%~~450%, in the ~~third~~first quarter of ~~2023~~2024 compared to the ~~second~~fourth quarter of 2023 and decreased by ~~$303~~$191 million, or ~~45%~~78%, in the first ~~nine months~~quarter of ~~2023~~2024 compared to the first ~~nine months~~quarter of ~~2022.~~2023.

~~Third~~First quarter of ~~2023~~2024 versus ~~second~~fourth quarter of 2023—~~A decrease~~During the fourth quarter of 2023 we recognized LIFO inventory charges of $42 million, no similar charges were recognized in ~~costs related to our planned exit from the refining business, driven by our decision to extend the operations of our Houston refinery to no later than the end of~~ the first quarter of ~~2025,~~2024. Margin changes resulted in an ~~81% increase~~EBITDA decrease of 60% in ~~EBITDA.~~the first quarter of 2024. Despite an increase in the Maya 2-1-1 industry crack spread of approximately $2$7 per barrel to ~~$41~~$34 per barrel in the ~~third~~first quarter, ~~margin declined due~~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 ~~impact of commodity hedges resulting in a 32% decrease in EBITDA.~~Consolidated Financial Statements.

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First ~~nine months~~quarter of ~~2023~~2024 versus first ~~nine months~~quarter of ~~2022~~2023—Lower margins drove a ~~33%~~90% decrease in EBITDA primarily due to a decrease in the Maya 2-1-1 industry crack spread of approximately $15 per barrel driven by lower ~~operating yields of higher-value refined products. An increase~~Maya crude differential resulting from a decrease in heavy crude supply. Lower volumes due to planned and unplanned downtime resulted in a 9% decrease in EBITDA. A decrease in costs incurred related to our planned exit from the refining business in the first ~~nine months~~quarter of ~~2023~~2024 compared to the first ~~nine months~~quarter of 2023 resulted in a ~~12% decrease~~22% increase in EBITDA. ~~See Note 12 to the Consolidated Financial Statements for additional information regarding our planned exit of the~~

~~Table of Contents~~

~~refining business.~~

Technology Segment

Overview—EBITDA increased in the ~~third~~first quarter of 2024 compared to the fourth quarter of 2023 ~~compared~~and in the first quarter of 2024 relative to the ~~second~~first quarter of 2023 primarily due to ~~higher~~ licensing revenues as contracts reached significant milestones. EBITDA decreased in the first nine months of 2023 relative to the first nine months of 2022 primarily driven by lower catalyst volumes partially offset by higher catalyst margins.results.

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


		Three Months Ended				Nine Months Ended
		Three Months Ended
		Three Months Ended
		Three Months Ended
		September 30,		June 30,		September 30,		September 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	$	218	$	154	$	511	$	548
EBITDA	EBITDA	146		79		298		307

Revenue—Revenues increased by ~~$64~~$40 million, or ~~42%~~26%, in the ~~third~~first quarter of ~~2023~~2024 compared to the ~~second~~fourth quarter of 2023 and ~~decreased~~ by ~~$37~~$53 million, or 7%38%, in the first ~~nine months~~quarter of ~~2023~~2024 compared to the first ~~nine months~~quarter of ~~2022.~~2023.

~~Third~~First quarter of ~~2023~~2024 versus ~~second~~fourth quarter of 2023—~~Licensing~~Higher licensing revenues ~~increased by 31% as~~resulting from more contracts ~~reached~~reaching significant milestones ~~during the quarter.~~drove a 28% increase in revenue. Favorable foreign exchange impacts increased revenue by 1%. Lower catalyst volume resulted in a 3% decrease in revenue primarily driven by weaker demand.

First quarter of 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 7%5% increase in ~~revenues.~~revenue primarily driven by higher demand. Favorable foreign exchange impacts increased revenue by 2%. Higher average catalyst sales price resulted in a 4%1% increase in revenues.

~~First nine months of 2023 versus first nine months of 2022~~—Lower catalyst volumes resulted in a 12% decrease in revenue primarily driven by lower demand. Higher licensing revenues resulting from contracts reaching significant milestones drove a 3% increase in revenue. Favorable foreign exchange impact increased revenue by 2%.

EBITDA—EBITDA increased by ~~$67~~$41 million, or ~~85%~~53%, in the ~~third~~first quarter of ~~2023~~2024 compared to the ~~second~~fourth quarter of 2023 and ~~decreased~~ by $9$45 million, or 3%62%, in the first ~~nine months~~quarter of ~~2023~~2024 compared to the first ~~nine months of 2022.~~

~~Third~~ quarter of ~~2023 versus second~~2023. Licensing results led to a 56% increase in EBITDA in the first quarter of ~~2023—Licensing revenues increased primarily due~~2024 compared to both the fourth and first quarters of 2023, as a result of more contracts with higher average values reaching significant ~~milestone resulting in a 63% increase in EBITDA. Higher catalyst results increased EBITDA 21% driven by higher demand.~~

~~First nine months of 2023 versus first nine months of 2022~~—Lower catalyst volumes driven by lower demand resulted in a 17% decrease in EBITDA. Higher catalyst margins resulted in a 7% increase in EBITDA. Higher licensing revenues from contracts reaching significant milestones resulted in a 3% increase in EBITDA. Favorable foreign exchange impact increased EBITDA by 2%.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:


		Nine Months Ended September 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	$	3,438	$	4,515
Operating activities
Operating activities
Investing activities	Investing activities	(1,171)		(1,433)
Financing activities	Financing activities	(1,545)		(2,929)

Operating Activities—Cash ~~provided~~used in by operating activities of $~~3,438~~114 million in the first ~~nine 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 ~~nine months~~quarter of 2024, the main components of working capital used $629 million of cash primarily driven by increases in Accounts receivable due to higher volumes and prices across most of our segments.

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

In the first quarter of 2023, the main components of working capital used ~~$447~~$558 million of cash driven primarily by increases in Accounts receivable and Inventories. The increase in Accounts receivable was primarily driven by higher volumes and average sales prices in our O&P-EAI, I&D and ~~Refining~~APS segments. The increase in Inventories was primarily to support operating rates and industry demand for our O&P-Americas and Refining segments, partially offset by lower inventory in our APS segment driven by lower average costs and volumes.

~~Cash~~ ~~provided~~ ~~by operating activities of $4,515 million in the first nine months of 2022 primarily reflected earnings adjusted for non-cash items and cash used by the main components of working capital.~~

In the first nine months of 2022, the main components of working capital used $267 million of cash driven primarily by an increase in Inventories partially offset by a decrease in Accounts receivable and an increase in Accounts payable. The increase in Inventories was primarily due to inventory build ~~following~~associated with the timing of the start-up of our PO/TBA plant in Houston, TX as well as planned and unplanned outages. The decrease in Accounts receivable was driven by lower revenues across most businesses primarily as a result of lower average sales prices and lower sales volume. The increase in Accounts payable was primarily driven by higher energy costs and higher raw material costs for our Refining and I&D segments.

Investing Activities—Capital expenditures in the first ~~nine months~~quarter of ~~2023~~2024 totaled ~~$1,047~~$483 million compared to ~~$1,417~~$352 million in the first ~~nine months~~quarter of ~~2022. Approximately 35% and 50% of our capital expenditures in~~2023. During the first ~~nine 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 for additional information regarding capital~~profit-generating growth projects. Capital expenditures ~~by segment.~~

~~In the~~in first ~~nine months~~quarter of 2023 foreign currency contracts with an aggregate notional value of €500 million expired. Upon settlement of these foreign currency contracts, we paid €500 million ($550 million at the expiry spot rate) toincluded spending for our ~~counterparties and received $612 million from our counterparties.~~

In the first nine months of 2022, foreign currency contracts with an aggregate notional value of €500 million expired. Upon settlement of these foreign currency contracts, we paid €500 million ($501 million at the expiry spot rate) to our counterparties and received $614 million from our counterparties.PO/TBA plant.

Financing Activities—We made dividend payments totaling ~~$1,204~~$408 million and ~~$2,859~~$389 million ~~which included a special dividend of $5.20 per share totaling $1,704 million paid in June 2022,~~ in the first ~~nine months~~quarter of 2024 and 2023, ~~and 2022,~~ respectively. ~~Additionally,~~We had no share repurchases in the first ~~nine months~~quarter of ~~2023~~2024 and ~~2022,~~ we made payments of ~~$211 million and $420~~$70 million to repurchase outstanding ordinary shares ~~respectively.~~

~~Table~~in the first quarter of ~~Contents~~2023.

In ~~May 2023,~~February 2024, we issued ~~$500~~$750 million of ~~5.625%~~5.5% guaranteed notes due ~~2033. For additional detail see Note 6 to the Consolidated Financial Statements.~~

2034. In ~~July 2023,~~March 2024, we repaid the ~~$425~~$775 million remaining of outstanding principal on our ~~4.0% guaranteed~~5.75% senior notes due ~~2023.~~

Through the repurchase and issuance of commercial paper instruments under our commercial paper program, we made net repayments of $200 million in the first nine months of 2023 and received net proceeds of $96 million in the first nine months of 2022.

~~In the first~~ ~~nine months~~ ~~of 2022, we~~ ~~received a return of collateral of $238 million, related~~2024. For additional detail see Note 7 to the ~~positions held with our counterparties for certain forward-starting interest rate swaps.~~Consolidated Financial Statements.

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 ~~September 30, 2023,~~March 31, 2024, we had Cash and cash equivalents totaling ~~$2,833~~$2,314 million, which includes ~~$1,638~~$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 ~~September 30, 2023,~~March 31, 2024, we had total debt, including current maturities, of ~~$11,106~~$11,194 million. Additionally, we had ~~$192~~$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 ~~September 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 ~~September 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 ~~September 30, 2023,~~March 31, 2024, we had no borrowings or letters of credit outstanding under this facility.

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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.

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 ~~nine months~~quarter of ~~2023, we purchased approximately 2.3 million shares under our share repurchase authorizations for $211 million.~~2024.

As of ~~October 25, 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%~~40

Table of ~~the 2023 budget is planned for sustaining maintenance, with the remaining budget supporting profit-generating growth projects.~~Contents

CURRENT BUSINESS OUTLOOK

In the ~~fourth~~second quarter of ~~2023,~~2024, we expect ~~seasonally softer~~seasonal demand improvements across most ~~businesses. Higher feedstock~~of our segments. Low costs ~~new industry capacity~~for natural gas and ~~the slow pace of Chinese demand growth~~NGLs should continue to ~~pressure global olefins~~benefit margins for our North American and ~~polyolefins margins. Oxyfuels~~Middle East production relative to higher oil-based costs in most other regions. With the start of the summer driving season, oxyfuels and refining margins are expected to ~~decrease following the conclusion of the summer driving season. Nonetheless, oxyfuels margins are expected to remain well above historical averages.~~increase with higher gasoline crack spreads and lower butane costs. During the ~~fourth~~second quarter of 2024, we expect to operate our assets in line with market demand with average operating rates of 85% for our O&P-Americas ~~assets, 75% for European O&P-EAI assets and 70% for I&D assets.~~

~~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 recurring annual EBITDA.

Our value enhancement program is progressing ahead of schedule. As a result, during the second quarter we announced that the program’s near-term target was increased by approximately 30% to $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. Management expects to exceed this target.

We estimated 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~~

~~Goodwill Impairment~~—We evaluate the recoverability of the carrying value of goodwill annually or more frequently if events or changes in circumstances indicate that the carrying amount 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 our O&P-Americas and O&P-EAI segments. When moved, a portion of the APS reporting unit’s goodwill was allocated to the O&P-Americas and O&P-EAI segments ~~based on the businesses’ relative fair values compared~~and 80% for our Intermediates & Derivatives segment. We continue to ~~the reportable segment.~~

~~In the first quarter of 2023, we evaluated goodwill~~monitor targeted stimulus efforts and 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 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 ~~nine~~three months ended ~~September 30, 2023.~~March 31, 2024.

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Item 4. CONTROLS AND PROCEDURES

As of ~~September 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 ~~September 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. In September 2023, the court entered judgment and the fine was paid.

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 was entered by the court. In August 2023, the fine was paid.

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
July 1 - July 31 330,048 $ 92.43 330,048 33,136,158
August 1 - August 31 77,217 $ 97.14 77,217 33,058,941
September 1 - September 30 — $ — — 33,058,941
Total 407,265 $ 93.32 407,265 33,058,941

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 ~~September 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 5.500% Guaranteed Notes due 2034, dated as of February 28, 2024 (incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K filed with the SEC on February 26, 2024).

4.4						Form of LYB International Finance III, LLC’s 5.500% Guaranteed Notes due 2034 (included in Exhibit 4.3).

31.1*						Certification of Principal Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934

31.2*						Certification of Principal Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934

32*						Certifications pursuant to 18 U.S.C. Section 1350

101.INS*						XBRL Instance Document–The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.

101.SCH*						XBRL Schema Document

101.CAL*						XBRL Calculation Linkbase Document

101.DEF*						XBRL Definition Linkbase Document

101.LAB*						XBRL Labels Linkbase Document

101.PRE*						XBRL Presentation Linkbase Document

104*						Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

* Filed herewith

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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:	~~October 27, 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			3027

Item 3. Quantitative and Qualitative Disclosures About Market Risk			4843

Item 4. Controls and Procedures			4944

Part II – Other Information			5045

Item 1. Legal Proceedings			5045

Item 1A. Risk Factors			5045

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			5045

Item 4. Mine Safety Disclosures			5045

Item 5. Other Information			5145

Item 6. Exhibits			5146

Signature			5247


	Effects of Financial Instruments
	Three Months Ended September 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	$	(24)	$	10	$	6	$	(22)	$	—	$	—	Cost of sales
Foreign currency	83		285		(27)		(67)		18		20		Interest expense
Interest rates	39		29		1		1		(47)		(94)		Interest expense
Derivatives not designated as hedges:
Commodities	—		—		—		—		10		(16)		Sales and other operating revenues
Commodities	—		—		—		—		(34)		(28)		Cost of sales
Foreign currency	—		—		—		—		5		(15)		Other expense, net


Total	$	98	$	324	$	(20)	$	(88)	$	(48)	$	(133)


	Three Months Ended September 30, 2023
Millions of dollars	O&P– Americas		O&P– EAI		I&D		APS		Refining		Technology		Other		Total
Sales and other operating revenues:
Customers	$	1,717	$	2,324	$	2,985	$	897	$	2,510	$	192	$	—	$	10,625
Intersegment	1,164		122		96		2		155		26		(1,565)		—
	2,881		2,446		3,081		899		2,665		218		(1,565)		10,625
Income (loss) from equity investments	6		(3)		3		—		—		—		—		6
EBITDA	479		(45)		708		18		76		146		(26)		1,356
Capital expenditures	156		67		120		18		10		18		5		394


	Nine Months Ended September 30, 2023
Millions of dollars	O&P- Americas		O&P- EAI		I&D		APS		Refining		Technology		Other		Total
Sales and other operating revenues:
Customers	$	5,200	$	7,569	$	8,255	$	2,848	$	6,860	$	446	$	—	$	31,178
Intersegment	3,216		498		170		8		454		65		(4,411)		—
	8,416		8,067		8,425		2,856		7,314		511		(4,411)		31,178
Income (loss) from equity investments	41		(21)		(8)		(1)		—		—		—		11
EBITDA	1,699		116		1,606		(174)		369		298		(44)		3,870
Capital expenditures	340		186		403		49		12		50		7		1,047


	Nine Months Ended September 30, 2022
Millions of dollars	O&P– Americas		O&P– EAI		I&D		APS		Refining		Technology		Other		Total
Sales and other operating revenues:
Customers	$	7,576	$	10,221	$	10,219	$	3,297	$	8,467	$	465	$	—	$	40,245
Intersegment	4,086		711		169		4		793		83		(5,846)		—
	11,662		10,932		10,388		3,301		9,260		548		(5,846)		40,245
Income (loss) from equity investments	81		(39)		(17)		—		—		—		—		25

EBITDA	2,481		326		1,581		141		672		307		1		5,509
Capital expenditures	312		250		673		43		48		81		10		1,417


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
July 1 - July 31	330,048	$	92.43	330,048	33,136,158
August 1 - August 31	77,217	$	97.14	77,217	33,058,941
September 1 - September 30	—	$	—	—	33,058,941
Total	407,265	$	93.32	407,265	33,058,941