UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q


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

For the quarterly period ended March 31, ~~2020~~2021


☐			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 of registrant’s principal executive offices)


						(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 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, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “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 ~~333,706,244~~334,353,962 ordinary shares, €0.04 par value, outstanding at April ~~29, 2020~~28, 2021 (excluding ~~6,339,384~~5,691,666 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

~~(In millions of dollars, except earnings per share)~~


		Three Months Ended March 31,					Three Months Ended March 31,
		2020		2019
Millions of dollars, except earnings per share						Millions of dollars, except earnings per share	2021		2020
Sales and other operating revenues:	Sales and other operating revenues:					Sales and other operating revenues:
Trade	Trade	$	7,303	$	8,565	Trade	$	8,851	$	7,303
Related parties	Related parties	191		213		Related parties	231		191
		7,494		8,778			9,082		7,494
Operating costs and expenses:	Operating costs and expenses:					Operating costs and expenses:
Cost of sales	Cost of sales	6,868		7,446		Cost of sales	7,678		6,868

Selling, general and administrative expenses	Selling, general and administrative expenses	295		287		Selling, general and administrative expenses	287		295
Research and development expenses	Research and development expenses	27		28		Research and development expenses	29		27
		7,190		7,761			7,994		7,190
Operating income	Operating income	304		1,017		Operating income	1,088		304
Interest expense	Interest expense	(89)		(92)		Interest expense	(110)		(89)
Interest income	Interest income	3		6		Interest income	2		3
Other income, net	Other income, net	—		25		Other income, net	25		0
Income from continuing operations before equity investments and income taxes	Income from continuing operations before equity investments and income taxes	218		956		Income from continuing operations before equity investments and income taxes	1,005		218
Income from equity investments	Income from equity investments	—		64		Income from equity investments	137		0
Income from continuing operations before income taxes	Income from continuing operations before income taxes	218		1,020		Income from continuing operations before income taxes	1,142		218
Provision for income taxes	Provision for income taxes	75		203		Provision for income taxes	70		75
Income from continuing operations	Income from continuing operations	143		817		Income from continuing operations	1,072		143
Income from discontinued operations, net of tax		1		—
(Loss) income from discontinued operations, net of tax						(Loss) income from discontinued operations, net of tax	(2)		1
Net income	Net income	144		817		Net income	1,070		144

Dividends on redeemable non-controlling interests	Dividends on redeemable non-controlling interests	(2)		(2)		Dividends on redeemable non-controlling interests	(2)		(2)
Net income attributable to the Company shareholders	Net income attributable to the Company shareholders	$	142	$	815	Net income attributable to the Company shareholders	$	1,068	$	142

Earnings per share:	Earnings per share:					Earnings per share:
Net income attributable to the Company shareholders —
Net income (loss) attributable to the Company shareholders —						Net income (loss) attributable to the Company shareholders —
Basic:	Basic:					Basic:
Continuing operations	Continuing operations	$	0.42	$	2.19	Continuing operations	$	3.20	$	0.42
Discontinued operations	Discontinued operations	—		—		Discontinued operations	(0.01)		0
		$	0.42	$	2.19		$	3.19	$	0.42
Diluted:	Diluted:					Diluted:
Continuing operations	Continuing operations	$	0.42	$	2.19	Continuing operations	$	3.19	$	0.42
Discontinued operations	Discontinued operations	—		—		Discontinued operations	(0.01)		0
		$	0.42	$	2.19		$	3.18	$	0.42

See Notes to the Consolidated Financial Statements.

Table of Contents

LYONDELLBASELL INDUSTRIES N.V.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

~~(In millions of dollars)~~


		Three Months Ended March 31,					Three Months Ended March 31,
		2020		2019
Millions of dollars						Millions of dollars	2021		2020
Net income	Net income	$	144	$	817	Net income	$	1,070	$	144
Other comprehensive income (loss), net of tax –	Other comprehensive income (loss), net of tax –					Other comprehensive income (loss), net of tax –
Financial derivatives	Financial derivatives	(338)		(50)		Financial derivatives	175		(338)
Unrealized losses on available-for-sale debt securities	Unrealized losses on available-for-sale debt securities	(2)		—		Unrealized losses on available-for-sale debt securities	0		(2)
Defined benefit pension and other postretirement benefit plans	Defined benefit pension and other postretirement benefit plans	10		5		Defined benefit pension and other postretirement benefit plans	11		10
Foreign currency translations	Foreign currency translations	(199)		(10)		Foreign currency translations	(107)		(199)
Total other comprehensive loss, net of tax		(529)		(55)
Total other comprehensive income (loss), net of tax						Total other comprehensive income (loss), net of tax	79		(529)
Comprehensive income (loss)	Comprehensive income (loss)	(385)		762		Comprehensive income (loss)	1,149		(385)
Dividends on redeemable non-controlling interests	Dividends on redeemable non-controlling interests	(2)		(2)		Dividends on redeemable non-controlling interests	(2)		(2)

Comprehensive income (loss) attributable to the Company shareholders	Comprehensive income (loss) attributable to the Company shareholders	$	(387)	$	760	Comprehensive income (loss) attributable to the Company shareholders	$	1,147	$	(387)

See Notes to the Consolidated Financial Statements.

Table of Contents

LYONDELLBASELL INDUSTRIES N.V.

CONSOLIDATED BALANCE SHEETS

~~(In millions of dollars)~~


		March 31, 2020		December 31, 2019
Millions of dollars						Millions of dollars	March 31, 2021		December 31, 2020
ASSETS	ASSETS					ASSETS
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	1,596	$	858	Cash and cash equivalents	$	1,452	$	1,763
Restricted cash	Restricted cash	37		30		Restricted cash	11		2
Short-term investments	Short-term investments	199		196		Short-term investments	383		702
Accounts receivable:	Accounts receivable:					Accounts receivable:
Trade, net	Trade, net	2,885		2,981		Trade, net	3,796		3,291
Related parties	Related parties	158		121		Related parties	165		150
Inventories	Inventories	3,973		4,588		Inventories	4,632		4,344
Prepaid expenses and other current assets	Prepaid expenses and other current assets	844		736		Prepaid expenses and other current assets	1,525		1,382
Total current assets	Total current assets	9,692		9,510		Total current assets	11,964		11,634
Operating lease assets	Operating lease assets	1,453		1,468		Operating lease assets	1,466		1,492
Property, plant and equipment, at cost	Property, plant and equipment, at cost	21,664		21,260		Property, plant and equipment, at cost	21,631		21,484
Less: Accumulated depreciation	Less: Accumulated depreciation	(7,277)		(7,130)		Less: Accumulated depreciation	(7,241)		(7,098)
Property, plant and equipment, net	Property, plant and equipment, net	14,387		14,130		Property, plant and equipment, net	14,390		14,386
Investments and long-term receivables:
Investment in PO joint ventures		497		504
Equity investments	Equity investments	1,539		1,602		Equity investments	4,794		4,729
Other investments and long-term receivables		22		22
Goodwill	Goodwill	1,800		1,891		Goodwill	1,904		1,953
Intangible assets, net	Intangible assets, net	808		869		Intangible assets, net	717		751
Other assets	Other assets	902		439		Other assets	511		458
Total assets	Total assets	$	31,100	$	30,435	Total assets	$	35,746	$	35,403

See Notes to the Consolidated Financial Statements.

Table of Contents

LYONDELLBASELL INDUSTRIES N.V.

CONSOLIDATED BALANCE SHEETS

~~(In millions of dollars, except shares and par value data)~~


		March 31, 2020		December 31, 2019
Millions of dollars, except shares and par value data						Millions of dollars, except shares and par value data	March 31, 2021		December 31, 2020
LIABILITIES, REDEEMABLE NON-CONTROLLING INTERESTS AND EQUITY	LIABILITIES, REDEEMABLE NON-CONTROLLING INTERESTS AND EQUITY					LIABILITIES, REDEEMABLE NON-CONTROLLING INTERESTS AND EQUITY
Current liabilities:	Current liabilities:					Current liabilities:
Current maturities of long-term debt	Current maturities of long-term debt	$	3	$	3	Current maturities of long-term debt	$	958	$	8
Short-term debt	Short-term debt	1,493		445		Short-term debt	682		663
Accounts payable:	Accounts payable:					Accounts payable:
Trade	Trade	2,217		2,516		Trade	2,703		2,398
Related parties	Related parties	421		412		Related parties	579		550
Accrued liabilities	Accrued liabilities	1,387		1,822		Accrued liabilities	1,953		1,883
Total current liabilities	Total current liabilities	5,521		5,198		Total current liabilities	6,875		5,502
Long-term debt	Long-term debt	12,159		11,614		Long-term debt	13,785		15,286
Operating lease liabilities	Operating lease liabilities	1,192		1,216		Operating lease liabilities	1,199		1,222
Other liabilities	Other liabilities	2,808		2,213		Other liabilities	2,554		2,957
Deferred income taxes	Deferred income taxes	1,961		2,015		Deferred income taxes	2,403		2,332
Commitments and contingencies	Commitments and contingencies					Commitments and contingencies	0		0
Redeemable non-controlling interests	Redeemable non-controlling interests	116		116		Redeemable non-controlling interests	116		116
Shareholders’ equity:	Shareholders’ equity:					Shareholders’ equity:
Ordinary shares, €0.04 par value, 1,275 million shares authorized, 333,703,450 and 333,476,883 shares outstanding, respectively		19		19
Ordinary shares, €0.04 par value, 1,275 million shares authorized, 334,313,140 and 334,015,220 shares outstanding, respectively						Ordinary shares, €0.04 par value, 1,275 million shares authorized, 334,313,140 and 334,015,220 shares outstanding, respectively	19		19
Additional paid-in capital	Additional paid-in capital	5,950		5,954		Additional paid-in capital	5,993		5,986
Retained earnings	Retained earnings	4,227		4,435		Retained earnings	5,158		4,440
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(2,313)		(1,784)		Accumulated other comprehensive loss	(1,864)		(1,943)
Treasury stock, at cost, 6,342,178 and 6,568,745 ordinary shares, respectively		(559)		(580)
Treasury stock, at cost, 5,732,488 and 6,030,408 ordinary shares, respectively						Treasury stock, at cost, 5,732,488 and 6,030,408 ordinary shares, respectively	(506)		(531)
Total Company share of shareholders’ equity	Total Company share of shareholders’ equity	7,324		8,044		Total Company share of shareholders’ equity	8,800		7,971
Non-controlling interests	Non-controlling interests	19		19		Non-controlling interests	14		17
Total equity	Total equity	7,343		8,063		Total equity	8,814		7,988
Total liabilities, redeemable non-controlling interests and equity	Total liabilities, redeemable non-controlling interests and equity	$	31,100	$	30,435	Total liabilities, redeemable non-controlling interests and equity	$	35,746	$	35,403

See Notes to the Consolidated Financial Statements.

Table of Contents

LYONDELLBASELL INDUSTRIES N.V.

CONSOLIDATED STATEMENTS OF CASH FLOWS

~~(In millions of dollars)~~


		Three Months Ended March 31,							Three Months Ended March 31,
		2020		2019
Millions of dollars						Millions of dollars	2021		2020
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net income	Net income	$	144	$	817	Net income	$	1,070	$	144
Adjustments to reconcile net income to net cash provided by operating activities:	Adjustments to reconcile net income to net cash provided by operating activities:					Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	Depreciation and amortization	342		322		Depreciation and amortization	335		342

Amortization of debt-related costs	Amortization of debt-related costs	4		1		Amortization of debt-related costs	5		4

Share-based compensation	Share-based compensation	16		12		Share-based compensation	19		16
Inventory valuation adjustment		419		—
Inventory valuation charges						Inventory valuation charges	0		419
Equity investments—	Equity investments—					Equity investments—
Equity income	Equity income	—		(64)		Equity income	(137)		0
Distributions of earnings, net of tax	Distributions of earnings, net of tax	15		25		Distributions of earnings, net of tax	20		15
Deferred income taxes		68		46
Deferred income tax (benefit) provision						Deferred income tax (benefit) provision	(83)		68

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	4		(206)		Accounts receivable	(593)		4
Inventories	Inventories	121		(3)		Inventories	(360)		121
Accounts payable	Accounts payable	(235)		105		Accounts payable	327		(235)
Other, net	Other, net	(356)		(398)		Other, net	(32)		(356)
Net cash provided by operating activities	Net cash provided by operating activities	542		657		Net cash provided by operating activities	571		542
Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:
Expenditures for property, plant and equipment	Expenditures for property, plant and equipment	(660)		(599)		Expenditures for property, plant and equipment	(340)		(660)

Proceeds from maturities of available-for-sale debt securities	Proceeds from maturities of available-for-sale debt securities	—		308		Proceeds from maturities of available-for-sale debt securities	74		0

Proceeds from sales of equity securities		1		162
Proceeds from equity securities						Proceeds from equity securities	226		1

Other, net	Other, net	(4)		(49)		Other, net	(19)		(4)
Net cash used in investing activities	Net cash used in investing activities	(663)		(178)		Net cash used in investing activities	(59)		(663)
Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:
Repurchases of Company ordinary shares	Repurchases of Company ordinary shares	(4)		(512)		Repurchases of Company ordinary shares	0		(4)
Dividends paid - common stock	Dividends paid - common stock	(351)		(372)		Dividends paid - common stock	(352)		(351)
Purchase of non-controlling interest	Purchase of non-controlling interest	(30)		(63)		Purchase of non-controlling interest	0		(30)
Issuance of long-term debt	Issuance of long-term debt	500		—		Issuance of long-term debt	0		500
Repayments of long-term debt	Repayments of long-term debt	—		(1,000)		Repayments of long-term debt	(500)		0

Issuance of short-term debt	Issuance of short-term debt	500		2,000		Issuance of short-term debt	0		500

Net proceeds from (repayments of) commercial paper		516		(559)
Payments on forward-starting interest rate swaps that include financing elements		(238)		—
Net proceeds from commercial paper						Net proceeds from commercial paper	0		516
Collateral received from (paid for) interest rate derivatives						Collateral received from (paid for) interest rate derivatives	66		(238)

Other, net	Other, net	(9)		(15)		Other, net	4		(9)
Net cash provided by (used in) financing activities		884		(521)
Net cash (used in) provided by financing activities						Net cash (used in) provided by financing activities	(782)		884
Effect of exchange rate changes on cash	Effect of exchange rate changes on cash	(18)		(1)		Effect of exchange rate changes on cash	(32)		(18)
Increase (decrease) in cash and cash equivalents and restricted cash		745		(43)
(Decrease) increase in cash and cash equivalents and restricted cash						(Decrease) increase in cash and cash equivalents and restricted cash	(302)		745
Cash and cash equivalents and restricted cash at beginning of period	Cash and cash equivalents and restricted cash at beginning of period	888		401		Cash and cash equivalents and restricted cash at beginning of period	1,765		888
Cash and cash equivalents and restricted cash at end of period	Cash and cash equivalents and restricted cash at end of period	$	1,633	$	358	Cash and cash equivalents and restricted cash at end of period	$	1,463	$	1,633

See Notes to the Consolidated Financial Statements.

Table of Contents

LYONDELLBASELL INDUSTRIES N.V.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

~~(In millions of dollars)~~


	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, 2020	$	19	$	(531)	$	5,986	$	4,440	$	(1,943)	$	7,971	$	17
Net income	0		0		0		1,070		0		1,070		0
Other comprehensive income	0		0		0		0		79		79		0
Share-based compensation	0		25		7		2		0		34		0
Dividends - common stock ($1.05 per share)	0		0		0		(352)		0		(352)		0
Dividends - redeemable non-controlling interests ($15.00 per share)	0		0		0		(2)		0		(2)		0



Sale of non-controlling interest	0		0		0		0		0		0		(3)

Balance, March 31, 2021	$	19	$	(506)	$	5,993	$	5,158	$	(1,864)	$	8,800	$	14

Ordinary Shares Additional
Paid-in
Capital Retained
Earnings Accumulated
Other
Comprehensive
Loss Company
Share of
Shareholders’
Equity Non-
Controlling
Interests
Issued Treasury
Balance, December 31, 2019 $ 19 $ (580) $ 5,954 $ 4,435 $ (1,784) $ 8,044 $ 19
Net income — — — 144 — 144 —
Other comprehensive loss — — — — (529) (529) —
Share-based compensation — 25 (11) 1 — 15 —
Dividends - common stock ($1.05 per share) — — — (351) — (351) —
Dividends - redeemable non-controlling interests ($15.00 per share) — — — (2) — (2) —
Repurchases of Company ordinary shares — (4) — — — (4) —
Purchase of non-controlling interest — — 7 — — 7 —
Balance, March 31, 2020 $ 19 $ (559) $ 5,950 $ 4,227 $ (2,313) $ 7,324 $ 19


		Ordinary Shares						Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss				Company Share of Shareholders’ Equity					Non- Controlling Interests			Ordinary Shares						Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Company Share of Shareholders’ Equity		Non- Controlling Interests
Millions of dollars	Millions of dollars	Issued		Treasury																			Retained Earnings			Accumulated Other Comprehensive Loss			Company Share of Shareholders’ Equity										Non- Controlling Interests
Balance, December 31, 2018		$	22	$	(2,206)	$	7,041							$	6,763			$	(1,363)			$									10,257	$	23
Balance, December 31, 2019																			Balance, December 31, 2019	$	19			$	(580)		$	5,954		$	4,435	$	(1,784)	$	8,044	$	19
Net income	Net income	—		—		—		817		—		817				—			Net income	0				0			0			144		0		144		0
Other comprehensive loss	Other comprehensive loss	—		—		—		—		(55)		(55)				—			Other comprehensive loss	0				0			0			0		(529)		(529)		0
Share-based compensation	Share-based compensation	—		26		2		—		—		28				—			Share-based compensation	0				25			(11)			1		0		15		0
Dividends - common stock ($1.00 per share)		—		—		—		(372)		—		(372)				—
Dividends - common stock ($1.05 per share)																			Dividends - common stock ($1.05 per share)	0				0			0			(351)		0		(351)		0
Dividends - redeemable non-controlling interests ($15.00 per share)	Dividends - redeemable non-controlling interests ($15.00 per share)	—		—		—		(2)		—		(2)				—			Dividends - redeemable non-controlling interests ($15.00 per share)	0				0			0			(2)		0		(2)		0
Repurchases of Company ordinary shares	Repurchases of Company ordinary shares	—		(488)		—		—		—		(488)				—			Repurchases of Company ordinary shares	0				(4)			0			0		0		(4)		0
Purchase of non-controlling interest	Purchase of non-controlling interest	—		—		(47)		—		—		(47)				(1)			Purchase of non-controlling interest	0				0			7			0		0		7		0

Balance, March 31, 2019		$	22	$	(2,668)	$	6,996	$	7,206	$	(1,418)	$	10,138			$	22
Balance, March 31, 2020																			Balance, March 31, 2020	$	19			$	(559)		$	5,950		$	4,227	$	(2,313)	$	7,324	$	19

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
1.	1.	Basis of Presentation	8	1.	Basis of Presentation	8

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

3.	3.	Revenues	10	3.	Revenues	9

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

5.	5.	Inventories	11	5.	Inventories	10

6.	6.	Debt	12	6.	Debt	11

7.	7.	Financial Instruments and Fair Value Measurements	15	7.	Financial Instruments and Fair Value Measurements	13

8.	8.	Income Taxes	20	8.	Income Taxes	17

9.	9.	Commitments and Contingencies	20	9.	Commitments and Contingencies	18

10.	10.	Shareholders’ Equity and Redeemable Non-controlling Interests	21	10.	Shareholders’ Equity and Redeemable Non-controlling Interests	19

11.	11.	Per Share Data	25	11.	Per Share Data	22

12.	12.	Segment and Related Information	26	12.	Segment and Related Information	23

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 significant 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. 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. In our opinion, all adjustments, including normal recurring adjustments, considered necessary for a fair statement have been included. The results for interim periods are not necessarily indicative of results for the entire year. 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, ~~2019.~~

Events surrounding the ongoing novel strain of coronavirus, causing a pandemic referred to as COVID-19, and the significant drop in the price of oil continue to evolve and impact global markets for our products. During the first quarter of 2020, we recognized a lower of cost or market (“LCM”) inventory valuation charge of $419 million, see Note 5 to our Consolidated Financial Statements. Further, we assessed accounting matters that generally require consideration of forecasted financial information based on the information reasonably available to us and the uncertain future impacts of COVID-19 and volatility in commodity prices. Accounting matters assessed included, but were not limited to, the carrying value of our goodwill and other long-lived assets, inventory, valuation allowances for tax assets and expected credit losses. Other than the inventory valuation charges noted above, there were no other impacts to our consolidated financial statements for the first quarter of 2020 resulting from our assessments. We will continue to assess the potential financial statement impacts of COVID-19 and commodity price volatility throughout the duration of the pandemic in accordance with our corporate accounting policies. The extent of the impact of the pandemic and the decline in commodity prices on our operational and financial performance will depend on future developments which are uncertain and cannot be predicted. An extended period of economic disruption could have a material adverse impact on our business, results of operations, access to sources of liquidity and financial condition.2020.

2. Accounting and Reporting Changes

Recently Adopted Guidance

The following table provides a brief description of recently adopted Accounting Standard Updates (“ASU”) issued by the Financial Accounting Standards Board (“FASB”)~~. The adoption of the new standards listed below in the first quarter~~:

Standard

Description

ASU 2020-01, Clarifying the Interactions between Topic 321, Topic 323, Equity Method and Joint Ventures, and Topic 815, Derivatives and Hedging

This guidance clarifies that an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting for the purposes of applying the measurement alternative in accordance with Topic 321 and includes scope considerations for entities that hold certain non-derivative forward contracts and purchased options to acquire equity securities that, upon settlement of the forward contract or exercise of the purchase option, would be accounted for under the equity method of accounting. This guidance is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years.

The prospective adoption of this guidance from January 1, 2021 did not have a material impact on our Consolidated Financial Statements.

ASU 2020-06, Debt - Debt with Conversion and Other Options and Derivatives and Hedging - Contracts in Entity’s Own Equity

This guidance simplifies the accounting for convertible instruments and the application of the derivatives scope exception for contracts in an entity’s own equity. The standard also amends the accounting for convertible instruments in the diluted earnings per share calculation and requires enhanced disclosures of convertible instruments and contracts in an entity’s own equity. The guidance is effective for fiscal years beginning after December 15, 2021 and may be applied on a modified or fully retrospective basis.

The early adoption of this guidance on a modified retrospective basis from January 1, 2021 did not have a material impact on our Consolidated Financial Statements.

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LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

Standard

Description

ASU ~~2020-04,~~2020-09, ~~Facilitation of the Effects of Relief of Reference Rate Reform on Financial Reporting~~Debt (Topic 470): Amendments to SEC Paragraphs Pursuant to SEC Release No. 33-10762

This guidance ~~provides optional expedients~~amends and ~~exceptions~~supersedes SEC paragraphs in the Accounting Standards Codification to reflect the issuance of SEC Release No. 33-10762 related to financial disclosure requirements for ~~applying generally accepted accounting principles to contracts, hedging relationships,~~subsidiary issuers and ~~other transactions that reference London Inter-Bank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because~~guarantors of ~~reference rate reform, if certain criteria~~registered debt securities and affiliates whose securities are ~~met.~~pledged as collateral for registered securities. The ~~expedients~~guidance is effective for annual and ~~exceptions provided by~~interim periods ending after January 4, 2021.

The adoption of this guidance ~~are available~~ from January 1, ~~2020, prospectively, and do~~2021 did not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. The adoption of the guidance will enable us to continue hedge accounting for the relevant designated hedges and is expected to ease the accounting burden associated with transitioning away from reference rates that are expected to be discontinued.

~~ASU 2020-03,~~ ~~Codification Improvements to~~have a material impact on our Consolidated Financial ~~Instruments~~Statements.

This guidance makes narrow-scope changes that are intended to improve the guidance on financial instruments and current expected credit loss (“CECL”). We adopted the guidance related to CECL and other amendments on a modified retrospective basis.

~~ASU 2019-12,~~ ~~Simplifying the Accounting for Income Taxes~~

This guidance enhances and simplifies various aspects of income tax accounting by removing exceptions for recognizing deferred taxes for changes from a subsidiary to an equity method investment and vice versa, performing intraperiod allocation and calculating income taxes in interim periods. The new guidance also reduces complexity in certain areas, including the tax basis step-up in goodwill in a transaction that is not a business combination and interim period accounting for enacted changes in tax law. We early adopted the amendments applicable to us on a prospective basis.

~~ASU 2018-15,~~ ~~Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract~~

This guidance requires a customer in a hosted, cloud computing arrangement that is a service contract to follow the internal-use software guidance to determine which implementation costs to capitalize as assets or expense as incurred. Capitalized costs are amortized over the term of the hosting arrangement when the recognized asset is ready for its intended use.

~~ASU 2018-13,~~ ~~Disclosure Framework - Change to the Disclosure Requirements for Fair Value Measurement~~

This guidance eliminates, adds and modifies certain disclosure requirements for fair value measurements as part of its disclosure framework project. It removes transfer disclosures between Level 1 and Level 2 of the fair value hierarchy, and adds disclosures for the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements.

Accounting Guidance Issued But Not Adopted as of March 31, ~~2020~~2021

WeThere are ~~currently assessing the~~no ASUs issued and not yet adopted that could have a material impact ~~of the standard listed below~~ on our Consolidated Financial Statements.

~~Standard~~

~~Description~~

~~ASU 2018-14,~~ ~~Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans~~

This guidance changes disclosure requirements for employers that sponsor defined benefit pension and/or other postretirement benefit plans. It eliminates the requirement of certain disclosures that are no longer considered cost beneficial and adds more pertinent disclosures.

This guidance will be effective for public entities for annual periods ending after December 15, 2020. Early adoption is permitted.

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~~LYONDELLBASELL INDUSTRIES N.V.~~

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

3. Revenues

Contract Balances—Contract liabilities were ~~$151~~$185 million and ~~$124~~$194 million at March 31, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively. Revenue recognized in each reporting period, included in the contract liability balance at the beginning of the period, was immaterial.

Disaggregation of Revenues—The following table presents our revenues disaggregated by key products:


		Three Months Ended March 31,					Three Months Ended March 31,
Millions of dollars	Millions of dollars	2020		2019		Millions of dollars	2021		2020
Sales and other operating revenues:	Sales and other operating revenues:					Sales and other operating revenues:
Olefins and co-products	Olefins and co-products	$	667	$	748	Olefins and co-products	$	1,091	$	667
Polyethylene	Polyethylene	1,459		1,666		Polyethylene	2,153		1,459
Polypropylene	Polypropylene	1,101		1,315		Polypropylene	1,718		1,101
Propylene oxide and derivatives	Propylene oxide and derivatives	464		528		Propylene oxide and derivatives	502		464
Oxyfuels and related products	Oxyfuels and related products	707		664		Oxyfuels and related products	607		707
Intermediate chemicals	Intermediate chemicals	544		640		Intermediate chemicals	578		544
Compounding and solutions	Compounding and solutions	912		1,140		Compounding and solutions	1,038		912
Advanced polymers	Advanced polymers	181		198		Advanced polymers	231		181
Refined products	Refined products	1,336		1,743		Refined products	993		1,336
Other	Other	123		136		Other	171		123
Total	Total	$	7,494	$	8,778	Total	$	9,082	$	7,494

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

Three Months Ended
March 31,
Millions of dollars 2020 2019
Sales and other operating revenues:
United States $ 3,187 $ 3,893
Germany 641 731
Mexico 380 528
Italy 335 387
France 270 362
China 243 298
The Netherlands 212 252
Japan 335 203
Other 1,891 2,124
Total $ 7,494 $ 8,778

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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 March 31,
Millions of dollars		2021		2020
Sales and other operating revenues:
United States		$	4,086	$	3,187
Germany		765		641
China		560		243
Italy		378		335
France		290		270
Poland		270		224
The Netherlands		270		212
Mexico		247		380
Japan		230		335
Other		1,986		1,667
Total		$	9,082	$	7,494

4. Accounts Receivable

Our accounts receivable are reflected in the Consolidated Balance Sheets net of allowance for credit losses of ~~$14 million and $16~~$15 million at March 31, ~~2020~~2021 and December 31, ~~2019, respectively.~~2020.

5. Inventories

Inventories consisted of the following components:


Millions of dollars	Millions of dollars	March 31, 2020		December 31, 2019		Millions of dollars	March 31, 2021		December 31, 2020
Finished goods	Finished goods	$	2,691	$	3,083	Finished goods	$	2,733	$	2,816
Work-in-process	Work-in-process	124		130		Work-in-process	184		144
Raw materials and supplies	Raw materials and supplies	1,158		1,375		Raw materials and supplies	1,715		1,384
Total inventories	Total inventories	$	3,973	$	4,588	Total inventories	$	4,632	$	4,344

Our inventories are stated at the lower of cost or market (“LCM”). Cost is determined using the last-in, first-out ~~("LIFO"~~(“LIFO”) inventory valuation methodology, which means that the most recently incurred costs are charged to cost of sales and inventories are valued at the earliest acquisition costs. Market is determined based on an assessment of the current estimated replacement cost and selling price of the inventory. In periods where the market price of our inventory declines substantially, cost values of inventory may be higher than the market value, ~~which reduces~~and as a result we adjust the value of inventory to market value. ~~This adjustment is related to the recent decline in pricing for many of our raw material and finished goods inventories. Fluctuation~~Fluctuations in the prices of crude oil, natural gas and correlated products from period to period may result in the recognition of charges to adjust the value of inventory to the ~~lower of cost or market~~LCM in periods of falling prices and the reversal of those charges in subsequent interim periods, within the fiscal year, as market prices recover.

During the first ~~quarter~~three months of 2020, we recognized an LCM inventory valuation charge of $419 ~~million. This charge is~~million related to the ~~recent~~ decline in pricing for many of our raw material and finished goods inventories since December 31, 2019.

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LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

6. 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	March 31, 2020		December 31, 2019		Millions of dollars	March 31, 2021		December 31, 2020
Senior Notes due 2021, $1,000 million, 6.0% ($3 million of debt issuance cost)		$	1,014	$	998
Senior Notes due 2024, $1,000 million, 5.75% ($5 million of debt issuance cost)		995		995
Senior Notes due 2055, $1,000 million, 4.625% ($16 million of discount; $11 million of debt issuance cost)		973		973
Term Loan due 2022, $4,000 million ($2 million of debt issuance costs)		1,948		1,950
Senior Revolving Credit Facility due 2022, $2,500 million		500		—
Guaranteed Notes due 2022, €750 million, 1.875% ($1 million of discount; $2 million of debt issuance cost)		819		841
Guaranteed Notes due 2023, $750 million, 4.0% ($4 million of discount; $2 million of debt issuance cost)		744		744
Senior Notes due 2024, $1,000 million, 5.75% ($4 million of debt issuance cost)						Senior Notes due 2024, $1,000 million, 5.75% ($4 million of debt issuance cost)	$	996	$	996
Senior Notes due 2055, $1,000 million, 4.625% ($15 million of discount; $11 million of debt issuance cost)						Senior Notes due 2055, $1,000 million, 4.625% ($15 million of discount; $11 million of debt issuance cost)	974		974
Term Loan due 2022, $4,000 million ($1 million of debt issuance cost)						Term Loan due 2022, $4,000 million ($1 million of debt issuance cost)	949		1,448

Guaranteed Notes due 2023, $750 million, 4.0% ($3 million of discount; $1 million of debt issuance cost)						Guaranteed Notes due 2023, $750 million, 4.0% ($3 million of discount; $1 million of debt issuance cost)	746		745
Guaranteed Floating Rate Notes due 2023, $650 million ($3 million of debt issuance cost)						Guaranteed Floating Rate Notes due 2023, $650 million ($3 million of debt issuance cost)	647		646
Guaranteed Notes due 2025, $500 million, 2.875% ($4 million of debt issuance cost)						Guaranteed Notes due 2025, $500 million, 2.875% ($4 million of debt issuance cost)	496		496
Guaranteed Notes due 2025, $500 million, 1.25% ($1 million of discount; $4 million of debt issuance cost)						Guaranteed Notes due 2025, $500 million, 1.25% ($1 million of discount; $4 million of debt issuance cost)	495		495
Guaranteed Notes due 2026, €500 million, 0.875% ($2 million of discount; $3 million of debt issuance cost)	Guaranteed Notes due 2026, €500 million, 0.875% ($2 million of discount; $3 million of debt issuance cost)	542		555		Guaranteed Notes due 2026, €500 million, 0.875% ($2 million of discount; $3 million of debt issuance cost)	583		608
Guaranteed Notes due 2027, $1,000 million, 3.5% ($8 million of discount; $6 million of debt issuance cost)		1,103		1,023
Guaranteed Notes due 2027, $1,000 million, 3.5% ($7 million of discount; $5 million of debt issuance cost)						Guaranteed Notes due 2027, $1,000 million, 3.5% ($7 million of discount; $5 million of debt issuance cost)	1,086		1,090
Guaranteed Notes due 2027, $300 million, 8.1%	Guaranteed Notes due 2027, $300 million, 8.1%	300		300		Guaranteed Notes due 2027, $300 million, 8.1%	300		300
Guaranteed Notes due 2031, €500 million, 1.625% ($6 million of discount; $3 million of debt issuance cost)		538		552
Guaranteed Notes due 2030, $500 million, 3.375% ($1 million of discount; $4 million of debt issuance cost)						Guaranteed Notes due 2030, $500 million, 3.375% ($1 million of discount; $4 million of debt issuance cost)	495		495
Guaranteed Notes due 2030, $500 million, 2.25% ($4 million of discount; $4 million of debt issuance cost)						Guaranteed Notes due 2030, $500 million, 2.25% ($4 million of discount; $4 million of debt issuance cost)	492		492
Guaranteed Notes due 2031, €500 million, 1.625% ($6 million of discount; $4 million of debt issuance cost)						Guaranteed Notes due 2031, €500 million, 1.625% ($6 million of discount; $4 million of debt issuance cost)	577		602
Guaranteed Notes due 2040, $750 million, 3.375% ($2 million of discount; $8 million of debt issuance cost)						Guaranteed Notes due 2040, $750 million, 3.375% ($2 million of discount; $8 million of debt issuance cost)	740		740
Guaranteed Notes due 2043, $750 million, 5.25% ($20 million of discount; $7 million of debt issuance cost)	Guaranteed Notes due 2043, $750 million, 5.25% ($20 million of discount; $7 million of debt issuance cost)	723		723		Guaranteed Notes due 2043, $750 million, 5.25% ($20 million of discount; $7 million of debt issuance cost)	723		723
Guaranteed Notes due 2044, $1,000 million, 4.875% ($10 million of discount; $9 million of debt issuance cost)	Guaranteed Notes due 2044, $1,000 million, 4.875% ($10 million of discount; $9 million of debt issuance cost)	981		980		Guaranteed Notes due 2044, $1,000 million, 4.875% ($10 million of discount; $9 million of debt issuance cost)	981		981
Guaranteed Notes due 2049, $1,000 million, 4.2% ($15 million of discount; $10 million of debt issuance cost)	Guaranteed Notes due 2049, $1,000 million, 4.2% ($15 million of discount; $10 million of debt issuance cost)	975		975		Guaranteed Notes due 2049, $1,000 million, 4.2% ($15 million of discount; $10 million of debt issuance cost)	975		975
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)	984		984
Guaranteed Notes due 2051, $1,000 million, 3.625% ($3 million of discount; $11 million of debt issuance cost)						Guaranteed Notes due 2051, $1,000 million, 3.625% ($3 million of discount; $11 million of debt issuance cost)	986		986
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)	490		490
Other	Other	7		8		Other	28		28
Total	Total	12,162		11,617		Total	14,743		15,294
Less current maturities	Less current maturities	(3)		(3)		Less current maturities	(958)		(8)
Long-term debt	Long-term debt	$	12,159	$	11,614	Long-term debt	$	13,785	$	15,286

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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															Gains (Losses)								Cumulative Fair Value Hedging Adjustments Included in Carrying Amount of Debt
		Inception Year	Three Months Ended March 31,									March 31,				December 31,		Inception Year	Three Months Ended March 31,								March 31,				December 31,
Millions of dollars	Millions of dollars				2020			2019			2020			2019		Millions of dollars	Inception Year				2021				2020				2021				2020
Senior Notes due 2019, 5.0%		2014	$	—		$	(11)		$	—		$	—
Senior Notes due 2021, 6.0%	Senior Notes due 2021, 6.0%	2016	(16)			(7)			(17)			(1)		Senior Notes due 2021, 6.0%	2016						$	0			$	(16)			$	0			$	0
Guaranteed Notes due 2027, 3.5%	Guaranteed Notes due 2027, 3.5%	2017	(80)			(22)			(117)			(37)		Guaranteed Notes due 2027, 3.5%	2017				4				(80)				(98)				(102)
Guaranteed Notes due 2022, 1.875%	Guaranteed Notes due 2022, 1.875%	2018	1			—			(1)			(2)		Guaranteed Notes due 2022, 1.875%	2018				0				1				0				0
Guaranteed Notes due 2026, 0.875%														Guaranteed Notes due 2026, 0.875%	2020				1				0				(1)				(2)
Total	Total		$	(95)		$	(40)		$	(135)		$	(40)	Total					$	5			$	(95)			$	(99)			$	(104)

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	Millions of dollars	March 31, 2020		December 31, 2019		Millions of dollars	March 31, 2021		December 31, 2020

U.S. Receivables Facility	U.S. Receivables Facility	$	500	$	—	U.S. Receivables Facility	$	0	$	0

Commercial paper	Commercial paper	778		262		Commercial paper	500		500
Precious metal financings	Precious metal financings	211		181		Precious metal financings	162		140
Other	Other	4		2		Other	20		23
Total Short-term debt	Total Short-term debt	$	1,493	$	445	Total Short-term debt	$	682	$	663

Long-Term Debt

Senior Revolving Credit Facility—Our $2,500 million Senior Revolving Credit Facility, of which $2,440 million expires in June 2023 and the remainder expires in June 2022, may be used for dollar and euro denominated ~~borrowings,~~borrowings. The facility has a $500 million ~~sublimit~~sub-limit for dollar and euro denominated letters of credit, a $1,000 million uncommitted accordion feature, and supports our commercial paper program. Borrowings under the facility bear interest at either a base rate or LIBOR rate, plus an applicable margin. Additional fees are incurred for the average daily unused commitments. ~~As of March 31, 2020, the interest rate under this facility was 1.74%. During the three months ended March 31, 2020, we borrowed $500 million from this facility.~~ At March 31, ~~2020,~~2021, we had ~~$500 million of outstanding~~0 borrowings ~~0 outstanding~~or letters of credit outstanding and ~~$1,206~~$2,005 million of unused availability under this facility.

Term Loan due 2022—In ~~April 2020,~~March 2019, LYB Americas Finance Company LLC (“LYB Americas Finance”), a wholly owned subsidiary of LyondellBasell Industries N.V., entered into a $4,000 million senior unsecured delayed draw term loan credit facility that matures in March 2022. Borrowings under the credit agreement were available through December 31, 2019, subsequent to which no further borrowings may be made under the agreement. Outstanding borrowings bear interest at either a base rate or LIBOR rate, as defined, plus in each case, an applicable margin determined by reference to LyondellBasell N.V.’s current credit ratings.

In January 2021, we repaid $500 million outstanding under our ~~Senior Revolving Credit Facility.~~

~~Guaranteed Notes~~Term Loan due ~~2025, 2030 and 2050—In April 2020, LYB International Finance III, LLC (“LYB Finance III”), a wholly owned finance subsidiary of LyondellBasell Industries N.V., as defined in Rule 3-10(b) of Regulation S-X, issued~~2022. An additional $500 million of 2.875% guaranteed notes due 2025 (the “2025 Notes”) at a discounted price of 99.911%, $500 million of 3.375% guaranteed notes due 2030 (the “2030 Notes”) at a discounted price of 99.813% and $1,000 million of 4.2% guaranteed notes due 2050 (the “2050 Notes”) at a discounted price of 99.373%was repaid in April 2021. ~~Net proceeds from the sale of the notes totaled $1,974 million.~~

~~We used the net proceeds from the sale of the notes for general corporate purposes, including to increase our liquidity and manage short-term debt maturities.~~

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LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

~~These unsecured notes,~~Short-Term Debt

U.S. Receivables Facility—Our U.S. Receivables Facility, which ~~are fully and unconditionally guaranteed~~expires in July 2021, 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 LyondellBasell Industries N.V., will 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~~certain of our U.S. subsidiaries to ~~incur indebtedness~~a wholly owned, bankruptcy-remote subsidiary on an ongoing basis and without recourse. We pay variable interest rates on our secured ~~by significant property or by capital stock~~borrowings. Additional fees are incurred for the average daily unused commitments. This facility also provides for the issuance of ~~subsidiaries that own significant property, enter into certain sale and lease-back transactions with respect~~letters of credit up to ~~any significant property or enter into consolidations, mergers or sales of~~ $200 million. We plan on extending

all or ~~substantially all~~a portion of ~~our assets.~~

~~The 2025 Notes, 2030 Notes and 2050 Notes may be redeemed before the date that is one month, three months, or six months, respectively,~~this facility prior to its maturity in July 2021 in accordance with the ~~scheduled maturity date at a redemption price equal to the greater of 100%~~terms of the ~~principal amount~~agreement. At March 31, 2021, we had 0 borrowings or letters of ~~the notes redeemed~~credit outstanding and the sum of the present values of the remaining scheduled payments of principal and interest (discounted at the applicable treasury yield plus 40 basis points in the case of the 2025 Notes or 45 basis points in the case of the 2030 Notes and 2050 Notes) on the notes to be redeemed. The 2025 Notes, 2030 Notes and 2050 Notes may also be redeemed on or after the date that is one month, three months, or six months, respectively, prior to the scheduled maturity date of the notes at a redemption price equal to 100% of the principal amount of the notes redeemed plus accrued and unpaid interest. The notes are also redeemable upon certain tax events.

~~Short-Term Debt~~$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”). Interest rates on the commercial paper outstanding at March 31, ~~2020~~2021 are based on the terms of the notes and range from ~~1.45%~~0.19% to ~~2.45%~~0.27%. At March 31, ~~2020, we had $778 million of outstanding commercial paper.~~

~~U.S. Receivables Facility—Our U.S. Receivables Facility, which expires in July~~ 2021, has a purchase limit of $900 million in addition to a $300 million uncommitted accordion feature. This facility is secured by $1,041 million of accounts receivable as of March 31, 2020. 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. The bankruptcy-remote subsidiary may then, at its option and subject to a borrowing base of eligible receivables, sell undivided interests in the pool of trade receivables to financial institutions participating in the facility (“Purchasers”). The sale of the undivided interest in the pool of trade receivables is accounted for as a secured borrowing in the Consolidated Balance Sheets. We are responsible for servicing the receivables. We pay variable interest rates on our secured borrowings. As of March 31, 2020, the interest rate under this facility was 1.62%. In the event of liquidation, the bankruptcy-remote subsidiary’s assets will be used to satisfy the claims of the Purchasers prior to any assets or value in the bankruptcy-remote subsidiary becoming available to us. This facility also provides for the issuance of letters of credit up to $200 million. The term of the facility may be extended in accordance with the terms of the agreement. The facility is also subject to customary warranties and covenants, including limits and reserves and the maintenance of specified financial ratios. We are required to maintain a leverage ratio at the end of every fiscal quarter of 3.50 to 1.00, or less, for the period covering the most recent four quarters. Performance obligations under the facility are guaranteed by LyondellBasell Industries N.V. Additional fees are incurred for the average daily unused commitments. During the three months ended March 31, 2020, we borrowed $500 million from this facility. At March 31, 2020, we had $500 million of outstanding ~~borrowings, 0 outstanding letters of credit and $151 million unused availability under this facility.~~commercial paper.

~~In April 2020, we repaid $500 million outstanding under our U.S. Receivables Facility.~~

Weighted Average Interest Rate—At March 31, ~~2020~~2021 and December 31, ~~2019,~~2020, our weighted average interest rates on outstanding Short-term debt ~~were 2.4% and 3.3%, respectively.~~was 0.9%.

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~~LYONDELLBASELL INDUSTRIES N.V.~~

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

Additional Information

Debt Discount and Issuance Costs—Amortization of debt discounts and debt issuance costs resulted in amortization expense of $4$5 million and $1$4 million for the three months ended March 31, ~~2020~~2021 and ~~2019,~~2020, respectively, which is included in Interest expense in the Consolidated Statements of Income.

~~Other Information~~—LYB International Finance B.V., LYB International Finance II B.V. and LYB International Finance III, LLC are direct, 100% owned finance subsidiaries of LyondellBasell Industries N.V., as defined in Rule 3-10(b) of Regulation S-X. Any debt securities issued by LYB International Finance B.V., LYB International Finance II B.V. and LYB International Finance III, LLC will be fully and unconditionally guaranteed by LyondellBasell Industries N.V.

As of March 31, ~~2020,~~2021, we are in compliance with our debt covenants.

In April 2020, we entered into amendments and related documents (collectively, the “Amendments”) to our (i) Senior Revolving Credit Facility, (ii) Term Loan due 2022, and (iii) U.S. Receivables Facility (collectively, as amended, the “Credit Agreements”). The Amendments amended each Credit Agreement’s gross leverage ratio covenant of 3.50 to 1.0 to permit netting of unrestricted cash and cash equivalents in excess of $300 million (with certain restrictions on non-US cash) and, in respect of the Senior Revolving Credit Facility and Term Loan due 2022, restrict certain dividends and other specified restricted payments.

7. 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.

A summary of our financial instruments, risk management policies, derivative instruments, hedging activities and fair value measurement can be found in Notes 2 and 1513 to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, ~~2019.~~2020. If applicable, updates have been included in the respective sections below.

Cash and Cash Equivalents—At March 31, ~~2020~~2021 and December 31, ~~2019,~~2020, we had marketable securities classified as Cash and cash equivalents of ~~$885~~$560 million and ~~$389~~$682 million, respectively.

Foreign Currency Gain (Loss)—Other income, net, in the Consolidated Statements of Income reflected foreign currency gains of $3 million and losses of $7 ~~million, and gains of $11~~ million for the three months ended March 31, ~~2020~~2021 and ~~2019,~~2020, respectively.

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LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

Financial Instruments Measured at Fair Value on a Recurring Basis—The following table summarizes financial instruments outstanding ~~as of March 31, 2020 and December 31, 2019~~for the periods presented that are measured at fair value on a recurring basis:


		March 31, 2020						December 31, 2019								March 31, 2021				December 31, 2020
Millions of dollars	Millions of dollars	Notional Amount		Fair Value		Notional Amount		Fair Value		Balance Sheet Classification	Millions of dollars	Notional Amount		Fair Value		Notional Amount		Fair Value		Balance Sheet Classification
Assets–	Assets–										Assets–
Derivatives designated as hedges:	Derivatives designated as hedges:										Derivatives designated as hedges:
Commodities											Commodities	$	25	$	5	$	19	$	3	Prepaid expenses and other current assets
Commodities											Commodities	30		4		41		4		Other Assets
Foreign currency											Foreign currency	358		56		0		26		Prepaid expenses and other current assets

Foreign currency		$	—	$	51	$	—	$	27	Prepaid expenses and other current assets
Foreign currency		2,300		351		2,000		214		Other assets
Interest rates	Interest rates	—		26		—		22		Prepaid expenses and other current assets	Interest rates	0		1		0		0		Prepaid expenses and other current assets
Interest rates	Interest rates	2,246		135		1,940		41		Other assets	Interest rates	117		1		122		2		Other assets
Derivatives not designated as hedges:	Derivatives not designated as hedges:										Derivatives not designated as hedges:
Commodities	Commodities	138		9		3		—		Prepaid expenses and other current assets	Commodities	111		5		71		2		Prepaid expenses and other current assets
Foreign currency	Foreign currency	355		13		580		5		Prepaid expenses and other current assets	Foreign currency	34		1		149		0		Prepaid expenses and other current assets
Non-derivatives:	Non-derivatives:										Non-derivatives:
Available-for-sale debt securities	Available-for-sale debt securities	159		157		162		162		Short-term investments	Available-for-sale debt securities	265		266		348		349		Short-term investments
Equity securities	Equity securities	43		43		34		34		Short-term investments	Equity securities	117		117		353		353		Short-term investments
Total	Total	$	5,241	$	785	$	4,719	$	505		Total	$	1,057	$	456	$	1,103	$	739
Liabilities–	Liabilities–										Liabilities–
Derivatives designated as hedges:	Derivatives designated as hedges:										Derivatives designated as hedges:
Commodities											Commodities	$	0	$	0	$	0	$	2	Accrued liabilities

Foreign currency	Foreign currency	$	—	$	33	$	—	$	16	Accrued liabilities	Foreign currency	855		116		1,213		146		Accrued liabilities
Foreign currency	Foreign currency	650		27		950		53		Other liabilities	Foreign currency	2,682		209		2,682		302		Other liabilities
Interest rates		—		5		1,000		154		Accrued liabilities

Interest rates	Interest rates	1,500		760		700		77		Other liabilities	Interest rates	1,150		120		1,000		343		Other liabilities
Derivatives not designated as hedges:	Derivatives not designated as hedges:										Derivatives not designated as hedges:
Commodities	Commodities	156		37		224		34		Accrued liabilities	Commodities	191		22		113		14		Accrued liabilities
Foreign currency	Foreign currency	604		15		200		1		Accrued liabilities	Foreign currency	717		5		76		1		Accrued liabilities

Total	Total	$	2,910	$	877	$	3,074	$	335		Total	$	5,595	$	472	$	5,084	$	808

As of March 31, 2021, our limited partnership investments included in our equity securities discussed below are measured at fair value using the net asset value per share (or its equivalent) practical expedient and have not been classified in the fair value hierarchy. All other financial instruments in the table above, including equity securities as of December 31, 2020, are classified as Level 2. We present the gross assets and liabilities of our derivative financial instruments on the Consolidated Balance Sheets.

At March 31, ~~2020,~~2021, our outstanding foreign currency contracts, not designated as hedges, mature from April ~~2020~~2021 to ~~September 2020.~~March 2022. Our commodity contracts, not designated as hedges, mature ~~from April 2020 to June 2020.~~in May 2021.

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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 financial instruments that are not measured at fair value on a recurring basis ~~as of March 31, 2020 and December 31, 2019.~~for the periods presented. Due to the short maturity, the fair value of all non-derivative financial instruments included in Current assets and Current liabilities for which the carrying value approximates fair value are excluded from the table below. Short-term and long-term debt are recorded at amortized cost in the Consolidated Balance Sheets. The carrying and fair values of short-term and of long-term debt exclude commercial paper and other miscellaneous ~~short-term~~ debt.

March 31, 2020 December 31, 2019
Millions of dollars Carrying
Value Fair
Value Carrying
Value Fair
Value
Non-derivatives:
Liabilities:
Short-term debt $ 711 $ 731 $ 181 $ 215
Long-term debt 12,155 12,222 11,609 12,561
Total $ 12,866 $ 12,953 $ 11,790 $ 12,776

All financial instruments in the table ~~above~~below are classified as Level 2.


	March 31, 2021				December 31, 2020
Millions of dollars	Carrying Value		Fair Value		Carrying Value		Fair Value
Non-derivatives:


Liabilities:
Short-term debt	$	162	$	181	$	140	$	154
Long-term debt	14,715		15,895		15,266		17,290
Total	$	14,877	$	16,076	$	15,406	$	17,444

Net Investment Hedges—The following table summarizes our net investment hedges outstanding ~~at March 31, 2020 and December 31, 2019:~~for the periods presented:


		March 31, 2020						December 31, 2019									March 31, 2021				December 31, 2020
Millions of euro/dollars	Millions of euro/dollars	Notional Value						Notional Value							Expiration Date	Millions of euro/dollars	Notional Value				Notional Value	Expiration Date
				Equivalent US$				Equivalent US$						Equivalent US$					Equivalent US$
Foreign currency	Foreign currency	€	617	$	650	€	617	$	650	2027	Foreign currency	€	1,667	$	1,890		€	1,667	$	1,890	2021 to 2030
Foreign-currency denominated debt		€	750	$	821	€	750	$	842	2022

In April 2021, we entered into a foreign currency contract with a notional value of €250 million that was designated as a net investment hedge.

Cash Flow Hedges—The following table summarizes our cash flow hedges outstanding ~~at March 31, 2020 and December 31, 2019:~~for the periods presented:

March 31, 2020

December 31, 2019

March 31, 2021

December 31, 2020

Millions of dollars

Notional Value

Expiration Date

Millions of dollars

Notional Value

Expiration Date

Foreign currency

2,300

2021 to 2027

Foreign currency

2,005

2021 to 2027

Interest rates

1,500

2021 to 2024

Interest rates

1,000

2023 to 2024

Commodities

2021 to 2022

In January 2020, we amended previously existing forward-starting interest rate swaps with a total notional amount of $1,000 million (the “Swaps”) to extend their maturities to July 2023 and April 2024. As of March 31, ~~2020, the Swaps were designated as cash flow hedges to mitigate the risk of variability in interest rates of future expected debt issuance by July 2023~~2021 and ~~April 2024.~~December 31, 2020, Other assets ~~as of March 31, 2020 includes~~include$172 million and $238 million of collateral held with our counterparties related to our forward-starting interest rate ~~swaps; this amount represents the maximum amount of collateral required in accordance with the Swap agreements.~~swaps, respectively. Related cash flows are included in financing activities in the Consolidated Statements of Cash Flows.

As of March 31, ~~2020,~~2021, on a pre-tax basis, $3$5 million is scheduled to be reclassified from Accumulated other comprehensive loss as an increase to ~~interest~~Interest expense over the next twelve months.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

Fair Value Hedges—The following table summarizes our fair value hedges outstanding ~~at March 31, 2020 and December 31, 2019:~~for the periods presented:

March 31, 2020

December 31, 2019

March 31, 2021

December 31, 2020

Millions of dollars

Notional Value

Expiration Date

Millions of dollars

Notional Value

Expiration Date

Interest rates

2,246

2,140

2021 to 2027

Interest rates

267

122

2026 to 2030

In ~~January 2020,~~March 2021, we entered into ~~an euro~~a fixed-for-floating interest rate swap to mitigate the change in the fair value of ~~€100~~$150 million of our ~~€500~~$500 million, 3.375% guaranteed notes due ~~2026~~2030 associated with the risk of variability in the ~~6-month EURIBOR~~3-month LIBOR rate ~~(the benchmark~~component.

In April 2021, we entered into two fixed-for-floating interest ~~rate).~~ rate swaps to mitigate the change in the fair value associated with the risk of variability in the 3-month LIBOR rate component of $150 million of our $500 million, 2.875% guaranteed notes due 2025 and $150 million of our $1,000 million, 3.5% guaranteed notes due 2027.

The fixed-rate and variable-rate components for these trades are settled ~~annually~~semi-annually and ~~semi-annually,~~quarterly, respectively.

In April 2020, we terminated $2,000 million in notional value of our fixed-for-floating interest rate swaps which were designated as fair value hedges originally set to expire in 2021 and 2027. Upon termination of the fixed-for-floating interest rate swaps, we received $147 million from our counterparties.

Impact on Earnings and Other Comprehensive Income—The following ~~table summarizes~~tables summarize the pre-tax effect of derivative and non-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																										Effects of Financial Instruments
		Three Months Ended March 31,																										Three Months Ended March 31,
		Gain (Loss) Recognized in AOCI						Gain (Loss) Reclassified from AOCI to Income						Gain (Loss) Recognized in Income							Income Statement	Gain (Loss) Recognized in AOCI				Gain (Loss) Reclassified from AOCI to Income			Gain (Loss) Recognized in Income	Income Statement
Millions of dollars	Millions of dollars	2020		2019		2020		2019		2020		2019		Classification	Millions of dollars	2021		2020		2021		2020		2021		2020		Classification
Derivatives designated as hedges:	Derivatives designated as hedges:														Derivatives designated as hedges:
Commodities		$	—	$	(50)	$	—	$	(5)	$	—	$	—	Sales and other operating revenues

Commodities	Commodities	—		46		—		4		—		—		Cost of sales	Commodities	$	6	$	0	$	(1)	$	0	$	0	$	0	Cost of sales
Foreign currency	Foreign currency	164		70		(53)		(39)		16		17		Other income, net; Interest expense	Foreign currency	148		164		(92)		(53)		12		16		Interest expense
Interest rates	Interest rates	(535)		(74)		—		(4)		96		(34)		Interest expense	Interest rates	223		(535)		1		0		2		96		Interest expense
Derivatives not designated as hedges:	Derivatives not designated as hedges:														Derivatives not designated as hedges:
Commodities	Commodities	—		—		—		—		(9)		2		Sales and other operating revenues	Commodities	0		0		0		0		3		(9)		Sales and other operating revenues
Commodities	Commodities	—		—		—		—		(3)		3		Cost of sales	Commodities	0		0		0		0		11		(3)		Cost of sales
Foreign currency	Foreign currency	—		—		—		—		(4)		19		Other income, net	Foreign currency	0		0		0		0		(14)		(4)		Other income, net
Non-derivatives designated as hedges:	Non-derivatives designated as hedges:														Non-derivatives designated as hedges:
Long-term debt	Long-term debt	22		16		—		—		—		—		Other income, net	Long-term debt	0		22		0		0		0		0		Other income, net
Total	Total	$	(349)	$	8	$	(53)	$	(44)	$	96	$	7		Total	$	377	$	(349)	$	(92)	$	(53)	$	14	$	96

The derivative amounts excluded from the assessment of effectiveness for foreign currency contracts designated as net investment hedges recognized in ~~other~~Other comprehensive income for the three months ended March 31, ~~2020~~2021 and ~~2019~~2020 were gains of $4 million and less than $1 million, respectively.

The derivative amounts excluded from the assessment of effectiveness for foreign currency contracts designated as net investment hedges recognized in Interest expense for the three months ended March 31, 2021 and $22020 were gains of $3 million and $4 million, respectively.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

The derivative amounts excluded from effectiveness testing for foreign currency contracts designated as net investment hedges recognized in interest expense for the three months ended March 31, 2020 and 2019 were gains of $4 million ~~and~~ ~~$5 million, respectively.~~

The pre-tax effect of the periodic receipt of fixed interest and payment of variable interest associated with our fixed-for-floating interest rate swaps resulted in aless than $1 million and $2 million ~~decrease~~decreases in ~~interest~~Interest expense during the three months ended in March 31, 2021 and 2020, ~~and $3 million increase in interest expense during the three months ended March 31, 2019.~~respectively.

Investments in Available-for-Sale Debt Securities—The following table summarizes the amortized cost, gross unrealized gains and losses, and fair value of our outstanding available-for-sale debt securities:

Millions of dollars Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value
Available-for-sale debt securities:
Bonds at March 31, 2020 $ 159 $ 1 $ (3) $ 157
Bonds at December 31, 2019 162 — — 162


Millions of dollars	Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value

Debt securities at March 31, 2021	$	265	$	1	$	0	$	266
Debt securities at December 31, 2020	348		1		0		349

NaN allowance for credit losses related to our available-for-sale debt securities ~~was~~were recorded for the three months ended March 31, ~~2020~~2021 and for the year ended December 31, ~~2019.~~2020.

As of March 31, ~~2020,~~2021, bonds classified as available-for-sale debt securities had remaining maturities between ~~10 months~~1 month and 423 months.

~~The~~We received proceeds of $74 million from maturities of our ~~available-for-sale-debt~~available-for-sale debt securities during the three months ended March 31, ~~2020 and 2019 are summarized in~~2021. NaN proceeds were received from maturities of our available-for-sale debt securities during the ~~following table:~~

Three Months Ended
March 31,
Millions of dollars 2020 2019
Proceeds from maturities of available-for-sale debt securities $ — $ 308

~~NaN~~three months ended March 31, 2020. In addition, 0 proceeds were received and 0 gain or loss was realized in connection with the sales of our available-for-sale debt securities during the three months ended March 31, 2021 and 2020, ~~and 2019.~~respectively.

~~We had 0 available-for-sale debt securities which were in a continuous unrealized loss position for less than or greater than twelve months as of March 31, 2020 and December 31, 2019.~~

We had 0 available-for-sale debt securities which were in a continuous unrealized loss position for less than or greater than twelve months as of March 31, 2021 and December 31, 2020.

Investments in Equity Securities—Our investment in equity securities consists of an investment in a limited partnership with a notional amount of $117 million and $353 million as of March 31, 2021 and December 31, 2020, respectively. Carrying amount approximate fair value. The investment is carried at its net asset value as a practical expedient at March 31, 2021 and fair value at December 31, 2020. The investment is under voluntary liquidation by the fund administrator and we expect the investment to be fully liquidated within the next twelve months, during which time redemption or sale of the investment is restricted.

We received proceeds of $226 million and $1 million related to our investments in equity securities during the three months ended March 31, 2021 and 2020, respectively. Proceeds of $16 million were received in April 2021.

We recognized unrealized gains of less than $1 million on our equity securities that were outstanding during the three months ended March 31, 2021 and 2020.

~~Investments in Equity Securities—Our equity securities primarily consist of limited partnership investments. At March 31, 2020 and December 31, 2019, we had investments in equity securities with a notional amount~~ ~~of $43 million and $34 million, respectively,~~ ~~and a fair value of $43 million and~~ ~~$34 million, respectively. These investments may be redeemed on a weekly basis.~~

~~We received proceeds of $1 million and $162 million related to the sale of our investments in equity securities during the three months ended March 31, 2020 and 2019, respectively.~~

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~~LYONDELLBASELL INDUSTRIES N.V.~~

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

~~The following table summarizes the portion of unrealized gains and losses for the equity securities that are outstanding as of March 31, 2020 and 2019:~~

Three Months Ended
March 31,
Millions of dollars 2020 2019
Net gains recognized during the period $ — $ 7
Less: Net gains recognized during the period on securities sold — 1
Unrealized gains recognized during the period $ — $ 6

8. Income Taxes

~~Our~~For interim tax reporting, we estimate an annual effective ~~income~~ tax rate ~~for~~which is applied to the ~~three months ended March 31, 2020 was 34.4% compared with 19.9% for~~year-to-date ordinary income (loss). Tax effects of significant unusual or infrequently occurring items are excluded from the ~~three months ended March 31, 2019.~~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 pretax income in countries with varying statutory tax rates, changes in valuation allowances, changes in foreign exchange ~~gains/losses,~~gains (losses), the amount of exempt income, changes in unrecognized tax benefits associated with uncertain tax positions and changes in tax laws.

~~On March 27, 2020,~~

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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 European subsidiaries through intercompany financings is taxed at rates substantially lower than the U.S. ~~enacted~~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 and tax rulings, which could change.

Our effective income tax rate for the three months ended March 31, 2021 was 6.1% compared with 34.4% for the three months ended March 31, 2020. The lower effective tax rate was primarily attributable to the remeasurement of U.S. deferred tax liabilities that occurred in the prior year as a result of the Coronavirus Aid, Relief, and Economic Security Act, also known as the “CARES Act”~~. As~~, and return to accrual adjustments primarily from a ~~result~~tax benefit associated with a step-up of certain Italian assets to fair market value. The tax benefit associated with a step-up of certain Italian assets resulted from a tax change which allows a voluntary step-up of tangible and intangible assets to fair market value in exchange for a substitute tax. During the first quarter of 2021, we assessed a reasonable estimate of the ~~CARES Act, we remeasured our U.S. deferred~~step-up of select assets and recognized a net tax ~~liabilities resulting in an increase to our effective tax rate for the three months ended March 31, 2020 compared to the three months ended March 31, 2019. This increase was~~benefit of $120 million. These drivers were partially offset by the ~~increased~~reduced relative impact of our tax rate drivers, primarily exempt income, due to ~~decreased pretax income.~~

~~We are continuing to analyze the impact of the CARES Act; however, we anticipate an overall favorable income tax impact on our Consolidated Financial Statements during the remainder of 2020.~~increased pre-tax earnings.

9. 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 sources of supply and are not expected to be in excess of normal requirements. As of March 31, ~~2020~~2021, we had capital expenditure commitments, which we incurred in our normal course of business, including commitments of approximately ~~$783~~$316 million related to building our new PO/TBA plant in Houston, Texas.

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 Consolidated Financial Statements. We have not experienced any unmanageable difficulty in obtaining the required financial assurance instruments for our current operations.

Environmental Remediation—Our accrued liability for future environmental remediation costs at current and former plant sites and other remediation sites totaled $130 million and ~~$132~~$133 million as of March 31, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively. At March 31, ~~2020,~~2021, the accrued liabilities for individual sites range from less than $1 million to ~~$15~~$16 million. The remediation expenditures are expected to occur over a number of years, and not concentrated in any single year. In our opinion, it is reasonably possible that losses in excess of the liabilities recorded may have been incurred. However, we cannot estimate any amount or range of such possible additional losses. New information about sites, new technology or future developments such as involvement in investigations by regulatory agencies, could require us to reassess our potential exposure related to environmental matters.

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~~LYONDELLBASELL INDUSTRIES N.V.~~

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

Indemnification—We are parties to various indemnification arrangements, including arrangements entered into in connection with acquisitions, divestitures and the formation and dissolution of joint ventures. Pursuant to these arrangements, we provide indemnification to and/or receive indemnification from other parties in connection with liabilities that may arise in connection with the transactions and in connection with activities prior to completion of the transactions. These indemnification arrangements typically include provisions pertaining to ~~third party~~third-party claims relating to environmental and tax matters and various types of litigation. As of March 31, ~~2020,~~2021, 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.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

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 ~~assesses~~assess the adequacy of legal accruals based on our professional judgment, experience and the information available regarding our cases.

Based on a 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 ~~financial statements.~~Consolidated Financial Statements.

10. Shareholders’ Equity and Redeemable Non-controlling Interests

Shareholders’ Equity

Dividend Distributions—In March ~~2020,~~2021, we paid a cash dividend of $1.05 per share for an aggregate of ~~$351~~$352 million to shareholders of record on March ~~2, 2020.~~8, 2021.

~~Share Repurchase Authorization~~—In September 2019, our shareholders approved a proposal to authorize us to repurchase up to 33.3 million ordinary shares, through March 12, 2021 (“September 2019 Share Repurchase Authorization”), which superseded any prior repurchase authorizations. The timing and amount of these repurchases, which are determined based on our evaluation of market conditions and other factors, may be executed from time to time through open market or privately negotiated transactions. The repurchased shares, which are recorded at cost, are classified as Treasury stock and may be retired or used for general corporate purposes, including for various employee benefit and compensation plans.

~~Table of Contents~~

~~LYONDELLBASELL INDUSTRIES N.V.~~

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

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

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, 2020:
September 2019 Share Repurchase Authorization 50,685 $ 78.93 $ 4
For three months ended March 31, 2019:
June 2018 Share Repurchase Authorization 5,648,900 $ 86.38 $ 488

~~Due to the timing of settlements, total cash paid for share repurchases for the three months ended March 31, 2020 and 2019 was $4 million and $512 million, respectively.~~

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


		Three Months Ended March 31,				Three Months Ended March 31,
		2020	2019		2021	2020
Ordinary shares outstanding:	Ordinary shares outstanding:			Ordinary shares outstanding:
Beginning balance	Beginning balance	333,476,883	375,696,661	Beginning balance	334,015,220	333,476,883
Share-based compensation	Share-based compensation	196,037	235,550	Share-based compensation	247,964	196,037

Employee stock purchase plan	Employee stock purchase plan	81,215	42,792	Employee stock purchase plan	49,956	81,215
Purchase of ordinary shares	Purchase of ordinary shares	(50,685)	(5,648,900)	Purchase of ordinary shares	0	(50,685)
Ending balance	Ending balance	333,703,450	370,326,103	Ending balance	334,313,140	333,703,450

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


		Three Months Ended March 31,				Three Months Ended March 31,
		2020	2019		2021	2020
Ordinary shares held as treasury shares:	Ordinary shares held as treasury shares:			Ordinary shares held as treasury shares:
Beginning balance	Beginning balance	6,568,745	24,513,619	Beginning balance	6,030,408	6,568,745
Share-based compensation	Share-based compensation	(196,037)	(235,550)	Share-based compensation	(247,964)	(196,037)

Employee stock purchase plan	Employee stock purchase plan	(81,215)	(42,792)	Employee stock purchase plan	(49,956)	(81,215)
Purchase of ordinary shares	Purchase of ordinary shares	50,685	5,648,900	Purchase of ordinary shares	0	50,685

Ending balance	Ending balance	6,342,178	29,884,177	Ending balance	5,732,488	6,342,178

2219

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LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

Accumulated Other Comprehensive ~~Income (Loss)~~Loss—The components of, and after-tax changes in, Accumulated other comprehensive loss as of and for the three months ended March 31, ~~2020~~2021 and ~~2019~~2020 are presented in the following tables:


Millions of dollars	Millions of dollars	Financial Derivatives		Unrealized Gains on Available -for-Sale Debt Securities		Defined Benefit Pension and Other Postretirement Benefit Plans		Foreign Currency Translation Adjustments		Total		Millions of dollars	Financial Derivatives		Unrealized Gains on Available -for-Sale Debt Securities		Defined Benefit Pension and Other Postretirement Benefit Plans		Foreign Currency Translation Adjustments		Total
Balance – January 1, 2020		$	(200)	$	—	$	(711)	$	(873)	$	(1,784)
Other comprehensive loss before reclassifications		(388)		(3)		—		(195)		(586)
Tax (expense) benefit before reclassifications		88		1		—		(4)		85
Balance – January 1, 2021												Balance – January 1, 2021	$	(426)	$	1	$	(752)	$	(766)	$	(1,943)
Other comprehensive income (loss) before reclassifications												Other comprehensive income (loss) before reclassifications	315		0		0		(93)		222
Tax expense before reclassifications												Tax expense before reclassifications	(68)		0		0		(14)		(82)
Amounts reclassified from accumulated other comprehensive loss	Amounts reclassified from accumulated other comprehensive loss	(53)		—		14		—		(39)		Amounts reclassified from accumulated other comprehensive loss	(92)		0		15		0		(77)
Tax (expense) benefit	Tax (expense) benefit	15		—		(4)		—		11		Tax (expense) benefit	20		0		(4)		0		16
Net other comprehensive income (loss)	Net other comprehensive income (loss)	(338)		(2)		10		(199)		(529)		Net other comprehensive income (loss)	175		0		11		(107)		79
Balance – March 31, 2020		$	(538)	$	(2)	$	(701)	$	(1,072)	$	(2,313)
Balance – March 31, 2021												Balance – March 31, 2021	$	(251)	$	1	$	(741)	$	(873)	$	(1,864)


Millions of dollars	Millions of dollars	Financial Derivatives		Defined Benefit Pension and Other Postretirement Benefit Plans		Foreign Currency Translation Adjustments		Total		Millions of dollars	Financial Derivatives		Unrealized Gains on Available -for-Sale Debt Securities		Defined Benefit Pension and Other Postretirement Benefit Plans		Foreign Currency Translation Adjustments		Total
Balance – January 1, 2019		$	(68)	$	(442)	$	(853)	$	(1,363)
Balance – January 1, 2020										Balance – January 1, 2020	$	(200)	$	0	$	(711)	$	(873)	$	(1,784)
Other comprehensive loss before reclassifications	Other comprehensive loss before reclassifications	(19)		—		(7)		(26)		Other comprehensive loss before reclassifications	(388)		(3)		0		(195)		(586)
Tax (expense) benefit before reclassifications	Tax (expense) benefit before reclassifications	4		—		(3)		1		Tax (expense) benefit before reclassifications	88		1		0		(4)		85
Amounts reclassified from accumulated other comprehensive loss	Amounts reclassified from accumulated other comprehensive loss	(45)		7		—		(38)		Amounts reclassified from accumulated other comprehensive loss	(53)		0		14		0		(39)
Tax (expense) benefit	Tax (expense) benefit	10		(2)		—		8		Tax (expense) benefit	15		0		(4)		0		11
Net other comprehensive income (loss)	Net other comprehensive income (loss)	(50)		5		(10)		(55)		Net other comprehensive income (loss)	(338)		(2)		10		(199)		(529)
Balance – March 31, 2019		$	(118)	$	(437)	$	(863)	$	(1,418)
Balance – March 31, 2020										Balance – March 31, 2020	$	(538)	$	(2)	$	(701)	$	(1,072)	$	(2,313)

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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 March 31,						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	2020		2019			Affected Line Item on the Consolidated Statements of Income				2021			Affected Line Item on the Consolidated Statements of Income
Reclassification adjustments for:	Reclassification adjustments for:
Financial derivatives:	Financial derivatives:						Financial derivatives:
Foreign currency	Foreign currency	$	(53)	$	(39)	Other income, net	Foreign currency		$	(92)		$	(53)			Interest expense
Commodities		—		(6)		Sales and other operating revenue

Commodities	Commodities	—		4		Cost of sales	Commodities		(1)			0			Cost of sales
Interest rates	Interest rates	—		(4)		Interest expense	Interest rates		1			0			Interest expense
Income tax benefit		(15)		(10)		Provision for income taxes
Income tax expense (benefit)							Income tax expense (benefit)		(20)			(15)			Provision for income taxes
Financial derivatives, net of tax	Financial derivatives, net of tax	(38)		(35)			Financial derivatives, net of tax		(72)			(38)
Amortization of defined pension items:	Amortization of defined pension items:						Amortization of defined pension items:
Prior service cost	Prior service cost	1		—		Other income, net	Prior service cost		1			1			Other income, net
Actuarial loss	Actuarial loss	13		7		Other income, net	Actuarial loss		14			13			Other income, net

Income tax expense		4		2		Provision for income taxes
Income tax expense (benefit)							Income tax expense (benefit)		4			4			Provision for income taxes
Defined pension items, net of tax	Defined pension items, net of tax	10		5			Defined pension items, net of tax		11			10
Total reclassifications, before tax	Total reclassifications, before tax	(39)		(38)			Total reclassifications, before tax		(77)			(39)
Income tax benefit	Income tax benefit	(11)		(8)		Provision for income taxes	Income tax benefit		(16)			(11)			Provision for income taxes
Total reclassifications, after tax	Total reclassifications, after tax	$	(28)	$	(30)	Amount included in net income	Total reclassifications, after tax		$	(61)		$	(28)		Amount included in net income

Redeemable Non-controlling ~~Interest—~~Interests

Our redeemable non-controlling interests relate to shares of cumulative perpetual special stock (“redeemable non-controlling interest stock”) issued by our consolidated subsidiary, formerly known as A. Schulman. As of March 31, 2021 and December 31, 2020, we had 115,374 shares of redeemable non-controlling interest stock outstanding.

In February ~~2019,~~2021, we ~~increased~~paid cash dividends of $15.00 per share to our redeemable non-controlling interest ~~in our subsidiary La Porte Methanol Company, L.P., from 85% to 100%,~~shareholders of record as of January 15, 2021. These dividends totaled $2 million for ~~cash consideration~~each of ~~$63 million.~~the three months ended March 31, 2021 and 2020.

2421

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LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

~~Redeemable Non-controlling Interests~~

~~Our redeemable non-controlling interests relate to shares of cumulative perpetual special stock (“redeemable non-controlling~~

interest stock”) issued by our consolidated subsidiary, formerly known as A. Schulman. As of March 31, 2020 and December 31, 2019, we had 115,374 shares of redeemable non-controlling interest stock outstanding.

In February 2020, we paid a cash dividend of $15.00 per share to our redeemable non-controlling interest shareholders of record as of January 15, 2020. These dividends totaled $2 million for both the three months ended March 31, 2020 and 2019, respectively.

11. Per Share Data

Basic earnings per share are based upon the weighted average number of shares of common stock outstanding during the periods. Diluted earnings per share includes the effect of certain stock option awards and other equity-based compensation awards. We have unvested restricted stock units that are considered participating securities for earnings per share.

Earnings per share data and dividends declared per share of common stock are as follows:


		Three Months Ended March 31,															Three Months Ended March 31,
		2020						2019							2021				2020
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		$	143	$	1	$	817	$	—
Net income (loss)										Net income (loss)	$	1,072	$	(2)	$	143	$	1

Dividends on redeemable non-controlling interest stock		(2)		—		(2)		—
Net income attributable to participating securities		—		—		(1)		—
Net income attributable to ordinary shareholders – basic and diluted		$	141	$	1	$	814	$	—
Dividends on redeemable non-controlling interests										Dividends on redeemable non-controlling interests	(2)		0		(2)		0
Net (income) loss attributable to participating securities										Net (income) loss attributable to participating securities	(2)		0		0		0
Net income (loss) attributable to ordinary shareholders – basic and diluted										Net income (loss) attributable to ordinary shareholders – basic and diluted	$	1,068	$	(2)	$	141	$	1

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	334		334		372		372		Basic weighted average common stock outstanding	334		334		334		334

Effect of dilutive securities	Effect of dilutive securities	—		—		—		—		Effect of dilutive securities	0		0		0		0
Potential dilutive shares	Potential dilutive shares	334		334		372		372		Potential dilutive shares	334		334		334		334

Earnings per share:
Earnings (loss) per share:										Earnings (loss) per share:
Basic	Basic	$	0.42	$	—	$	2.19	$	—	Basic	$	3.20	$	(0.01)	$	0.42	$	0
Diluted	Diluted	$	0.42	$	—	$	2.19	$	—	Diluted	$	3.19	$	(0.01)	$	0.42	$	0

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LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

12. 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, and advanced polymers, which includes Catalloy and polybutene-1.

•Refining. Our Refining segment refines heavy, high-sulfur crude oil 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 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 primarily 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 March 31, 2020																															Three Months Ended March 31, 2021
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:																	Sales and other operating revenues:
Customers	Customers	$	1,173	$	2,064	$	1,732	$	1,093	$	1,336	$	96	$	—	$	7,494	Customers	$	2,135	$	2,840	$	1,704	$	1,269	$	993	$	141	$	0	$	9,082
Intersegment	Intersegment	619		160		38		3		112		26		(958)		—		Intersegment	724		207		63		1		133		24		(1,152)		0
		1,792		2,224		1,770		1,096		1,448		122		(958)		7,494			2,859		3,047		1,767		1,270		1,126		165		(1,152)		9,082
Income (loss) from equity investments		2		(3)		2		(1)		—		—		—		—
Income from equity investments																		Income from equity investments	30		95		12		0		0		0		0		137
EBITDA	EBITDA	366		189		203		113		(272)		56		(9)		646		EBITDA	867		412		182		135		(110)		94		5		1,585
Capital expenditures																		Capital expenditures	65		40		145		20		25		22		23		340

Table of Contents

LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

Three Months Ended March 31, 2019
Millions of dollars O&P–
Americas O&P–
EAI I&D APS Refining Technology Other Total
Sales and other operating revenues:
Customers $ 1,393 $ 2,343 $ 1,852 $ 1,338 $ 1,743 $ 109 $ — $ 8,778
Intersegment 718 192 42 1 139 32 (1,124) —
2,111 2,535 1,894 1,339 1,882 141 (1,124) 8,778
Income from equity investments 11 51 2 — — — — 64
EBITDA 516 296 390 148 (15) 83 10 1,428

Operating results for our O&P–Americas segment include charges of $111 million in the first quarter of 2020, primarily related to LCM inventory valuation charges driven primarily by declines in the prices of heavy liquids and ethylene. Our O&P–EAI segment results for the first quarter of 2020 were negatively impacted by a $36 million LCM inventory valuation charge largely due to a decline in the price of naphtha. Operating results for our I&D segment in the first quarter of 2020 reflect a $78 million LCM charge driven by declines in the prices of various gasoline blending components and butane. Our APS segment results for the first quarter of 2020 were negatively impacted by a $2 million LCM charge mainly due to a decline in the price of polymers. In our Refining segment, operating results were reduced by a $192 million LCM inventory charge in the first quarter of 2020, primarily driven by a decline in the prices of crude oil and refined products.

~~Our APS segment results for the first quarters of 2020 and 2019 included $14 million and $16 million of integration costs associated with our 2018 acquisition of A. Schulman, respectively.~~


	Three Months Ended March 31, 2020
Millions of dollars	O&P– Americas		O&P– EAI		I&D		APS		Refining		Technology		Other		Total
Sales and other operating revenues:
Customers	$	1,173	$	2,064	$	1,732	$	1,093	$	1,336	$	96	$	0	$	7,494
Intersegment	619		160		38		3		112		26		(958)		0
	1,792		2,224		1,770		1,096		1,448		122		(958)		7,494
Income (loss) from equity investments	2		(3)		2		(1)		0		0		0		0
LCM inventory valuation charge	111		36		78		2		192		0		0		419
EBITDA	366		189		203		113		(272)		56		(9)		646
Capital expenditures	204		42		353		13		16		30		2		660

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 March 31,					Three Months Ended March 31,
Millions of dollars	Millions of dollars	2020		2019		Millions of dollars	2021		2020
EBITDA:	EBITDA:					EBITDA:
Total segment EBITDA	Total segment EBITDA	$	655	$	1,418	Total segment EBITDA	$	1,580	$	655
Other EBITDA	Other EBITDA	(9)		10		Other EBITDA	5		(9)
Less:	Less:					Less:
Depreciation and amortization expense	Depreciation and amortization expense	(342)		(322)		Depreciation and amortization expense	(335)		(342)
Interest expense	Interest expense	(89)		(92)		Interest expense	(110)		(89)
Add:	Add:					Add:
Interest income	Interest income	3		6		Interest income	2		3
Income from continuing operations before income taxes	Income from continuing operations before income taxes	$	218	$	1,020	Income from continuing operations before income taxes	$	1,142	$	218

Table of Contents

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

OVERVIEW

~~Results were lower~~

First quarter performance built upon the economic momentum we saw toward the end of last year. We experienced improved consumer-driven demand, recovery in durable goods markets and industry supply constraints, which enabled price increases and drove margin improvements for many of our products. During February 2021, unusually cold weather and related power outages impacted operations in our industry across the state of Texas and reduced our production volumes. In March 2021 we achieved the first full quarter of ~~2020 relative~~results for our recently formed Louisiana Integrated PolyEthylene JV LLC joint venture (the “Louisiana Joint Venture”) in which we have a 50% ownership interest. We benefited from the increased geographic diversity of our portfolio as the Louisiana ethylene cracker operated continuously when most Texas assets were down due to the ~~first quarter 2019, primarily reflecting lower margins~~cold weather. Tight markets and strong demand drove margin improvements in ~~several segments as the global economy experienced disruptions during the quarter. Events surrounding the ongoing novel strain of coronavirus, causing a pandemic referred to as COVID-19,~~our O&P—Americas and ~~the significant drop in the price of oil continue to evolve~~O&P—EAI segments. Higher demand from automotive and ~~impact global~~other non-durable markets increased volumes for our products. As of March 31, 2020, all of our major global manufacturing sites were operational, and demand for products used in packaging and medical applications remained robust. In response to lower demand for certain products, the Company has temporarily idled production at several small plants in the Advanced Polymer Solutions segment ~~serving automotive end markets and reduced production rates at other plants. Lower oil prices and reduced demand for transportation fuels are affecting both volumes and~~while margins ~~for our Refining and Intermediates and Derivatives segments.~~

~~The Company has developed strategies and is implementing measures~~compressed due to respond to a variety of economic scenarios. To reduce operational and financial risk, the Company is postponing selected growth projects and planned maintenance, including slowing construction activities on our PO/TBA plant in Houston, Texas. We currently expect that these actions will reduce 2020 capital expenditures to $1.9 billion, including investments in our U.S. and European PO joint ventures, which represents a 20% decrease compared to our budget as of December 31, 2019.

During the first quarter of 2020, we recognized a lower of cost or market (“LCM”) inventory valuation charge of $419 million. This charge is related to the recent decline in pricing for many of ourrapidly rising raw material and finished goods inventories largely driven by the current economic conditions. Further sustained price declines in our finished goods and raw materials could result in future LCM inventory valuation charges during the remainder of 2020. The extent to which further charges may occur is dependent on the pool-specific product prices and composition within each individual dollar value LIFO pool at the balance sheet date. However, if pricing trends reverse, some or all of these charges could be reversed in future quarterly interim periods during 2020.costs.

We assessed accounting matters that generally require consideration of forecasted financial information based on the information reasonably available to us and the uncertain future impacts of COVID-19 and volatility in commodity prices. Accounting matters assessed included, but were not limited to, the carrying value of our goodwill and other long-lived assets, inventory, valuation allowances for tax assets and expected credit losses. Other than the inventory valuation charges noted above, there were no other impacts to our consolidated financial statements for the first quarter of 2020 resulting from our assessments. We will continue to assess the potential financial statement impacts of COVID-19 and commodity price volatility throughout the duration of the pandemic in accordance with our corporate accounting policies.

The extent of the impact of the pandemic and the drop in the oil price on our operational and financial performance will depend on future developments which are uncertain and cannot be predicted. An extended period of economic disruption could have a material adverse impact on our business, results of operations, access to sources of liquidity and financial condition. While it is too early to predict the magnitude and duration of the downturn, we believe we are well-positioned to face this volatile environment and prepare the company for an eventual recovery of the economy. We believe that our current available liquidity and cash from operating activities provide us with sufficient financial resources to meet our anticipated capital requirements and obligations as they come due.

We remain committed to the health and safety of our employees, contractors and communities and are following governmental policies and recommendations related to the virus. Our manufacturing operations have been designated as an essential industry to support society’s needs during the pandemic in the majority of the regions in which we operate.

~~Table of Contents~~

Significant items that affected our results during the first quarter of ~~2020~~2021 relative to the first quarter of ~~2019~~2020 include:

•~~Lower~~ O~~&P–~~&P—Americas results increased primarily due to ~~a decline in polyolefins margins while olefins margins improved;~~olefin margin improvements and the first full quarter of results for our newly formed Louisiana Joint Venture;

•O~~&P–~~&P—EAI results ~~benefited from~~ improved ~~olefin volumes~~as a result of higher polyolefin margins and ~~margins, which was more than~~equity income, partly offset by lower ~~equity income~~olefin margins; and ~~polyolefin results;~~

•I&D ~~segment~~ results declined ~~due to margin decreases~~ primarily driven by ~~intermediate chemicals; and~~

•~~Lower Refining segment results~~lower volumes across most businesses from the downtime in Texas due to ~~a decline in refining margins and volumes.~~the weather events.

Other noteworthy items since the beginning of the year include the following:

•~~Launched production at our U.S. Gulf Coast high-density polyethylene plant using LyondellBasell's next-generation~~ ~~Hyperzone~~ ~~technology;~~

•~~Expanding our presence in China with definitive agreements for~~In January 2021, signed an ~~integrated olefins and polyolefins~~agreement to form a 50 percent owned joint venture with ~~Liaoning Bora Enterprise Group using our polyolefin technologies;~~

•~~In April 2020, issued $2,000 million of guaranteed senior notes. Net proceeds from~~ the ~~sale of the notes totaled $1,974 million;~~China Petroleum & Chemical Corporation which will construct a new PO and SM unit in China; and

•In both January and April ~~2020, we~~2021, repaid $500 million outstanding under our ~~Senior Revolving Credit Facility and $500 million outstanding under our U.S. Receivables Facility.~~Term Loan due 2022, for a total repayment of $1 billion.

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


		Three Months Ended March 31,					Three Months Ended March 31,
Millions of dollars	Millions of dollars	2020		2019		Millions of dollars	2021		2020
Sales and other operating revenues	Sales and other operating revenues	$	7,494	$	8,778	Sales and other operating revenues	$	9,082	$	7,494
Cost of sales	Cost of sales	6,868		7,446		Cost of sales	7,678		6,868

Selling, general and administrative expenses	Selling, general and administrative expenses	295		287		Selling, general and administrative expenses	287		295
Research and development expenses	Research and development expenses	27		28		Research and development expenses	29		27
Operating income	Operating income	304		1,017		Operating income	1,088		304
Interest expense	Interest expense	(89)		(92)		Interest expense	(110)		(89)
Interest income	Interest income	3		6		Interest income	2		3
Other income, net	Other income, net	—		25		Other income, net	25		—
Income from equity investments	Income from equity investments	—		64		Income from equity investments	137		—
Income from continuing operations before income taxes						Income from continuing operations before income taxes	1,142		218
Provision for income taxes	Provision for income taxes	75		203		Provision for income taxes	70		75
Income from continuing operations	Income from continuing operations	143		817		Income from continuing operations	1,072		143
Income from discontinued operations, net of tax		1		—
(Loss) income from discontinued operations, net of tax						(Loss) income from discontinued operations, net of tax	(2)		1
Net income	Net income	$	144	$	817	Net income	$	1,070	$	144

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RESULTS OF OPERATIONS

Revenues—Revenues ~~decreased~~increased by ~~$1,284~~$1,588 million, or ~~15%~~21%, in the first quarter of ~~2020~~2021 compared to the first quarter of ~~2019.~~2020. Average sales prices in the first quarter of ~~2020~~2021 were ~~lower~~higher for ~~most~~many of our products as sales prices generally correlate with crude oil prices, which ~~decreased~~increased relative to the corresponding period in ~~2019.~~2020. These ~~lower~~higher prices led to a ~~14% decrease~~26% increase in revenue in the first quarter of ~~2020. Unfavorable~~2021. Favorable foreign exchange impacts ~~also~~resulted in a revenue increase of 4% during the first quarter of 2021. Lower sales volumes resulted in a revenue decrease of ~~1% in the first quarter of 2020. Sales volumes were relatively unchanged in first quarter of 2020 compared~~9% relative to the first quarter of ~~2019.~~2020 primarily due to unusually cold temperatures and associated electrical power outages that led to shutdowns in our Refining and I&D manufacturing facilities in Texas partially offset by revenues generated from our Louisiana Joint Venture.

Cost of Sales—Cost of sales ~~decreased~~increased by ~~$578~~$810 million, or 8%12%, in the first quarter of ~~2020~~2021 compared to the first quarter of ~~2019~~2020. This increase primarily related to ~~lower~~higher feedstock and energy costs. ~~Cost of sales~~Additionally, in the first quarter of 2020, ~~includes~~we recognized an LCM inventory valuation ~~charges totaling~~charge of $419 million related to the decline in market pricing for many of our ~~Refining, O&P–Americas, I&D, O&P–EAI~~raw material and ~~APS segments.~~finished goods inventories during the quarter.

Operating Income—Operating income ~~decreased~~increased by ~~$713~~$784 million, or ~~70%~~258%, in the first quarter of ~~2020~~2021 compared to the first quarter of ~~2019. Operating income for~~2020. In the first quarter of ~~2020 includes the impact of the $419 million LCM inventory valuation charges~~2021, operating income in our O&P–Americas, Refining, O&P–~~Americas, I&D, O&P–~~EAI, Technology and APS ~~segments. Operating income for our Refining, I&D, O&P–Americas, O&P–EAI, APS and Technology~~ segments ~~declined~~increased by ~~$255~~$449 million, ~~$183~~$184 million, ~~$146~~$124 million, ~~$51 million, $49~~$35 million and ~~$26~~$34 million, respectively, relative to the first quarter of ~~2019.~~

~~Income from Equity Investments—Income from~~2020. The increases were partially offset by a decline of $43 million in our ~~equity investments declined by $64 million, or 100%~~I&D segment in the first quarter of ~~2020~~2021 compared to the first quarter of ~~2019. The decline was largely as a result of lower sales prices and reduced polyolefin spreads for our joint ventures in our O&P–EAI and O&P–Americas segments.~~

2020. Results for each of our business segments are discussed further in the “Segment Analysis” section below.

Income from Equity Investments—Income from our equity investments increased $137 million, or 100%, in the first quarter of 2021 compared to the first quarter of 2020. The increase was primarily due to increases in Income from equity investments in our O&P–EAI segment driven primarily by higher margins due to increased demand.

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Income Taxes—Our effective income tax rate for the ~~first quarter of 2020 was 34.4% compared with 19.9% for the first quarter of 2019.~~

Our effective income tax rate fluctuates based on, among other factors, changes in pretax income in countries with varying statutory tax rates, changes in valuation allowances, changes in foreign exchange gains/losses, the amount of exempt income, changes in unrecognized tax benefits associated with uncertain tax positions and changes in tax laws.

~~On March 27, 2020, the U.S. enacted the Coronavirus Aid, Relief, and Economic Security Act, also known as the “CARES Act”. Compared with the~~ three months ended March 31, ~~2019, the higher effective tax rate~~2021 was 6.1% compared with 34.4% for the three months ended March 31, ~~2020~~2020. The lower effective tax rate was primarily attributable to the remeasurement of U.S. deferred tax liabilities ~~due to~~that occurred in the ~~enactment~~prior year as a result of the CARES Act ~~(25.3%~~(-20.9%) and return to accrual adjustments primarily from a tax benefit associated with a step-up of certain Italian assets to fair market value (-11.3%). These drivers were partially offset by the ~~increased~~reduced relative impact of our tax rate drivers, primarily exempt income, due to ~~decreased~~increased pre-tax earnings ~~(-5.3%~~(7.1%).

We monitor tax law changes and the potential impact to our results of operations. We are continuing to analyze the impact of the CARES Act, but we anticipate favorable income tax impacts on our Consolidated Financial Statements.

Our exempt income primarily includes interest income, export incentives, and equity earnings of joint ventures. Interest income earned by certain of our European 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 and tax rulings, which could change. We believe our effective income tax rate for 2020 will be in the mid-teens.

There continues to be increased attention to the tax practices of multinational companies, including certain provisions of H.R.1, also known as the U.S. Tax Cuts and Jobs Act (the “Tax Act”), the European Union’s state aid investigations, proposals by the Organization for Economic Cooperation and Development with respect to base erosion and profit shifting, and European Union tax directives and their implementation. Management does not believe that recent changes in income tax laws, other than those disclosed and reflected in our financial statements, will have a material impact on our Consolidated Financial Statements, although new or proposed changes to tax laws could affect our tax liabilities in the future.

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Comprehensive Income

—Comprehensive income ~~decreased~~increased by ~~$1,147~~$1,534 million in the first quarter of ~~2020~~2021 compared to the first quarter of ~~2019,~~2020, primarily due to ~~lower~~higher net income, net ~~unfavorable~~favorable impacts of financial derivative instruments ~~primarily~~ driven by periodic changes in benchmark interest rates and ~~the net unfavorable impact of unrealized changes in~~improved foreign currency translation adjustments.

In the first quarter of 2021 and 2020, the cumulative after-tax effects of our derivatives designated as cash flow hedges were net gains of $175 million and net losses of $338 million, respectively. Pre-tax gains of $223 million and pre-tax losses of $535 million related to forward-starting interest rate swaps were driven by periodic changes in benchmark interest rates in the first quarter of 2021 and 2020, respectively. The fluctuations of the U.S. dollar against the euro and the periodic changes in benchmark interest rates, in the first quarter of 2021 and 2020, resulted in pre-tax gains of $86 million and $147 million, respectively, related to our cross-currency swaps. Pre-tax losses of $92 million and $53 million related to our cross-currency swaps were reclassified from Accumulated other comprehensive loss to Interest expense in the first quarter of 2021 and 2020, respectively. The remaining change pertains to our commodity cash flow hedges.

The predominant functional currency for our operations outside of the U.S. is the euro. Relative to the U.S. dollar, the value of the euro decreased during the first quarter of 2021 and 2020, resulting in ~~net~~ losses as reflected in the Consolidated Statements of Comprehensive Income. The ~~net~~ losses ~~attributable~~related to unrealized changes in foreign currency translation impacts ~~include~~were partially offset by pre-tax gains of $62 million and $39 million in the first quarter of 2021 and 2020, respectively, which represent the effective portion of our net investment hedges.

In the first quarter of 2020, the cumulative after-tax effects of our derivatives designated as cash flow hedges were net losses of $338 million. Pre-tax losses of $535 million related to forward-starting interest rate swaps, which were driven by the significant decline in benchmark interest rates in the first quarter of 2020, primarily due to changes in the economy impacting late in the quarter. The strengthening of the U.S. dollar against the euro in the first quarter of 2020 and periodic changes in benchmark interest rates resulted in pre-tax gains of $147 million, related to our cross-currency swaps. The remaining changes pertain to pre-tax losses of $53 million related to our cross-currency swaps were reclassified to Other income, net in the first quarter of 2020.

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Segment Analysis

We use earnings 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.”~~“Other”. For additional information related to our operating segments, as well as a reconciliation of EBITDA to its nearest GAAP measure, Income from continuing operations before income taxes, see Note 12 to our Consolidated Financial Statements.

Revenues and the components of EBITDA for the periods presented are reflected in the table below:


		Three Months Ended March 31,					Three Months Ended March 31,
Millions of dollars	Millions of dollars	2020		2019		Millions of dollars	2021		2020
Sales and other operating revenues:	Sales and other operating revenues:					Sales and other operating revenues:
O&P–Americas segment	O&P–Americas segment	$	1,792	$	2,111	O&P–Americas segment	$	2,859	$	1,792
O&P–EAI segment	O&P–EAI segment	2,224		2,535		O&P–EAI segment	3,047		2,224
I&D segment	I&D segment	1,770		1,894		I&D segment	1,767		1,770
APS segment	APS segment	1,096		1,339		APS segment	1,270		1,096
Refining segment	Refining segment	1,448		1,882		Refining segment	1,126		1,448
Technology segment	Technology segment	122		141		Technology segment	165		122
Other, including intersegment eliminations	Other, including intersegment eliminations	(958)		(1,124)		Other, including intersegment eliminations	(1,152)		(958)
Total	Total	$	7,494	$	8,778	Total	$	9,082	$	7,494
Operating income (loss):	Operating income (loss):					Operating income (loss):
O&P–Americas segment	O&P–Americas segment	$	238	$	384	O&P–Americas segment	$	687	$	238
O&P–EAI segment	O&P–EAI segment	135		186		O&P–EAI segment	259		135
I&D segment	I&D segment	131		314		I&D segment	88		131
APS segment	APS segment	70		119		APS segment	104		70
Refining segment	Refining segment	(314)		(59)		Refining segment	(130)		(314)
Technology segment	Technology segment	47		73		Technology segment	82		47
Other, including intersegment eliminations	Other, including intersegment eliminations	(3)		—		Other, including intersegment eliminations	(2)		(3)
Total	Total	$	304	$	1,017	Total	$	1,088	$	304
Depreciation and amortization:	Depreciation and amortization:					Depreciation and amortization:
O&P–Americas segment	O&P–Americas segment	$	124	$	115	O&P–Americas segment	$	143	$	124
O&P–EAI segment	O&P–EAI segment	53		53		O&P–EAI segment	53		53
I&D segment	I&D segment	70		72		I&D segment	80		70
APS segment	APS segment	44		29		APS segment	28		44
Refining segment	Refining segment	42		43		Refining segment	19		42
Technology segment	Technology segment	9		10		Technology segment	12		9
Total	Total	$	342	$	322	Total	$	335	$	342
Income (loss) from equity investments:						Income (loss) from equity investments:
O&P–Americas segment						O&P–Americas segment	$	30	$	2
O&P–EAI segment						O&P–EAI segment	95		(3)
I&D segment						I&D segment	12		2
APS segment						APS segment	—		(1)
Total						Total	$	137	$	—

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Three Months Ended
March 31,
Millions of dollars 2020 2019
Income (loss) from equity investments:
O&P–Americas segment $ 2 $ 11
O&P–EAI segment (3) 51
I&D segment 2 2
APS segment (1) —
Total $ — $ 64
Other income (loss), net:
O&P–Americas segment $ 2 $ 6
O&P–EAI segment 4 6
I&D segment — 2
Refining segment — 1
Other, including intersegment eliminations (6) 10
Total $ — $ 25
EBITDA:
O&P–Americas segment $ 366 $ 516
O&P–EAI segment 189 296
I&D segment 203 390
APS segment 113 148
Refining segment (272) (15)
Technology segment 56 83
Other, including intersegment eliminations (9) 10
Total $ 646 $ 1,428


	Three Months Ended March 31,
Millions of dollars		2021		2020
Other income (loss), net:
O&P–Americas segment		$	7	$	2
O&P–EAI segment		5		4
I&D segment		2		—
APS segment		3		—
Refining segment		1		—

Other, including intersegment eliminations		7		(6)
Total		$	25	$	—
EBITDA:
O&P–Americas segment		$	867	$	366
O&P–EAI segment		412		189
I&D segment		182		203
APS segment		135		113
Refining segment		(110)		(272)
Technology segment		94		56
Other, including intersegment eliminations		5		(9)
Total		$	1,585	$	646

Olefins and Polyolefins–Americas Segment

Overview—EBITDA ~~declined~~improved in the first quarter of ~~2020~~2021 relative to the first quarter of ~~2019~~2020 primarily due to ~~lower polyolefin results, partially offset by improved~~higher olefin ~~results. Results were further decreased due to a lower of cost or market inventory charge.~~margins.

Ethylene Raw Materials—We have ~~significant~~ 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 change.~~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 recent years, strong supplies from the U.S. shale gas/oil boom resulted in ethane being a preferred feedstock in our U.S. plants in 2020. However, based on current economic conditions, we continue to assess other feedstocks to maximize profitability. In the first ~~quarters~~quarter of 2021 and 2020 ~~and 2019, we produced~~ approximately ~~81% and 83%, respectively,~~60% of the raw materials used in our ~~ethylene from~~North American crackers was ethane.

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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 March 31,					Three Months Ended March 31,
Millions of dollars	Millions of dollars	2020		2019		Millions of dollars	2021		2020
Sales and other operating revenues	Sales and other operating revenues	$	1,792	$	2,111	Sales and other operating revenues	$	2,859	$	1,792
Income from equity investments	Income from equity investments	2		11		Income from equity investments	30		2
EBITDA	EBITDA	366		516		EBITDA	867		366

Revenues—Revenues for our O&P–Americas segment ~~decreased~~increased by ~~$319~~$1,067 million, or ~~15%~~60%, in the first quarter of ~~2020~~2021 compared to ~~the first quarter of 2019.~~Average olefins and polyethylene sales prices were lower in the first quarter of 2020 compared to the first quarter of 2019 due to increased market supply stemming from new industry capacity additions and, to a lesser extent, a lower oil price environment. Polypropylene sales prices decreased with declining commodity prices. These lower sales prices were responsible for a revenue decrease of 19% in the first quarter of 2020.~~Higher sales volumes, driven mainly by higher polyethylene export demands,led to a revenue increase of 4% in~~ the first quarter of 2020.

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Average sales prices were higher in the first quarter of 2021 compared to the first quarter of 2020 which resulted in a revenue increase of 50% in the first quarter of 2021. Volume improvements resulted in a revenue increase of 10% in the first quarter of 2021 primarily due to a full quarter of results associated with our Louisiana Joint Venture partially offset by the effects of unusually cold temperatures and associated electrical power outages that led to shutdowns of our manufacturing facilities in Texas.

EBITDA—EBITDA ~~decreased~~increased by ~~$150~~$501 million, or ~~29%~~137%, in the first quarter of ~~2020~~2021 compared to the first quarter of ~~2019. Polyethylene~~2020. First quarter of 2020 results ~~declined resulting in~~included a ~~17% decrease in EBITDA~~$111 million LCM inventory valuation charge primarily driven by a ~~$185 per ton reduction~~decline in the price ~~spreads over~~of heavy liquids and ethylene asduring the quarter. The absence of a ~~result~~similar charge in the first quarter 2021 resulted in a 30% change in EBITDA. The first full quarter of ~~increased market supply.~~results for our newly formed Louisiana Joint Venture improved EBITDA by 36% during the quarter.

Including the results of the Louisiana Joint Venture, higher olefin results led to a 89% improvement in EBITDA in the first quarter of 2021, primarily due to ethylene variable margin improvements associated with higher sales prices. Polypropylene results ~~decreased 6%~~led to a 12% increase in EBITDA in the first quarter of 2021, largely due to ~~a $105 per ton reduction in~~improved margins attributed to higher price spreads over propylene ~~also driven by increased market supply~~. ~~An offsetting increase~~ in olefin results increased EBITDA by 16% as ethylene margins increased by approximately $70 per ton primarily due to lower feedstock costs partially offset by a lower ethylene price. Prices for heavy liquids and ethylene have declined since December 31, 2019. These declines resulted in the recognition of LCM inventory charges of $111 million during the first quarter of ~~2020 reducing~~2021. Higher income from our equity investments led to increases in EBITDA ~~by 22% compared to~~of 7% in the first quarter of ~~2019.~~2021 mainly attributable to improved results at our polypropylene joint venture in Mexico.

Olefins and Polyolefins–Europe, Asia, International Segment

Overview—EBITDA for the first quarter of ~~2020 decreased~~2021 increased compared to the first quarter of ~~2019~~2020 mainly as a result of ~~lower polyolefin results~~higher polymer margins and ~~lower~~equity income, ~~from equity investments, partially~~partly offset by ~~higher~~lower olefin ~~results. Results were further decreased due to a lower of cost or market inventory charge. Further, as a result of COVID-19, we have deferred planned maintenance which was planned for 2020.~~margins.

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


		Three Months Ended March 31,					Three Months Ended March 31,
Millions of dollars	Millions of dollars	2020		2019		Millions of dollars	2021		2020
Sales and other operating revenues	Sales and other operating revenues	$	2,224	$	2,535	Sales and other operating revenues	$	3,047	$	2,224
Income (loss) from equity investments	Income (loss) from equity investments	(3)		51		Income (loss) from equity investments	95		(3)
EBITDA	EBITDA	189		296		EBITDA	412		189

Revenues—Revenues ~~decreased~~increased by ~~$311~~$823 million, or ~~12%~~37%, in the first quarter of ~~2020~~2021 compared to the first quarter of ~~2019.~~ 2020.

Average sales prices in the first quarter of ~~2020~~2021 were ~~lower~~higher across most products as sales prices generally correlate with crude oil prices, which on average, ~~decreased~~increased compared to the same period in 2020. These higher average sales prices were responsible for a revenue increase of 18% in the first quarter of 2021. Volume improvements resulted in a revenue increase of 12% in the first quarter of 2021 from strong polymer demand. Favorable foreign exchange impacts resulted in a revenue increase of 7% in the first quarter of 2021.

EBITDA—EBITDA increased by $223 million, or 118%, in the first quarter of 2021 compared to the first quarter of ~~2019. These lower average sales prices were responsible for revenue decreases~~2020. First quarter of ~~10%. Foreign exchange impacts, on average, were unfavorable~~2020 results included a $36 million LCM inventory valuation charge primarily driven by a decline in the price of naphtha during the quarter. The absence of a similar charge in the first quarter 2021 resulted in a 19% change in EBITDA.

Improved polyethylene and ~~led to a revenue decrease of 2%~~polypropylene results increased EBITDA by 54% and 35%, respectively, in the first quarter of ~~2020.~~2021. These improvements were largely attributed to higher margins due to strong demand. Lower olefins results led to a 51% decrease in EBITDA in the first quarter of 2021, primarily driven by lower margins attributable to increased feedstock costs. Higher income from our equity investments led to increases in EBITDA of 52% in the first quarter of 2021 mainly attributable to higher polyolefin margins due to increased demand. Favorable foreign exchange impacts resulted in a 11% increase in EBITDA in the first quarter of 2021.

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~~EBITDA~~—EBITDA in the first quarter of 2020 decreased by $107 million, or 36%, compared to the first quarter of 2019. Decreased polypropylene results led to a 11% decrease in EBITDA largely due to a decline in margins attributed to lower price spreads over propylene of $63 per ton. A decline in polyethylene results decreased EBITDA by 9% as price spreads over ethylene decreased $48 per ton. Joint venture equity income decreased largely due to reduced polyolefin spreads resulting in a 19% decrease in EBITDA. These decreases were partially offset by higher olefins results which led to a 16% increase of EBITDA. This increase was primarily due to increased volumes driven by improved reliability. Unfavorable foreign exchange impacts reduced EBITDA by approximately 1%. Results of our O&P–EAI segment were further reduced by $36 million, or 12%, due to an LCM inventory charge resulting from a decline in the price of naphtha since December 31, 2019.

Intermediates and Derivatives Segment

Overview—EBITDA ~~for our I&D segment was lower~~declined in the first quarter of ~~2020~~2021 compared to the first quarter of ~~2019, largely~~2020, primarily driven by ~~margin decreases primarily~~lower volumes across most businesses, in our intermediate chemicals business. Results were further decreased due to a lower of cost or market inventory charge. Further, as a result of COVID-19, we have deferred planned maintenance which was planned for the thirdparticular propylene oxide and ~~fourth quarters of 2020.~~derivatives.

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


		Three Months Ended March 31,					Three Months Ended March 31,
Millions of dollars	Millions of dollars	2020		2019		Millions of dollars	2021		2020
Sales and other operating revenues	Sales and other operating revenues	$	1,770	$	1,894	Sales and other operating revenues	$	1,767	$	1,770
Income from equity investments	Income from equity investments	2		2		Income from equity investments	12		2
EBITDA	EBITDA	203		390		EBITDA	182		203

Revenues—Revenues decreased by ~~$124~~$3 million, ~~or 7%,~~remaining relatively flat, in the first quarter of ~~2020~~2021 compared to the first quarter of ~~2019.~~2020. Lower sales volumes resulted in a 17% decline in sales, primarily driven by a decline in production due to the impact of unusually cold temperatures and associated electrical power outages that led to shutdowns of our manufacturing facilities in Texas. This decrease was largely offset by higher average sales prices in the first quarter of ~~2020~~2021 for most products as sales prices generally correlate with crude oil prices, which ~~reflect~~on average, increased compared to the ~~impacts of lower feedstock and energy costs, were responsible for a revenue decrease of 11%. Higher~~same period in 2020. This increase in average sales ~~volumes~~prices resulted in a 5%14% increase in ~~revenues~~revenue. Favorable foreign exchange impacts also increased revenue by 3% in the first quarter of ~~2020. Foreign exchange impacts, on average, were unfavorable and led to a revenue decrease of 1%.~~2021.

EBITDA—EBITDA decreased ~~$187~~by $21 million, or ~~48%~~10%, in the first quarter of ~~2020~~2021 compared to the first quarter of ~~2019. Decreased intermediate chemicals~~2020. In the first quarter of 2020 EBITDA for our I&D segment included a $78 million LCM inventory valuation charge primarily driven by a decline in the price of various gasoline blending components and butane during the quarter. The absence of a similar charge in the first quarter 2021 resulted in a 38% change in EBITDA.

Oxyfuels and related products results declined, resulting in a 35% decrease in EBITDA in the first quarter of 2021. Approximately 60% of this decline was driven by a decrease in margins due to lower blending premium over gasoline prices, higher feedstock costs and higher utility costs related to Texas weather events. The remaining decrease was due to lower volumes driven by Texas weather events and lower gasoline demand. Declines in propylene oxide and derivatives results led to an EBITDA decrease of ~~26%.~~12% in the first quarter of 2021. This decrease was a result of lower volumes driven by Texas weather events as discussed above and planned maintenance. Approximately half of this volume decrease was offset by margin improvements due to tight market supply. Intermediate chemicals results declined, contributing to a 10% decrease in EBITDA primarily due to a decrease in margins ~~across most businesses,~~due to higher feedstock costs. Higher income from our equity investments led to increases in ~~particular styrene, as demand weakened~~EBITDA of 5% in ~~2020. Lower propylene oxide and derivatives~~the first quarter of 2021 mainly attributable to improved results ~~decreased~~at our joint venture in China. Favorable foreign exchange impacts increased EBITDA by ~~5% largely~~4% in the first quarter of 2021.

Planned maintenance in 2021 is expected to reduce EBITDA by approximately $115 million, which is $30 million lower than previously estimated, due to ~~lower derivative margins as market supply increased. These declines in EBITDA were partially offset by a 5% increase in EBITDA in oxyfuels~~reduced scope of work and related products results driven equally by increased volumes and margins. Results of our I&D segment were further reduced by $78 million, or 20%, due to an LCM inventory charge resulting from a decline inassociated downtime for the ~~price of~~ ~~various gasoline blending components and butane since December 31, 2019~~.maintenance.

Advanced Polymer Solutions Segment

Overview—EBITDA for our APS segment ~~decreased~~increased in the first quarter of ~~2020 compared~~2021 relative to the first quarter of ~~2019,~~2020, primarily due to ~~lower~~improved compounding and ~~solutions volumes.~~solution results and the absence of integration costs related to the acquisition of A. Schulman recognized in the first quarter of 2020.

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

Three Months Ended
March 31,
Millions of dollars 2020 2019
Sales and other operating revenues $ 1,096 $ 1,339
Income (loss) from equity investments (1) —
EBITDA 113 148

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	Three Months Ended March 31,
Millions of dollars		2021		2020
Sales and other operating revenues		$	1,270	$	1,096
Income (loss) from equity investments		—		(1)
EBITDA		135		113

Revenues—Revenues ~~decreased~~increased by ~~$243~~$174 million, or ~~18%~~16%, in the first quarter of ~~2020~~2021 compared to the first quarter of ~~2019. Sales volumes declined~~2020. Foreign exchange impacts resulted in a revenue increase of 8% in the first quarter of ~~2020~~2021. Sales volumes increased in the first quarter of 2021 stemming from ~~lower~~higher market demand for compounding and solutions, including ~~lower~~higher automotive and ~~roofing~~construction demand, which led to a ~~12% decrease~~4% increase in revenue. Average sales price increased resulting in a 4% increase in revenue in ~~2020. Lower average sales prices resulted in a 3% decrease in revenue~~the first quarter of 2021.

~~while unfavorable foreign exchange impacts resulted in a 3% decrease in revenue.~~

EBITDA—EBITDA ~~decreased $35~~increased by $22 million, or ~~24%~~19%, in the first quarter of ~~2020~~2021 compared to the first quarter of ~~2019. This decrease was largely driven by decreased~~2020. Increased compounding and solutions results ~~which resulted in a 20% decrease~~led to an EBITDA increase of ~~EBITDA~~. The decrease was largely due to lower volumes driven by reduced automotive demand as a result of economic conditions caused by COVID-19. Unfavorable foreign exchange impacts also reduced EBITDA by an additional 2%8% in the first quarter of ~~2020.~~2021. This increase was mainly attributable to higher volumes driven by increased demand for our products utilized in the automotive and construction end markets in Asia and Europe. Integration ~~costs~~activities related to ~~the~~our 2018 acquisition of A. Schulman Inc. were ~~relatively unchanged~~substantially completed during the third quarter of 2020. In the absence of these integration costs in the first quarter ~~2020 versus~~of 2021, EBITDA changed 12% during the quarter. Favorable foreign exchange impacts increased EBITDA by 6% in the first quarter ~~2019.~~2021.

Refining Segment

Overview—EBITDA ~~for our Refining segment decreased~~increased in the first quarter of 2021 relative to the first quarter of 2020 primarily due to ~~a lower~~the absence of ~~cost or market~~an LCM inventory valuation charge ~~lower conversion rates caused by an outage at our fluid catalytic cracking unit and lower heavy crude oil processing rates compared to 2019.~~which was recognized in the first quarter of 2020.

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. ~~Light Louisiana Sweet,~~“Brent” is a light sweet crude oil ~~while~~and is one of the main benchmark prices for purchases of oil worldwide. “Maya” is a heavy sour crude ~~oil.~~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 March 31,					Three Months Ended March 31,
Millions of dollars	Millions of dollars	2020		2019		Millions of dollars	2021		2020
Sales and other operating revenues	Sales and other operating revenues	$	1,448	$	1,882	Sales and other operating revenues	$	1,126	$	1,448
EBITDA	EBITDA	(272)		(15)		EBITDA	(110)		(272)

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	226		259		Heavy crude oil processing rates	152		226

Market margins, dollars per barrel	Market margins, dollars per barrel					Market margins, dollars per barrel
Light crude oil – 2-1-1		$	10.09	$	9.92
Light crude – Maya differential		7.12		3.63
Brent - 2-1-1						Brent - 2-1-1	$	10.57	$	7.43
Brent - Maya differential						Brent - Maya differential	4.75		9.79
Total Maya 2-1-1	Total Maya 2-1-1	$	17.21	$	13.55	Total Maya 2-1-1	$	15.32	$	17.22

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Revenues—Revenues decreased by ~~$434~~$322 million, or ~~23%~~22%, in the first quarter of ~~2020~~2021 compared to the first quarter of 2019. Lower product prices led to a revenue decrease of 20% relative to the first quarter of 2019, due to an average crude oil price decrease of approximately $15 per barrel in the first quarter of 2020 compared to the first quarter of 2019. In addition, rates on conversion units were lower due to an unplanned outage at our fluid catalytic cracking unit, as well as crude selection and the optimization of refinery operations.2020. Heavy crude oil processing rates decreased during the first quarter of ~~2020, leading~~2021 due to planned and unplanned outages, including the effects of unusually cold temperatures and associated electrical power outages that led to shutdowns of our manufacturing facilities in Texas. This decline in sales volumes resulted in a 32% reduction in revenue. This decrease was partially offset by higher product prices, which led to a ~~decrease~~revenue increase of 10% due to an average Brent crude oil price increase of approximately $10 per barrel in ~~overall sales volumes~~the first quarter of ~~3%.~~2021.

EBITDA—EBITDA ~~decreased~~increased by ~~$257~~$162 million, or ~~over 100%~~60%, in the first quarter of ~~2020~~2021 compared to the first quarter of ~~2019. Results of our Refining segment were reduced by~~2020. First quarter 2020 results included a $192 million ~~due to an~~ LCM inventory valuation charge ~~resulting from~~primarily driven by a decline in the ~~prices~~price of crude oil and refined products, ~~since December 31, 2019. Margins decreased by 333% primarily due to unplanned outages at our fluid catalytic cracking unit, which restricted~~ the ~~yield~~absence of ~~higher-margin refined products,~~a similar charge in the first quarter 2021 resulted in a 71% change in EBITDA. This increase in the first quarter of 2021 was partially offset by a ~~27% increase~~7% decrease in EBITDA due to lower heavy crude oil processing rates driven by the impact of facility outages as discussed above and lower demand for transportation fuels. Margin declines resulted in a 4% decrease in EBITDA driven by a decrease in the Maya 2-1-1 market margin ~~driven primarily by~~due to tighter heavy oil supply and a ~~favorable light-to-heavy differential relative to 2019. Lower heavy crude oil processing rates resulted in a 93%~~ decrease in ~~EBITDA relative to the first quarter~~refined product demand as well as higher costs of ~~2019.~~Renewable Identification Numbers (“RINs”).

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Technology Segment

Overview—EBITDA ~~for our Technology segment decreased~~increased in the first quarter of ~~2020~~2021 compared to the first quarter of ~~2019,~~2020, primarily due to ~~lower~~higher licensing revenues.

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

Three Months Ended
March 31,
Millions of dollars 2020 2019
Sales and other operating revenues $ 122 $ 141
EBITDA 56 83


	Three Months Ended March 31,
Millions of dollars		2021		2020
Sales and other operating revenues		$	165	$	122
EBITDA		94		56

Revenues—Revenues ~~decreased~~increased by ~~$19~~$43 million, or ~~13%~~35%, in the first quarter of ~~2020~~2021 compared to the first quarter of ~~2019. Lower~~2020. Higher licensing revenues resulted in a ~~decrease of 14%~~20% increase in the first quarter of ~~2020~~2021 compared to the first quarter of ~~2019. Increases in average~~2020. Higher catalyst ~~sales prices resulted in revenue increases of 4% in the first quarter of 2020. Lower catalyst sales~~ volumes ~~driven by the timing of customer orders,~~ resulted in a ~~1% decrease~~8% increase in revenue in the first quarter of ~~2020. Foreign~~2021 primarily driven by a strong demand. Favorable foreign exchange ~~impacts that, on average, were unfavorable~~impact led to a revenue ~~decrease~~increase of ~~2%.~~7% in the first quarter of 2021.

EBITDA—EBITDA ~~decreased~~increased by ~~$27~~$38 million, or ~~33%~~68%, in the first quarter of ~~2020~~2021 compared to the first quarter of ~~2019. This decrease was primarily driven by lower~~2020. Higher licensing revenues ~~as revenue was recognized on fewer licensing agreements during~~from more contracts reaching significant milestones in the first quarter of ~~2020~~2021 compared to the first quarter of ~~2019.~~2020 resulted in a 41% increase in EBITDA. Higher catalyst volumes resulted in a 14% increase in EBITDA. Foreign exchange impacts, which on average, were favorable led to a 9% increase in EBITDA in the first quarter of 2021.

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FINANCIAL CONDITION

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


		Three Months Ended March 31,							Three Months Ended March 31,
Millions of dollars	Millions of dollars	2020		2019		Millions of dollars	2021		2020
Source (use) of cash:
Cash provided by (used in) :						Cash provided by (used in) :
Operating activities	Operating activities	$	542	$	657	Operating activities	$	571	$	542
Investing activities	Investing activities	(663)		(178)		Investing activities	(59)		(663)
Financing activities	Financing activities	884		(521)		Financing activities	(782)		884

Operating ~~Activities—~~Activities—Cashprovided by operating activities of $~~542~~571 million ~~generated~~ in the first quarter of 2021 reflected earnings adjusted for non-cash items, payments for employee bonuses, income taxes, income from equity investments, and cash used by the main components of working capital—Accounts receivable, Inventories and Accounts payable.

In the first quarter of 2021, the main components of working capital used $626 million of cash driven primarily by an increase in Accounts receivable and Inventories partially offset by an increase in Accounts payable. The increase in Accounts receivable was driven by higher revenues for our O&P—Americas, O&P—EAI, and APS segments. The increase in Inventory was primarily driven by higher inventory volumes, due to lower crude oil consumption as a result of Texas weather events, and prices within our Refining segment. The increase in Accounts payables was primarily driven by increased raw material costs.

Cash provided by operating activities of $542 million in the first quarter of 2020 reflected earnings adjusted for non-cash items, payments for employee bonuses, income taxes, and cash consumed by the main components of working ~~capital—Accounts receivable, Inventories and Accounts payable.~~capital.

In the first quarter of 2020, the main components of working capital ~~consumed~~used $110 million of cash driven primarily by a decrease in ~~accounts~~Accounts payable partially offset by a decrease in ~~inventories.~~Inventories. The decrease in ~~accounts~~Accounts payable was primarily due to lower feedstock prices in our O&P–EAI segment as well as a decrease in crude oil purchases in our Refining segment. The decrease in ~~inventory~~Inventory was primarily driven by company-wide inventory reduction initiatives as well as higher sales volumes in our O&P–EAI segment compared to the fourth quarter 2019 and turnaround activities in our I&D segment.

Cash of $657 million generated by operating activities in the first quarter of 2019 reflected earnings adjusted for non-cash items, payments for employee bonuses, income taxes, interest and cash consumed by the main components of working capital—Accounts receivable, Inventories and Accounts payable.

In the first quarter of 2019, the main components of working capital consumed $104 million of cash. Higher Accounts receivable due to increased sales volume in our O&P–EAI segment were partially offset by an increase in Accounts payable as a result of higher volumes offset by lower feedstock and energy costs relative to the fourth quarter of 2018.

Investing Activities

~~Investments~~—We invest cash in investment-grade and other high-quality instruments that provide adequate flexibility to redeploy funds as needed to meet our cash flow requirements while maximizing yield.

WeIn the first quarters of 2021 and 2020 we received proceeds of $226 million and $1 million, respectively, from our investments in equity securities. Additionally, w ~~$308~~e received proceeds of $74 million in the first quarter of ~~2019~~2021 upon the maturity of certain ~~of our~~ available-for-sale debt securities.

Capital expenditures for the first three months of 2021 totaled $340 million compared to $660 million for the first three months of 2020, resulting in a decrease of $320 million or 48% in 2021 compared to 2020. Reduced spending within our I&D segment accounted for 32% of the decline which was driven by decreased spending at our PO/TBA plant. Additionally, spending in our O&P—Americas segment decreased by 21% due to the completion of our Hyperzone polyethylene plant in 2020 and a decline in other plant improvement projects in 2021. See Note 12 to the Consolidated Financial Statements for additional information regarding capital spending by segment.

Financing Activities—We made dividend payments totaling $352 million and $351 million in the first quarters of 2021 and 2020, respectively.

In January 2021, we repaid $500 million outstanding under our Term Loan due 2022.

In the first quarters of 2021 and ~~2019~~2020 we received ~~proceeds~~a return of $1collateral of $66 million and ~~$162~~posted collateral of $238 million, respectively, onrelated to the ~~sale of~~positions held with our ~~investments in equity securities.~~counterparties for certain forward-starting interest rate swaps.

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~~Capital Expenditures—The following table summarizes capital expenditures for the periods presented:~~

Three Months Ended
March 31,
Millions of dollars 2020 2019
Capital expenditures by segment:
O&P–Americas $ 204 $ 276
O&P–EAI 42 64
I&D 353 179
APS 13 16
Refining 16 43
Technology 30 17
Other 2 4
Consolidated capital expenditures $ 660 $ 599

In the first quarters of 2020 and 2019, our capital expenditures included construction related to our PO/TBA plant at our Houston, Texas facility, turnaround activities at several sites and other plant improvement projects. Additionally, in the first quarter of 2019, our capital expenditures included construction related to our ~~Hyperzone~~ polyethylene plant at our La Porte, Texas facility. The higher level of capital expenditures in the first quarter of 2020 relative to the same period in 2019 was primarily driven by an increase in our I&D segment largely due to the construction of our PO/TBA plant partially offset by a decrease in our O&P–Americas segment related to our ~~Hyperzone~~ polyethylene plant. To reduce operational and financial risk associated with the ongoing COVID-19 pandemic and the significant drop in the price of oil, we are postponing selected growth projects and planned maintenance, including slowing construction activities on our PO/TBA plant in Houston, Texas. We currently expect that these actions will reduce our 2020 capital expenditures by approximately 20% from our prior guidance of $2.4 billion to our current outlook of $1.9 billion, including investment in our U.S. and European PO joint ventures.

~~Financing Activities~~—In the first quarters of 2020 and 2019, we made payments of $4 million and $512 million to acquire approximately 0.1 million and 5.6 million, respectively, of our outstanding ordinary shares. We also made dividend payments totaling $351 million and $372 million in the first quarters of 2020 and 2019, respectively. For additional information related to our share repurchases and dividend payments, see Note 10 to the Consolidated Financial Statements.

In January 2020, we amended the terms of certain forward-starting interest rate swaps to extend their maturities. Concurrently with the amendment of the swaps, we posted collateral of $238 million related to the liability position held with our counterparties as of the amendment date. For additional information see Note 7 to the Consolidated Financial Statements.

In March 2020, we borrowed $500 million from our Senior Revolving Credit Facility and $500 million from our U.S. Receivables Facility to increase our liquidity.

In February 2019, LYB Americas Finance Company LLC, a wholly owned subsidiary of LyondellBasell Industries N.V., entered into a 364-day, $2,000 million senior unsecured term loan credit agreement and borrowed the ~~entire amount. The~~first quarter 2020, we received net proceeds of ~~this term loan, which is fully and unconditionally guaranteed by LyondellBasell Industries N.V., were used for general corporate purposes and to redeem the remaining $1,000~~$516 million, ~~outstanding of our 5% Senior Notes due 2019 at par.~~

~~Through~~through the issuance and repurchase of commercial paper instruments under our commercial paper ~~program, we received net proceeds of $516 million in the first quarter of 2020 and made net repayments of $559 million in the first quarter of 2019.~~program.

Additional information related to the issuance of debt and commercial paper can be found ~~in the Liquidity and Capital Resources section below and~~ in Note 6 to the Consolidated Financial Statements.

~~In February 2019, we purchased the non-controlling interest in our subsidiary that holds our La Porte, Texas methanol facility for $63 million.~~

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Liquidity and Capital Resources

Overview

We plan to fund our ongoing working capital, capital expenditures, debt service and other funding 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. Cash and cash equivalents, cash from our short-term investments, cash from operating activities, proceeds from the issuance of debt, or a combination thereof, may be used to fund the purchase of shares under our share repurchase authorization.

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.

As Our focus on funding our dividends while remaining committed to a ~~result~~strong investment grade balance sheet continues to be the foundation of ~~COVID-19,~~our capital deployment strategy. In the near term, we are taking actions to manage risk by reducing budgeted 2020 capital expenditures by $500 million, increasing liquidity by $2 billion through the issuance of senior notes in April 2020 and accelerating our focus on cost savings. We believe that our current liquidity availability and cash from operating activities provide us with sufficient financial resources to meet our anticipated capital requirements and obligations as they come due. We believe the current economic environment will not have an adverse effectprioritizing debt reduction on our ~~ability to be in compliance with our debt covenants.~~balance sheet.

Cash and Liquid Investments

As of March 31, ~~2020,~~2021, we had ~~$1,795 million of unrestricted cash~~Cash and cash equivalents ~~as well as~~and marketable securities classified as Short-term ~~investments.~~

~~At March 31, 2020, we held $405~~investments totaling $1,835 million, ~~of cash~~which includes $1,197 million in jurisdictions outside of the U.S., principally in the United ~~Kingdom and China.~~Kingdom. There are currently no legal or economic restrictions that would materially impede our transfers of cash.

Credit Arrangements

At March 31, ~~2020,~~2021, we had total debt, including current maturities, of ~~$13,655~~$15,425 million, and ~~$193~~$197 million of outstanding letters of credit, bank guarantees and surety bonds issued under uncommitted credit facilities.

We had total unused availability under our credit facilities of ~~$1,357~~$2,905 million at March 31, ~~2020,~~2021, which included the following:

•$~~1,206~~2,005 million under our $2,500 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. A small portion of our availability under this facility is impacted by changes in the euro/U.S. dollar exchange rate. At March 31, ~~2020,~~2021, we had ~~$778~~$500 million of outstanding commercial paper, net of discount, ~~$500 million of outstanding~~no borrowings ~~and no outstanding~~or letters of credit outstanding under ~~the~~this facility; and

•$~~151~~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 March 31, ~~2020,~~2021, we had ~~$500 million of outstanding~~no borrowings ~~and no~~or letters of credit outstanding under this facility.

Our $2,500 million Senior Revolving Credit Facility contains customary covenants and warranties, including specified restrictions on indebtedness and liens. In addition, we are required to maintain a leverage ratio at the end of every fiscal quarter of 3.50 to 1.00, or less, for the period covering the most recent four quarters.

The U.S. Receivables Facility is subject to customary warranties and covenants, including limits and reserves and the maintenance of specified financial ratios. We are required to maintain a leverage ratio at the end of every fiscal quarter of 3.50 to 1.00, or less, for the period covering the most recent four quarters. Performance obligations under the facility are guaranteed by LyondellBasell Industries N.V.

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We believe that our recent value-driven growth investments should benefit us over the coming years. With an improving outlook for cash generation, we remain committed to further strengthening our investment grade balance sheet through deleveraging. In April 2020, we entered into amendments and related documents (collectively, the “Amendments”) to our (i) Senior Revolving Credit Facility, (ii)Term Loan due 2022, and (iii) U.S Receivables Facility (collectively, amended, the “Credit Agreements”). Among other things, the Amendments amended each Credit Agreement’s gross leverage ratio covenant of 3.50 to 1.0 to permit netting of unrestricted cash and cash equivalents in excess of $300 million (with certain restriction on non-US cash) and, in respect of the Senior Revolving Credit Facility and Term Loan due 2022, restrict certain dividends and other specified restricted payments.

In April 2020, LYB International Finance III, LLC (“LYB Finance III”), a wholly owned finance subsidiary of LyondellBasell Industries N.V. issued $500 million of 2.875% guaranteed notes due 2025 (the “2025 Notes”) at a discounted price of 99.911%, $500 million of 3.375% guaranteed notes due 2030 (the “2030 Notes”) at a discounted price of 99.813% and $1,000 million of 4.2% guaranteed notes due 2050 (the “2050 Notes”) at a discounted price of 99.373%. Net proceeds from the sale of the notes totaled $1,974 million.

We used the net proceeds from the sale of the notes for general corporate purposes, including to increase our liquidity and manage short-term debt maturities. We invested funds that were not immediately needed for these purposes in short-term investments, including marketable securities.

The 2025 Notes, 2030 Notes and 2050 Notes may be redeemed before the date that is one month, three months, or six months, respectively, prior to the scheduled maturity date at a redemption price equal to the greater of 100% of the principal amount of the notes redeemed and the sum of the present values of the remaining scheduled payments of principal and interest (discounted at the applicable treasury yield plus 40 basis points in the case of the 2025 Notes or 45 basis points in the case of the 2030 Notes and 2050 Notes) on the notes to be redeemed. The 2025 Notes, 2030 Notes and 2050 Notes may also be redeemed on or after the date that is one month, three months, or six months, respectively, prior to the scheduled maturity date of the notes at a redemption price equal to 100% of the principal amount of the notes redeemed plus accrued and unpaid interest. The notes are also redeemable upon certain tax events.

~~In April 2020,~~January 2021, we repaid $500 million outstanding under our ~~Senior Revolving Credit Facility and~~Term Loan due 2022. An additional $500 million ~~outstanding under~~was repaid in April 2021. We expect that our ~~U.S. Receivables Facility.~~robust cash generation from operations should continue throughout the year and our top priority for capital deployment in 2021 is debt reduction, which will enable meaningful progress toward improving our credit metrics to two times total debt to EBITDA.

WeAt 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, or a combination thereof. In connection with any~~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.

In accordance with our current interest rate risk management strategy and subject to management’s evaluation of market conditions and the availability of favorable interest rates among other factors, we may from time to time enter into interest rate swap agreements to economically convert a portion of our fixed rate debt to variable rate debt or convert a portion of our variable rate debt to fixed rate debt.

~~For additional information, see Note 6 to our Consolidated Financial Statements.~~

~~Share Repurchases~~

In September 2019, our shareholders approved a proposal to authorize us to repurchase up to 33.3 million of our ordinary shares through March 12, 2021, 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. In the first quarter of 2020, we purchased approximately 0.1 million shares under our share repurchase authorization for approximately $4 million.

~~Table of Contents~~

As of April 29, 2020, we had approximately 33.3 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 10 to the Consolidated Financial Statements.

~~Capital Budget~~

As a result of the coronavirus and current market conditions, the Company is postponing selected growth projects and planned maintenance, including slowing construction activities on our PO/TBA plant in Houston, Texas. We currently expect that these actions will reduce 2020 capital expenditures to $1.9 billion. This represents a 20% decrease compared to our budget as of December 31, 2019. Our capital expenditures budget includes approximately $75 million for investments in our U.S. and European PO joint ventures.

~~Once complete, our world-scale PO/TBA plant will have the capacity to produce 470 thousand tons of PO and 1.0 million tons of tertiary butyl alcohol. We expect the project to be complete in 2022.~~CURRENT BUSINESS OUTLOOK

~~Equity Investment~~

~~In March 2020,~~With no significant planned maintenance for our assets during the second quarter, we ~~signed a definitive agreement~~plan to ~~expand in China through a 50% joint venture with the Liaoning Bora Enterprise Group (“Bora”). The joint venture with Bora will~~ operate ~~a 1.1 million ton ethylene cracker~~at nearly full capacity worldwide to meet improved demand that is expected to persist due to low inventories and ~~associated polyolefin derivative complex in Panjin, China. We estimate investing CNY 3.3 billion (approximately $450 million) in the joint venture during~~maintenance downtime across our industry. Strong North American integrated polyethylene margins should continue as U.S. producers seek to fulfill domestic order backlogs, rebuild inventories and serve export demand. During the second half of ~~2020.~~

~~CURRENT BUSINESS OUTLOOK~~

~~The current challenges from the pandemic and crude oil pricing will increasingly impact our businesses during the second quarter. Our April and May 2020 orders continue to demonstrate strong~~2021, increased mobility should drive higher demand for gasoline and jet fuel, improving margins for our ~~polyolefins~~Refining and I&D segments. We also expect that ~~are used in consumer packaging and medical applications. Weak demand from markets~~moderating feedstock costs will increase second quarter margins for ~~industrial and durable products is expected to continue. In response to closures in automotive manufacturing, we have temporarily halted production at several of~~ our ~~plants in the~~ Advanced Polymer Solutions segment that serve customers in this end market. Our oxyfuels and related products business in our I&D segment and our Refining segment will be impacted by significantly lower demand for transportation fuels. While our major facilities are all operating, we have reduced rates across our system to match decreased customer demand. Industry consultants estimate that petrochemical and refining assets in various parts of the world are running at 60 to 80 percent of nameplate capacity. We expect that the majority of our capacity will also operate within that range during the second quarter.

We are taking actions to manage risk by reducing budgeted 2020 capital expenditures by $500 million, increasing liquidity by $2 billion through the issuance of senior notes and accelerating our focus on cost savings. Our foundations of safety leadership, operational excellence and cost discipline should continue to bolster our resilient business portfolio. While it is too early to predict the magnitude and duration of the downturn, we believe we are well-positioned to navigate this volatile environment and position the Company for an eventual recovery of the economy.

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~~CRITICAL ACCOUNTING POLICIES~~

~~Inventory~~—Our inventories are stated at the lower of cost or market (“LCM”). Cost is determined using the last-in, first-out (“LIFO”) inventory valuation methodology, which means that the most recently incurred costs are charged to cost of sales and inventories are valued at the earliest acquisition costs. Market value is determined based on an assessment of the current estimated replacement cost and selling price of the inventory.

During the first quarter of 2020, we recognized an LCM charge of $419 million. This adjustment is related to the recent decline in pricing for many of our raw material and finished goods inventories. Market price declines in crude oil, heavy liquids and ethylene were the primary contributors to the LCM adjustment in the first quarter of 2020. Representative prices used in the calculation of this LCM adjustment were $12.14/bbl for crude, $13.50/bbl for heavy liquids and $205/ton for ethylene.

Since our inventory consists of manufactured products derived from crude oil, natural gas, natural gas liquids and correlated materials, as well as the associated feedstocks and intermediate chemicals, our inventory market values are generally influenced by changes in the benchmark of crude oil and heavy liquid values and prices for manufactured finished goods. The degree of influence of a particular benchmark may vary from period to period, as the composition of the dollar value LIFO pools change. Additionally, an LCM condition may arise due to a volumetric decline in a particular material that had previously provided a positive impact within a pool. As a result, market valuations and LCM conditions are dependent upon the composition and mix of materials on hand at the balance sheet date. In the measurement of an LCM adjustment, the numeric input value for determining the crude oil market price includes pricing that is weighted by volume of inventories held at a point in time, including WTI, Brent and Maya crude oils.

Currently, ten out of our eleven LIFO inventory pools are “at-risk” for further adjustment as each impacted LIFO pool has been reduced to, or close to, the calculated market value at the last balance sheet measurement date. “At-risk” inventory accounts for $3 billion of our total inventory carrying value as of March 31, 2020. The extent to which further adjustment may occur is dependent on the pool specific product prices and composition within each individual dollar value LIFO pool at the balance sheet date. Further sustained price declines in our finished goods and raw materials could result in future LCM inventory valuation charges during the remainder of 2020. However, if pricing trends reverse, some, or all of these charges could be reversed in future quarterly interim periods during 2020.segment.

ACCOUNTING AND REPORTING CHANGES

For a discussion of the potential impact of new accounting pronouncements on our 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 and Section 21E of the Securities Exchange Act of 1934. 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 fall materially, or ~~decrease~~remain low relative to U.S. natural gas prices, we would 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; ~~for example, substantial capacity expansions are underway in the U.S. olefins industry;~~

•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; for example, because the Houston refinery is our only refining operation, we would not have the ability to increase production elsewhere to mitigate the impact of any outage at that facility;

•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 new businesses and assets and integrate those operations into our existing operations and make cost-saving changes in operations;

•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;

•uncertainties related to the extent and duration of the pandemic-related decline in demand, or other impacts due to the pandemic in geographic regions or markets served by us, or where our operations are located, including the risk of prolonged recession;

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•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 agreements or treaties, or changes in laws, regulations or treaties, may substantially increase our tax liabilities;

•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 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 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, ~~2019.~~2020. Our exposure to such risks has not changed materially in the three months ended March 31, ~~2020.~~2021.

Item 4. CONTROLS AND PROCEDURES

As of March 31, ~~2020,~~2021, 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 ~~operating effectively~~effective as of March 31, ~~2020.~~2021.

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 other legal proceedings can be found in Note 9 to the Consolidated Financial Statements, which is incorporated into this Item 1 by reference.

~~The following is a description of environmental proceedings to which a governmental authority is a party and potential monetary penalties are reasonably likely to be $100,000 or more:~~

In September 2019, the Illinois Environmental Protection Agency referred three emission events that occurred at our Tuscola facility in August and September 2018 to the Illinois Attorney General's (IAG) Office for enforcement. In February 2020, the IAG sent a Stipulation and Proposal for Settlement with a proposed penalty of $120,000. The parties are currently working to finalize the settlement.

Additional information about our other environmental proceedings can be found in Part I, Item 3 of our ~~2019~~2020 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, 2019, except as set forth below. The risk factor set forth below updates, and should be read together with, the risk factors disclosed in “Item 1A. Risk Factors,” in our 2019 Annual Report on Form 10-K.

~~The recent novel coronavirus (COVID-19) pandemic could materially adversely affect our financial condition and results of operations.~~

In December 2019, a novel strain of coronavirus, SARS-CoV-2, causing a disease referred to as COVID-19, was reported to have surfaced in Wuhan, China, resulting in shutdowns of manufacturing and commerce in the months that followed. Since then, COVID-19 has spread to multiple countries worldwide, including the United States and Europe, and has resulted in authorities implementing numerous measures to try to contain the disease, such as travel bans and restrictions, quarantines, shelter-in-place orders and shutdowns, among others. Many of our facilities and employees are based in areas impacted by the virus.

The spread of COVID-19 has caused us to modify our business practices (including implementing health screenings, limiting employee travel, mandatory work-from-home policies and cancellation of physical participation in meetings, events and conferences), and we may take further actions as required by government authorities or that we determine are in the best interests of our employees, customers, partners and suppliers. There is no certainty that such measures will be sufficient to mitigate the risks posed by the disease, and our ability to perform certain functions could be harmed.

In addition, while the potential impact and duration of the COVID-19 pandemic on the global economy and our business in particular may be difficult to assess or predict, the pandemic has resulted in, and may continue to result in, significant disruption of global financial markets, which may reduce our ability to access capital or our customers’ ability to pay us for past or future purchases, which could negatively affect our liquidity. The COVID-19 pandemic could also reduce the demand for our products, and has already led us to reduce production rates for some of our products. Lower oil prices and reduced demand for transportation fuels are also affecting volumes and margins for certain of our other products. These impacts are expected to adversely affect our results during the second quarter of 2020. ~~In addition, a recession or further financial market correction resulting from the spread of COVID-19 could adversely affect demand for our products.~~

The global pandemic of COVID-19 continues to rapidly evolve, and we will continue to monitor the COVID-19 situation closely. The ultimate impact of the COVID-19 pandemic or a similar health epidemic is highly uncertain and subject to change. The extent of the impact of the COVID-19 pandemic on our operational and financial performance, will depend on future developments, including, but not limited to, the duration and spread of the pandemic, its severity, the actions to contain the

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disease or treat its impact, related restrictions on travel, and the duration, timing and severity of the impact on customer spending, including any recession resulting from the pandemic, all of which are uncertain and cannot be predicted. An extended period of global supply chain and economic disruption as a result of the COVID-19 pandemic could have a material negative impact on our business, results of operations, access to sources of liquidity and financial condition, though the full extent and duration is uncertain. To the extent that the COVID-19 pandemic adversely impacts our business, results of operations, liquidity or financial condition, it may also have the effect of increasing many of the other risks described in the risk factors described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019.

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
January 1 – January 31 25,375 $ 78.83 25,375 33,310,692
February 1 – February 29 25,310 $ 79.03 25,310 33,285,382
March 1 – March 31 — $ — — 33,285,382
Total 50,685 $ 78.93 50,685 33,285,382
None.

On September 12, 2019, we announced a share repurchase authorization of up to 33.3 million of our ordinary shares through March 12, 2021, 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.

4739

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Item 6. EXHIBITS


Exhibit Number						Description

~~4.1~~10.1*+						~~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~~2021 Form of ~~October 10, 2019 (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on April 21, 2020 and October 10, 2019)~~Restricted Stock Unit Award Agreement

~~4.2~~10.2*+						~~Officer’s Certificate~~2021 Form of LYB International Finance III, LLC relating to the Officer’s Certificate of LYB International Finance III, LLC relating to the 2.875% Guaranteed Notes due 2025, 3.375% Guaranteed Notes due 2030, and 4.200% Guaranteed Notes due 2050 dated as of April 20, 2020 (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on April 21, 2020)Performance Share Unit Award Agreement

~~4.3~~10.3*+						2021 Form of ~~LYB International Finance III, LLC’s 2.875% Guaranteed Notes due 2025 (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on April 21, 2020)~~Non-Qualified Stock Option Award Agreement

~~4.4~~22*						~~Form~~Subsidiary Issuers of ~~LYB International Finance III, LLC’s 3.375%~~ Guaranteed ~~Notes due 2030 (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on April 21, 2020)~~Securities

~~4.5~~						~~Form of LYB International Finance III, LLC’s 4.200% Guaranteed Notes due 2050 (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on April 21, 2020)~~

~~10.1~~						Amendment No. 2 to the Amended and Restated Credit Agreement, dated April 14, 2020, among LyondellBasell Industries N.V. and LYB Americas Finance Company LLC, as borrowers, the lenders party thereto, and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed with the SEC on April 15, 2020)

~~10.2~~						Amendment No. 1 to the Three-Year Credit Agreement, dated April 14, 2020, among LyondellBasell Industries N.V. as guarantor, and LYB Americas Finance Company LLC, as borrower, and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K filed with the SEC on April 15, 2020)

~~10.3~~						Acknowledgement of Amendment to Receivables Purchase Agreement, dated April 14, 2020, among Lyondell Chemical Company, as servicer, LYB Receivables LLC, as seller, the conduit purchasers, related committed purchasers, LC participants and purchaser agents party thereto, the other parties thereto and Mizuho Bank, Ltd., as administrator and letter of credit bank (incorporated by reference to Exhibit 10.3 of our Current Report on Form 8-K filed with the SEC on April 15, 2020)

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.

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~~Exhibit Number~~						~~Description~~

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)

+ Management contract or compensatory plan, contract or arrangement

* 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:	~~May 1, 2020~~April 30, 2021	/s/ ~~Jacinth C. Smiley~~Michael C McMurray
		~~Jacinth~~Michael C. ~~Smiley~~McMurray
		Executive Vice President and
		Chief ~~Accounting~~Financial Officer
		(Principal Financial and Accounting Officer)


			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			7

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			2825

Item 3. Quantitative and Qualitative Disclosures About Market Risk			4538

Item 4. Controls and Procedures			4538

Part II – Other Information			4639

Item 1. Legal Proceedings			4639

Item 1A. Risk Factors			4639

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			4739

Item 4. Mine Safety Disclosures			4739

Item 6. Exhibits			4840

Signature			5041


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, 2020:
September 2019 Share Repurchase Authorization	50,685	$	78.93	$	4

For three months ended March 31, 2019:
June 2018 Share Repurchase Authorization	5,648,900	$	86.38	$	488


	Three Months Ended March 31, 2019
Millions of dollars	O&P– Americas		O&P– EAI		I&D		APS		Refining		Technology		Other		Total
Sales and other operating revenues:
Customers	$	1,393	$	2,343	$	1,852	$	1,338	$	1,743	$	109	$	—	$	8,778
Intersegment	718		192		42		1		139		32		(1,124)		—
	2,111		2,535		1,894		1,339		1,882		141		(1,124)		8,778
Income from equity investments	11		51		2		—		—		—		—		64
EBITDA	516		296		390		148		(15)		83		10		1,428


	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
January 1 – January 31	25,375	$	78.83	25,375	33,310,692
February 1 – February 29	25,310	$	79.03	25,310	33,285,382
March 1 – March 31	—	$	—	—	33,285,382
Total	50,685	$	78.93	50,685	33,285,382