UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q


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

For the quarterly period ended September 30, ~~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 ~~333,919,065~~332,783,944 ordinary shares, €0.04 par value, outstanding at October ~~28, 2020~~27, 2021 (excluding ~~6,126,563~~7,361,634 treasury shares).

Table of Contents

LYONDELLBASELL INDUSTRIES N.V.

TABLE OF CONTENTS

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

LYONDELLBASELL INDUSTRIES N.V.

CONSOLIDATED STATEMENTS OF INCOME


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended September 30,				Nine Months Ended September 30,
Millions of dollars, except earnings per share	Millions of dollars, except earnings per share	2020		2019		2020		2019		Millions of dollars, except earnings per share	2021		2020		2021		2020
Sales and other operating revenues:	Sales and other operating revenues:									Sales and other operating revenues:
Trade	Trade	$	6,587	$	8,527	$	19,261	$	25,920	Trade	$	12,401	$	6,587	$	32,586	$	19,261
Related parties	Related parties	189		195		555		628		Related parties	299		189		757		555
		6,776		8,722		19,816		26,548			12,700		6,776		33,343		19,816
Operating costs and expenses:	Operating costs and expenses:									Operating costs and expenses:
Cost of sales	Cost of sales	5,885		7,269		17,647		22,257		Cost of sales	10,109		5,885		26,463		17,647
Impairment of long-lived assets	Impairment of long-lived assets	582		—		582		—		Impairment of long-lived assets	—		582		—		582
Selling, general and administrative expenses	Selling, general and administrative expenses	259		303		842		892		Selling, general and administrative expenses	313		259		927		842
Research and development expenses	Research and development expenses	27		26		79		81		Research and development expenses	30		27		91		79
		6,753		7,598		19,150		23,230			10,452		6,753		27,481		19,150
Operating income	Operating income	23		1,124		666		3,318		Operating income	2,248		23		5,862		666
Interest expense	Interest expense	(122)		(86)		(336)		(259)		Interest expense	(126)		(122)		(366)		(336)
Interest income	Interest income	3		5		10		16		Interest income	1		3		8		10
Other income, net		23		11		27		46
(Loss) income from continuing operations before equity investments and income taxes		(73)		1,054		367		3,121
Other (expense) income, net										Other (expense) income, net	(12)		23		27		27
Income (loss) from continuing operations before equity investments and income taxes										Income (loss) from continuing operations before equity investments and income taxes	2,111		(73)		5,531		367
Income from equity investments	Income from equity investments	62		51		123		179		Income from equity investments	104		62		389		123
(Loss) income from continuing operations before income taxes		(11)		1,105		490		3,300
(Benefit from) provision for income taxes		(125)		136		(82)		508
Income (loss) from continuing operations before income taxes										Income (loss) from continuing operations before income taxes	2,215		(11)		5,920		490
Provision for (benefit from) income taxes										Provision for (benefit from) income taxes	452		(125)		1,028		(82)
Income from continuing operations	Income from continuing operations	114		969		572		2,792		Income from continuing operations	1,763		114		4,892		572
Loss from discontinued operations, net of tax	Loss from discontinued operations, net of tax	0		(4)		0		(7)		Loss from discontinued operations, net of tax	(1)		—		(1)		—
Net income	Net income	114		965		572		2,785		Net income	1,762		114		4,891		572

Dividends on redeemable non-controlling interests	Dividends on redeemable non-controlling interests	(2)		(2)		(5)		(5)		Dividends on redeemable non-controlling interests	(2)		(2)		(5)		(5)
Net income attributable to the Company shareholders	Net income attributable to the Company shareholders	$	112	$	963	$	567	$	2,780	Net income attributable to the Company shareholders	$	1,760	$	112	$	4,886	$	567

Earnings per share:	Earnings per share:									Earnings per share:
Net income (loss) attributable to the Company shareholders —
Basic:
Continuing operations		$	0.33	$	2.86	$	1.69	$	7.74
Discontinued operations		0		(0.01)		0		(0.02)
Net income attributable to the Company shareholders —										Net income attributable to the Company shareholders —
Basic										Basic	$	5.25	$	0.33	$	14.58	$	1.69
		$	0.33	$	2.85	$	1.69	$	7.72
Diluted:
Continuing operations		$	0.33	$	2.86	$	1.69	$	7.74
Discontinued operations		0		(0.01)		0		(0.02)
		$	0.33	$	2.85	$	1.69	$	7.72

Diluted										Diluted	$	5.25	$	0.33	$	14.57	$	1.69

See Notes to the Consolidated Financial Statements.

Table of Contents

LYONDELLBASELL INDUSTRIES N.V.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three Months Ended
September 30, Nine Months Ended
September 30,
Millions of dollars 2020 2019 2020 2019
Net income $ 114 $ 965 $ 572 $ 2,785
Other comprehensive income (loss), net of tax –
Financial derivatives 75 (112) (289) (230)
Unrealized gains on available-for-sale debt securities 0 0 1 1
Defined benefit pension and other postretirement benefit plans 10 5 31 15
Foreign currency translations 86 (114) (47) (106)
Total other comprehensive income (loss), net of tax 171 (221) (304) (320)
Comprehensive income 285 744 268 2,465
Dividends on redeemable non-controlling interests (2) (2) (5) (5)
Comprehensive income attributable to the Company shareholders $ 283 $ 742 $ 263 $ 2,460


	Three Months Ended September 30,				Nine Months Ended September 30,
Millions of dollars	2021		2020		2021		2020
Net income	$	1,762	$	114	$	4,891	$	572
Other comprehensive income (loss), net of tax –
Financial derivatives	35		75		132		(289)
Unrealized (losses) gains on available-for-sale debt securities	—		—		(1)		1
Defined benefit pension and other postretirement benefit plans	28		10		56		31
Foreign currency translations	(97)		86		(127)		(47)
Total other comprehensive (loss) income, net of tax	(34)		171		60		(304)
Comprehensive income	1,728		285		4,951		268
Dividends on redeemable non-controlling interests	(2)		(2)		(5)		(5)

Comprehensive income attributable to the Company shareholders	$	1,726	$	283	$	4,946	$	263

See Notes to the Consolidated Financial Statements.

Table of Contents

LYONDELLBASELL INDUSTRIES N.V.

CONSOLIDATED BALANCE SHEETS

Millions of dollars September 30, 2020 December 31, 2019
ASSETS
Current assets:
Cash and cash equivalents $ 2,459 $ 858
Restricted cash 25 30
Short-term investments 361 196
Accounts receivable:
Trade, net 2,819 2,981
Related parties 155 121
Inventories 4,005 4,588
Prepaid expenses and other current assets 935 736
Total current assets 10,759 9,510
Operating lease assets 1,386 1,468
Property, plant and equipment, at cost 20,883 21,260
Less: Accumulated depreciation (6,750) (7,130)
Property, plant and equipment, net 14,133 14,130
Investments and long-term receivables:
Investment in PO joint ventures 509 504
Equity investments 2,085 1,602
Other investments and long-term receivables 26 22
Goodwill 1,880 1,891
Intangible assets, net 752 869
Other assets 419 439
Total assets $ 31,949 $ 30,435


Millions of dollars	September 30, 2021		December 31, 2020
ASSETS
Current assets:
Cash and cash equivalents	$	1,893	$	1,763
Restricted cash	5		2
Short-term investments	36		702
Accounts receivable:
Trade, net	5,003		3,291
Related parties	248		150
Inventories	4,982		4,344
Prepaid expenses and other current assets	1,819		1,382
Total current assets	13,986		11,634
Operating lease assets	1,789		1,492
Property, plant and equipment	22,575		21,484
Less: Accumulated depreciation	(7,739)		(7,098)
Property, plant and equipment, net	14,836		14,386
Equity investments	4,888		4,729
Goodwill	1,894		1,953
Intangible assets, net	666		751
Other assets	603		458
Total assets	$	38,662	$	35,403

See Notes to the Consolidated Financial Statements.

Table of Contents

LYONDELLBASELL INDUSTRIES N.V.

CONSOLIDATED BALANCE SHEETS

Millions of dollars, except shares and par value data September 30, 2020 December 31, 2019
LIABILITIES, REDEEMABLE NON-CONTROLLING INTERESTS AND EQUITY
Current liabilities:
Current maturities of long-term debt $ 2 $ 3
Short-term debt 616 445
Accounts payable:
Trade 2,013 2,516
Related parties 466 412
Accrued liabilities 1,685 1,822
Total current liabilities 4,782 5,198
Long-term debt 13,759 11,614
Operating lease liabilities 1,122 1,216
Other liabilities 3,038 2,213
Deferred income taxes 1,809 2,015
Commitments and contingencies
Redeemable non-controlling interests 116 116
Shareholders’ equity:
Ordinary shares, €0.04 par value, 1,275 million shares authorized, 333,918,359
and 333,476,883 shares outstanding, respectively
19 19
Additional paid-in capital 5,975 5,954
Retained earnings 3,940 4,435
Accumulated other comprehensive loss (2,088) (1,784)
Treasury stock, at cost, 6,127,269 and 6,568,745 ordinary shares, respectively (540) (580)
Total Company share of shareholders’ equity 7,306 8,044
Non-controlling interests 17 19
Total equity 7,323 8,063
Total liabilities, redeemable non-controlling interests and equity $ 31,949 $ 30,435


Millions of dollars, except shares and par value data	September 30, 2021		December 31, 2020
LIABILITIES, REDEEMABLE NON-CONTROLLING INTERESTS AND EQUITY
Current liabilities:
Current maturities of long-term debt	$	8	$	8
Short-term debt	563		663
Accounts payable:
Trade	3,494		2,398
Related parties	678		550
Accrued liabilities	2,665		1,883
Total current liabilities	7,408		5,502
Long-term debt	12,945		15,286
Operating lease liabilities	1,518		1,222
Other liabilities	2,383		2,957
Deferred income taxes	2,478		2,332
Commitments and contingencies	0		0
Redeemable non-controlling interests	116		116
Shareholders’ equity:
Ordinary shares, €0.04 par value, 1,275 million shares authorized, 333,627,352 and 334,015,220 shares outstanding, respectively	19		19
Additional paid-in capital	6,029		5,986
Retained earnings	8,216		4,440
Accumulated other comprehensive loss	(1,883)		(1,943)
Treasury stock, at cost, 6,518,226 and 6,030,408 ordinary shares, respectively	(581)		(531)
Total Company share of shareholders’ equity	11,800		7,971
Non-controlling interests	14		17
Total equity	11,814		7,988
Total liabilities, redeemable non-controlling interests and equity	$	38,662	$	35,403

See Notes to the Consolidated Financial Statements.

Table of Contents

LYONDELLBASELL INDUSTRIES N.V.

CONSOLIDATED STATEMENTS OF CASH FLOWS


		Nine Months Ended September 30,					Nine Months Ended September 30,
Millions of dollars	Millions of dollars	2020		2019		Millions of dollars	2021		2020
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net income	Net income	$	572	$	2,785	Net income	$	4,891	$	572
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	1,056		977		Depreciation and amortization	1,016		1,056
Impairment of long-lived assets	Impairment of long-lived assets	582		—		Impairment of long-lived assets	—		582
Amortization of debt-related costs	Amortization of debt-related costs	12		7		Amortization of debt-related costs	21		12

Share-based compensation	Share-based compensation	43		36		Share-based compensation	50		43
Inventory valuation charges	Inventory valuation charges	163		—		Inventory valuation charges	—		163
Equity investments—	Equity investments—					Equity investments—
Equity income	Equity income	(123)		(179)		Equity income	(389)		(123)
Distributions of earnings, net of tax	Distributions of earnings, net of tax	104		159		Distributions of earnings, net of tax	169		104
Deferred income taxes		(135)		189

Deferred income tax provision (benefit)						Deferred income tax provision (benefit)	7		(135)

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	152		(46)		Accounts receivable	(1,915)		152
Inventories	Inventories	452		(12)		Inventories	(741)		452
Accounts payable	Accounts payable	(90)		(7)		Accounts payable	1,139		(90)
Other, net	Other, net	(127)		(190)		Other, net	368		(127)
Net cash provided by operating activities	Net cash provided by operating activities	2,661		3,719		Net cash provided by operating activities	4,616		2,661
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	(1,673)		(1,963)		Expenditures for property, plant and equipment	(1,285)		(1,673)

Purchases of available-for-sale debt securities	Purchases of available-for-sale debt securities	(270)		0		Purchases of available-for-sale debt securities	—		(270)
Proceeds from sales and maturities of available-for-sale debt securities	Proceeds from sales and maturities of available-for-sale debt securities	90		511		Proceeds from sales and maturities of available-for-sale debt securities	346		90

Purchases of equity securities	Purchases of equity securities	(267)		0		Purchases of equity securities	—		(267)
Proceeds from sales of equity securities		313		332
Proceeds from equity securities						Proceeds from equity securities	309		313
Acquisition of equity method investment	Acquisition of equity method investment	(472)		—		Acquisition of equity method investment	(104)		(472)

Proceeds from settlement of net investment hedges						Proceeds from settlement of net investment hedges	358		—
Payments for settlement of net investment hedges						Payments for settlement of net investment hedges	(355)		—
Other, net	Other, net	(28)		(90)		Other, net	(66)		(28)
Net cash used in investing activities	Net cash used in investing activities	(2,307)		(1,210)		Net cash used in investing activities	(797)		(2,307)
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)		(3,752)		Repurchases of Company ordinary shares	(78)		(4)
Dividends paid - common stock	Dividends paid - common stock	(1,053)		(1,111)		Dividends paid - common stock	(1,110)		(1,053)
Purchase of non-controlling interest	Purchase of non-controlling interest	(30)		(63)		Purchase of non-controlling interest	—		(30)
Issuance of long-term debt	Issuance of long-term debt	2,492		2,096		Issuance of long-term debt	—		2,492
Payments of debt issuance costs						Payments of debt issuance costs	—		(18)
Repayments of long-term debt	Repayments of long-term debt	(500)		(2,000)		Repayments of long-term debt	(2,275)		(500)
Payments of debt issuance costs		(18)		(12)
Debt extinguishment costs						Debt extinguishment costs	(57)		—
Issuance of short-term debt	Issuance of short-term debt	521		2,500		Issuance of short-term debt	—		521
Repayments of short-term debt	Repayments of short-term debt	(504)		0		Repayments of short-term debt	—		(504)
Net proceeds from (repayments of) commercial paper		194		(23)
Payments on forward-starting interest rate swaps that include financing elements		(238)		—
Net (repayments of) proceeds from commercial paper						Net (repayments of) proceeds from commercial paper	(103)		194
Collateral paid for interest rate derivatives						Collateral paid for interest rate derivatives	—		(238)

Proceeds from settlement of cash flow hedges	Proceeds from settlement of cash flow hedges	346		—		Proceeds from settlement of cash flow hedges	—		346

Other, net	Other, net	(14)		(17)		Other, net	(4)		(14)
Net cash provided by (used in) financing activities		1,192		(2,382)
Net cash (used in) provided by financing activities						Net cash (used in) provided by financing activities	(3,627)		1,192
Effect of exchange rate changes on cash	Effect of exchange rate changes on cash	50		(16)		Effect of exchange rate changes on cash	(59)		50
Increase in cash and cash equivalents and restricted cash	Increase in cash and cash equivalents and restricted cash	1,596		111		Increase in cash and cash equivalents and restricted cash	133		1,596
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	$	2,484	$	512	Cash and cash equivalents and restricted cash at end of period	$	1,898	$	2,484

See Notes to the Consolidated Financial Statements.

Table of Contents

LYONDELLBASELL INDUSTRIES N.V.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY


	Ordinary Shares				Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Company Share of Shareholders’ Equity		Non- Controlling Interests
Millions of dollars	Issued		Treasury
Balance, June 30, 2021	$	19	$	(494)	$	6,011	$	6,837	$	(1,849)	$	10,524	$	14
Net income	—		—		—		1,762		—		1,762		—
Other comprehensive loss	—		—		—		—		(34)		(34)		—
Share-based compensation	—		2		18		(1)		—		19		—
Dividends - common stock ($1.13 per share)	—		—		—		(380)		—		(380)		—
Dividends - redeemable non-controlling interests ($15.00 per share)	—		—		—		(2)		—		(2)		—
Repurchases of Company ordinary shares	—		(89)		—		—		—		(89)		—



Balance, September 30, 2021	$	19	$	(581)	$	6,029	$	8,216	$	(1,883)	$	11,800	$	14

Ordinary Shares Additional
Paid-in
Capital Retained
Earnings Accumulated
Other
Comprehensive
Loss Company
Share of
Shareholders’
Equity Non-
Controlling
Interests
Millions of dollars Issued Treasury
Balance, June 30, 2020 $ 19 $ (548) $ 5,958 $ 4,188 $ (2,259) $ 7,358 $ 19
Net income 0 0 0 114 0 114 0
Other comprehensive income 0 0 0 0 171 171 0
Share-based compensation 0 8 17 (8) 0 17 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
Distributions to non-controlling interests 0 0 0 0 0 0 (2)
Balance, September 30, 2020 $ 19 $ (540) $ 5,975 $ 3,940 $ (2,088) $ 7,306 $ 17


		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												Millions of dollars	Issued		Treasury
Balance, June 30, 2019		$	22	$	(2,663)	$	7,006	$	7,818	$	(1,462)	$	10,721	$	22
Balance, June 30, 2020																Balance, June 30, 2020	$	19	$	(548)	$	5,958	$	4,188	$	(2,259)	$	7,358	$	19
Net income	Net income	0		0		0		965		0		965		0		Net income	—		—		—		114		—		114		—
Other comprehensive loss		0		0		0		0		(221)		(221)		0
Other comprehensive income																Other comprehensive income	—		—		—		—		171		171		—
Share-based compensation	Share-based compensation	0		5		11		0		0		16		0		Share-based compensation	—		8		17		(8)		—		17		—
Dividends - common stock ($1.05 per share)	Dividends - common stock ($1.05 per share)	0		0		0		(351)		0		(351)		0		Dividends - common stock ($1.05 per share)	—		—		—		(352)		—		(352)		—
Dividends - redeemable non-controlling interests ($15.00 per share)	Dividends - redeemable non-controlling interests ($15.00 per share)	0		0		0		(2)		0		(2)		0		Dividends - redeemable non-controlling interests ($15.00 per share)	—		—		—		(2)		—		(2)		—
Repurchases of Company ordinary shares		0		(3,240)		0		0		0		(3,240)		0
Purchase of non-controlling interest		0		0		0		0		0		0		(4)

Balance, September 30, 2019		$	22	$	(5,898)	$	7,017	$	8,430	$	(1,683)	$	7,888	$	18

Distributions to non-controlling interests																Distributions to non-controlling interests	—		—		—		—		—		—		(2)
Balance, September 30, 2020																Balance, September 30, 2020	$	19	$	(540)	$	5,975	$	3,940	$	(2,088)	$	7,306	$	17

See Notes to the Consolidated Financial Statements.

Table of Contents

LYONDELLBASELL INDUSTRIES N.V.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY


	Ordinary Shares				Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Company Share of Shareholders’ Equity		Non- Controlling Interests
Millions of dollars	Issued		Treasury
Balance, December 31, 2020	$	19	$	(531)	$	5,986	$	4,440	$	(1,943)	$	7,971	$	17
Net income	—		—		—		4,891		—		4,891		—
Other comprehensive income	—		—		—		—		60		60		—
Share-based compensation	—		39		43		—		—		82		—
Dividends - common stock ($3.31 per share)	—		—		—		(1,110)		—		(1,110)		—
Dividends - redeemable non-controlling interests ($45.00 per share)	—		—		—		(5)		—		(5)		—
Repurchases of Company ordinary shares	—		(89)		—		—		—		(89)		—
Sales of non-controlling interest	—		—		—		—		—		—		(3)

Balance, September 30, 2021	$	19	$	(581)	$	6,029	$	8,216	$	(1,883)	$	11,800	$	14

Ordinary Shares Additional
Paid-in
Capital Retained
Earnings Accumulated
Other
Comprehensive
Loss Company
Share of
Shareholders’
Equity Non-
Controlling
Interests
Millions of dollars Issued Treasury
Balance, December 31, 2019 $ 19 $ (580) $ 5,954 $ 4,435 $ (1,784) $ 8,044 $ 19
Net income 0 0 0 572 0 572 0
Other comprehensive loss 0 0 0 0 (304) (304) 0
Share-based compensation 0 44 14 (9) 0 49 0
Dividends - common stock ($3.15 per share) 0 0 0 (1,053) 0 (1,053) 0
Dividends - redeemable non-controlling interests ($45.00 per share) 0 0 0 (5) 0 (5) 0
Repurchases of Company ordinary shares 0 (4) 0 0 0 (4) 0
Purchase of non-controlling interest 0 0 7 0 0 7 0
Distributions to non-controlling interests 0 0 0 0 0 0 (2)
Balance, September 30, 2020 $ 19 $ (540) $ 5,975 $ 3,940 $ (2,088) $ 7,306 $ 17


		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												Millions of dollars	Issued		Treasury
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	0		0		0		2,785		0		2,785		0		Net income	—		—		—		572		—		572		—
Other comprehensive loss	Other comprehensive loss	0		0		0		0		(320)		(320)		0		Other comprehensive loss	—		—		—		—		(304)		(304)		—
Share-based compensation	Share-based compensation	0		36		23		(2)		0		57		0		Share-based compensation	—		44		14		(9)		—		49		—
Dividends - common stock ($3.10 per share)		0		0		0		(1,111)		0		(1,111)		0
Dividends - common stock ($3.15 per share)																Dividends - common stock ($3.15 per share)	—		—		—		(1,053)		—		(1,053)		—
Dividends - redeemable non-controlling interests ($45.00 per share)	Dividends - redeemable non-controlling interests ($45.00 per share)	0		0		0		(5)		0		(5)		0		Dividends - redeemable non-controlling interests ($45.00 per share)	—		—		—		(5)		—		(5)		—
Repurchases of Company ordinary shares	Repurchases of Company ordinary shares	0		(3,728)		0		0		0		(3,728)		0		Repurchases of Company ordinary shares	—		(4)		—		—		—		(4)		—
Purchase of non-controlling interest	Purchase of non-controlling interest	0		0		(47)		0		0		(47)		(5)		Purchase of non-controlling interest	—		—		7		—		—		7		—

Balance, September 30, 2019		$	22	$	(5,898)	$	7,017	$	8,430	$	(1,683)	$	7,888	$	18
Distributions to non-controlling interests																Distributions to non-controlling interests	—		—		—		—		—		—		(2)
Balance, September 30, 2020																Balance, September 30, 2020	$	19	$	(540)	$	5,975	$	3,940	$	(2,088)	$	7,306	$	17

See Notes to the Consolidated Financial Statements.

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LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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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. Certain notes and other information have been condensed or omitted from the interim financial statements included in this report. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States (“U.S. GAAP”) for complete financial statements. 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~~2020. In the ~~COVID-19 pandemic, continue to evolve~~opinion of management, all adjustments, including normal recurring adjustments, considered necessary for a fair statement have been included. These statements contain some amounts that are based upon management estimates and ~~negatively impact global markets and demand~~judgments. Future actual results could differ from such current estimates. The results for ~~our products. We continue to assess~~interim periods are not necessarily indicative of results for the potential financial statement impacts of COVID-19 and commodity price volatility throughout the duration of the pandemic. The extent of the impact of the pandemic 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.entire year.

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 of 2020 did not have a material impact on our Consolidated Financial Statements.~~:

Standard

Description

ASU ~~2020-04,~~ 2020-01,~~Facilitation of~~ Clarifying the ~~Effects of Relief of Reference Rate Reform on Financial Reporting~~Interactions between Topic 321, Topic 323, Equity Method and Joint Ventures, and Topic 815, Derivatives and Hedging

This guidance ~~provides optional expedients and exceptions for applying generally accepted accounting principles to contracts, hedging relationships and other~~clarifies that an entity should consider observable transactions that ~~reference London Inter-Bank Offered Rate (“LIBOR”),~~require it to either apply or ~~another reference rate, expected~~discontinue the equity method of accounting for the purposes of applying the measurement alternative in accordance with Topic 321. The standard also 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 ~~discontinued because~~accounted for under the equity method of ~~reference rate reform, if certain criteria are met.~~ accounting. This guidance is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years.

The ~~expedients and exceptions provided by~~prospective 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 enables 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.have a material impact on our Consolidated Financial Statements.

ASU ~~2020-03,~~2020-06, ~~Codification Improvements to Financial Instruments~~Debt - Debt with Conversion and Other Options and Derivatives and Hedging - Contracts in Entity’s Own Equity

This guidance ~~makes narrow-scope changes that are intended to improve~~simplifies the ~~guidance on financial~~accounting for convertible instruments and ~~current expected credit loss (“CECL”). We adopted~~ 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 ~~related to CECL~~is effective for fiscal years beginning after December 15, 2021 and ~~other amendments~~may be applied on a modified or fully retrospective basis.

The early adoption of this guidance on a modified retrospective ~~basis.~~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 ~~2019-12,~~2020-09, ~~Simplifying the Accounting for Income Taxes~~Debt (Topic 470): Amendments to SEC Paragraphs Pursuant to SEC Release No. 33-10762

This guidance ~~enhances~~amends and ~~simplifies various aspects~~supersedes SEC paragraphs in the Accounting Standards Codification to reflect the issuance of ~~income tax accounting by removing exceptions for recognizing deferred taxes for changes from a subsidiary~~SEC Release No. 33-10762 related 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~~financial disclosure requirements for ~~fair value measurements~~subsidiary issuers and guarantors of registered debt securities and affiliates whose securities are pledged as ~~part~~collateral for registered securities. The guidance is effective for annual and interim periods ending after January 4, 2021.

The adoption of ~~its disclosure framework project. It removes transfer disclosures between Level~~this guidance from January 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.~~2021 did not have a material impact on our Consolidated Financial Statements.

Accounting Guidance Issued But Not Adopted as of September 30, ~~2020~~2021

There are no ASUs issued and not yet adopted that are expected to have a material impact 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. The adoption of this guidance will 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 by removing the separation models for cash conversion and beneficial conversion features and requires such instruments to be presented wholly as debt unless it contains a derivative requiring bifurcation or if it was issued at a substantial premium. The guidance for the derivatives scope exception for contracts in an entity’s own equity was also amended to reduce the to reduce form-over-substance-based accounting conclusions and improves/amends the related EPS guidance.

This guidance will be effective for public entities for fiscal years and interim periods within those fiscal years beginning after December 15, 2021. Early adoption is permitted. The adoption of this guidance will 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)~~

3. Revenues

Contract Balances—Contract liabilities were ~~$199~~$250 million and ~~$124~~$194 million at September 30, ~~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 September 30,				Nine Months Ended September 30,					Three Months Ended September 30,				Nine Months Ended September 30,
Millions of dollars	Millions of dollars	2020		2019		2020		2019		Millions of dollars	2021		2020		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	$	568	$	709	$	1,695	$	2,202	Olefins and co-products	$	1,453	$	568	$	3,729	$	1,695
Polyethylene	Polyethylene	1,423		1,509		4,159		4,713		Polyethylene	2,705		1,423		7,469		4,159
Polypropylene	Polypropylene	1,103		1,251		3,173		3,883		Polypropylene	2,162		1,103		5,876		3,173
Propylene oxide and derivatives	Propylene oxide and derivatives	421		481		1,217		1,498		Propylene oxide and derivatives	832		421		2,059		1,217
Oxyfuels and related products	Oxyfuels and related products	573		837		1,669		2,298		Oxyfuels and related products	1,088		573		2,533		1,669
Intermediate chemicals	Intermediate chemicals	486		655		1,434		2,000		Intermediate chemicals	910		486		2,436		1,434
Compounding and solutions	Compounding and solutions	834		991		2,295		3,193		Compounding and solutions	1,019		834		3,134		2,295
Advanced polymers	Advanced polymers	169		194		501		588		Advanced polymers	261		169		748		501
Refined products	Refined products	1,003		1,952		3,193		5,706		Refined products	2,050		1,003		4,784		3,193
Other	Other	196		143		480		467		Other	220		196		575		480
Total	Total	$	6,776	$	8,722	$	19,816	$	26,548	Total	$	12,700	$	6,776	$	33,343	$	19,816

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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
September 30, Nine Months Ended
September 30,
Millions of dollars 2020 2019 2020 2019
Sales and other operating revenues:
United States $ 2,983 $ 4,190 $ 8,587 $ 12,333
Germany 494 671 1,533 2,112
China 369 299 914 895
Italy 290 361 884 1,133
Mexico 285 390 868 1,349
France 213 324 644 1,049
Japan 161 282 639 740
Poland 205 238 617 759
The Netherlands 197 226 562 748
Other 1,579 1,741 4,568 5,430
Total $ 6,776 $ 8,722 $ 19,816 $ 26,548

~~Table of Contents~~

~~4. Impairment of Long-Lived Assets~~

During the third quarter of 2020, we identified impairment triggers relating to our Houston refinery’s asset group as a result of significant negative impacts to the Refining segment forecasted cash flows. We expect that prolonged reduction of travel and associated transportation fuels consumption resulting from the pandemic has created length in global fuel markets that will pressure refining profitability for an extended period of time. In addition, the refinery is expected to continue to be adversely affected by lower discounts for the heavy crude oil feedstocks that we utilize.

Due to these trends, we assessed the Houston refinery for impairment and determined that the asset group carrying value exceeded its undiscounted estimated pre-tax cash flows. We estimated the fair value of the Houston refinery’s long-lived assets to be $560 million, which was less than the carrying value. As a result, we recognized a non-cash impairment charge in the third quarter of 2020 of $582 million. The fair value measurement for the asset group is a Level 3.


	Three Months Ended September 30,				Nine Months Ended September 30,
Millions of dollars	2021		2020		2021		2020
Sales and other operating revenues:
United States	$	6,387	$	2,983	$	16,089	$	8,587
Germany	886		494		2,585		1,533
China	572		369		1,693		914
Italy	489		290		1,339		884
Mexico	496		285		1,133		868
France	384		213		1,040		644
The Netherlands	423		197		1,039		562
Japan	432		161		993		639
Poland	300		205		841		617
Other	2,331		1,579		6,591		4,568
Total	$	12,700	$	6,776	$	33,343	$	19,816

5.4. Accounts Receivable

Our accounts receivable are reflected in the Consolidated Balance Sheets, net of allowance for credit losses, of ~~$15~~$7 million and ~~$16~~$15 million at September 30, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively.

6.5. Inventories

Inventories consisted of the following components:


Millions of dollars	Millions of dollars	September 30, 2020		December 31, 2019		Millions of dollars	September 30, 2021		December 31, 2020
Finished goods	Finished goods	$	2,529	$	3,083	Finished goods	$	3,329	$	2,816
Work-in-process	Work-in-process	154		130		Work-in-process	167		144
Raw materials and supplies	Raw materials and supplies	1,322		1,375		Raw materials and supplies	1,486		1,384
Total inventories	Total inventories	$	4,005	$	4,588	Total inventories	$	4,982	$	4,344

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 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, and as a result we adjust the value of inventory to market value. 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 nine months of 2020, we recognized an LCM inventory valuation charge of $163 million related to the decline in pricing for many of our raw material and finished goods inventories since December 31, 2019. During the third quarter of 2020, we recognized an LCM inventory valuation benefit of $160 million, largely driven by the recovery of market pricing for many of our raw material and finished goods inventories during the quarter.

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7.~~Equity Investments~~

During the third quarter of 2020, we executed a joint venture agreement with the Liaoning Bora Enterprise Group (“Bora”) to form the Bora LyondellBasell Petrochemical Co. Ltd (“BLYB”). We contributed $472 million in cash for a 50% equity interest in the joint venture. This joint venture is included in our Olefins and Polyolefins–~~Europe, Asia, International segment. Production began at the BLYB complex during the third quarter of 2020.~~

BLYB’s manufacturing facility located in Panjin, China includes a 1.1 million tons per annum flexible naphtha / LPG cracker and associated polyethylene production capacity of 0.8 million tons per annum and 0.6 million tons per annum of polypropylene. The materials produced at the facility serve various industries in China, including packaging, transportation, building and construction, and healthcare and hygiene. The complex utilizes LyondellBasell’s ~~Spheripol~~ ~~and~~ ~~Spherizone~~ ~~polypropylene technologies along with the company’s~~ ~~Hostalen~~ ~~ACP polyethylene technology. We will market all the polypropylene and high-density polyethylene produced.~~

Additionally, on October 1, 2020 we signed a definitive agreement with Sasol Chemicals (USA) LLC (“Sasol”) to form the Louisiana Integrated PolyEthylene JV LLC joint venture (the “Louisiana Joint Venture”). The transaction is expected to close by the end of 2020, subject to customary regulatory approvals and approval by Sasol shareholders. Following closing and through the creation of this joint venture, we will acquire 50% of the 1.5 million ton ethane cracker, 0.9 million ton low and linear-low density polyethylene plants and associated infrastructure located in Lake Charles, Louisiana, for a total cash consideration of $2 billion subject to customary adjustments for working capital and other items. Following closing, the joint venture will be included within our Olefins and Polyolefins–Americas segment. Under the terms of the transaction agreements, each joint venture partner will provide pro-rata shares of ethane feedstocks and will off-take pro-rata shares of cracker and polyethylene products. We will operate the Louisiana Joint Venture assets and market all the polyethylene off-take through our global sales team.

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~~LYONDELLBASELL INDUSTRIES N.V.~~

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

8.6. Debt

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

Millions of dollars September 30, 2020 December 31, 2019
Senior Notes due 2021, $1,000 million, 6.0% ($2 million of debt issuance cost) $ 1,010 $ 998
Senior Notes due 2024, $1,000 million, 5.75% ($4 million of debt issuance cost) 996 995
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 ($1 million of debt issuance costs) 1,949 1,950
Guaranteed Notes due 2022, €750 million, 1.875% ($1 million of discount; $1 million of debt issuance cost) 877 841
Guaranteed Notes due 2023, $750 million, 4.0% ($3 million of discount; $2 million of debt issuance cost) 745 744
Guaranteed Notes due 2025, $500 million, 2.875% ($4 million of debt issuance cost) 496 —
Guaranteed Notes due 2026, €500 million, 0.875% ($2 million of discount; $3 million of debt issuance cost) 582 555
Guaranteed Notes due 2027, $1,000 million, 3.5% ($7 million of discount; $6 million of debt issuance cost) 1,093 1,023
Guaranteed Notes due 2027, $300 million, 8.1% 300 300
Guaranteed Notes due 2030, $500 million, 3.375% ($1 million of discount; $4 million of debt issuance cost) 495 —
Guaranteed Notes due 2031, €500 million, 1.625% ($5 million of discount; $4 million of debt issuance cost) 576 552
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) 981 980
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) 984 —
Other 6 8
Total 13,761 11,617
Less current maturities (2) (3)
Long-term debt $ 13,759 $ 11,614


Millions of dollars	September 30, 2021		December 31, 2020
Senior Notes due 2024, $1,000 million, 5.75% ($3 million of debt issuance cost)	$	997	$	996
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	—		1,448

Guaranteed Notes due 2023, $750 million, 4.0% ($1 million of discount; $1 million of debt issuance cost)	423		745
Guaranteed Floating Rate Notes due 2023, $650 million ($3 million of debt issuance cost)	647		646
Guaranteed Notes due 2025, $500 million, 2.875%	—		496
Guaranteed Notes due 2025, $500 million, 1.25% ($1 million of discount; $3 million of debt issuance cost)	495		495
Guaranteed Notes due 2026, €500 million, 0.875% ($1 million of discount; $3 million of debt issuance cost)	575		608
Guaranteed Notes due 2027, $1,000 million, 3.5% ($6 million of discount; $5 million of debt issuance cost)	1,079		1,090
Guaranteed Notes due 2027, $300 million, 8.1%	300		300
Guaranteed Notes due 2030, $500 million, 3.375% ($1 million of discount; $3 million of debt issuance cost)	499		495
Guaranteed Notes due 2030, $500 million, 2.25% ($4 million of discount; $4 million of debt issuance cost)	491		492
Guaranteed Notes due 2031, €500 million, 1.625% ($6 million of discount; $3 million of debt issuance cost)	570		602
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% ($19 million of discount; $7 million of debt issuance cost)	724		723
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)	975		975
Guaranteed Notes due 2050, $1,000 million, 4.2% ($6 million of discount; $10 million of debt issuance cost)	983		984
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)	490		490
Other	24		28
Total	12,953		15,294
Less current maturities	(8)		(8)
Long-term debt	$	12,945	$	15,286

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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 September 30,				Nine Months Ended September 30,				September 30,		December 31,			Three Months Ended September 30,				Nine Months Ended September 30,				September 30,		December 31,
Millions of dollars	Millions of dollars		2020		2019		2020		2019		2020		2019		Millions of dollars	2021		2020		2021		2020		2021		2020
Senior Notes due 2019, 5.0%		2014	$	0	$	0	$	0	$	(11)	$	0	$	0
Senior Notes due 2021, 6.0%	Senior Notes due 2021, 6.0%	2016	3		(3)		(11)		(23)		(12)		(1)		Senior Notes due 2021, 6.0%	$	—	$	3	$	—	$	(11)	$	—	$	—
Guaranteed Notes due 2022, 1.875%															Guaranteed Notes due 2022, 1.875%	—		—		—		1		—		—
Guaranteed Notes due 2025, 1.25%															Guaranteed Notes due 2025, 1.25%	1		—		1		—		1		—
Guaranteed Notes due 2026, 0.875%															Guaranteed Notes due 2026, 0.875%	1		(1)		2		(2)		—		(2)

Guaranteed Notes due 2027, 3.5%	Guaranteed Notes due 2027, 3.5%	2017	4		(21)		(69)		(78)		(106)		(37)		Guaranteed Notes due 2027, 3.5%	5		4		12		(69)		(90)		(102)
Guaranteed Notes due 2022, 1.875%		2018	0		0		1		(1)		(1)		(2)
Guaranteed Notes due 2026, 0.875%		2020	(1)		—		(2)		—		(2)		—
Guaranteed Notes due 2030, 3.375%															Guaranteed Notes due 2030, 3.375%	1		—		(3)		—		(3)		—
Guaranteed Notes due 2030, 2.25%															Guaranteed Notes due 2030, 2.25%	1		—		1		—		1		—
Guaranteed Notes due 2050, 4.2%															Guaranteed Notes due 2050, 4.2%	1		—		1		—		1		—
Total	Total		$	6	$	(24)	$	(81)	$	(113)	$	(121)	$	(40)	Total	$	10	$	6	$	14	$	(81)	$	(90)	$	(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	September 30, 2020		December 31, 2019		Millions of dollars	September 30, 2021		December 31, 2020

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

Commercial paper	Commercial paper	455		262		Commercial paper	397		500
Precious metal financings	Precious metal financings	138		181		Precious metal financings	159		140
Other	Other	23		2		Other	7		23
Total Short-term debt	Total Short-term debt	$	616	$	445	Total Short-term debt	$	563	$	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 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. ~~The facility contains customary covenants and warranties, including specified restrictions on indebtedness and liens.~~ At September 30, ~~2020,~~2021, we had 0no borrowings or letters of credit outstanding and ~~$2,045~~$2,104 million of unused availability under this facility. ~~See subsequent events below for additional information.~~

~~Guaranteed Notes~~Term Loan due ~~2025, 2030 and 2050~~2022—In ~~April 2020,~~March 2019, LYB ~~International~~Americas Finance ~~III,~~Company LLC, ~~(“LYB Finance III”),~~ a wholly owned ~~finance~~ 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 ~~Rule 3-10(b) of Regulation S-X, issued $500~~each case, an applicable margin determined by reference to LyondellBasell N.V.’s current credit ratings. During the nine months ended September 30, 2021, we repaid $1,450 million ~~of 2.875% guaranteed notes~~outstanding under our Term Loan 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.2022.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

~~These unsecured~~Guaranteed Notes due 2023—In July 2013, LYB International Finance B.V. issued $750 million of 4% guaranteed notes due 2023 at a discounted price of 98.678%. In June 2021, we redeemed $325 million of the outstanding notes. In conjunction with the partial redemption, we recognized $25 million of debt extinguishment costs which are ~~fully~~reflected in Interest expense in the Consolidated Statements of Income. The debt extinguishment costs include $23 million paid for make-whole premiums, fees and ~~unconditionally guaranteed by LyondellBasell Industries N.V., rank equally in right~~expenses related to the redemption of ~~payment to all~~the notes and non-cash charges of $2 million for the write-off of unamortized debt discount and issuance costs.

Guaranteed Notes due 2025—In April 2020, LYB International Finance III, LLC (“LYB Finance ~~III’s~~III”) issued $500 million of 2.875% guaranteed notes due 2025 at a discounted price of 99.911%. In September 2021, we redeemed the $500 million outstanding notes. In conjunction with the redemption, we recognized $37 million of debt extinguishment costs which are reflected in Interest expense in the Consolidated Statements of Income. The debt extinguishment costs include $34 million paid for make-whole premiums, fees and ~~LyondellBasell Industries N.V.’s existing~~expenses related to the redemption of the notes and ~~future senior unsecured indebtedness and will rank senior in right~~non-cash charges of ~~payment to any future subordinated indebtedness that~~$3 million for the write-off of unamortized debt issuance costs.

Guaranteed Floating Rate Notes due 2023—In October 2020, 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~~issued $650 million of guaranteed floating rate notes ~~contains limited covenants, including those restricting our ability and~~due 2023. In October 2021, we redeemed the ~~ability~~$650 million outstanding notes. In conjunction with the redemption, we recognized $3 million of our subsidiaries to incur indebtedness secured by significant property or by capital stock of subsidiaries that own significant property, enter into certain sale and lease-back transactions with respect to any significant property or enter into consolidations, mergers or sales of all or substantially all of our assets.

~~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~~debt extinguishment costs related to the ~~scheduled maturity date at a redemption price equal to the greater~~non-cash write-off of (i) 100% of the principal amount of the notes redeemed and (ii) 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.

unamortized debt issuance costs.

Short-Term Debt

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. In June 2021, we extended the term of the facility to June 2024 in accordance with the terms of the agreement. 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. InAdditional fees are incurred for 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.average daily unused commitments. 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. Performance obligations under the facility are guaranteed by LyondellBasell Industries N.V. Additional fees are incurred for the average daily unused commitments. At September 30, ~~2020,~~2021, we had 0no borrowings or letters of credit outstanding and ~~$646~~$900 million unused availability under this facility. ~~See subsequent events below for additional information.~~

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 September 30, ~~2020~~2021 are based on the terms of the notes and range from ~~0.16%~~0.13% to ~~0.22%~~0.17%. At September 30, ~~2020,~~2021, we had ~~$455~~$397 million of outstanding commercial paper.

Weighted Average Interest Rate—At September 30, ~~2020~~2021 and December 31, ~~2019,~~2020, our weighted average interest rates on outstanding Short-term debt were ~~0.9%~~0.7% and ~~3.3%~~0.9%, respectively.

Additional Information

Debt Discount and Issuance Costs—Amortization of debt discounts and debt issuance costs resulted in amortization expense of ~~$12~~$21 million and $7$12 million for the nine months ended September 30, ~~2020~~2021 and ~~2019,~~2020, respectively, which is included in Interest expense in the Consolidated Statements of Income.

As of September 30, 2021, we are in compliance with our debt covenants.

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LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

~~Other Information~~—LYB International Finance B.V., LYB International Finance II B.V. and LYB International Finance III, LLC are 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 are fully and unconditionally guaranteed by LyondellBasell Industries N.V.

In April 2020, we entered into amendments and related documents (collectively, the “Amendments”) to our Senior Revolving Credit Facility, Term Loan due 2022, and U.S. Receivables Facility (collectively, as amended, the “Credit Agreements”). The Amendments amended each Credit Agreement’s leverage ratio covenant 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.

~~As of September 30, 2020, we are in compliance with our debt covenants.~~

~~Subsequent Events~~

~~Credit Agreements~~— In October 2020, we entered into amendments and related documents (collectively, the “October Amendments”) to our Credit Agreements. Among other things, the October Amendments amended each Credit Agreement’s maximum leverage ratio (calculated as the ratio of total net funded debt to consolidated earnings before interest, taxes and depreciation and amortization, both as defined in our Credit Agreements) financial covenant to (i) 4.25 to 1.00 for the fiscal quarter ending December 31, 2020; (ii) 4.50 to 1.00 for the fiscal quarter ending March 31, 2021; (iii) 4.00 to 1.00 for the fiscal quarter ending June 30, 2021; (iv) 3.75 to 1.00 for the fiscal quarter ending September 30, 2021; and (v) 3.50 to 1.00 for the fiscal quarter ending December 31, 2021 and thereafter; provided, that, to the extent our recently announced Louisiana Joint Venture is consummated, the maximum leverage ratio financial covenant will automatically adjust to (i) 5.00 to 1.00 for the fiscal quarters ending December 31, 2020 and March 31, 2021; (ii) 4.75 to 1.00 for the fiscal quarter ending June 30, 2021; (iii) 4.50 to 1.00 for the fiscal quarters ending September 30, 2021 and December 31, 2021; (iv) 4.00 to 1.00 for the fiscal quarter ending March 30, 2022; (v) 3.50 to 1.00 for the fiscal quarter ending June 30, 2022 (or, if the Louisiana Joint Venture is consummated after December 31, 2020, 4.00 to 1.00); and (vi) 3.50 to 1.00 for the fiscal quarter ending September 30, 2022 and thereafter. In addition, with respect to the Senior Revolving Credit Facility and the Term Loan due 2022, the October Amendments further restrict certain dividends and other specified restricted payments.

In October 2020, we also further amended our Amended and Restated Credit Agreement (the “Amendment and Consent Agreement”) to extend the term of $2,440 million of the $2,500 million Senior Revolving Credit Facility for one year until June 2023, the remainder expires in June 2022. The Amendment and Consent Agreement also included customary LIBOR replacement language, which took effect in October 2020. All other material terms of the Credit Agreement remain unchanged.

~~Also in October 2020, LYB Finance III completed a number of financing activities as described below.~~

~~Guaranteed Floating Rate Notes due 2023~~—LYB Finance III issued $650 million of guaranteed floating rate notes due 2023 (the “Floating Rate Notes”). The floating rate notes will bear interest equal to three-month LIBOR rate, plus 1.000% per annum. These notes may be redeemed on or after the date that is two years 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.

~~1.25% Guaranteed Notes due 2025~~—LYB Finance III issued $500 million of 1.25% guaranteed notes due 2025 (the “1.25% 2025 Notes”) at a discounted price of 99.683%. These notes may be redeemed before the date that is one month prior to the scheduled maturity date at a redemption price equal to the greater of (i) 100% of the principal amount of the notes redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest (discounted at the applicable treasury yield plus 15 basis points) on the notes to be redeemed. These notes may also be redeemed on or after the date that is one month prior to the final 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.

~~Table of Contents~~

~~LYONDELLBASELL INDUSTRIES N.V.~~

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

~~2.25% Guaranteed Notes due 2030~~—LYB Finance III issued $500 million of 2.25% guaranteed notes due 2030 (the “2.25% 2030 Notes”) at a discounted price of 99.203%. These notes may be redeemed before the date that is three months prior to the scheduled maturity date at a redemption price equal to the greater of (i) 100% of the principal amount of the notes redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest (discounted at the applicable treasury yield plus 25 basis points) on the notes to be redeemed. These notes may also be redeemed on or after the date that is three months prior to the final 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.

~~Guaranteed Notes due 2040~~—LYB Finance III issued $750 million of 3.375% guaranteed notes due 2040 (the “2040 Notes”) at a discounted price of 99.77%. These notes may be redeemed before the date that is six months prior to the scheduled maturity date at a redemption price equal to the greater of (i) 100% of the principal amount of the notes redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest (discounted at the applicable treasury yield plus 30 basis points) on the notes to be redeemed. These notes may also be redeemed on or after the date that is six months prior to the final 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.

~~Guaranteed Notes due 2051~~—LYB Finance III issued $1,000 million of 3.625% guaranteed notes due 2051 (the “2051 Notes”) at a discounted price of 99.707%. These notes may be redeemed before the date that is six months prior to the scheduled maturity date at a redemption price equal to the greater of (i) 100% of the principal amount of the notes redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest (discounted at the applicable treasury yield plus 35 basis points) on the notes to be redeemed. These notes may also be redeemed on or after the date that is six months prior to the final 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.

~~Guaranteed Notes due 2060~~—LYB Finance III issued $500 million of 3.8% guaranteed notes due 2060 (the “2060 Notes”) at a discounted price of 99.166%. These notes may be redeemed before the date that is six months prior to the scheduled maturity date at a redemption price equal to the greater of (i) 100% of the principal amount of the notes redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest (discounted at the applicable treasury yield plus 35 basis points) on the notes to be redeemed. These notes may also be redeemed on or after the date that is six months prior to the final 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.

If the Louisiana Joint Venture transaction does not close on or prior to March 31, 2021, or is terminated on or prior to completion, we will be required to redeem all of the outstanding 1.25% 2025 Notes, 2.25% 2030 Notes and 2060 Notes at a redemption price equal to 101% of the aggregate principal amount plus accrued and unpaid interest for each of these notes. We may use net proceeds of this offering to fund such redemption.

The net proceeds of the Floating Rate Notes, 1.25% 2025 Notes, 2.25% 2030 Notes, 2040 Notes, 2051 Notes and 2060 Notes (collectively, the “October Notes”) was $3,848 million. In October, we used $500 million of the net proceeds to repay a portion of the indebtedness outstanding under our Term Loan due 2022. The remaining proceeds will be used in the fourth quarter to fund a portion of the purchase price for the Louisiana Joint Venture, redeem or repay up to $1 billion aggregate principal amount of our 6.0% senior notes due 2021, and redeem or repay up to €750 million aggregate principal amount of our 1.875% guaranteed notes due 2022. Such redemption notices have been issued in October 2020. In conjunction with the redemption of these notes, we expect to pay an estimated $116 million in related premiums, accrued interest and fees and expenses associated with such redemption or repayment of both notes. Additional non-cash charges of $4 million for the write-off of unamortized debt discount and issuance costs and $12 million for the write-off of the cumulative fair value hedge accounting adjustment are expected to be recognized in the fourth quarter related to the redeemed notes.

~~Table of Contents~~

~~LYONDELLBASELL INDUSTRIES N.V.~~

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

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

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

9.7. 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 September 30, ~~2020~~2021 and December 31, ~~2019,~~2020, we had marketable securities classified as Cash and cash equivalents of ~~$1,191~~$707 million and ~~$389~~$682 million, respectively.

Foreign Currency Gain (Loss)—Other income (expense), net, in the Consolidated Statements of Income ~~reflected~~includes foreign currency gains of $4 million and $2 million for the three and nine months ended September 30, 2021, respectively, and gains of $3 million and losses of $4 ~~million, and gains of $2 million and $16~~ million for the three and nine months ended September 30, 2020, ~~and 2019,~~ respectively.

~~Table of Contents~~

~~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 for the periods presented that are measured at fair value on a recurring basis:


		September 30, 2020				December 31, 2019						September 30, 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	$	35	$	47	$	19	$	3	Prepaid expenses and other current assets
Commodities	Commodities	$	60	$	6	$	0	$	0	Prepaid expenses and other current assets	Commodities	10		7		41		4		Other Assets
Foreign currency	Foreign currency	358		44		0		27		Prepaid expenses and other current assets	Foreign currency	614		82		—		26		Prepaid expenses and other current assets
Foreign currency	Foreign currency	0		0		2,000		214		Other assets	Foreign currency	1,024		25		—		—		Other assets
Interest rates	Interest rates	0		2		0		22		Prepaid expenses and other current assets	Interest rates	—		5		—		—		Prepaid expenses and other current assets
Interest rates	Interest rates	263		3		1,940		41		Other assets	Interest rates	416		3		122		2		Other assets
Derivatives not designated as hedges:	Derivatives not designated as hedges:										Derivatives not designated as hedges:
Commodities	Commodities	69		30		3		0		Prepaid expenses and other current assets	Commodities	288		38		71		2		Prepaid expenses and other current assets
Commodities											Commodities	1		1		—		—		Other assets
Foreign currency	Foreign currency	311		4		580		5		Prepaid expenses and other current assets	Foreign currency	150		2		149		—		Prepaid expenses and other current assets
Non-derivatives:	Non-derivatives:										Non-derivatives:
Available-for-sale debt securities	Available-for-sale debt securities	359		361		162		162		Short-term investments	Available-for-sale debt securities	—		—		348		349		Short-term investments
Equity securities	Equity securities	0		0		34		34		Short-term investments	Equity securities	36		35		353		353		Short-term investments
Total	Total	$	1,420	$	450	$	4,719	$	505		Total	$	2,574	$	245	$	1,103	$	739
Liabilities–
Derivatives designated as hedges:

Foreign currency		$	0	$	33	$	0	$	16	Accrued liabilities
Foreign currency		2,655		225		950		53		Other liabilities
Interest rates		0		0		1,000		154		Accrued liabilities
Interest rates		1,500		655		700		77		Other liabilities
Derivatives not designated as hedges:
Commodities		125		16		224		34		Accrued liabilities
Foreign currency		400		2		200		1		Accrued liabilities

Total		$	4,680	$	931	$	3,074	$	335

Table of Contents

LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)


	September 30, 2021				December 31, 2020
Millions of dollars	Notional Amount		Fair Value		Notional Amount		Fair Value		Balance Sheet Classification
Liabilities–
Derivatives designated as hedges:
Commodities	$	—	$	—	$	—	$	2	Accrued liabilities

Foreign currency	855		101		1,213		146		Accrued liabilities
Foreign currency	2,270		144		2,682		302		Other liabilities
Interest rates	—		1		—		—		Accrued liabilities
Interest rates	1,600		228		1,000		343		Other liabilities
Derivatives not designated as hedges:
Commodities	3		—		113		14		Accrued liabilities
Foreign currency	842		16		76		1		Accrued liabilities


Total	$	5,570	$	490	$	5,084	$	808

As of September 30, 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 September 30, ~~2020,~~2021, our outstanding foreign currency contracts, not designated as hedges, mature from October ~~2020~~2021 to ~~June 2021.~~March 2022. Our commodity contracts, not designated as hedges, mature from October ~~2020~~2021 to December ~~2020.~~

~~Table of Contents~~

~~LYONDELLBASELL INDUSTRIES N.V.~~

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

2021.

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 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 debt.

September 30, 2020 December 31, 2019
Millions of dollars Carrying
Value Fair
Value Carrying
Value Fair
Value
Non-derivatives:
Liabilities:
Short-term debt $ 138 $ 147 $ 181 $ 215
Long-term debt 13,755 15,132 11,609 12,561
Total $ 13,893 $ 15,279 $ 11,790 $ 12,776

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


	September 30, 2021				December 31, 2020
Millions of dollars	Carrying Value		Fair Value		Carrying Value		Fair Value
Non-derivatives:


Liabilities:
Short-term debt	$	159	$	129	$	140	$	154
Long-term debt	12,929		14,493		15,266		17,290
Total	$	13,088	$	14,622	$	15,406	$	17,444

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LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

Net Investment Hedges—The following table summarizes our net investment hedges outstanding for the periods presented:


		September 30, 2020				December 31, 2019						September 30, 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	€	917	$	1,008	€	617	$	650	2021 to 2027	Foreign currency	€	2,367	$	2,758	€	1,667	$	1,890	2022 to 2030
Foreign-currency denominated debt		750		878		750		842		2022

In ~~September 2020,~~the first nine months of 2021, we entered into ~~€300 million of~~four foreign currency contracts with an aggregate notional value of €1,000 million that were designated as net investment hedges.

In October 2020, euro denominated debt due 2022 with notional amounts totaling €750 million previously designated as net investment hedge, were dedesignated. Concurrent with the dedesignation of the 2022 euro denominated debt, we entered into €750 million of cross currency interest rate swaps that were designated as net investment hedges. Also, in October 2020, we entered into €750 million ofJuly 2021, foreign currency contracts ~~to economically hedge the redemption or repayment expected by November 2020~~with an aggregate notional value of ~~up to €750~~€300 million ~~aggregate principal amount~~expired. Upon settlement of ~~our 1.875% guaranteed notes due 2022. These~~these foreign currency contracts, ~~were not designated as hedges.~~we paid €300 million ($355 million at the expiry spot rate) to our counterparties and received $358 million from our counterparties.

Cash Flow Hedges—The following table summarizes our cash flow hedges outstanding for the periods presented:


	September 30, 2021		December 31, 2020
Millions of dollars	Notional Value		Notional Value		Expiration Date
Foreign currency	$	2,005	$	2,005	2021 to 2027
Interest rates	1,000		1,000		2023 to 2024
Commodities	45		60		2021 to 2022

As of September 30, 2021 and December 31, 2020, Other assets include $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. Related cash flows are included in financing activities in the Consolidated Statements of Cash Flows.

As of September 30, 2021, on a pre-tax basis, $6 million is scheduled to be reclassified from Accumulated other comprehensive loss as an increase to Interest expense over the next twelve months.

Fair Value Hedges—The following table summarizes our fair value hedges outstanding for the periods presented:

September 30, 2020

December 31, 2019

September 30, 2021

December 31, 2020

Millions of dollars

Notional Value

Expiration Date

Millions of dollars

Notional Value

Expiration Date

Foreign currency

2,005

2,300

2021 to 2027

Interest rates

1,500

2021 to 2024

Interest rates

1,016

122

2025 to 2030

Commodities

2021 to 2022

In the first nine months of 2021, we entered into fixed-for-floating interest 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, 3.375% guaranteed notes due 2030, $300 million of our $1,000 million, 3.5% guaranteed notes due 2027, $150 million of our $500 million, 2.875% guaranteed notes due 2025, $150 million of our $500 million, 1.25% guaranteed notes due 2025 and $150 million of our $500 million, 2.25% guaranteed notes due 2030. The fixed-rate and variable-rate components for these trades are settled semi-annually and quarterly, respectively.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

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 September ~~30, 2020,~~2021, upon 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 and April 2024. Other assets as of September 30, 2020 includes $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. Related cash flows are included in financing activities in the Consolidated Statements of Cash Flows.

~~In May 2020, we terminated and cash settled $2,000 million in notional value~~redemption of our cross-currency interest rate swaps, designated as cash flows hedges, maturing in 2021 and 2024. Upon termination of the swaps, we received $346 million from our counterparties. Concurrent with the settlement of the swaps, we entered into $1,705 million cross-currency interest rate swaps with euro notional amounts and maturity dates matching the original swaps. The swaps are designated as cash flow hedges to reduce the variability in the functional currency equivalent cash flows of certain foreign currency denominated intercompany loans.

During the nine months ended September 30, 2020, we entered into over-the-counter commodity swaps with a total notional amount of $60 million. During the third quarter of 2020, we also entered into costless collars, which are a combination of a purchased call option with an aggregate notional volume of 4 million MMBtu and a sold put option with an aggregate notional volume of 4 million MMBtu. These transactions were designated as cash flow hedges to manage the volatility of commodity prices related to anticipated purchases of feedstock for the years 2021 and 2022.

~~In October 2020, we terminated and cash settled~~ $500 million, ~~in notional value of our forward-starting interest rate swaps which were designated as cash flow hedges originally set to expire in 2021. Upon termination of~~2.875% guaranteed notes due 2025, the ~~forward-starting interest rate swaps, we paid $229~~$150 million ~~to our counterparties.~~

~~As of September 30, 2020, on a pre-tax basis, $6 million is scheduled to be reclassified from Accumulated other comprehensive loss as an increase to interest expense over the next twelve months.~~

~~Fair Value Hedges—The following table summarizes our fair value hedges outstanding for the periods presented:~~

September 30, 2020 December 31, 2019
Millions of dollars Notional Value Notional Value Expiration Date
Interest rates $ 263 $ 2,140 2022 to 2026

~~In January 2020, we entered into a euro~~ fixed-for-floating interest rate swap entered in April 2021 was dedesignated and concurrently redesignated as a partial-term hedge to mitigate the change in the fair value ~~of €100 million of our €500 million guaranteed notes due 2026~~ associated with the risk of variability in the ~~6-month EURIBOR~~3-month LIBOR rate ~~the benchmark interest rate. The fixed-rate and variable-rate components are settled annually and semi-annually, respectively.~~

~~In April 2020, we terminated $2,000~~component of $150 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$1,000 million, ~~from our counterparties.~~

~~Table of Contents~~

~~LYONDELLBASELL INDUSTRIES N.V.~~

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

4.2% guaranteed notes due 2050.

Impact on Earnings and Other Comprehensive Income—The following 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 September 30,														Three Months Ended September 30,
		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		$	0	$	7	$	0	$	(10)	$	0	$	0	Sales and other operating revenues

Commodities	Commodities	8		(10)		0		8		0		0		Cost of sales	Commodities	$	38	$	8	$	(14)	$	—	$	—	$	—	Cost of sales
Foreign currency	Foreign currency	(125)		141		89		(86)		8		18		Interest expense	Foreign currency	135		(125)		(60)		89		9		8		Interest expense
Interest rates	Interest rates	102		(163)		1		(1)		1		23		Interest expense	Interest rates	17		102		1		1		(5)		1		Interest expense
Derivatives not designated as hedges:	Derivatives not designated as hedges:														Derivatives not designated as hedges:
Commodities	Commodities	0		0		0		0		(1)		(1)		Sales and other operating revenues	Commodities	—		—		—		—		6		(1)		Sales and other operating revenues
Commodities	Commodities	0		0		0		0		42		1		Cost of sales	Commodities	—		—		—		—		49		42		Cost of sales
Foreign currency	Foreign currency	0		0		0		0		(1)		14		Other income, net	Foreign currency	—		—		—		—		(32)		(1)		Other income (expense), net
Non-derivatives designated as hedges:	Non-derivatives designated as hedges:														Non-derivatives designated as hedges:
Long-term debt	Long-term debt	(38)		35		0		0		0		0		Other income, net	Long-term debt	—		(38)		—		—		—		—		Other income (expense), net
Total	Total	$	(53)	$	10	$	90	$	(89)	$	49	$	55		Total	$	190	$	(53)	$	(73)	$	90	$	27	$	49


		Effects of Financial Instruments														Effects of Financial Instruments
		Nine Months Ended September 30,														Nine Months Ended September 30,
		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		$	0	$	(34)	$	0	$	(18)	$	0	$	0	Sales and other operating revenues

Commodities	Commodities	6		28		0		12		0		0		Cost of sales	Commodities	$	67	$	6	$	(18)	$	—	$	—	$	—	Cost of sales
Foreign currency	Foreign currency	(47)		192		81		(99)		38		50		Interest expense	Foreign currency	274		(47)		(128)		81		34		38		Interest expense
Interest rates	Interest rates	(430)		(342)		3		(5)		91		96		Interest expense	Interest rates	117		(430)		4		3		—		91		Interest expense
Derivatives not designated as hedges:	Derivatives not designated as hedges:														Derivatives not designated as hedges:
Commodities	Commodities	0		0		0		0		4		2		Sales and other operating revenues	Commodities	—		—		—		—		18		4		Sales and other operating revenues
Commodities	Commodities	0		0		0		0		116		(18)		Cost of sales	Commodities	—		—		—		—		72		116		Cost of sales
Foreign currency	Foreign currency	0		0		0		0		(11)		30		Other income, net	Foreign currency	—		—		—		—		(61)		(11)		Other income (expense), net
Non-derivatives designated as hedges:	Non-derivatives designated as hedges:														Non-derivatives designated as hedges:
Long-term debt	Long-term debt	(36)		40		0		0		0		0		Other income, net	Long-term debt	—		(36)		—		—		—		—		Other income (expense), net
Total	Total	$	(507)	$	(116)	$	84	$	(110)	$	238	$	160		Total	$	458	$	(507)	$	(142)	$	84	$	63	$	238

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LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

The derivative amounts excluded from the assessment of effectiveness for foreign currency contracts designated as net investment hedges recognized in other comprehensive income for the three and nine months ended September 30, 2021 were gains of $1 million and $5 million, respectively, and for the three and nine months ended September 30, 2020 were gains of $1 million and losses of less than $1 million, ~~and for the three and nine months ended September 30, 2019 were gains of $3 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~~Interest expense for the three and nine months ended September 30, 2021 were gains of $1 million and $6 million, respectively, and for the three and nine months ended September 30, 2020 were gains of $1 million and $8 million, ~~respectively, and for the three and nine months ended September 30, 2019 were gains of~~ ~~$5 million and $15 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 $2 million and $3 million decrease in Interest expense during each of the three and nine months ended September 30, 2021, respectively, and less than $1 million and $3 million decrease in interest expense during the three and nine months ended September 30, 2020, ~~respectively,~~ ~~and $1 million and $7 million increase in interest expense during the three and nine months ended September 30, 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
Debt securities at September 30, 2020 $ 359 $ 2 $ 0 $ 361
Debt securities at December 31, 2019 162 0 0 162


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

Debt securities at September 30, 2021	$	—	$	—	$	—	$	—
Debt securities at December 31, 2020	348		1		—		349

~~NaN~~No allowance for credit losses related to our available-for-sale debt securities ~~was~~were recorded for ~~the nine months ended September 30, 2020 or for the year ended December 31, 2019.~~

~~As of September 30, 2020, bonds classified as available-for-sale debt securities had maturities between 1 month and 9 months.~~

~~The proceeds from maturities and sales of our available-for-sale-debt securities during~~ the three and nine months ended September 30, ~~2020~~2021 and ~~2019 are summarized in~~for the ~~following table:~~year ended December 31, 2020.

Three Months Ended
September 30, Nine Months Ended
September 30,
Millions of dollars 2020 2019 2020 2019
Proceeds from maturities of available-for-sale debt securities $ 0 $ 0 $ 0 $ 331
Proceeds from sales of available-for-sale debt securities 90 0 90 180

~~NaN gain or loss was realized in connection with the~~The proceeds from maturities and sales of our available-for-sale debt securities during the three and nine months ended September 30, ~~2020. The gross realized gains~~2021 and ~~losses associated with~~2020 are summarized in the ~~sale of available-for-sale debt securities during the three and nine months ended September 30, 2019 were less than $1 million in each respective period.~~following table:



	Three Months Ended September 30,				Nine Months Ended September 30,
Millions of dollars	2021		2020		2021		2020
Proceeds from maturities of available-for-sale debt securities	$	55	$	—	$	346	$	—
Proceeds from sales of available-for-sale debt securities	—		90		—		90

We had 0no available-for-sale debt securities which were in a continuous unrealized loss position for less than or greater than twelve months as of September 30, ~~2020~~2021 and December 31, ~~2019.~~2020.

Investments in Equity Securities—Our investment in equity securities consists of an investment in a limited partnership with a notional amount of $36 million and $353 million as of September 30, 2021 and December 31, 2020, respectively. The carrying amount approximates fair value. The investment is carried at its net asset value as a practical expedient at September 30, 2021 and fair value at December 31, 2020. The investment is under an orderly voluntary liquidation by the fund administrator and we expect the investment to be fully liquidated by early 2022, during which time redemption or sale of the investment is restricted.

~~Investments in Equity Securities~~—Our investment in equity securities primarily consisted of limited partnership investments. At September 30, 2020, we had 0 outstanding investment in equity securities. At December 31, 2019, we had investments in equity securities with a notional amount and a fair value of ~~$34 million.~~

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LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

We received proceeds of ~~$313~~$45 million and ~~$332~~$309 million related to ~~the sale of our investments in equity securities during the nine months ended September 30, 2020 and 2019, respectively. We received proceeds of $312 million related to the sale of~~ our investments in equity securities during the three and nine months ended September 30, 2021, respectively, and $312 million and $313 million during the three and nine months ended September 30, 2020, respectively.

We recognized unrealized losses of less than $1 million on our equity securities that were outstanding during the three and nine months ended September 30, 2021, and no unrealized gains or losses were recognized during the three and nine months ended September 30, 2020. ~~NaN proceeds related to the sale of investments in equity securities were received during the three months ended September 30, 2019.~~

~~The following table summarizes the portion of unrealized gains and losses for the equity securities that are outstanding for the periods presented:~~

Three Months Ended
September 30, Nine Months Ended
September 30,
Millions of dollars 2020 2019 2020 2019
Net gains recognized during the period $ 0 $ 0 $ 0 $ 6
Less: Net gains recognized during the period on securities sold 0 0 0 9
Unrealized losses recognized during the period $ 0 $ 0 $ 0 $ (3)

~~10.~~

8. Income Taxes

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

Our exempt income primarily includes interest income, export incentives, and equity earnings ofjoint 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.

Our effective income tax rates for the third quarter and the first nine months of 2021 were 20.4% and 17.4%, respectively, compared to 1,136.4% and -16.7% for the third quarter and first nine months of 2020.

Our effective income tax rate ~~for the three months ended September 30, 2020 was 1,136.4% compared with 12.3% for the three months ended September 30, 2019. In~~decreased in the third quarter of ~~2020, we recognized~~2021 compared to the third quarter of 2020. The lower effective tax rate for the third quarter of 2021 is primarily attributable to the recognition of a tax benefit of $125 million, primarily from a non-cash impairment ~~resulting~~ in a2020. This tax ~~rate of 1,136.4%~~benefit on our $11 million of pre-tax ~~loss.~~loss for the third quarter of 2020 resulted in an abnormally high effective tax rate.

Our effective income tax rate ~~for~~increased in the first nine months ~~ended September 30, 2020 was -16.7%~~of 2021 compared ~~with 15.4% for~~to the first nine months ~~ended September 30, 2019.~~of 2020. The ~~lower~~higher effective tax rate for the first nine months ~~ended September 30, 2020 was~~of 2021 is primarily attributable to ~~lower earnings largely from a non-cash impairment.This decreased~~increased pre-tax earnings ~~increased the~~ relative ~~impact of~~to our tax rate drivers, primarily exempt income ~~and to a lesser extent a~~(12.4%), coupled with the tax benefit recognized on a non-cash impairment in ~~relation to the CARES Act.~~2020 (21.7%).

On March 27, 2020, the U.S. enacted the Coronavirus Aid, Relief, and Economic Security Act, also known as the “CARES Act,” which contains numerous income tax provisions and other stimulus measures. We anticipate that several of the tax measures will favorably impact our income tax on our Consolidated Financial Statements for the year ended December 31, 2020. Based on our analysis asAs of September 30, 2021 and December 31, 2020, we ~~recorded an overall tax benefit including the impact~~had $497 million and $67 million, respectively, of ~~an expected net operating loss carry-back. We continue to assess the impact that the CARES Act will have on~~income taxes payable which was included in Accrued liabilities in our ~~Company.~~Consolidated Balance Sheets.

~~11.~~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 September 30, ~~2020~~2021, we had capital expenditure commitments, which we incurred in our normal course of business, including commitments of approximately ~~$376~~$472 million related to building our new PO/TBA plant in Houston, Texas.

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LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

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~~$144 million and ~~$132~~$133 million as of September 30, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively. At September 30, ~~2020,~~2021, the accrued liabilities for individual sites range from less than $1 million to ~~$16~~$27 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.

Indemnification—We are parties to various indemnification arrangements, including arrangements entered into in connection with acquisitions, divestitures and the formation and dissolution of joint ventures. Pursuant to these arrangements, we provide indemnification to and/or receive indemnification from other parties in connection with liabilities that may arise in connection with the transactions and in connection with activities prior to completion of the transactions. These indemnification arrangements typically include provisions pertaining to third-party claims relating to environmental and tax matters and various types of litigation. As of September 30, ~~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.

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 Consolidated Financial Statements.

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LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

~~12.~~10. Shareholders’ Equity and Redeemable Non-controlling Interests

Shareholders’ Equity

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

Millions of dollars, except per share amounts Dividend Per Ordinary Share Aggregate Dividends Paid Date of Record
March 2020 $ 1.05 $ 351 March 2, 2020
June 2020 1.05 350 June 8, 2020
September 2020 1.05 352 August 31, 2020
$ 3.15 $ 1,053


Millions of dollars, except per share amounts	Dividend Per Ordinary Share		Aggregate Dividends Paid		Date of Record
March 2021	$	1.05	$	352	March 8, 2021
June 2021	1.13		378		June 7, 2021
September 2021	1.13		380		August 30, 2021
	$	3.31	$	1,110

Share Repurchase Authorization—In May ~~2020,~~2021, our shareholders approved a proposal to authorize us to repurchase up to 34.0 million ordinary shares, through November ~~29, 2021~~28, 2022 (“May ~~2020~~2021 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.

Upon completion of the tender offer in July 2019, we repurchased 35.1 million ordinary shares for a total of $3,099 million, including $6 million of fees and expenses related to the tender offer, under our May 2019 Share Repurchase Authorization.

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 nine months ended September 30, 2020:
September 2019 Share Repurchase Authorization 50,685 $ 78.93 $ 4
May 2020 Share Repurchase Authorization 0 0 0
50,685 $ 78.93 $ 4
For nine months ended September 30, 2019:
June 2018 Share Repurchase Authorization 5,648,900 $ 86.38 $ 488
May 2019 Share Repurchase Authorization 37,032,594 87.50 3,240
42,681,494 $ 87.35 $ 3,728


Millions of dollars, except shares and per share amounts	Shares Repurchased	Average Purchase Price		Total Purchase Price, Including Commissions and Fees
For nine months ended September 30, 2021:
May 2021 Share Repurchase Authorization	953,681	$	93.34	$	89

For nine months ended September 30, 2020:
September 2019 Share Repurchase Authorization	50,685	$	78.93	$	4

~~Due to the timing of settlements, total~~Total cash paid for share repurchases for the nine months ended September 30, 2021 and 2020 were $78 million and ~~2019 was~~ $4 million, respectively. Cash payments made during the reporting period may differ from the total purchase price, including commissions and ~~$3,752 million, respectively.~~fees, due to the timing of payments.

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LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

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


		Nine Months Ended September 30,			Nine Months Ended September 30,
		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	246,640	268,851	Share-based compensation	415,857	246,640

Employee stock purchase plan	Employee stock purchase plan	245,521	123,869	Employee stock purchase plan	149,956	245,521
Purchase of ordinary shares	Purchase of ordinary shares	(50,685)	(42,681,505)	Purchase of ordinary shares	(953,681)	(50,685)
Ending balance	Ending balance	333,918,359	333,407,876	Ending balance	333,627,352	333,918,359

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

Nine Months Ended
September 30,
2020 2019
Ordinary shares held as treasury shares:
Beginning balance 6,568,745 24,513,619
Share-based compensation (246,640) (268,851)
Employee stock purchase plan (245,521) (123,869)
Purchase of ordinary shares 50,685 42,681,505
Ending balance 6,127,269 66,802,404


	Nine Months Ended September 30,
	2021	2020
Ordinary shares held as treasury shares:
Beginning balance	6,030,408	6,568,745
Share-based compensation	(415,857)	(246,640)

Employee stock purchase plan	(50,006)	(245,521)
Purchase of ordinary shares	953,681	50,685

Ending balance	6,518,226	6,127,269

Accumulated Other Comprehensive Loss—The components of, and after-tax changes in, Accumulated other comprehensive loss as of and for the nine months ended September 30, ~~2020~~2021 and ~~2019~~2020 are presented in the following tables:

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) $ 0 $ (711) $ (873) $ (1,784)
Other comprehensive income (loss) before reclassifications (447) 1 0 (53) (499)
Tax (expense) benefit before reclassifications 93 0 0 6 99
Amounts reclassified from accumulated other comprehensive loss 84 0 42 0 126
Tax (expense) benefit (19) 0 (11) 0 (30)
Net other comprehensive income (loss) (289) 1 31 (47) (304)
Balance – September 30, 2020 $ (489) $ 1 $ (680) $ (920) $ (2,088)


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 – December 31, 2020	$	(426)	$	1	$	(752)	$	(766)	$	(1,943)
Other comprehensive income (loss) before reclassifications	311		(1)		—		(92)		218
Tax expense before reclassifications	(69)		—		—		(35)		(104)
Amounts reclassified from accumulated other comprehensive loss	(142)		—		66		—		(76)
Tax (expense) benefit	32		—		(10)		—		22
Net other comprehensive income (loss)	132		(1)		56		(127)		60
Balance – September 30, 2021	$	(294)	$	—	$	(696)	$	(893)	$	(1,883)

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LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)


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, 2019		$	(68)	$	0	$	(442)	$	(853)	$	(1,363)
Balance – December 31, 2019												Balance – December 31, 2019	$	(200)	$	—	$	(711)	$	(873)	$	(1,784)
Other comprehensive income (loss) before reclassifications	Other comprehensive income (loss) before reclassifications	(184)		1		0		(92)		(275)		Other comprehensive income (loss) before reclassifications	(447)		1		—		(53)		(499)
Tax (expense) benefit before reclassifications		36		0		0		(14)		22
Tax benefit before reclassifications												Tax benefit before reclassifications	93		—		—		6		99
Amounts reclassified from accumulated other comprehensive loss	Amounts reclassified from accumulated other comprehensive loss	(110)		0		20		0		(90)		Amounts reclassified from accumulated other comprehensive loss	84		—		42		—		126
Tax (expense) benefit		28		0		(5)		0		23
Tax expense												Tax expense	(19)		—		(11)		—		(30)
Net other comprehensive income (loss)	Net other comprehensive income (loss)	(230)		1		15		(106)		(320)		Net other comprehensive income (loss)	(289)		1		31		(47)		(304)
Balance – September 30, 2019		$	(298)	$	1	$	(427)	$	(959)	$	(1,683)
Balance – September 30, 2020												Balance – September 30, 2020	$	(489)	$	1	$	(680)	$	(920)	$	(2,088)

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


		Three Months Ended September 30,				Nine Months Ended September 30,				Affected Line Item on the Consolidated Statements of Income		Three Months Ended September 30,				Nine Months Ended September 30,				Affected Line Item on the Consolidated Statements of Income
Millions of dollars	Millions of dollars	2020		2019		2020		2019			Millions of dollars	2021		2020		2021		2020
Reclassification adjustments for:	Reclassification adjustments for:										Reclassification adjustments for:
Financial derivatives:	Financial derivatives:										Financial derivatives:
Foreign currency	Foreign currency	$	89	$	(86)	$	81	$	(99)	Other income, net	Foreign currency	$	(60)	$	89	$	(128)	$	81	Interest expense
Commodities		0		(10)		0		(18)		Sales and other operating revenue

Commodities	Commodities	0		8		0		12		Cost of sales	Commodities	(14)		—		(18)		—		Cost of sales
Interest rates	Interest rates	1		(1)		3		(5)		Interest expense	Interest rates	1		1		4		3		Interest expense
Income tax expense (benefit)		22		(25)		19		(28)		Provision for income taxes
Income tax (expense) benefit											Income tax (expense) benefit	17		(22)		32		(19)		Provision for income taxes
Financial derivatives, net of tax	Financial derivatives, net of tax	68		(64)		65		(82)			Financial derivatives, net of tax	(56)		68		(110)		65
Amortization of defined pension items:	Amortization of defined pension items:										Amortization of defined pension items:
Prior service cost	Prior service cost	1		0		3		1		Other income, net	Prior service cost	—		1		2		3		Other income (expense), net
Actuarial loss	Actuarial loss	13		6		39		19		Other income, net	Actuarial loss	14		13		40		39		Other income (expense), net

Income tax expense (benefit)		4		1		11		5		Provision for income taxes
Settlement loss											Settlement loss	20		—		24		—		Other income (expense), net
Income tax expense											Income tax expense	(6)		(4)		(10)		(11)		Provision for income taxes
Defined pension items, net of tax	Defined pension items, net of tax	10		5		31		15			Defined pension items, net of tax	28		10		56		31
Total reclassifications, before tax	Total reclassifications, before tax	104		(83)		126		(90)			Total reclassifications, before tax	(39)		104		(76)		126
Income tax expense (benefit)		26		(24)		30		(23)		Provision for income taxes
Income tax (expense) benefit											Income tax (expense) benefit	11		(26)		22		(30)		Provision for income taxes
Total reclassifications, after tax	Total reclassifications, after tax	$	78	$	(59)	$	96	$	(67)	Amount included in net income	Total reclassifications, after tax	$	(28)	$	78	$	(54)	$	96	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 a consolidated subsidiary. As of September 30, 2021 and December 31, 2020, we had 115,374 shares of redeemable non-controlling interest stock outstanding. In February, ~~2019,~~May and August 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, April 15, 2021 and July 15, 2021. These dividends totaled $5 million for ~~cash consideration~~each of ~~$63 million.~~the nine months ended September 30, 2021 and 2020.

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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 September 30, 2020 and December 31, 2019, we had 115,374 shares of redeemable non-controlling interest stock outstanding.

In February, May and August 2020, we paid cash dividends of $15.00 per share to our redeemable non-controlling interest shareholders of record as of January 15, 2020, April 15, 2020, and July 15, 2020, respectively. These dividends totaled $5 million for each of the nine months ended September 30, 2020 and 2019.

~~13.~~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. There was no impact to basic or diluted earnings per share from discontinued operations.

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


		Three Months Ended September 30,									Three Months Ended September 30,
		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 (loss)	Net income (loss)	$	114	$	0	$	969	$	(4)	Net income (loss)	$	1,763	$	(1)	$	114	$	—

Dividends on redeemable non-controlling interests	Dividends on redeemable non-controlling interests	(2)		0		(2)		0		Dividends on redeemable non-controlling interests	(2)		—		(2)		—
Net (income) loss attributable to participating securities		(1)		0		(2)		0
Net income attributable to participating securities										Net income attributable to participating securities	(4)		—		(1)		—
Net income (loss) attributable to ordinary shareholders – basic and diluted	Net income (loss) attributable to ordinary shareholders – basic and diluted	$	111	$	0	$	965	$	(4)	Net income (loss) attributable to ordinary shareholders – basic and diluted	$	1,757	$	(1)	$	111	$	—

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		337		337		Basic weighted average common stock outstanding	334		334		334		334

Effect of dilutive securities	Effect of dilutive securities	0		0		0		0		Effect of dilutive securities	—		—		—		—
Potential dilutive shares	Potential dilutive shares	334		334		337		337		Potential dilutive shares	334		334		334		334

Earnings (loss) per share:
Earnings per share:										Earnings per share:
Basic	Basic	$	0.33	$	0	$	2.86	$	(0.01)	Basic	$	5.25	$	—	$	0.33	$	—
Diluted	Diluted	$	0.33	$	0	$	2.86	$	(0.01)	Diluted	$	5.25	$	—	$	0.33	$	—


	Nine Months Ended September 30,
	2021				2020
Millions of dollars	Continuing Operations		Discontinued Operations		Continuing Operations		Discontinued Operations
Net income (loss)	$	4,892	$	(1)	$	572	$	—


Dividends on redeemable non-controlling interests	(5)		—		(5)		—
Net income attributable to participating securities	(12)		—		(2)		—
Net income (loss) attributable to ordinary shareholders – basic and diluted	$	4,875	$	(1)	$	565	$	—

Millions of shares, except per share amounts
Basic weighted average common stock outstanding	334		334		334		334
Effect of dilutive securities	—		—		—		—

Potential dilutive shares	334		334		334		334

Earnings per share:
Basic	$	14.58	$	—	$	1.69	$	—
Diluted	$	14.57	$	—	$	1.69	$	—

~~Table of Contents~~

~~LYONDELLBASELL INDUSTRIES N.V.~~

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

Nine Months Ended September 30,
2020 2019
Millions of dollars Continuing
Operations Discontinued
Operations Continuing
Operations Discontinued
Operations
Net income (loss) $ 572 $ 0 $ 2,792 $ (7)
Dividends on redeemable non-controlling interests (5) 0 (5) 0
Net (income) loss attributable to participating securities (2) 0 (5) 0
Net income (loss) attributable to ordinary shareholders – basic and diluted $ 565 $ 0 $ 2,782 $ (7)
Millions of shares, except per share amounts
Basic weighted average common stock outstanding 334 334 360 360
Effect of dilutive securities 0 0 0 0
Potential dilutive shares 334 334 360 360
Earnings (loss) per share:
Basic $ 1.69 $ 0 $ 7.74 $ (0.02)
Diluted $ 1.69 $ 0 $ 7.74 $ (0.02)

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LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

~~14.~~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 September 30, 2020
Millions of dollars O&P–
Americas O&P–
EAI I&D APS Refining Technology Other Total
Sales and other operating revenues:
Customers $ 1,268 $ 1,837 $ 1,498 $ 1,003 $ 1,003 $ 167 $ 0 $ 6,776
Intersegment 572 145 40 1 98 26 (882) 0
1,840 1,982 1,538 1,004 1,101 193 (882) 6,776
Income from equity investments 15 40 7 0 0 0 0 62
EBITDA 474 148 267 157 (692) 111 1 466


	Three Months Ended September 30, 2021
Millions of dollars	O&P– Americas		O&P– EAI		I&D		APS		Refining		Technology		Other		Total
Sales and other operating revenues:
Customers	$	3,071	$	3,262	$	2,851	$	1,280	$	2,050	$	186	$	—	$	12,700
Intersegment	1,337		196		43		6		238		52		(1,872)		—
	4,408		3,458		2,894		1,286		2,288		238		(1,872)		12,700
Income from equity investments	29		66		9		—		—		—		—		104
EBITDA	1,568		474		348		121		41		155		(16)		2,691
Capital expenditures	72		54		327		20		17		22		2		514

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LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)


		Three Months Ended September 30, 2019																	Three Months Ended September 30, 2020
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	$	1,337	$	2,138	$	1,988	$	1,186	$	1,952	$	121	$	0	$	8,722	Customers	$	1,268	$	1,837	$	1,498	$	1,003	$	1,003	$	167	$	—	$	6,776
Intersegment	Intersegment	800		171		58		0		182		25		(1,236)		0		Intersegment	572		145		40		1		98		26		(882)		—
		2,137		2,309		2,046		1,186		2,134		146		(1,236)		8,722			1,840		1,982		1,538		1,004		1,101		193		(882)		6,776
Income from equity investments	Income from equity investments	12		36		1		2		0		0		0		51		Income from equity investments	15		40		7		—		—		—		—		62
LCM inventory valuation benefit																		LCM inventory valuation benefit	(70)		(17)		(22)		(40)		(11)		—		—		(160)
EBITDA	EBITDA	653		291		390		102		(6)		83		0		1,513		EBITDA	474		148		267		157		(692)		111		1		466
Capital expenditures																		Capital expenditures	130		38		103		18		15		24		97		425


	Nine Months Ended September 30, 2021
Millions of dollars	O&P– Americas		O&P– EAI		I&D		APS		Refining		Technology		Other		Total
Sales and other operating revenues:
Customers	$	7,770	$	9,342	$	7,086	$	3,882	$	4,784	$	479	$	—	$	33,343
Intersegment	3,220		618		160		10		575		107		(4,690)		—
	10,990		9,960		7,246		3,892		5,359		586		(4,690)		33,343
Income from equity investments	94		263		32		—		—		—		—		389
EBITDA	4,011		1,594		1,126		385		(150)		341		(13)		7,294
Capital expenditures	219		141		717		55		62		64		27		1,285


		Nine Months Ended September 30, 2020																	Nine Months Ended September 30, 2020
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	$	3,514	$	5,543	$	4,370	$	2,796	$	3,193	$	400	$	0	$	19,816	Customers	$	3,514	$	5,543	$	4,370	$	2,796	$	3,193	$	400	$	—	$	19,816
Intersegment	Intersegment	1,551		365		95		9		275		92		(2,387)		0		Intersegment	1,551		365		95		9		275		92		(2,387)		—
		5,065		5,908		4,465		2,805		3,468		492		(2,387)		19,816			5,065		5,908		4,465		2,805		3,468		492		(2,387)		19,816
Income (loss) from equity investments	Income (loss) from equity investments	24		88		12		(1)		0		0		0		123		Income (loss) from equity investments	24		88		12		(1)		—		—		—		123
LCM inventory valuation charge																		LCM inventory valuation charge	3		53		76		29		2		—		—		163
EBITDA	EBITDA	1,088		522		571		226		(799)		279		(15)		1,872		EBITDA	1,088		522		571		226		(799)		279		(15)		1,872

Capital expenditures																		Capital expenditures	524		114		761		41		52		80		101		1,673

Nine Months Ended September 30, 2019
Millions of dollars O&P–
Americas O&P–
EAI I&D APS Refining Technology Other Total
Sales and other operating revenues:
Customers $ 4,055 $ 6,764 $ 5,860 $ 3,781 $ 5,706 $ 382 $ 0 $ 26,548
Intersegment 2,307 585 142 2 490 78 (3,604) 0
6,362 7,349 6,002 3,783 6,196 460 (3,604) 26,548
Income from equity investments 35 139 5 0 0 0 0 179
EBITDA 1,804 918 1,228 370 (87) 273 14 4,520

~~Operating results for our O&P–Americas segment include an LCM inventory valuation charge of $3 million during the first nine months of 2020, primarily driven by declines in the prices of polymers.~~ During the third quarter of 2020, ~~operating results~~we assessed the Houston refinery for ~~our O&P–Americas segment include an LCM inventory valuation benefit of $70 million largely driven by recovery of market prices of ethylene~~impairment and ~~polymers.~~

~~Operating results for our O&P–Americas segment also include~~determined that the asset group carrying value exceeded its undiscounted estimated pre-tax cash flows and fair value. As a ~~LIFO inventory~~result, we recognized a non-cash impairment charge ~~of $61 million~~ ~~for the third quarter and first nine months of 2020.~~

~~Operating results for our O&P–EAI segment include an LCM inventory valuation charge of $53 million during the first nine months of 2020, primarily driven by declines~~ in ~~the prices of naphtha and polymers. During~~ the third quarter of 2020 ~~operating results~~of $582 million, which includes a $570 million impairment of property, plant and equipment and a $12 million impairment of intangible assets. The fair value measurement for ~~our O&P–EAI segment include an LCM inventory valuation benefit of $17 million, largely due to recovery of market prices of naphtha and polymers.~~the asset group is a Level 3 within the fair value hierarchy.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

Operating results for our I&D segment include an LCM inventory valuation charge of $76 million during the first nine months of 2020 driven by declines in the prices of various gasoline blending components, benzene and styrene. During the third quarter of 2020, operating results for our I&D segment include an LCM inventory valuation benefit of $22 million largely due to recovery of prices for gas blending components.

Operating results for our APS segment include an LCM inventory valuation charge of $29 million during the first nine months of 2020 driven by a decline in the price of polymers. During the third quarter of 2020, operating results for our APS segment include an LCM inventory valuation benefit of $40 million driven by a recovery in prices of polymers.

Our APS segment results include integration costs associated with our 2018 acquisition of A. Schulman for the third quarter of 2020 and 2019 of $7 million and $43 million, respectively, and for the first nine months of 2020 and 2019 of $37 million and $78 million, respectively.

~~Operating results~~We are currently weighing strategic options for our Refining segment, ~~include an LCM inventory valuation charge~~including a potential sale of ~~$2 million during the first nine months of 2020, primarily driven by declines in the prices of refined products. During the third quarter of 2020, operating results for~~ our ~~Refining segment include an LCM inventory valuation benefit of $11 million primarily due to the recovery of market prices of refined products.~~

Results for our Refining segment also include a non-cash impairment charge of $582 million which was recognized during the third quarter of 2020 as we expect that prolonged reduction of travel and associated transportation fuels consumption resulting from the pandemic has created length in global fuel markets that will pressure refining profitability for an extended period of time. In addition,Houston refinery. While the refinery is ~~expected to continue to~~a valuable asset, we believe that it may be ~~adversely affected by lower discounts~~even more valuable as part of a larger refining system. Any strategic option pursued for the ~~heavy crude oil feedstocks that we utilize.~~Houston refinery remains subject to the approval of our Board of Directors and, assuming such approval is obtained, may require certain regulatory approvals or other closing conditions.

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


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended September 30,				Nine Months Ended September 30,
Millions of dollars	Millions of dollars	2020		2019		2020		2019		Millions of dollars	2021		2020		2021		2020
EBITDA:	EBITDA:									EBITDA:
Total segment EBITDA	Total segment EBITDA	$	465	$	1,513	$	1,887	$	4,506	Total segment EBITDA	$	2,707	$	465	$	7,307	$	1,887
Other EBITDA	Other EBITDA	1		0		(15)		14		Other EBITDA	(16)		1		(13)		(15)
Less:	Less:									Less:
Depreciation and amortization expense	Depreciation and amortization expense	(358)		(327)		(1,056)		(977)		Depreciation and amortization expense	(351)		(358)		(1,016)		(1,056)
Interest expense	Interest expense	(122)		(86)		(336)		(259)		Interest expense	(126)		(122)		(366)		(336)
Add:	Add:									Add:
Interest income	Interest income	3		5		10		16		Interest income	1		3		8		10
(Loss) income from continuing operations before income taxes		$	(11)	$	1,105	$	490	$	3,300
Income (loss) from continuing operations before income taxes										Income (loss) from continuing operations before income taxes	$	2,215	$	(11)	$	5,920	$	490

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

This discussion should be read in conjunction with the information contained in our 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

~~In the third~~Third quarter results reflect robust demand for our products ~~improved with increasing global economic activity. Our year over year results reflect~~and tight market conditions, which supported strong ~~global volumes while~~ margins ~~are still recovering. Sequentially, third quarter volumes and margins rebounded for~~across most of our businesses. We expect that prolonged reduction of travel and associated transportation fuels consumption resulting from the pandemic has created length in global fuel markets that will pressure refining profitability for an extended period of time. In addition, our refinery is expected to continue to be adversely affected by lower discounts for the heavy crude oil feedstocks that we utilize. Accordingly, our Refining segment recognized a non-cash impairment charge in the third quarter of 2020 of $582 million.

During the first nine months of 2020, we recognized a lower of cost or market (“LCM”) inventory valuation charge of $163 million related to the decline in pricing for many of our raw material and finished goods inventories largely driven by the current economic conditions. Results for our third quarter of 2020 include an LCM inventory valuation benefit of $160 million largely driven by the recovery of market pricing for many of our raw material and finished goods inventories since June 30, 2020. 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 improve, some or all of these charges could be reversed in the fourth quarter of 2020. Our actions in the second quarter of 2020 to manage inventory and maximize liquidity positioned us well for a recovering economy in the third quarter of 2020.

Events surrounding the ongoing COVID-19 pandemic continue to evolve and impact global markets and demand for our products. 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.

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

•~~O&P–Americas and O&P–EAI results declined primarily due to a decline in olefin and polyolefins margins;~~

•~~I&D segment results declined~~2020, EBITDA increased largely due to margin ~~decreases primarily driven~~improvements in our O&P—Americas, O&P—EAI, I&D and Refining segments. While results improved for our I&D segment, this segment was impacted by lost volume in connection with downtime in our acetyls business. Increasing mobility has improved demand and margins for transportation fuels produced by our ~~intermediate chemicals~~Refining segment.

Strong business results and ~~oxyfuels~~the benefits of recent growth investments enabled us to repay $2,378 million of debt during the first nine months of 2021 and ~~related products businesses;~~an additional $650 million in October 2021. Additionally, we have resumed our share repurchase activity and

•~~Refining segment results declined due to lower refining margins and a $582~~ purchased approximately 1 million ~~non-cash impairment charge which was recognized~~shares for $89 million during the third ~~quarter of 2020.~~

~~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;~~

•~~In April 2020, issued $2,000 million of guaranteed senior notes to bolster liquidity. Net proceeds from the sale of the notes totaled $1,974 million;~~

quarter.

~~Table~~During the second quarter of ~~Contents~~

•~~In April 2020, repaid $500~~2021, we invested $104 million ~~outstanding under our Senior Revolving Credit Facility and $500 million outstanding under our U.S. Receivables Facility;~~

•~~Invested $472 million in our new 50/50 joint venture polyolefin complex in China with Liaoning Bora Enterprise Group using our polyolefin technologies;~~

•~~In October 2020, entered into a membership interest purchase agreement with Sasol Chemicals (USA) LLC~~ to purchase a ~~50 percent~~50% interest in a ~~newly formed~~ joint venture ~~Louisiana Integrated PolyEthylene JV LLC (“Louisiana Joint Venture”), for~~with the China Petroleum & Chemical Corporation which will construct a ~~total cash consideration of $2 billion;~~

•~~In October 2020, issued $3,900 million of Guaranteed Notes to be used to repay certain outstanding borrowings~~new propylene oxide and ~~fund a portion of the Louisiana Joint Venture purchase. Net proceeds from the sale of the notes totaled $3,848 million; and~~

•~~In October 2020, repaid $500 million outstanding under our Term Loan due 2022 and issued a notice to redeem all amounts outstanding on our Senior Notes due 2021 and Guaranteed Notes due 2022.~~styrene monomer unit in China.

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


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended September 30,				Nine Months Ended September 30,
Millions of dollars	Millions of dollars	2020		2019		2020		2019		Millions of dollars	2021		2020		2021		2020
Sales and other operating revenues	Sales and other operating revenues	$	6,776	$	8,722	$	19,816	$	26,548	Sales and other operating revenues	$	12,700	$	6,776	$	33,343	$	19,816
Cost of sales	Cost of sales	5,885		7,269		17,647		22,257		Cost of sales	10,109		5,885		26,463		17,647
Impairment of long-lived assets	Impairment of long-lived assets	582		—		582		—		Impairment of long-lived assets	—		582		—		582
Selling, general and administrative expenses	Selling, general and administrative expenses	259		303		842		892		Selling, general and administrative expenses	313		259		927		842
Research and development expenses	Research and development expenses	27		26		79		81		Research and development expenses	30		27		91		79
Operating income	Operating income	23		1,124		666		3,318		Operating income	2,248		23		5,862		666
Interest expense	Interest expense	(122)		(86)		(336)		(259)		Interest expense	(126)		(122)		(366)		(336)
Interest income	Interest income	3		5		10		16		Interest income	1		3		8		10
Other income, net		23		11		27		46
Other (expense) income, net										Other (expense) income, net	(12)		23		27		27
Income from equity investments	Income from equity investments	62		51		123		179		Income from equity investments	104		62		389		123
(Loss) income from continuing operations before income taxes		(11)		1,105		490		3,300
(Benefit from) provision for income taxes		(125)		136		(82)		508
Income (loss) from continuing operations before income taxes										Income (loss) from continuing operations before income taxes	2,215		(11)		5,920		490
Provision for (benefit from) income taxes										Provision for (benefit from) income taxes	452		(125)		1,028		(82)
Income from continuing operations	Income from continuing operations	114		969		572		2,792		Income from continuing operations	1,763		114		4,892		572
Loss from discontinued operations, net of tax	Loss from discontinued operations, net of tax	—		(4)		—		(7)		Loss from discontinued operations, net of tax	(1)		—		(1)		—
Net income	Net income	$	114	$	965	$	572	$	2,785	Net income	$	1,762	$	114	$	4,891	$	572

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RESULTS OF OPERATIONS

Revenues—Revenues ~~decreased~~increased by ~~$1,946~~$5,924 million, or ~~22%~~87%, in the third quarter of ~~2020~~2021 compared to the third quarter of ~~2019~~2020 and by ~~$6,732~~$13,527 million, or ~~25%~~68%, in the first nine months of ~~2020~~2021 compared to the first nine months of ~~2019.~~2020. Average sales prices in the third quarter and ~~the~~ first nine months 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 periods in ~~2019.~~2020. These ~~lower~~higher prices led to a ~~19%~~77% and ~~21% decrease~~63% increase in revenue in ~~the third quarter and the first nine months of 2020, respectively. Lower sales volumes resulted in a revenue decrease of 5% and 4% relative to~~ the third quarter and first nine months of ~~2019,~~2021, respectively. Higher sales volumes, driven by increased demand, resulted in a revenue increase of 10% and 3% in the third quarter and first nine months of 2021, respectively. Favorable foreign exchange impacts resulted in a revenue increase of 2% during the ~~third quarter~~first nine months of ~~2020.~~2021.

Cost of Sales—Cost of sales ~~decreased~~increased by ~~$1,384~~$4,224 million, or ~~19%~~72%, in the third quarter of ~~2020~~2021 compared to the third quarter of ~~2019~~2020 and by ~~$4,610~~$8,816 million, or ~~21%~~50%, in the first nine months of ~~2020~~2021 compared to the first nine months of ~~2019.~~2020, respectively. This ~~decrease~~increase primarily related to ~~lower~~higher feedstock and energy costs.

InDuring the first nine months of 2020, we recognized an LCM inventory valuation charge of $163 million related to the decline in market pricing for many of our raw material and finished goods inventories since December 31, 2019. During the third quarter of 2020, we recognized an LCM inventory valuation benefit of $160 million largely driven by the recovery of market pricing for many of our raw material and finished goods inventories during the quarter.

Impairment of Long-Lived Assets—~~We expect~~During the third quarter of 2020, we assessed the Houston refinery for impairment and determined that ~~prolonged reduction of travel~~the asset group carrying value exceeded its undiscounted estimated pre-tax cash flows and associated transportation fuels consumption resulting from the pandemic has created length in global fuel markets that will pressure refining profitability for an extended period of time. In addition, the refinery is expected to continue to be adversely affected by lower discounts for the heavy crude oil feedstocks thatfair value. As a result, we ~~utilize. Accordingly,~~recognized a non-cash impairment charge in the third quarter of 2020 ~~our Refining segment recognized a non-cash impairment charge~~ of $582 ~~million related to our Houston refinery.~~million.

Operating Income—Operating income ~~decreased~~increased by ~~$1,101~~$2,225 million, or ~~98%~~9,674%, in the third quarter of ~~2020~~2021 compared to the third quarter of ~~2019~~2020 and by ~~$2,652~~$5,196 million, or ~~80%~~780%, in the first nine months of ~~2020~~2021 compared to the first nine months of ~~2019. Operating income includes the effects of LCM inventory valuation charges and the non-cash impairment charge in our Refinery segment as noted above.~~

2020. In the third quarter of ~~2020,~~2021, operating income in our O&P–Americas, Refining, O&P–~~Americas, O&P–~~EAI, ~~and~~ I&D and Technology segments ~~declined~~increased by ~~$681~~$1,094 million, ~~$215~~$758 million, ~~$150~~$309 million, $67 million and ~~$134~~$43 million, respectively, relative to the third quarter of ~~2019.~~2020. The ~~declines~~increases were partially offset by ~~increases~~a decline of ~~$49 million and $28~~$22 million in our APS ~~and Technology segments~~segment in the third quarter of ~~2020~~2021 compared to the third quarter of ~~2019.~~

2020. In the first nine months of ~~2020,~~2021, operating income ~~declined across most of our segments, including $758 million, $710 million, $665 million, $346 million and $174 million declines~~ in our O&P–Americas, O&P–EAI, Refining, I&D, ~~O&P–EAI~~APS and ~~APS~~Technology segments increased by $2,831 million, $903 million, $731 million, $493 million, $196 million and $56 million, respectively, compared to the first nine months of ~~2019. The declines were partially offset by an increase of $10 million in our Technology segment in the first nine months of 2020 compared to the first nine months of 2019.~~

~~Income from Equity Investments~~— Income from our equity investments decreased $56 million, or 31%, in the first nine months of 2020 compared to the first nine months of 2019. The decline in the first nine months of 2020 compared to the first nine months of 2019 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��~~Segment Analysis section below.

Income from Equity Investments—Income from our equity investments increased $42 million, or 68%, in the third quarter of 2021 compared to the third quarter of 2020 and by $266 million, or 216%, in the first nine months of 2021 compared to the first nine months of 2020. The increase was primarily due to increases in our O&P–EAI segment driven primarily by higher margins due to increased demand.

Income Taxes—For interim tax reporting, we estimate an annual effective tax rate which is applied to the year-to-date ordinary income/(loss). Tax effects of significant unusual or infrequently occurring items are excluded from the estimated annual effective tax rate calculation and recognized in the interim period in which they occur. Our effective income tax rate ~~fluctuates based on, among other factors,~~for the third quarter of 2021 was 20.4% compared with 1,136.4% for the third quarter of 2020. Our effective income tax rate for the first nine months of 2021 was 17.4% compared with -16.7% for the first nine months of 2020. Changes in our effective income tax rate were primarily driven by changes in pre-tax income as well as a tax benefit recognized on the non-cash impairment of our Houston refinery in ~~countries with varying statutory~~the third quarter of 2020. Our income tax ~~rates,~~results are discussed further in Note 8 to the Consolidated Financial Statements.

Comprehensive Income—Comprehensive income increased by $1,443 million in the third quarter of 2021 compared to the third quarter of 2020 and by $4,683 million in the first nine months of 2021 compared to the first nine months of 2020. These changes ~~in valuation allowances,~~were primarily due to higher net income partially offset by the net unfavorable impacts of unrealized changes in foreign ~~exchange gains/losses,~~currency translation adjustments. Financial derivatives activity increased comprehensive income by $421 million in the ~~amount~~first nine months of ~~exempt~~2021 compared to the first nine months of 2020, and decreased comprehensive income ~~changes~~by $40 million in ~~unrecognized tax benefits associated with uncertain tax positions and changes in tax laws.~~the third quarter of 2021 compared to the third quarter of 2020.

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Our effective income tax rate for the three months ended September 30, 2020 was 1,136.4% compared with 12.3% for the three months ended September 30, 2019. In the third quarter of 2020, we recognized a tax benefit of $125 million, primarily from a non-cash impairment, resulting in a tax rate of 1,136.4% on our $11 million pre-tax loss.

Our effective income tax rate for the nine months ended September 30, 2020 was -16.7% compared with 15.4% for the nine months ended September 30, 2019. The lower effective tax rate for the nine months ended September 30, 2020 was primarily attributable to lower earnings largely from a non-cash impairment.~~This decreased pre-tax earnings increased the relative impact of our tax rate drivers, primarily exempt income (-28%) and to a lesser extent a tax benefit in relation to the CARES Act (-4%).~~

On March 27, 2020, the U.S. enacted the Coronavirus Aid, Relief, and Economic Security Act, also known as the “CARES Act,” which contains numerous income tax provisions and other stimulus measures. We anticipate that several of the tax measures will favorably impact our income tax on our Consolidated Financial Statements for the year ended December 31, 2020. Based on our analysis as of September 30, 2020, we recorded an overall tax benefit including the impact of an expected net operating loss carryback. We continue to assess the impact that the CARES Act will have on our Company.

We now believe that our effective tax rate for 2020 will be significantly lower than our previous estimate of less than mid-teens and due to uncertainty regarding the impact of the CARES Act and the timing of certain discrete events, we will not be providing updated guidance at this time.

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.

The Company operates in multiple jurisdictions with complex legal and tax regulatory environments and our tax returns are periodically audited or subjected to review by tax authorities. There continues to be increased attention to the tax practices of multinational companies, 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.

~~Table of Contents~~

~~Comprehensive Income~~

Comprehensive income decreased by $459 million in the third quarter of 2020 compared to the third quarter of 2019 and by $2,197 million in the first nine months of 2020 compared to the first nine months of 2019, primarily due to lower net income partially offset by foreign currency translation adjustment. In the third quarter of 2020, these decreases were partially offset by the favorable impacts of financial derivative instruments driven by periodic changes in benchmark interest rates and the dollar to euro exchange rate. In the first nine months of 2020, these decreases were supplemented by the cumulative unfavorable impacts of financial derivative instruments driven by periodic changes in benchmark interest rates and the dollar to euro exchange rate.

In the third quarter and first nine months of ~~2020,~~2021, the cumulative after-tax effects of our derivatives designated as cash flow hedges were net gains of ~~$75~~$35 million and ~~net losses of $289~~$132 million, respectively. Pre-tax gains of ~~$102~~$17 million and ~~pre-tax losses of $430~~$117 million related to forward-starting interest rate swaps were driven by periodic changes in benchmark interest rates in the third quarter and first nine months of ~~2020,~~2021, respectively. The fluctuations of the U.S. dollar against the euro and the periodic changes in benchmark interest rates, in the third quarter and first nine months of ~~2020 and periodic changes in benchmark interest rates~~2021, resulted in pre-tax ~~losses~~gains of ~~$101~~$63 million and ~~$23~~$127 million, respectively, related to our cross-currency swaps. Pre-tax ~~gains~~losses of ~~$89~~$60 million and ~~$81~~$128 million related to our cross-currency swaps were reclassified from Accumulated other comprehensive loss to Interest expense in the third quarter and first nine months of ~~2020,~~2021, respectively. The remaining change pertains to our commodity cash flow hedges.

In the first nine months of 2020, the cumulative after-tax effects of our derivatives designated as cash flow hedges were net losses of $289 million. Included in this amount, were pre-tax losses of $430 million related to forward-starting interest rate swaps, driven by the significant decline in benchmark interest rates in the first nine months of 2020, primarily due to changes in the economy impacting late in the first quarter of 2020.

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 ~~increased during~~weakened in the third quarter and the first nine months of ~~2020~~2021, resulting in ~~gains~~net losses reflected in the Consolidated Statements of Comprehensive Income. The net losses related to unrealized changes in foreign currency translation impacts include pre-tax gains of $72 million and $147 million in the third quarter and first nine months of 2021, respectively, which represent the effective portion of our net investment hedges.

In the first nine months of 2020, relative to the U.S. dollar, the value of the euro increased resulting in net gains in the Consolidated Statements of Comprehensive Income. The net gains related to unrealized changes in foreign currency translation impacts were partially offset by pre-tax losses of ~~$62 million and~~ $60 million in ~~the third quarter and~~ the first nine months of 2020, ~~respectively,~~ which represent the effective portion of our net investment hedges. Additionally, during the first nine months of 2020 we recognized unrealized foreign currency translation losses of $75 million resulting from the decrease in the value of the Mexican peso and the Brazilian real.

Relative to the U.S. dollar, the value of the euro decreased during the third quarter and first nine months of 2019 resulting in losses as reflected in the Consolidated Statements of Comprehensive Income. The net losses attributable to unrealized changes in foreign currency translation impacts include pre-tax gains of $65 million and $68 million in the third quarter and first nine months of 2019, respectively, which represent the effective portion of our net investment hedges.

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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 1412 to our Consolidated Financial Statements.

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

Three Months Ended
September 30, Nine Months Ended
September 30,
Millions of dollars 2020 2019 2020 2019
Sales and other operating revenues:
O&P–Americas segment $ 1,840 $ 2,137 $ 5,065 $ 6,362
O&P–EAI segment 1,982 2,309 5,908 7,349
I&D segment 1,538 2,046 4,465 6,002
APS segment 1,004 1,186 2,805 3,783
Refining segment 1,101 2,134 3,468 6,196
Technology segment 193 146 492 460
Other, including intersegment eliminations (882) (1,236) (2,387) (3,604)
Total $ 6,776 $ 8,722 $ 19,816 $ 26,548
Operating income (loss):
O&P–Americas segment $ 309 $ 524 $ 654 $ 1,412
O&P–EAI segment 52 202 268 614
I&D segment 180 314 335 1,000
APS segment 116 67 103 277
Refining segment (733) (52) (931) (221)
Technology segment 101 73 252 242
Other, including intersegment eliminations (2) (4) (15) (6)
Total $ 23 $ 1,124 $ 666 $ 3,318
Depreciation and amortization:
O&P–Americas segment $ 134 $ 118 $ 391 $ 350
O&P–EAI segment 55 51 161 156
I&D segment 79 75 223 221
APS segment 40 32 123 91
Refining segment 40 41 131 128
Technology segment 10 10 27 31
Total $ 358 $ 327 $ 1,056 $ 977


	Three Months Ended September 30,				Nine Months Ended September 30,
Millions of dollars	2021		2020		2021		2020
Sales and other operating revenues:
O&P–Americas segment	$	4,408	$	1,840	$	10,990	$	5,065
O&P–EAI segment	3,458		1,982		9,960		5,908
I&D segment	2,894		1,538		7,246		4,465
APS segment	1,286		1,004		3,892		2,805
Refining segment	2,288		1,101		5,359		3,468
Technology segment	238		193		586		492
Other, including intersegment eliminations	(1,872)		(882)		(4,690)		(2,387)
Total	$	12,700	$	6,776	$	33,343	$	19,816
Operating income (loss):
O&P–Americas segment	$	1,403	$	309	$	3,485	$	654
O&P–EAI segment	361		52		1,171		268
I&D segment	247		180		828		335
APS segment	94		116		299		103
Refining segment	25		(733)		(200)		(931)
Technology segment	144		101		308		252
Other, including intersegment eliminations	(26)		(2)		(29)		(15)
Total	$	2,248	$	23	$	5,862	$	666
Depreciation and amortization:
O&P–Americas segment	$	142	$	134	$	427	$	391
O&P–EAI segment	47		55		150		161
I&D segment	103		79		264		223
APS segment	28		40		83		123
Refining segment	20		40		58		131
Technology segment	11		10		34		27
Total	$	351	$	358	$	1,016	$	1,056
Income (loss) from equity investments:
O&P–Americas segment	$	29	$	15	$	94	$	24
O&P–EAI segment	66		40		263		88
I&D segment	9		7		32		12
APS segment	—		—		—		(1)
Total	$	104	$	62	$	389	$	123

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		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended September 30,				Nine Months Ended September 30,
Millions of dollars	Millions of dollars	2020		2019		2020		2019		Millions of dollars	2021		2020		2021		2020
Income (loss) from equity investments:
O&P–Americas segment		$	15	$	12	$	24	$	35
O&P–EAI segment		40		36		88		139
I&D segment		7		1		12		5
APS segment		—		2		(1)		—
Total		$	62	$	51	$	123	$	179
Other income (loss), net:
Other (expense) income, net:										Other (expense) income, net:
O&P–Americas segment	O&P–Americas segment	$	16	$	(1)	$	19	$	7	O&P–Americas segment	$	(6)	$	16	$	5	$	19
O&P–EAI segment	O&P–EAI segment	1		2		5		9		O&P–EAI segment	—		1		10		5
I&D segment	I&D segment	1		—		1		2		I&D segment	(11)		1		2		1
APS segment	APS segment	1		1		1		2		APS segment	(1)		1		3		1
Refining segment	Refining segment	1		5		1		6		Refining segment	(4)		1		(8)		1

Technology segment										Technology segment	—		—		(1)		—
Other, including intersegment eliminations	Other, including intersegment eliminations	3		4		—		20		Other, including intersegment eliminations	10		3		16		—
Total	Total	$	23	$	11	$	27	$	46	Total	$	(12)	$	23	$	27	$	27
EBITDA:	EBITDA:									EBITDA:
O&P–Americas segment	O&P–Americas segment	$	474	$	653	$	1,088	$	1,804	O&P–Americas segment	$	1,568	$	474	$	4,011	$	1,088
O&P–EAI segment	O&P–EAI segment	148		291		522		918		O&P–EAI segment	474		148		1,594		522
I&D segment	I&D segment	267		390		571		1,228		I&D segment	348		267		1,126		571
APS segment	APS segment	157		102		226		370		APS segment	121		157		385		226
Refining segment	Refining segment	(692)		(6)		(799)		(87)		Refining segment	41		(692)		(150)		(799)
Technology segment	Technology segment	111		83		279		273		Technology segment	155		111		341		279
Other, including intersegment eliminations	Other, including intersegment eliminations	1		—		(15)		14		Other, including intersegment eliminations	(16)		1		(13)		(15)
Total	Total	$	466	$	1,513	$	1,872	$	4,520	Total	$	2,691	$	466	$	7,294	$	1,872

~~Table of Contents~~

Olefins and Polyolefins–Americas Segment

Overview—EBITDA ~~declined~~improved in the third quarter and first nine months of ~~2020~~2021 relative to the third quarter and first nine months of ~~2019 due to lower~~2020 driven by olefin and polyolefin ~~margins in challenging market conditions arising from a low oil price environment and the impact of COVID-19.~~margin improvements.

Ethylene Raw Materials—We have flexibility to vary the raw material mix and process conditions in our U.S. olefins plants in order to maximize profitability as market prices fluctuate for both feedstocks and products. Although prices of crude-based liquids and natural gas liquids are generally related to crude oil and natural gas prices, during specific periods the relationships among these materials and benchmarks may vary significantly. ~~Strong supplies from U.S. shale oil and gas in conjunction with the return of U.S. ethane feedstock advantages in June 2020 resulted in ethane being a preferred feedstock in our U.S. plants.~~ In the third quarter and first nine months of 2021 and 2020 approximately 60% of the raw materials used in our North American crackers was ~~ethane compared to approximately 50-55% in the comparable periods of 2019.~~ethane.

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
September 30, Nine Months Ended
September 30,
Millions of dollars 2020 2019 2020 2019
Sales and other operating revenues $ 1,840 $ 2,137 $ 5,065 $ 6,362
Income from equity investments 15 12 24 35
EBITDA 474 653 1,088 1,804


	Three Months Ended September 30,				Nine Months Ended September 30,
Millions of dollars	2021		2020		2021		2020
Sales and other operating revenues	$	4,408	$	1,840	$	10,990	$	5,065
Income from equity investments	29		15		94		24
EBITDA	1,568		474		4,011		1,088

Table of Contents

Revenues—Revenues for our O&P–Americas segment ~~decreased~~increased by ~~$297~~$2,568 million, or ~~14%~~140%, in the third quarter of ~~2020~~2021 compared to the third quarter of ~~2019~~2020 and by ~~$1,297~~$5,925 million, or ~~20%~~117%, in the first nine months of ~~2020~~2021 compared to the first nine months of ~~2019.~~

~~Average~~2020. Higher average sales prices ~~were lower~~resulted in a 120% and 103% increase in revenue in the third quarter and first nine months of ~~2020 compared to the third quarter and first nine months of 2019 due to the lower oil price environment and the impact of COVID-19. These lower sales prices were responsible for~~2021, respectively, primarily driven by tight market conditions. Volume improvements resulted in a revenue ~~decrease~~increase of ~~14%~~20% and ~~24%~~14% in the third quarter and first nine months of ~~2020, respectively. Volume increases resulted~~2021, respectively, due to improved demand in ~~a revenue increase of 4% in the first nine months of 2020.~~combination with industry-wide supply constraints.

EBITDA—EBITDA ~~decreased~~increased by ~~$179~~$1,094 million, or ~~27%~~231%, in the third quarter of ~~2020~~2021 compared to the third quarter of ~~2019~~2020 and by ~~$716~~$2,923 million, or ~~40%~~269%, in the first nine months of ~~2020~~2021 compared to the first nine months of ~~2019.~~

~~Lower~~2020. Higher olefin results led to a ~~21%~~123% and ~~16% decline~~164% increase in EBITDA in the third quarter and first nine months of ~~2020, respectively,~~2021, respectively. This increase was primarily due to ~~lower co-product prices. Polyethylene results declined resulting~~margin improvements as higher ethylene and propylene prices outpaced increases in ~~a 14% decrease in EBITDA in the first nine months of 2020. This decrease was driven by a $162 per ton reduction in price spreads over ethylene in the first nine months of 2020. Polypropylene~~feedstock costs. Higher polyethylene results led to a 6%69% and ~~7% decrease~~60% increase in EBITDA in the third quarter and first nine months of ~~2020,~~2021, respectively, ~~largely due~~while polypropylene results led to a ~~decline~~43% and 36% increase in ~~margins attributed to lower price spreads over propylene of $97 and $106 per ton,~~EBITDA in the third quarter and first nine months of ~~2020, respectively, and the impact of Hurricane Laura in August 2020.~~2021, respectively. These improvements were primarily due to polyolefin sales price increases which outpaced higher feedstock costs.

Third quarter of 2020 results include an LCM inventory valuation benefit of $70 million, or ~~11%~~15%, related to the reversal of an LCM inventory valuation charge recognized earlier in the year. These benefits were largely driven by recovery of market prices of ethylene and polymers.

Results also include a LIFO inventory charge of ~~$61~~$61 million which was recognized in the third quarter of ~~2020, reducing EBITDA by 9% and 3%~~2020. The absence of similar adjustments in the third quarter and first nine months of ~~2020,~~2021 resulted in a 13% and 6% change in EBITDA, respectively.

Olefins and Polyolefins–Europe, Asia, International Segment

Overview—EBITDA increased for the third quarter and first nine months of ~~2020 decreased compared~~2021 relative to the third quarter and first nine months of ~~2019~~2020 mainly as a result of ~~lower olefin~~higher margins and ~~polypropylene margins.~~equity income.

While the majority of the feedstock used in our EAI segment’s ethylene crackers is naphtha, in the third quarter and first nine months of 2021 and 2020 approximately 35% of the raw materials used in our crackers were advantaged feedstocks, which consisted primarily of butane and hydrowax.

~~Table of Contents~~

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 September 30,				Nine Months Ended September 30,					Three Months Ended September 30,				Nine Months Ended September 30,
Millions of dollars	Millions of dollars	2020		2019		2020		2019		Millions of dollars	2021		2020		2021		2020
Sales and other operating revenues	Sales and other operating revenues	$	1,982	$	2,309	$	5,908	$	7,349	Sales and other operating revenues	$	3,458	$	1,982	$	9,960	$	5,908
Income from equity investments	Income from equity investments	40		36		88		139		Income from equity investments	66		40		263		88
EBITDA	EBITDA	148		291		522		918		EBITDA	474		148		1,594		522

Revenues—Revenues ~~decreased~~increased by ~~$327~~$1,476 million, or ~~14%~~74%, in the third quarter of ~~2020~~2021 compared to the third quarter of ~~2019~~2020 and by ~~$1,441~~$4,052 million, or ~~20%~~69%, in the first nine months of ~~2020~~2021 compared to the first nine months of ~~2019.~~

2020. Average sales prices in the third quarter and first nine months 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 ~~comparative periods~~same period in ~~2019.~~2020. These ~~lower~~higher average sales prices were responsible for a revenue ~~decreases~~increase of ~~20%~~65% and ~~21%~~53% in the third quarter and first nine months of ~~2020,~~2021, respectively. Volume improvements resulted in a revenue ~~increases~~increase of 2%8% and 1%11% in the third quarter and first nine months of ~~2020, respectively. Foreign~~2021, respectively, primarily due to strong demand in combination with tight market supply. Favorable foreign exchange impacts ~~which on average, were favorable~~ resulted in a revenue increase of 4%1% and 5% in the third quarter and first nine months of 2021, respectively.

Table of Contents

EBITDA—EBITDA increased by $326 million, or 220%, in the third quarter of ~~2020.~~

~~EBITDA—EBITDA decreased in the third quarter of 2020 by $143 million, or 49%,~~2021 compared to the third quarter of ~~2019~~2020 and by ~~$396~~$1,072 million, or ~~43%~~205%, in the first nine months of ~~2020~~2021 compared to the first nine months of ~~2019~~.

~~Lower olefins~~2020. Polyethylene results led to a ~~40%~~86% and ~~17% decrease~~78% increase in EBITDA in the third quarter and first nine months of ~~2020,~~2021, respectively, ~~primarily driven by lower margins attributable to decreased ethylene prices. Polypropylene~~while polypropylene results led to a ~~14%~~72% and ~~11% decrease~~64% increase in EBITDA in the third quarter and first nine months of ~~2020, respectively,~~2021, respectively; these improvements were largely attributed to higher margins due to ~~a decline in margins attributed~~strong demand and tight markets. Higher olefins results led to a ~~reduction~~55% and 16% increase in ~~price spreads over propylene by $47 and $35 per ton,~~EBITDA in the third quarter and first nine months of ~~2020, respectively.~~

~~Lower~~2021, respectively, primarily driven by higher margins attributable to increased ethylene and co-product prices which outpaced higher feedstock costs. Higher income from our equity investments led to ~~decreases~~increases in EBITDA of 6%18% and 34% in the third quarter and first nine months of 2021, respectively, mainly attributable to higher polyolefins margins associated with increased demand.

Results for the first nine months of 2020 ~~mainly attributable to lower margins from our joint ventures in Saudi Arabia and Asia.~~

~~EBITDA decreased by~~included a $53 million ~~or 6% in the first nine months of 2020 compared to 2019 due to~~ LCM inventory valuation ~~charges resulting from~~charge primarily driven by a decline in the price of naphtha and polymers. ~~During~~Results in the third quarter of 2020 ~~EBITDA increased by~~included a $17 million ~~or 6% resulting from~~LCM inventory valuation benefit related to the reversal of LCM inventory valuation charges recognized in the first half of 2020, largely driven by recovery of market prices of naphtha and polymers during the quarter. ~~Unfavorable foreign exchange impacts resulted~~The absence of similar adjustments in ~~a 4% decline in EBITDA in~~the first nine months and the third quarter of ~~2020.~~2021 resulted in a 10% and 11% change in EBITDA, respectively.

Intermediates and Derivatives Segment

Overview—EBITDA ~~for our I&D segment was lower~~increased in the third quarter and first nine months of ~~2020~~2021 compared to the third quarter and first nine months of ~~2019, largely~~2020, primarily driven by ~~margin erosion~~higher margins across most businesses due to ~~the impacts of COVID-19.~~tight market supply from industry outages coupled with strong demand recovery.

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 September 30,				Nine Months Ended September 30,					Three Months Ended September 30,				Nine Months Ended September 30,
Millions of dollars	Millions of dollars	2020		2019		2020		2019		Millions of dollars	2021		2020		2021		2020
Sales and other operating revenues	Sales and other operating revenues	$	1,538	$	2,046	$	4,465	$	6,002	Sales and other operating revenues	$	2,894	$	1,538	$	7,246	$	4,465
Income from equity investments	Income from equity investments	7		1		12		5		Income from equity investments	9		7		32		12
EBITDA	EBITDA	267		390		571		1,228		EBITDA	348		267		1,126		571

Revenues—Revenues increased by $1,356 million, or 88%, in the third quarter of 2021 compared to the third quarter of 2020 and by $2,781 million, or 62% in the first nine months of 2021 compared to the first nine months of 2020. Higher average sales prices resulted in a 82% and 61% increase in revenue in the third quarter and first nine months of 2021, respectively, as sales prices generally correlate with crude oil prices, which on average, increased compared to the same periods in 2020. Sales volumes increased in the third quarter of 2021 resulting in a 6% increase in revenue, due to improved demand for oxyfuels and related products as well as intermediate chemicals. Sales volumes declined in the first nine months of 2021 resulting in a 1% decrease in revenue due to the impact of unusually cold temperatures and associated electrical power outages that led to shutdowns of our manufacturing facilities in Texas in early 2021. Favorable foreign exchange impacts resulted in a revenue increase of 2% in the first nine months of 2021.

EBITDA—EBITDA increased by $81 million, or 30%, in the third quarter of 2021 compared to the third quarter of 2020 and by $555 million, or 97%, in the first nine months of 2021 compared to the first nine months of 2020. Results for the third quarter and first nine months of 2021 declined 10% and 5%, respectively, due to site closure costs associated with the exit of our ethanol business. Propylene oxide and derivatives results increased by 55% and 58% in the third quarter and first nine months of 2021, respectively. This increase was primarily a result of higher margins due to strong demand recovery coupled with tight market supply resulting from industry outages. Intermediate chemicals results declined 7% during the third quarter of 2021, driven by lower volumes primarily in connection with downtime at our acetyls facilities in La Porte, Texas. Intermediate chemicals results increased 20% during the first nine months of 2021 due to improved margins driven by higher demand and tight market conditions. Oxyfuels and related products results increased 18% and 13% in the third quarter and first nine months of 2021, respectively, primarily driven by margin improvement as a result of improved demand and higher gasoline prices.

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~~Revenues—Revenues decreased by $508 million, or 25%, in the third quarter of 2020 compared to the third quarter of 2019 and by $1,537 million, or 26%, in~~Results for the first nine months of 2020 ~~compared to the first nine months of 2019.~~

~~Lower average sales prices in the third quarter and first nine months of 2020 for most products, which reflect the impacts of lower feedstock and energy costs and lower demand, were responsible for~~included a revenue decrease of 22% and 21%, respectively. Lower sales volumes driven by decreased demand due to the impacts of COVID-19 in the third quarter and first nine months of 2020 resulted in a 4% and 5% decrease in revenues, respectively. Favorable foreign exchange impacts increased EBITDA by 1% in the third quarter of 2020.

~~EBITDA~~—EBITDA decreased $123 million, or 32%, in the third quarter of 2020 compared to the third quarter of 2019 and by $657 million, or 54% in the first nine months of 2020 compared to the first nine months of 2019 primarily driven by lower margins across most businesses.

Oxyfuels and related products results declined, resulting in a 44% and 24% decrease in EBITDA in the third quarter and first nine months of 2020, respectively. The decline was a result of lower margins due to lower gasoline prices and higher feedstock prices relative to crude oil prices driven by impacts of the COVID-19 pandemic. Declines in intermediate chemicals results led to an EBITDA decrease of 19% in the first nine months of 2020. This decrease was a result of lower margins as market supply increased and demand weakened in 2020.

~~Results of our I&D segment were further reduced by~~ $76 million ~~or 6%, in the first nine months of 2020 due to an~~ LCM inventory valuation charge ~~resulting from~~primarily driven by a decline in the price of various gasoline blending components, benzene and styrene since December 31, 2019. Results in the third quarter ~~benefit by~~of 2020 included a $22 million ~~or 6%, due to an~~ LCM inventory valuation benefit ~~resulting from~~related to the reversal of LCM inventory valuation charges recognized in the first half of 2020 driven by price improvements for various gasoline blending components since the second quarter of 2020. The absence of similar adjustments in the first nine months and third quarter of 2021 resulted in a 13% and 8% change in EBITDA, respectively.

Advanced Polymer Solutions Segment

Overview—EBITDA for our APS segment ~~increased~~decreased in the third quarter of ~~2020~~2021 relative to the third quarter of ~~2019,~~2020 primarily due to ~~lower integration costs related to~~ the ~~acquisition~~absence of ~~A. Schulman, and decreased~~LCM inventory valuation benefits recognized in the third quarter of 2020. Results increased in the first nine months of ~~2020~~2021 relative to the first nine months of ~~2019,~~2020, primarily due to ~~lower~~higher compounding and solutions volumes.

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


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended September 30,				Nine Months Ended September 30,
Millions of dollars	Millions of dollars	2020		2019		2020		2019		Millions of dollars	2021		2020		2021		2020
Sales and other operating revenues	Sales and other operating revenues	$	1,004	$	1,186	$	2,805	$	3,783	Sales and other operating revenues	$	1,286	$	1,004	$	3,892	$	2,805
Income (loss) from equity investments	Income (loss) from equity investments	—		2		(1)		—		Income (loss) from equity investments	—		—		—		(1)
EBITDA	EBITDA	157		102		226		370		EBITDA	121		157		385		226

Revenues—Revenues ~~decreased~~increased by ~~$182~~$282 million, or ~~15%~~28%, in the third quarter of ~~2020~~2021 compared to the third quarter of ~~2019~~2020 and by ~~$978~~$1,087 million, or ~~26%~~39%, in the first nine months of ~~2020~~2021 compared to the first nine months of ~~2019.~~

~~Sales volumes declined~~2020. Average sales price increased resulting in ~~the third quarter~~a 34% and ~~first nine months of 2020 stemming from lower market demand for compounding and solutions, including lower automotive and construction demand, which led to a 10% and 21% decrease~~23% increase in revenue in the third quarter and first nine months of ~~2020, respectively. Average~~2021, respectively, as sales prices ~~also declined~~generally correlate with crude oil prices, which on average, increased compared to the same periods in 2020. Sales volumes decreased in the third quarter of 2021 resulting in a 9%7% decrease in revenue stemming from lower automotive demand in the third quarter on prolonged shortages of semi-conductors across the industry. Sales volumes increased in the first nine months of 2021 resulting in a 10% increase in revenue stemming from higher automotive and ~~5% decline~~construction demand over the nine month period. Foreign exchange impacts resulted in a revenue increase of 1% and 6% in the third quarter and first nine months of ~~2020, respectively. Foreign exchange impacts resulted~~2021, respectively, relative to the comparable periods in ~~a revenue increase of 4% in the third quarter of~~ 2020.

EBITDA—EBITDA ~~increased $55~~decreased by $36 million, or ~~54%~~23%, in the third quarter of ~~2020~~2021 compared to the third quarter of ~~2019~~2020 and ~~decreased~~increased by ~~$144~~$159 million, or ~~39%~~70%, in the first nine months of ~~2020~~2021 compared to the first nine months of ~~2019.~~2020.

~~Table~~Results for the first nine months of ~~Contents~~

~~The increase~~2020 included a $29 million LCM inventory valuation charge primarily resulting from a decline in ~~EBITDA~~the price of polymers. Results in the third quarter of 2020 ~~compared~~also include a $40 million LCM inventory valuation benefit related to the reversal of LCM inventory valuation charges recognized in the first half of 2020 resulting from recovery of market prices of polymers. The absence of similar adjustments in the first nine months and third quarter of ~~2019 was attributable to lower integration costs related to the acquisition of A. Schulman resulting~~2021 resulted in ~~an increase of $37 million, or 36%, offset by~~ a ~~18% decline~~13% and 25% change in ~~advanced polymers results which were driven by lower margins.~~EBITDA, respectively.

~~Decreased compounding~~Compounding and solutions results led to an EBITDA ~~decrease~~increase of ~~31%~~28% in the first nine months of ~~2020. This decrease was attributable~~2021, primarily due to ~~lower~~higher volumes driven by ~~reduced~~higher demand. Increased advanced polymer results led to an EBITDA increase of 16% in the first nine months of 2021 due to higher volumes driven by increased demand for our products utilized in the automotive and construction end markets which were impacted by the COVID-19 pandemic. This decrease was offset by an increase in EBITDA of $43 million, or 12%, due to lower integration costs related to the acquisition of A. Schulman in the first nine months of 2020.

EBITDA further decreased by $29 million, or 8%, in the first nine months of 2020 compared to the first nine months of 2019 due to an LCM inventory valuation charge resulting from a decline in the price of polymers. markets. During the third quarter of ~~2020, EBITDA increased $40 million, or 39%, largely~~2021, margin improvements in our advanced polymers business, driven by higher price spreads, resulted in an 8% increase in results. This increase was completely offset by lower compounding and solutions volumes due to ~~an LCM inventory valuation benefit resulting from recovery~~constrained production in automotive, appliance and other end markets as a result of ~~market prices~~semiconductor shortages.

Table of ~~polymers.~~ ~~Favorable foreign exchange impacts increased EBITDA by 4% in the third quarter.~~Contents

Refining Segment

Overview—EBITDA ~~for our Refining segment decreased~~increased in the third quarter and first nine months of ~~2020~~2021 relative to the third quarter and first nine months of ~~2019 primarily~~2020 due to ~~lower~~higher margins and the absence of a non-cash impairment charge ~~of $582 million~~ recognized during the third ~~quarter.~~

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. “Brent” is a light sweet crude oil and is one of the main benchmark prices for purchases of oil worldwide. “Maya” is a heavy sour crude oil grade produced in Mexico that is a relevant benchmark for heavy sour crude oils in the U.S. Gulf Coast market. References to industry benchmarks for refining market margins are to industry prices reported by Platts, a division of S&P Global.


	Three Months Ended September 30,				Nine Months Ended September 30,
Millions of dollars	2021		2020		2021		2020
Sales and other operating revenues	$	2,288	$	1,101	$	5,359	$	3,468
EBITDA	41		(692)		(150)		(799)

Thousands of barrels per day
Heavy crude oil processing rates	260		216		220		226

Market margins, dollars per barrel
Brent - 2-1-1	$	16.10	$	5.71	$	14.00	$	5.86
Brent - Maya differential	7.01		4.18		5.97		7.61
Total Maya 2-1-1	$	23.11	$	9.89	$	19.97	$	13.47

Three Months Ended
September 30, Nine Months Ended
September 30,
Millions of dollars 2020 2019 2020 2019
Sales and other operating revenues $ 1,101 $ 2,134 $ 3,468 $ 6,196
EBITDA (692) (6) (799) (87)
Thousands of barrels per day
Heavy crude oil processing rates 216 264 226 261
Market margins, dollars per barrel
Brent - 2-1-1 $ 5.71 $ 12.75 $ 5.86 $ 11.29
Brent - Maya differential 4.18 5.36 7.61 5.58
Total Maya 2-1-1 $ 9.89 $ 18.11 $ 13.47 $ 16.87

Revenues—Revenues ~~decreased~~increased by ~~$1,033~~$1,187 million, or ~~48%~~108%, in the third quarter of ~~2020~~2021 compared to the third quarter of ~~2019~~2020 and by ~~$2,728~~$1,891 million, or ~~44%~~55%, in the first nine months of ~~2020~~2021 compared to the first nine months of ~~2019.~~

~~Lower~~2020. Higher product prices led to a revenue ~~decrease~~increase of ~~32%~~95% and ~~36%~~63% in the third quarter and first nine months of 2021, respectively, due to an average Brent crude oil price increase of approximately $30 and $25 per barrel in the third quarter and first nine months of 2021, respectively. Sales volumes increased in the third quarter of 2021 resulting in a 13% increase in revenue due to improved demand. In the first nine months of 2021, revenue decreased 8% as a result of a decline in volumes 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 in early 2021.

EBITDA—EBITDA increased by $733 million, or 106%, in the third quarter of 2021 compared to the third quarter of 2020 and by $649 million, or 81%, in the first nine months of 2021 compared to the first nine months of 2020. During the third quarter of 2020, we recognized a non-cash impairment charge of $582 million relating to our Houston refinery’s asset group with no corresponding charge in the third quarter and first nine months of 2021. The absence of a similar charge in the third quarter and first nine months of 2021 resulted in a 84% and 73% change in EBITDA, respectively. The remaining increase in EBITDA was primarily driven by margin improvements in the third quarter and first nine months of 2021. Margins improved due to an increase in the Maya 2-1-1 market margin resulting from higher demand for refined products. The first nine months of 2021 were also impacted by the absence of unplanned outages at our fluid catalytic cracking unit in 2021, which restricted the yield of higher-margin refined products in the first two quarters of 2020. This was partially offset by margin declines driven by unfavorable by-product crack spreads of $7 per barrel, higher costs of Renewable Identification Numbers (“RINs”) of approximately $1 per gallon and the absence of $60 million of favorable mark-to-market gains on hedges recognized in the first nine months of 2020.

Table of Contents

We are currently weighing strategic options for our Refining segment, including a potential sale of our Houston refinery. While the refinery is a valuable asset, we believe that it may be even more valuable as part of a larger refining system. Any strategic option pursued for the Houston refinery remains subject to the approval of our Board of Directors and, assuming such approval is obtained, may require certain regulatory approvals or other closing conditions.

Technology Segment

Overview—EBITDA increased in the third quarter and first nine months of 2021 relative to the third quarter and first nine months of ~~2019, respectively, due to an average crude oil price decrease of approximately $18 per barrel in the third quarter of~~ 2020 and $23 per barrel in the first nine months of 2020. Heavy crude oil processing rates decreased during the third quarter and first nine months of 2020, leading to a decrease in overall sales volumes of 16% and 8%, respectively. Rates on conversion units were lower due to an unplanned outage at our fluid catalytic cracking unit during the first two quarters of 2020, as well as crude selection and the optimization of refinery operations.

~~Table of Contents~~

~~EBITDA~~—EBITDA decreased by $686 million in the third quarter of 2020 compared to the third quarter of 2019 and decreased by $712 million in the first nine months of 2020 compared to the first nine months of 2019.

We expect a prolonged period of reduced demand and compressed margins that will decrease profitability for transportation fuels produced by our Houston refinery. The lower profitability is primarily a result of the impacts of the COVID-19 pandemic and associated reductions in mobility affecting the global economy. In addition, the refinery is expected to continue to be adversely affected by lower discounts for the heavy crude oil feedstocks that we utilize. Due to these trends we assessed the Houston refinery for impairment and recognized a non-cash impairment charge in the third quarter of 2020 of $582 million. Refer to Note 4 to our Consolidated Financial Statements. Accordingly, we plan to operate the refinery at approximately 80 percent of nameplate crude throughput during the fourth quarter of 2020. In efforts to manage costs within the segment, we are deferring non-safety related discretionary activities and reducing the employee workforce by approximately 10 percent through early retirements and potential worker re-deployments to our other facilities. We are also evaluating options with regard to procuring crude oil and optimizing production from the asset.

~~Results in the third quarter of 2020 also include LCM inventory valuation benefits of $11 million as market prices for refined products recovered during the quarter.~~

Margin declines in the third quarter and first nine months of 2020 represents approximately four-fifths and two-thirds of the remaining decrease, respectively. This decline was primarily due to a 45% and 20% decrease in the Maya 2-1-1 market margin in the third quarter and first nine months of 2020, relative to the comparable periods in 2019, driven primarily by lower refined product cracks. The remaining decrease in EBITDA in the third quarter and first nine months of 2020 was due to lower heavy crude oil processing rates driven by ~~lower demand for refined products as well as unplanned outage at our fluid catalytic cracking unit in the first two quarters of 2020.~~

~~Technology Segment~~

~~Overview—EBITDA for our Technology segment increased in the third quarter of 2020 compared to the third quarter of 2019, primarily due to~~ higher licensing ~~revenues. EBITDA also improved in the first nine months of 2020 compared to the first nine months of 2019 driven by improved catalysts results.~~revenues and catalyst volumes.

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


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended September 30,				Nine Months Ended September 30,
Millions of dollars	Millions of dollars	2020		2019		2020		2019		Millions of dollars	2021		2020		2021		2020
Sales and other operating revenues	Sales and other operating revenues	$	193	$	146	$	492	$	460	Sales and other operating revenues	$	238	$	193	$	586	$	492
EBITDA	EBITDA	111		83		279		273		EBITDA	155		111		341		279

~~Revenues—~~

Revenues—Revenues increased by ~~$47~~$45 million, or ~~32%~~23%, in the third quarter of ~~2020~~2021 compared to the third quarter of ~~2019~~2020 and by ~~$32~~$94 million, or 7%19%, in the first nine months of ~~2020~~2021 compared to the first nine months of ~~2019.~~

~~Higher licensing revenues resulted in a revenue increase of 24% in the third quarter of 2020 compared to the third quarter of 2019.~~2020. Higher catalyst volumes resulted in a 3%8% and 5%6% increase ~~in revenue~~ in the third quarter and first nine months of ~~2019, respectively. The increase in the first nine months of 2020 was~~2021, respectively, primarily driven by ~~increased orders as customers were likely securing inventory early during the pandemic. Increases~~strong demand. Changes in average catalyst sales ~~prices~~price resulted in a revenue ~~increases~~increase of 2%15% and 4% in ~~both~~ the third quarter and first nine months of ~~2020. Foreign exchange impacts, which on average, were favorable led to a revenue increase of~~2021, respectively. Licensing revenues increased by 3% in the ~~third quarter~~first nine months of ~~2020.~~2021. Favorable foreign exchange impacts increased revenue by 6% in the first nine months of 2021.

~~EBITDA—~~

EBITDA—EBITDA increased by ~~$28~~$44 million, or ~~34%~~40%, in the third quarter of ~~2020~~2021 compared to the third quarter of ~~2019 primarily due to higher licensing revenues as more contracts reached significant milestones in the third quarter of~~ 2020 ~~compared to the third quarter of 2019. EBITDA~~and increased by $6$62 million, or 2%22%, in the first nine months of ~~2020~~2021 compared to the first nine months of ~~2019 largely due to~~2020. EBITDA improvements in the third quarter and first nine months of 2021 were driven by higher ~~catalyst demand.~~licensing revenue driven by more contracts reaching significant milestones. Favorable foreign exchange impacts resulted in an EBITDA increase of 1% and 5% in the third quarter and in the first nine months of 2021, respectively.

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FINANCIAL CONDITION

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


		Nine Months Ended September 30,					Nine Months Ended September 30,
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	$	2,661	$	3,719	Operating activities	$	4,616	$	2,661
Investing activities	Investing activities	(2,307)		(1,210)		Investing activities	(797)		(2,307)
Financing activities	Financing activities	1,192		(2,382)		Financing activities	(3,627)		1,192

Operating Activities—Cash provided by operating activities of $~~2,661~~4,616 million ~~generated~~ in the first nine months 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 nine months of 2021, the main components of working capital used $1,517 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 across most businesses primarily driven by higher sales volumes along with higher average sales prices. The increase in Inventories was primarily due to an increase in raw material costs coupled with the replenishment of inventory levels to support anticipated business demands. The increase in Accounts payable was primarily driven by increased raw material costs.

Other operating activities in 2021 includes the effects of changes in income tax accruals, primarily driven by the increased pretax income, partially offset by income tax payments made during the period.

Cash provided by operating activities of $2,661 million in the first nine months of 2020 reflected earnings adjusted for non-cash items, payments for employee bonuses, income taxes, and cash provided by the main components of working ~~capital—Accounts receivable, Inventories and Accounts payable.~~capital.

In the first nine months of 2020, the main components of working capital provided $514 million of cash driven primarily by a decrease in Inventory. The decrease in Inventory was primarily driven by company-wide inventory reduction initiatives and lower ~~cost of sales~~raw material costs across ~~all~~most of our segments.

Cash of $3,719 million generated by operating activities in the first nine months of 2019 reflected earnings adjusted for non-cash items, payments for employee bonuses, income taxes, and cash consumed by the main components of working capital.

In the first nine months of 2019, the main components of working capital consumed $65 million of cash driven primarily by an increase in Accounts receivable. The increase in Accounts receivable was largely due to higher sales volumes in our O&PInvesting Activities—~~EAI segment during the period, partially offset by a decrease in Accounts receivable in our I&D and APS segments as a result of unfavorable market conditions.~~

~~Investing Activities~~

~~Investments~~— During the third quarter of 2020, we invested $472 million in cash for a 50% equity interest in the Bora LyondellBasell Petrochemical Co. Ltd joint venture. For additional information related to our Equity investments, see Note 7 to the Consolidated Financial Statements.

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.

In the first nine months of 2021 and 2020, we received proceeds of $309 million and $313 million, respectively, from our investments in equity securities and $346 million and $90 million, respectively, upon the maturity and sales of certain available-for-sale debt securities.

In the first nine months of 2020, we invested $270 million in debt securities that are deemed ~~available-for-sale. We also invested~~available-for-sale and $267 million in equity ~~securities in the first nine months of 2020.~~securities. Our investments in available-for-sale debt securities and equity securities are classified as Short-term investments.

In the first nine months of 2021, we made an equity contribution of $104 million to form Ningbo ZRCC LyondellBasell New Material Company Limited, a 50/50 joint venture with China Petroleum & Chemical Corporation. The joint venture will construct a new propylene oxide and styrene monomer unit in Zhenhai Ningbo, China. The joint venture is included in our I&D segment.

In the first nine months of 2020, we invested $472 million in cash for a 50% equity interest in the Bora LyondellBasell Petrochemical Co. Ltd joint venture. This joint venture began operations during the third quarter of 2020 and ~~2019~~is included in our O&P—EAI segment.

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In July 2021, foreign currency contracts with an aggregate notional value of €300 million expired. Upon settlement of these foreign currency contracts, we paid €300 million ($355 million at the expiry spot rate) to our counterparties and received ~~proceeds~~$358 million from our counterparties.

Capital expenditures in the first nine months of ~~$313~~2021 totaled $1,285 million ~~and $332 million, respectively, on the sale of our investments in equity securities. Additionally, we received proceeds of $90 million and~~ ~~$511~~compared to $1,673 million in the first nine months of ~~2020 and 2019, respectively, upon the sale and maturity of certain~~2020. Approximately 60% of our ~~available-for-sale debt securities.~~capital spending in both periods was for profit-generating growth projects, primarily our PO/TBA plant, with the remaining spending supporting sustaining maintenance. We estimate capital spending will continue to increase in the fourth quarter of 2021 compared to prior quarters, while remaining flat on an annual basis compared to the prior year. See Note 912 to the Consolidated Financial Statements for additional information regarding ~~these investments.~~

capital spending by segment.

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

Nine Months Ended
September 30,
Millions of dollars 2020 2019
Capital expenditures by segment:
O&P–Americas $ 524 $ 828
O&P–EAI 114 148
I&D 761 734
APS 41 41
Refining 52 137
Technology 80 60
Other 101 15
Consolidated capital expenditures $ 1,673 $ 1,963

In the first nine months of ~~2020~~2021 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 nine months of 2019, our capital expenditures included construction related to our ~~Hyperzone~~ ~~polyethylene plant at our La Porte, Texas facility, that was completed in the first quarter of 2020.~~

~~Financing Activities—In the first nine months of~~ 2020, ~~and 2019,~~ we made payments of $4$78 million and ~~$3,752~~$4 million to acquire approximately ~~0.1~~1.0 million and ~~42.7~~0.1 million, respectively, of our outstanding ordinary shares. We ~~also~~ made dividend payments totaling ~~$1,053~~$1,110 million and ~~$1,111~~$1,053 million in the first nine months of 2021 and 2020, ~~and 2019,~~ respectively. ~~For additional information related to our share repurchases and dividend payments, see Note 12 to the Consolidated Financial Statements.~~

In ~~January 2020,~~2021, 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~~repaid $2,275 million ~~related to the liability position held with~~outstanding under our ~~counterparties as of the amendment date. For additional information see Note 9 to the Consolidated Financial Statements.~~Term Loan due 2022, 4% Guaranteed Notes due 2023 and 2.875% Guaranteed notes due 2025.

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.~~

Additionally, in April 2020 we repaid $500 million of our Senior Revolving Credit Facility and $500 million of our U.S. Receivables Facility borrowed in March 2020 to increase our liquidity.

In May 2020, we terminated and cash settled $2,000 million in notional value of our cross-currency interest rate swaps, designated as cash flows hedges, maturing in 2021 and 2024. Upon termination of the swaps, we received $346 million from our counterparties.

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 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 million outstanding of our 5% Senior Notes due 2019 at par.

In the first nine months of ~~2019~~2021 and 2020, we ~~borrowed $1,000~~made net repayments of $103 million ~~from our Term Loan due 2022~~ and ~~$500 million from our U.S. Receivables Facility which was used to partially fund the July 2019 share repurchase.~~

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In September 2019, LYB International Finance II B.V. (“LYB Finance II”), a wholly owned finance subsidiary of LyondellBasell N.V., issued €500 million of 0.875% guaranteed notes due 2026 (the “2026 Notes”) at a discounted price of 99.642% and €500 million of 1.625% guaranteed notes due 2031 (the “2031 Notes”) at a discounted price of 98.924%. We used thereceived net proceeds ~~from the 2026 Notes and the 2031 Notes to repay $1,000~~of $194 million, ~~outstanding under our Term Loan due 2022, and a portion of borrowings from our commercial paper program.~~

~~Through~~respectively, through the issuance and repurchase of commercial paper instruments under our commercial paper ~~program, we received net proceeds of $194 million in~~program.

In the first nine months of 2020, ~~and made net repayments~~we posted collateral of ~~$23~~$238 million inrelated to the ~~first nine months of 2019.~~

positions held with our counterparties for certain forward-starting interest rate swaps.

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 86 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.~~

Liquidity and Capital Resources

Overview

~~As a result~~We plan to fund our ongoing working capital, capital expenditures, debt service, dividends 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 ~~COVID-19, we continue to take actions to manage~~which are beyond our ~~financial risk. In 2020, we increased liquidity through~~control. Cash and cash equivalents, cash from our short-term investments, cash from operating activities, proceeds from the issuance of ~~guaranteed senior notes and we continue~~debt, or a combination thereof, may be used to ~~focus on cost savings while minimizing working capital. In April 2020, we announced that we reduced~~fund the purchase of shares under our ~~budgeted 2020 capital expenditures by $500 million, bringing our total budget to $1.9 billion.~~

In October 2020, we amended (collectively, the “October Amendments”) our (i) Senior Revolving Credit Facility, (ii) Term Loan due 2022, and (iii) U.S. Receivables Facility (collectively, as amended, the “Credit Agreements”).Among other things, the October Amendments amended each Credit Agreement’s maximum leverage ratio financial covenant for certain periods. Additionally, we issued $3,900 million of Guaranteed Notes; net proceeds from the sale of the notes totaled $3,848 million.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. Our focus on funding our dividends while remaining committed to a strong investment grade balance sheet continues to be the foundation of our capital ~~deployment~~allocation strategy. In the near term, we are prioritizing debt reduction on our balance sheet.

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 plan to fund our ongoing working capital, capital expenditures, debt service and other funding requirements with cash from operations, which could be affected by general economic, financial, competitive, legislative, regulatory, business and other factors, many40

Table of which are beyond our control. 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. Further, we believe the current economic environment will not have an adverse effect on our ability to be in compliance with our debt covenants.Contents

Cash and Liquid Investments

As of September 30, ~~2020,~~2021, we had Cash and cash equivalents and marketable securities classified as Short-term investments totaling ~~$2,820 million.~~

~~At September 30, 2020, we held $1,143~~$1,929 million, ~~of cash~~which includes $1,593 million in jurisdictions outside of the U.S., principally in the United Kingdom. There are currently no legal or economic restrictions that would materially impede our transfers of cash.

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Credit Arrangements

At September 30, ~~2020,~~2021, we had total debt, including current maturities, of ~~$14,377~~$13,516 million, and ~~$200~~$224 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 ~~$2,691~~$3,004 million at September 30, ~~2020,~~2021, which included the following:

•$~~2,045~~2,104 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 September 30, ~~2020,~~2021, we had ~~$455~~$397 million of outstanding commercial paper, net of discount, no borrowings or letters of credit outstanding under this facility; and

•$~~646~~900 million under our $900 million U.S. Receivables Facility. Availability under this facility is subject to a borrowing base of eligible receivables, which is reduced by outstanding borrowings and letters of credit, if any. At September 30, ~~2020,~~2021, we had no borrowings or letters of credit outstanding under this facility.

In ~~October 2020,~~June 2021, we entered into the October Amendments to our Credit Agreements. Among other things, the October Amendments amended each Credit Agreement’s maximum leverage ratio (calculated as the ratio of total net funded debt to consolidated earnings before interest, taxes and depreciation and amortization, both as defined in our Credit Agreements) financial covenant to (i) 4.25 to 1.00 for the fiscal quarter ending December 31, 2020; (ii) 4.50 to 1.00 for the fiscal quarter ending March 31, 2021; (iii) 4.00 to 1.00 for the fiscal quarter ending June 30, 2021; (iv) 3.75 to 1.00 for the fiscal quarter ending September 30, 2021; and (v) 3.50 to 1.00 for the fiscal quarter ending December 31, 2021 and thereafter; provided, that, to the extent our recently announced Louisiana Joint Venture is consummated, the maximum leverage ratio financial covenant will automatically adjust to (i) 5.00 to 1.00 for the fiscal quarters ending December 31, 2020 and March 31,2021; (ii) 4.75 to 1.00 for the fiscal quarter ending June 30, 2021; (iii) 4.50 to 1.00 for the fiscal quarters ending September 30, 2021 and December 31, 2021; (iv) 4.00 to 1.00 for the fiscal quarter ending March 30, 2022; (iv) 3.50 to 1.00 for the fiscal quarter ending June 30, 2022 (or, if the Louisiana Joint Venture is consummated after December 31, 2020, 4.00 to 1.00); and (vi) 3.50 to 1.00 for the fiscal quarter ending September 30, 2022 and thereafter. In addition, with respect to the Senior Revolving Credit Facility and the Term Loan due 2022, the October Amendments further restrict certain dividends and other specified restricted payments.

~~In October 2020, we also further amended our Amended and Restated Credit Agreement (the “Amendment and Consent Agreement”) to extend~~extended the term of ~~$2,440 million of~~ the ~~$2,500 million Senior Revolving Credit Facility for one year until~~facility to June ~~2023,~~2024 in accordance with the ~~remainder expires in June 2022. The Amendment and Consent Agreement also included customary LIBOR replacement language, which took effect in October 2020. All other material~~ terms of the ~~Credit Agreement remain unchanged.~~agreement.

~~Additionally, in October 2020, LYB Finance III issued $650~~During the first nine months of 2021, we repaid $2,275 million aggregate principal amount of Guaranteed Floating Rate Notes due 2023 (the “Floating Rate Notes”), $500 million aggregate principal amount of 1.25% Guaranteed Notes due 2025 (the “1.25% 2025 Notes”), $500 million aggregate principal amount of 2.25% Guaranteed Notes due 2030 (the “2.25% 2030 Notes”), $750 million aggregate principal amount of 3.375% Guaranteed Notes due 2040 (the “2040 Notes”), $1,000 million aggregate principal amount of 3.625% Guaranteed Notes due 2051 (the “2051 Notes”), and $500 million aggregate principal amount of 3.8% Guaranteed Notes due 2060 (the “2060 Notes” and, collectively with the Floating Rate Notes, the 1.25% 2025 notes, the 2.25% 2030 notes, the 2040 notes and the 2051 notes, the “October Notes”).

~~The net proceeds of the October Notes was $3,848 million. In October we used $500 million of the net proceeds to repay a portion of the indebtedness~~ outstanding under our Term Loan due ~~2022. The remaining~~2022, 4% Guaranteed Notes due 2023 and 2.875% Guaranteed notes due 2025, and made net ~~proceeds will be used~~repayments of $103 million of our commercial paper. Additionally, in ~~the fourth quarter~~October 2021 we repaid $650 million outstanding under our Guaranteed Floating Rate Notes due 2023. We continue to ~~fund a portion~~prioritize debt reduction in 2021 and expect total reduction of ~~the purchase price~~our outstanding debt for the ~~Louisiana Joint Venture, redeem or repay~~year to be up to ~~$1 billion aggregate principal amount of our 6.0% senior notes due 2021,~~$4 billion.

At any time and ~~redeem or repay up~~from time to ~~€750 million aggregate principal amount of our 1.875% guaranteed notes due 2022. Such redemption notices have been issued in October 2020. In conjunction with the redemption of these notes,~~time, we ~~expect to pay an estimated $116 million in related premiums, accrued interest and fees and expenses associated with such redemption or repayment of both notes.~~

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If the Louisiana Joint Venture transaction does not close on or prior to March 31, 2021, or is terminated on or prior to completion, we will be required to redeem all of the outstanding 1.25% 2025 Notes, 2.25% 2030 Notes and 2060 Notes at a redemption price equal to 101% of the aggregate principal amount plus accrued and unpaid interest for each of these notes. We may also use net proceeds of this offering to fund such redemption.

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. For additional information regarding redemption provisions of our bonds, see Note 8 to our Consolidated Financial Statements. 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.

Share Repurchases

In May ~~2020,~~2021, our shareholders approved a proposal to authorize us to repurchase up to 34.0 million ~~of our~~ ordinary shares, through November ~~29,~~28, 2022 (“May 2021 Share Repurchase Authorization”), 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 nine months of ~~2020,~~2021, we purchased approximately ~~0.1~~1.0 million shares under our share repurchase authorization for ~~approximately $4~~$89 million.

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As of October ~~28, 2020,~~27, 2021, we had approximately ~~34.0~~32.2 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. ~~We will prioritize debt repayment over share repurchases for the remainder of 2020.~~ For additional information related to our share repurchase authorizations, see Note 1210 to the Consolidated Financial Statements.

~~Capital Budget~~

As a result of the coronavirus and current market conditions, the Company has postponed selected growth projects and planned maintenance, including slowing construction activities on our PO/TBA plant, allowing us to prevent the spread of the virus at the construction site and conserve capital as we prepared for an uncertain economic environment caused by the pandemic. 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 $80 million for investments in our U.S. and European PO joint ventures.

We have begun to reactivate construction on our PO/TBA project and expect to return to a full pace in the fourth quarter of 2020. We expect the project to be completed in the fourth quarter of 2022, approximately one year later than originally estimated. The delayed timing of the startup should provide benefits from a more fully recovered global economy as well as another year of global demand growth for the products. Higher costs arising from the delayed project execution, more extensive civil construction and unexpected tariffs on materials are expected to add at least 30 percent to our original cost estimate of $2.4 billion dollars. 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.

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~~Equity Investment~~

On October 1, 2020 we signed a definitive agreement with Sasol Chemicals (USA) LLC (“Sasol”) to form the Louisiana Integrated PolyEthylene JV LLC joint venture. Through the creation of this joint venture, we will acquire 50% of the 1.5 million ton ethane cracker, 0.9 million ton low and linear-low density polyethylene plants and associated infrastructure located in Lake Charles, Louisiana, for a total cash consideration of $2 billion subject to customary adjustments for working capital and other items. The transaction is expected to close by the end of 2020, subject to customary regulatory approvals and approval by Sasol shareholders.

CURRENT BUSINESS OUTLOOK

~~Recovery~~We expect strong demand for our products to continue as vaccine rollouts drive further improvements in ~~global economies should continue to benefit~~economic activity around the ~~petrochemical industry. Despite~~world. Over the ~~backdrop of both the pandemic and a recession,~~next several quarters, we expect ~~global polyethylene~~constrained consumer demand ~~to grow for 2020. China continues to have a polyethylene trade deficit which supports North American exports and tightens the U.S. domestic market. We expect continued~~will extend strength in ~~North American integrated polyethylene~~automotive, construction and other durable goods markets. While margins ~~during the fourth quarter of 2020, perhaps with some seasonal moderation by the end of the year. Slow recovery in global mobility is weighing on demand for gasoline~~are likely to moderate due to increasing feedstock prices, energy costs and ~~jet fuel which will prolong headwinds for our Refining segment~~winter seasonality, we anticipate ongoing benefits from strong markets and ~~our oxyfuels and related products businesses in our Intermediates and Derivatives segment.~~tight industry supply.

~~After several years of advancing on~~We believe that our recent value-driven growth ~~strategy, we are poised to reap the rewards of our~~ investments as our industry benefits from a recovering economy. In October 2020, we announced a new integrated polyethylene joint venture with Sasol in Louisiana. This partnership represents a measured approach to extend one of our core businesses and increase free cash flow. Our new ~~Hyperzone~~ ~~polyethylene capacity, several expansions across our joint venture network and the integration of our A. Schulman acquisition~~ should ~~all add to our profitability~~benefit us over the coming years. WeWith an improving outlook for cash generation, we remain committed to anfurther strengthening our investment grade balance sheet ~~while focusing on funding our dividend with~~through deleveraging in 2021. Additionally, we expect cash ~~from operations. Upon closing of the transaction~~generation will continue to provide flexibility for ~~the Louisiana joint venture, we will prioritize debt repayment over~~opportunistic share repurchases.

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~~CRITICAL ACCOUNTING POLICIES~~

~~Impairment Assessment of Property, Plant and Equipment~~—The need to test for impairment can be based on several indicators, including a significant reduction in prices of or demand for products produced, a weakened outlook for profitability, a significant reduction in margins, other changes to contracts or changes in the regulatory environment. If the sum of the undiscounted estimated pre-tax cash flows for an asset group is less than the asset group’s carrying value, fair value is calculated for the asset group, and the carrying value is written down to the calculated fair value. For purposes of impairment evaluation, long-lived assets must be grouped at the lowest level for which independent cash flows can be identified.

Fair value calculated for the purpose of testing our property, plant and equipment for impairment is estimated using the expected present value of future cash flows method and comparative market prices when appropriate. Significant judgment is involved in performing these fair value estimates since the results are based on forecasted financial information prepared using significant assumptions which may include, among other things, projected changes in supply and demand fundamentals (including industry-wide capacity, our planned utilization rate, end-user demand), new technological developments, capital expenditures, new competitors with significant raw material or other cost advantages, changes associated with world economies, the cyclical nature of the chemical and refining industries, uncertainties associated with governmental actions and other economic conditions. Such estimates are consistent with those used in our planning and capital investment and business performance reviews.

We apply a discount rate to our cash flows based on a variety of factors, including market and economic conditions, operational risk, regulatory risk and political risk. This discount rate is also compared to recent observable market transactions, if possible.

Assumptions about the effects of COVID-19 and the macroeconomic environment are inherently subjective and contingent upon the duration of the pandemic and its impact on the macroeconomic environment, which is difficult to forecast. We base our fair value estimates on projected financial information which we believe to be reasonable. However, actual results may differ from these projections.

During the third quarter of 2020, we identified impairment triggers relating to our Houston refinery’s asset group which resulted in a $582 million impairment charge recognized during the third quarter of 2020. Refer to Note 4 to our Consolidated Financial Statements.

The estimates of the Houston refinery’s undiscounted pre-tax cash flows and estimated fair value utilized significant assumptions including management’s best estimates of the expected future cash flows, the estimated useful lives of the asset group, and the residual value of the refinery. These estimates require considerable judgment and are sensitive to changes in underlying assumptions such as future commodity prices, margins on refined products, operating rates and capital expenditures including repairs and maintenance. As a result, there can be no assurance that the estimates and assumptions made for purposes of our impairment analysis will prove to be an accurate prediction of the future. Should our estimates and assumptions significantly change in future periods, it is possible that we may determine future impairment charges.

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

~~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.

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~~During the first nine months of 2020, we recognized LCM inventory valuation charges of~~ ~~$163 million~~ related to the decline in pricing for many of our raw material and finished goods inventories. During the third quarter of 2020, we recognized LCM inventory valuation benefits of $160 million, largely driven by the recovery of market prices during the quarter.

In the first quarter of 2020, market price declines in crude oil, heavy liquids and ethylene were the primary contributors to the LCM inventory valuation charges, and representative prices used in the calculation of this LCM inventory valuation charge were $12.14 per barrel for crude oil, $13.50 per barrel for heavy liquids and $205 per ton for ethylene. In the second quarter of 2020, market price recoveries in crude oil, heavy liquids and ethylene were the primary contributors to LCM inventory valuation benefits, and representative prices used in such calculation were $32.22 per barrel for crude oil, $40.42 per barrel for heavy liquids and $276 per ton for ethylene. In the third quarter of 2020, continued market price recovery in ethylene was the primary contributor to the LCM inventory valuation benefit, and representative prices used in the calculation of the LCM inventory valuation benefit as of September 30, 2020 were $32.58 per barrel for crude oil, $41.46 per barrel for heavy liquids and $514 per 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 inventory composition 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 $2.9 billion of our total inventory carrying value as of September 30, 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. However, if pricing trends reverse, some, or all of these charges could be reversed in future quarterly periods.

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 may be unable to meet our sustainability goals, including the ability to operate safely, increase production of recycled and renewable-based polymers, and reduce our emissions;

•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 nine months ended September 30, ~~2020.~~2021.

Item 4. CONTROLS AND PROCEDURES

As of September 30, ~~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 effective as of September 30, ~~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 119 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 ~~February 2020,~~connection with an enforcement initiative of the ~~State~~U.S. Environmental Protection Agency (“EPA”) regarding flare emissions at petrochemical plants, we have settled with the EPA and the Department of ~~Texas~~Justice (“DOJ”) in order to resolve claims related to alleged improper operation and maintenance of flares at four of our U.S. facilities. Under the terms of the settlement, we will pay a penalty of $3,400,000, conduct fence line monitoring, and make investments in equipment at the facilities. The consent decree related to the settlement has been filed ~~suit against Houston Refining~~ in ~~Travis County~~the U.S. District Court ~~seeking civil penalties and injunctive relief~~ for ~~violations~~the Southern District of the Texas Clean Air Act related to several emission events. In July 2020, Harris County, Texas, petitioned to intervene in the lawsuit and the State added additional claims to its petition relating to self-reported deviations of Houston Refining's air operating permit. We reasonably believe resolution of this matter will result in payment of a penalty in excess of $100,000.

On September 2, 2020, the Texas Commission on Environmental Quality issued a Proposed Agreed Order to the Equistar Corpus Christi facility seeking an administrative penalty in the amount of $225,000 in connection with emissions events that occurred in June 2017 and January 2018.Texas.

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, ~~and Part II, Item 1 of our Forms 10-Q for the quarters ended March 31, 2020 and June 30, 2020,~~ 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 and our Form 10-Q for the quarter ended March 31, 2020.

~~We may be required to record material charges against our earnings due to any number of events that could cause us to impair our assets.~~

We may be required to reduce production or idle facilities for extended periods of time or exit certain businesses as a result of the cyclical nature of our industry. Specifically, oversupplies of or lack of demand for particular products or high raw material prices may cause us to reduce production. We may choose to reduce production at certain facilities because we have off-take arrangements at other facilities, which make any reductions or idling unavailable at those facilities. We routinely monitor these and other indicators that may lead us to test our assets for impairment, which results in a charge to earnings.

These or other events may result in temporary shutdowns at our facilities that can last for several quarters and sometimes longer. Shutdowns could cause us to incur significant costs, including the expenses of maintaining and restarting these facilities. In addition, even though we may choose to shut down plants or reduce production, we may be required to continue to purchase or pay for utilities or raw materials under take-or-pay supply agreements. Any decision to temporally or permanently close facilities, reduce production or exit a business may result in impairment and other charges to earnings.

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Events surrounding the ongoing COVID-19 pandemic continue to depress demand for some of our products, including extended loss of demand and resulting pricing pressures for transportation fuels produced by our Houston refinery. Lower refining and marketing margins may reduce the amount of refined products we produce, which may reduce our revenues, income from operations and cash flows. Significant and sustained reductions in refining and marketing gross margins could require us to further reduce our capital expenditures, or impair the carrying value of our assets (such as property, plant and equipment or inventory). For example, refer to Note 4 to our Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for a discussion of our non-cash impairment charge related our Houston refinery. If conditions that contributed to this impairment worsen or impact other assets, we may incur additional non-cash impairments and such impairments may be material to our results of operations.

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

~~None.~~


Issuer Purchases of Equity Securities

Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Authorizations	Maximum Number of Shares That May Yet Be Purchased Under the Plans or Authorizations
July 1 - July 31	—	$	—	—	34,004,563
August 1 - August 31	—	$	—	—	34,004,563
September 1 - September 30	953,681	$	93.34	953,681	33,050,882
Total	953,681	$	93.34	953,681	33,050,882

On May 28, 2021, our shareholders approved a share repurchase authorization of up to 34,004,563 shares of our ordinary shares, through November 28, 2022, which superseded any prior repurchase authorizations. The maximum number of shares that may yet be purchased is not necessarily an indication of the number of shares that will ultimately be purchased.

Item 4. MINE SAFETY DISCLOSURES

Not applicable.

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Item 6. EXHIBITS


Exhibit Number						Description

~~4.1~~10.1+						~~Officer’s Certificate~~Form of LYB International Finance III, LLC relating to the Guaranteed Floating Rate Notes due 2023, 1.250% Guaranteed Notes due 2025, 2.250% Guaranteed Notes due 2030, 3.375% Guaranteed Notes due 2040, 3.625% Guaranteed Notes due 2051, and 3.800% Guaranteed Notes due 2060, dated as of October 8, 20202021 Cash Incentive Award Agreement (incorporated by reference ~~to Exhibit 4.2~~ to our Current Report on Form 8-K filed with the SEC on ~~October 8, 2020)~~

~~4.2~~						~~Form of LYB International Finance III, LLC’s Guaranteed Floating Rate Notes due 2023 (included in Exhibit 4.1)~~

~~4.3~~						~~Form of LYB International Finance III, LLC’s 1.250% Guaranteed Notes due 2025 (included in Exhibit 4.1)~~

~~4.4~~						~~Form of LYB International Finance III, LLC’s 2.250% Guaranteed Notes due 2030 (included in Exhibit 4.1)~~

~~4.5~~						~~Form of LYB International Finance III, LLC’s 3.375% Guaranteed Notes due 2040 (included in Exhibit 4.1)~~

~~4.6~~						~~Form of LYB International Finance III, LLC’s 3.625% Guaranteed Notes due 2051 (included in Exhibit 4.1)~~

~~4.7~~						~~Form of LYB International Finance III, LLC’s 3.800% Guaranteed Notes due 2060 (included in Exhibit 4.1)~~

~~10.1~~						Membership Interest Purchase Agreement, dated as of October 1, 2020, among Sasol Chemicals (USA) LLC, Louisiana Integrated PolyEthylene JV LLC, LyondellBasell LC Offtake LLC, and solely for the purposes of Section 2.07, Lyondell Chemical Company, and, solely for the purposes of Section 6.05, Sasol Limited (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on October 2, 2020)

~~10.2~~						Amendment No. 3 to the Amended and Restated Credit Agreement, dated October 8, 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 to our Current Report on Form 8-K filed with the SEC on October 8, 2020)

~~10.3~~						Amendment No. 2 to the Three-Year Credit Agreement, dated October 8, 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 to our Current Report on Form 8-K filed with the SEC on October 8, 2020)

~~10.4~~						Acknowledgement of Amendment to Receivables Purchase Agreement, dated October 8, 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 to our Current Report on Form 8-K filed with the SEC on October 8, 2020)

10.5+*						~~Letter to Torkel Rhenman dated July 22, 2020~~

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~~Exhibit Number~~						~~Description~~

~~10.6~~						Amendment No. 4 to the Amended and Restated Credit Agreement and Consent Agreement, dated October 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 and the lender parties thereto (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on October 16, 2020)August 27, 2021)

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

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

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

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

101.SCH*						XBRL Schema Document

101.CAL*						XBRL Calculation Linkbase Document

101.DEF*						XBRL Definition Linkbase Document

101.LAB*						XBRL Labels Linkbase Document

101.PRE*						XBRL Presentation Linkbase Document

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

+ 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:	October ~~30, 2020~~29, 2021	/s/ ~~Jacinth C. Smiley~~Chukwuemeka A. Oyolu
		~~Jacinth C. Smiley~~Chukwuemeka A. Oyolu
		Senior Vice President, ~~and~~
		Chief Accounting Officer and Investor Relations
		(Principal Accounting Officer)

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			Page
Part I – Financial Information			1

Item 1. Consolidated Financial Statements (Unaudited)			1
Consolidated Statements of Income			1
Consolidated Statements of Comprehensive Income			2
Consolidated Balance Sheets			3
Consolidated Statements of Cash Flows			5
Consolidated Statements of Shareholders’ Equity			6
Notes to the Consolidated Financial Statements			8

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			3529

Item 3. Quantitative and Qualitative Disclosures About Market Risk			5644

Item 4. Controls and Procedures			5644

Part II – Other Information			5745

Item 1. Legal Proceedings			5745

Item 1A. Risk Factors			5745

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			5845

Item 4. Mine Safety Disclosures			5845

Item 6. Exhibits			5946

Signature			6147


		Page
1.	Basis of Presentation	9

2.	Accounting and Reporting Changes	9

3.	Revenues	11

4.	Impairmen t of Long-Lived As sets	12

5.	Accounts Receivable	12

6.	Inventories	12

7.	Equity Investments	13

8.	Debt	14

9.	Financial Instruments and Fair Value Measurements	19

10.	Income Taxes	25

11.	Commitments and Contingencies	25

12.	Shareholders’ Equity and Redeemable Non-controlling Interests	27

13.	Per Share Data	30

14.	Segment and Related Information	32


	Nine Months Ended September 30, 2019
Millions of dollars	O&P– Americas		O&P– EAI		I&D		APS		Refining		Technology		Other		Total
Sales and other operating revenues:
Customers	$	4,055	$	6,764	$	5,860	$	3,781	$	5,706	$	382	$	0	$	26,548
Intersegment	2,307		585		142		2		490		78		(3,604)		0
	6,362		7,349		6,002		3,783		6,196		460		(3,604)		26,548
Income from equity investments	35		139		5		0		0		0		0		179
EBITDA	1,804		918		1,228		370		(87)		273		14		4,520