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, 2022~~March 31, 2023


☐			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) (Zip Code)


						(713)						309-7200									+44 (0)						207			220 2600									+31 (0)						10			2755 500

(Registrant’s telephone numbers, including area codes)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of Each Exchange On Which Registered

Ordinary Shares, €0.04 Par Value

LYB

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T 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 ~~325,624,433~~325,274,141 ordinary shares, €0.04 par value, outstanding at ~~October~~April 26, ~~2022~~2023 (excluding ~~14,798,065~~15,148,357 treasury shares).

Table of Contents

LYONDELLBASELL INDUSTRIES N.V.

TABLE OF CONTENTS

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

LYONDELLBASELL INDUSTRIES N.V.

CONSOLIDATED STATEMENTS OF INCOME


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
Millions of dollars, except earnings per share	Millions of dollars, except earnings per share	2022		2021		2022		2021		Millions of dollars, except earnings per share		2023		2022
Sales and other operating revenues:	Sales and other operating revenues:									Sales and other operating revenues:
Trade	Trade	$	12,044	$	12,401	$	39,443	$	32,586	Trade		$	10,076	$	12,840
Related parties	Related parties	206		299		802		757		Related parties		171		317
		12,250		12,700		40,245		33,343				10,247		13,157
Operating costs and expenses:	Operating costs and expenses:									Operating costs and expenses:
Cost of sales	Cost of sales	11,088		10,109		34,491		26,463		Cost of sales		8,864		11,136
Impairments		—		—		69		—
Impairment										Impairment		252		—
Selling, general and administrative expenses	Selling, general and administrative expenses	319		313		976		927		Selling, general and administrative expenses		385		328
Research and development expenses	Research and development expenses	31		30		95		91		Research and development expenses		33		32
		11,438		10,452		35,631		27,481				9,534		11,496
Operating income	Operating income	812		2,248		4,614		5,862		Operating income		713		1,661
Interest expense	Interest expense	(70)		(126)		(202)		(366)		Interest expense		(116)		(74)
Interest income	Interest income	7		1		13		8		Interest income		23		2
Other income (expense), net		4		(12)		(63)		27
Other income, net										Other income, net		5		19
Income from continuing operations before equity investments and income taxes	Income from continuing operations before equity investments and income taxes	753		2,111		4,362		5,531		Income from continuing operations before equity investments and income taxes		625		1,608
(Loss) income from equity investments		(26)		104		25		389
Income from equity investments										Income from equity investments		17		29
Income from continuing operations before income taxes	Income from continuing operations before income taxes	727		2,215		4,387		5,920		Income from continuing operations before income taxes		642		1,637
Provision for income taxes	Provision for income taxes	154		452		848		1,028		Provision for income taxes		167		316
Income from continuing operations	Income from continuing operations	573		1,763		3,539		4,892		Income from continuing operations		475		1,321
Loss from discontinued operations, net of tax	Loss from discontinued operations, net of tax	(1)		(1)		(3)		(1)		Loss from discontinued operations, net of tax		(1)		(1)
Net income	Net income	572		1,762		3,536		4,891		Net income		474		1,320

Dividends on redeemable non-controlling interests	Dividends on redeemable non-controlling interests	(2)		(2)		(5)		(5)		Dividends on redeemable non-controlling interests		(2)		(2)
Net income attributable to the Company shareholders	Net income attributable to the Company shareholders	$	570	$	1,760	$	3,531	$	4,886	Net income attributable to the Company shareholders		$	472	$	1,318

Earnings per share:	Earnings per share:									Earnings per share:
Net income (loss) attributable to the Company shareholders —
Net income attributable to the Company shareholders —										Net income attributable to the Company shareholders —
Basic	Basic									Basic
Continuing operations	Continuing operations	$	1.75	$	5.25	$	10.77	$	14.58	Continuing operations		$	1.45	$	4.01
Discontinued operations	Discontinued operations	—		—		(0.01)		—		Discontinued operations		—		—
		$	1.75	$	5.25	$	10.76	$	14.58			$	1.45	$	4.01
Diluted	Diluted									Diluted
Continuing operations	Continuing operations	$	1.75	$	5.25	$	10.75	$	14.57	Continuing operations		$	1.44	$	4.00
Discontinued operations	Discontinued operations	—		—		(0.01)		—		Discontinued operations		—		—
		$	1.75	$	5.25	$	10.74	$	14.57			$	1.44	$	4.00

See Notes to the Consolidated Financial Statements.

Table of Contents

LYONDELLBASELL INDUSTRIES N.V.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
Millions of dollars	Millions of dollars	2022		2021		2022		2021		Millions of dollars		2023		2022
Net income	Net income	$	572	$	1,762	$	3,536	$	4,891	Net income		$	474	$	1,320
Other comprehensive income (loss), net of tax –	Other comprehensive income (loss), net of tax –									Other comprehensive income (loss), net of tax –
Financial derivatives	Financial derivatives	23		35		213		132		Financial derivatives		4		88
Unrealized losses on available-for-sale debt securities		—		—		—		(1)

Defined benefit pension and other postretirement benefit plans	Defined benefit pension and other postretirement benefit plans	51		28		134		56		Defined benefit pension and other postretirement benefit plans		2		5
Foreign currency translations	Foreign currency translations	(169)		(97)		(355)		(127)		Foreign currency translations		59		(25)
Total other comprehensive (loss) income, net of tax		(95)		(34)		(8)		60
Total other comprehensive income, net of tax										Total other comprehensive income, net of tax		65		68
Comprehensive income	Comprehensive income	477		1,728		3,528		4,951		Comprehensive income		539		1,388
Dividends on redeemable non-controlling interests	Dividends on redeemable non-controlling interests	(2)		(2)		(5)		(5)		Dividends on redeemable non-controlling interests		(2)		(2)

Comprehensive income attributable to the Company shareholders	Comprehensive income attributable to the Company shareholders	$	475	$	1,726	$	3,523	$	4,946	Comprehensive income attributable to the Company shareholders		$	537	$	1,386

See Notes to the Consolidated Financial Statements.

Table of Contents

LYONDELLBASELL INDUSTRIES N.V.

CONSOLIDATED BALANCE SHEETS


Millions of dollars	Millions of dollars	September 30, 2022		December 31, 2021		Millions of dollars	March 31, 2023		December 31, 2022
ASSETS	ASSETS					ASSETS
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	1,480	$	1,472	Cash and cash equivalents	$	1,790	$	2,151
Restricted cash	Restricted cash	6		5		Restricted cash	14		5
Short-term investments		—		9

Accounts receivable:	Accounts receivable:					Accounts receivable:
Trade, net	Trade, net	4,149		4,565		Trade, net	3,715		3,392
Related parties	Related parties	180		243		Related parties	186		201
Inventories	Inventories	5,153		4,901		Inventories	5,158		4,804
Prepaid expenses and other current assets	Prepaid expenses and other current assets	1,360		1,022		Prepaid expenses and other current assets	1,161		1,292
Total current assets	Total current assets	12,328		12,217		Total current assets	12,024		11,845
Operating lease assets	Operating lease assets	1,769		1,946		Operating lease assets	1,677		1,725
Property, plant and equipment	Property, plant and equipment	22,640		22,382		Property, plant and equipment	24,130		23,724
Less: Accumulated depreciation	Less: Accumulated depreciation	(7,817)		(7,826)		Less: Accumulated depreciation	(8,729)		(8,337)
Property, plant and equipment, net	Property, plant and equipment, net	14,823		14,556		Property, plant and equipment, net	15,401		15,387
Equity investments	Equity investments	4,386		4,786		Equity investments	4,266		4,295
Goodwill	Goodwill	1,746		1,875		Goodwill	1,605		1,827
Intangible assets, net	Intangible assets, net	594		695		Intangible assets, net	651		662
Other assets	Other assets	845		667		Other assets	631		624
Total assets	Total assets	$	36,491	$	36,742	Total assets	$	36,255	$	36,365

See Notes to the Consolidated Financial Statements.

Table of Contents

LYONDELLBASELL INDUSTRIES N.V.

CONSOLIDATED BALANCE SHEETS


Millions of dollars, except shares and par value data	Millions of dollars, except shares and par value data	September 30, 2022		December 31, 2021		Millions of dollars, except shares and par value data	March 31, 2023		December 31, 2022
LIABILITIES, REDEEMABLE NON-CONTROLLING INTERESTS AND EQUITY	LIABILITIES, REDEEMABLE NON-CONTROLLING INTERESTS AND EQUITY					LIABILITIES, REDEEMABLE NON-CONTROLLING INTERESTS AND EQUITY
Current liabilities:	Current liabilities:					Current liabilities:
Current maturities of long-term debt	Current maturities of long-term debt	$	432	$	6	Current maturities of long-term debt	$	432	$	432
Short-term debt	Short-term debt	439		362		Short-term debt	343		349
Accounts payable:	Accounts payable:					Accounts payable:
Trade	Trade	3,508		3,460		Trade	3,029		3,106
Related parties	Related parties	622		831		Related parties	543		477
Accrued liabilities	Accrued liabilities	2,633		2,571		Accrued liabilities	2,166		2,396
Total current liabilities	Total current liabilities	7,634		7,230		Total current liabilities	6,513		6,760
Long-term debt	Long-term debt	10,445		11,246		Long-term debt	10,601		10,540
Operating lease liabilities	Operating lease liabilities	1,514		1,649		Operating lease liabilities	1,507		1,510
Other liabilities	Other liabilities	2,106		2,295		Other liabilities	1,899		1,954
Deferred income taxes	Deferred income taxes	2,473		2,334		Deferred income taxes	2,886		2,858
Commitments and contingencies	Commitments and contingencies					Commitments and contingencies
Redeemable non-controlling interests	Redeemable non-controlling interests	114		116		Redeemable non-controlling interests	114		114
Shareholders’ equity:	Shareholders’ equity:					Shareholders’ equity:
Ordinary shares, €0.04 par value, 1,275 million shares authorized, 325,623,082 and 329,536,389 shares outstanding, respectively		19		19
Ordinary shares, €0.04 par value, 1,275 million shares authorized, 325,468,601 and 325,723,567 shares outstanding, respectively						Ordinary shares, €0.04 par value, 1,275 million shares authorized, 325,468,601 and 325,723,567 shares outstanding, respectively	19		19
Additional paid-in capital	Additional paid-in capital	6,099		6,044		Additional paid-in capital	6,092		6,119
Retained earnings	Retained earnings	9,232		8,563		Retained earnings	9,277		9,195
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(1,811)		(1,803)		Accumulated other comprehensive loss	(1,307)		(1,372)
Treasury stock, at cost, 14,799,416 and 10,675,605 ordinary shares, respectively		(1,348)		(965)
Treasury stock, at cost, 14,953,897 and 14,698,931 ordinary shares, respectively						Treasury stock, at cost, 14,953,897 and 14,698,931 ordinary shares, respectively	(1,360)		(1,346)
Total Company share of shareholders’ equity	Total Company share of shareholders’ equity	12,191		11,858		Total Company share of shareholders’ equity	12,721		12,615
Non-controlling interests	Non-controlling interests	14		14		Non-controlling interests	14		14
Total equity	Total equity	12,205		11,872		Total equity	12,735		12,629
Total liabilities, redeemable non-controlling interests and equity	Total liabilities, redeemable non-controlling interests and equity	$	36,491	$	36,742	Total liabilities, redeemable non-controlling interests and equity	$	36,255	$	36,365

See Notes to the Consolidated Financial Statements.

Table of Contents

LYONDELLBASELL INDUSTRIES N.V.

CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Ended
September 30,
Millions of dollars 2022 2021
Cash flows from operating activities:
Net income 3,536 $ 4,891
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 933 1,016
Impairments 69 —
Amortization of debt-related costs 11 21
Share-based compensation 54 50
Equity investments—
Equity income (25) (389)
Distributions of earnings, net of tax 219 169
Deferred income tax provision 83 7
Changes in assets and liabilities that provided (used) cash:
Accounts receivable 134 (1,915)
Inventories (601) (741)
Accounts payable 200 1,139
Other, net (98) 368
Net cash provided by operating activities 4,515 4,616
Cash flows from investing activities:
Expenditures for property, plant and equipment (1,417) (1,285)
Proceeds from maturities of available-for-sale debt securities — 346
Proceeds from equity securities 8 309
Acquisition of equity method investment (14) (104)
Proceeds from settlement of net investment hedges 614 358
Payments for settlement of net investment hedges (501) (355)
Other, net (123) (66)
Net cash used in investing activities (1,433) (797)
Cash flows from financing activities:
Repurchases of Company ordinary shares (420) (78)
Dividends paid - common stock (2,859) (1,110)
Repayments of long-term debt — (2,275)
Debt extinguishment costs — (57)
Net proceeds from (repayments of) commercial paper 96 (103)
Collateral received from interest rate derivatives 238 —
Other, net 16 (4)
Net cash used in financing activities (2,929) (3,627)
Effect of exchange rate changes on cash (144) (59)
Increase in cash and cash equivalents and restricted cash 9 133
Cash and cash equivalents and restricted cash at beginning of period 1,477 1,765
Cash and cash equivalents and restricted cash at end of period $ 1,486 $ 1,898


	Three Months Ended March 31,
Millions of dollars	2023		2022
Cash flows from operating activities:
Net income	$	474	$	1,320
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	396		311
Impairment	252		—
Amortization of debt-related costs	3		4

Share-based compensation	24		18

Equity investments—
Equity income	(17)		(29)
Distributions of earnings, net of tax	22		34

Deferred income tax provision	6		137

Changes in assets and liabilities that provided (used) cash:
Accounts receivable	(279)		(629)
Inventories	(319)		(117)
Accounts payable	40		724
Other, net	(120)		(271)
Net cash provided by operating activities	482		1,502
Cash flows from investing activities:
Expenditures for property, plant and equipment	(352)		(446)







Proceeds from equity securities	—		8
Acquisition of equity method investment	(2)		—



Other, net	(17)		(18)
Net cash used in investing activities	(371)		(456)
Cash flows from financing activities:
Repurchases of Company ordinary shares	(70)		(217)
Dividends paid - common stock	(389)		(371)







Net proceeds from (repayments of) commercial paper	—		(169)
Collateral received from interest rate derivatives	—		51




Other, net	(18)		(7)
Net cash used in financing activities	(477)		(713)
Effect of exchange rate changes on cash	14		(16)
(Decrease) increase in cash and cash equivalents and restricted cash	(352)		317
Cash and cash equivalents and restricted cash at beginning of period	2,156		1,477
Cash and cash equivalents and restricted cash at end of period	$	1,804	$	1,794

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, 2022 $ 19 $ (1,200) $ 6,077 $ 9,050 $ (1,716) $ 12,230 $ 14
Net income — — — 572 — 572 —
Other comprehensive loss — — — — (95) (95) —
Share-based compensation — 2 22 7 — 31 —
Dividends - common stock ($1.19 per share) — — — (395) — (395) —
Dividends - redeemable non-controlling interests ($15.00 per share) — — — (2) — (2) —
Repurchases of Company ordinary shares — (150) — — — (150) —
Balance, September 30, 2022 $ 19 $ (1,348) $ 6,099 $ 9,232 $ (1,811) $ 12,191 $ 14


		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, 2021		$	19	$	(494)	$	6,011	$	6,837	$	(1,849)	$	10,524	$	14
Balance, December 31, 2022																Balance, December 31, 2022	$	19	$	(1,346)	$	6,119	$	9,195	$	(1,372)	$	12,615	$	14
Net income	Net income	—		—		—		1,762		—		1,762		—		Net income	—		—		—		474		—		474		—
Other comprehensive loss		—		—		—		—		(34)		(34)		—
Other comprehensive income																Other comprehensive income	—		—		—		—		65		65		—
Share-based compensation	Share-based compensation	—		2		18		(1)		—		19		—		Share-based compensation	—		60		(27)		(1)		—		32		—
Dividends - common stock ($1.13 per share)		—		—		—		(380)		—		(380)		—
Dividends - common stock ($1.19 per share)																Dividends - common stock ($1.19 per share)	—		—		—		(389)		—		(389)		—

Dividends - redeemable non-controlling interests ($15.00 per share)	Dividends - redeemable non-controlling interests ($15.00 per share)	—		—		—		(2)		—		(2)		—		Dividends - redeemable non-controlling interests ($15.00 per share)	—		—		—		(2)		—		(2)		—
Repurchases of Company ordinary shares	Repurchases of Company ordinary shares	—		(89)		—		—		—		(89)		—		Repurchases of Company ordinary shares	—		(74)		—		—		—		(74)		—

Balance, September 30, 2021		$	19	$	(581)	$	6,029	$	8,216	$	(1,883)	$	11,800	$	14
Balance, March 31, 2023																Balance, March 31, 2023	$	19	$	(1,360)	$	6,092	$	9,277	$	(1,307)	$	12,721	$	14

~~See Notes to the Consolidated Financial Statements.~~

~~Table of Contents~~

~~LYONDELLBASELL INDUSTRIES N.V.~~

~~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, 2021 $ 19 $ (965) $ 6,044 $ 8,563 $ (1,803) $ 11,858 $ 14
Net income — — — 3,536 — 3,536 —
Other comprehensive loss — — — — (8) (8) —
Share-based compensation — 23 55 (3) — 75 —
Dividends - common stock ($3.51 per share) — — — (1,155) — (1,155) —
Special dividends - common stock ($5.20 per share) — — — (1,704) — (1,704) —
Dividends - redeemable non-controlling interests ($45.00 per share) — — — (5) — (5) —
Repurchases of Company ordinary shares — (406) — — — (406) —
Balance, September 30, 2022 $ 19 $ (1,348) $ 6,099 $ 9,232 $ (1,811) $ 12,191 $ 14


		Ordinary Shares				Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Company Share of Shareholders’ Equity		Non- Controlling Interests			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, 2020		$	19	$	(531)	$	5,986	$	4,440	$	(1,943)	$	7,971	$	17
Balance, December 31, 2021																Balance, December 31, 2021	$	19	$	(965)	$	6,044	$	8,563	$	(1,803)	$	11,858	$	14
Net income	Net income	—		—		—		4,891		—		4,891		—		Net income	—		—		—		1,320		—		1,320		—
Other comprehensive income	Other comprehensive income	—		—		—		—		60		60		—		Other comprehensive income	—		—		—		—		68		68		—
Share-based compensation	Share-based compensation	—		39		43		—		—		82		—		Share-based compensation	—		11		12		4		—		27		—
Dividends - common stock ($3.31 per share)		—		—		—		(1,110)		—		(1,110)		—
Dividends - redeemable non-controlling interests ($45.00 per share)		—		—		—		(5)		—		(5)		—
Dividends - common stock ($1.13 per share)																Dividends - common stock ($1.13 per share)	—		—		—		(371)		—		(371)		—
Dividends - redeemable non-controlling interests ($15.00 per share)																Dividends - redeemable non-controlling interests ($15.00 per share)	—		—		—		(2)		—		(2)		—
Repurchases of Company ordinary shares	Repurchases of Company ordinary shares	—		(89)		—		—		—		(89)		—		Repurchases of Company ordinary shares	—		(202)		—		—		—		(202)		—

Sales of non-controlling interest		—		—		—		—		—		—		(3)
Balance, September 30, 2021		$	19	$	(581)	$	6,029	$	8,216	$	(1,883)	$	11,800	$	14

Balance, March 31, 2022																Balance, March 31, 2022	$	19	$	(1,156)	$	6,056	$	9,514	$	(1,735)	$	12,698	$	14

See Notes to the Consolidated Financial Statements.

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LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

TABLE OF CONTENTS


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

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

3.	3.	Revenues	10	3.	Revenues	9

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

5.	5.	Inventories	11	5.	Inventories	10

6.	6.	Debt	12	6.	Debt	11

7.	7.	Financial Instruments and Fair Value Measurements	15	7.	Financial Instruments and Fair Value Measurements	14

8.	8.	Pension Benefits	18	8.	Income Taxes	16

9.	9.	Income Taxes	19	9.	Commitments and Contingencies	17

10.	10.	Commitments and Contingencies	19	10.	Shareholders’ Equity and Redeemable Non-controlling Interests	18

11.	11.	Shareholders’ Equity and Redeemable Non-controlling Interests	21	11.	Per Share Data	21

12.	12.	Per Share Data	24	12.	Segment and Related Information	22

13.		Segment and Related Information	26

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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. 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, ~~2021.~~2022. In the opinion of management, all adjustments, including normal recurring adjustments, considered necessary for a fair statement have been included. These statements contain some amounts that are based upon management estimates and judgments. Future actual results could differ from such current estimates. The results for interim periods are not necessarily indicative of results for the entire year.

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

2. Accounting and Reporting Changes

Recently Adopted Guidance

~~There were no new standards or Accounting Standard Updates (“ASU”) adopted during~~Supplier Finance Program—In September 2022, the ~~nine months ended September 30, 2022 that had a material impact on our Consolidated Financial Statements.~~

~~Accounting Guidance Issued But Not Adopted as of September 30, 2022~~

~~Government Assistance—In November 2021, the Financial Accounting Standards Board (“FASB”)~~FASB issued ASU ~~2021-10, Government Assistance (Topic 832)~~2022-04, Liabilities—Supplier Finance Programs (Subtopic 405-50): ~~Disclosures by Business Entities about Government Assistance.~~Disclosure of Supplier Finance Program Obligations. The guidance requires ~~disclosures~~an entity that uses supplier finance programs in connection with the purchase of goods and services to disclose certain qualitative and quantitative information about ~~assistance received from the government that have been accounted for by analogizing to a grant or contribution accounting model~~its programs including the ~~nature~~key terms and ~~form of assistance,~~conditions, activity during the ~~accounting policies used to account for the assistance~~period, and ~~its impact on the entity’s financial statements.~~potential magnitude. The guidance is effective retrospectively for ~~annual~~the year ending December 31, 2023, including interim periods, with disclosures required for each period for which a balance sheet is presented, except for the disclosure of roll forward information, which is effective for fiscal years beginning after December 15, ~~2021, with early adoption permitted.~~2023. The adoption of this guidance ~~will~~did not have a material impact on our Consolidated Financial Statements.

Accounting Guidance Issued But Not Adopted as of March 31, 2023

Fair Value ~~Measurement—~~Measurement—In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale ~~Restrictions.~~Restrictions. The guidance clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security because it is a characteristic of the entity holding the equity security rather than a characteristic of the security and is not considered in measuring its fair value. The guidance is effective prospectively for the year ending December 31, 2024, including the interim periods, with the impact of adoption reflected in earnings. Early adoption is permitted. The adoption of this guidance will not have a material impact on our Consolidated Financial Statements.

Supplier Finance Program—In September 2022, the FASB issued ASU 2022-04, Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations. The guidance requires an entity that uses supplier finance programs in connection with the purchase of goods and services to disclose certain qualitative and quantitative information about its programs including the key terms and conditions, activity during the period, and potential magnitude. The guidance is effective retrospectively for the year ending December 31, 2023, including interim periods, with disclosures required for each period for which a balance sheet is presented, except for the disclosure of roll forward information, which is effective for fiscal years beginning after December 15, 2023. We are in the process of the assessing the impact of the new guidance 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 ~~$179~~$175 million and ~~$169~~$167 million at ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, respectively. Revenue recognized in each reporting period, included in the contract liability balance at the beginning of the period, was immaterial.

Disaggregation of Revenues—Effective January 1, 2023, our Catalloy and polybutene-1 products were moved from our APS segment and reintegrated into our O&P-Americas and O&P-EAI segments. See Note 12 for additional detail regarding the change in segments. Consistent with this change, we have updated the disclosure of revenue disaggregated by key products for all periods presented.

The following table presents our revenues disaggregated by key products:

Three Months Ended
September 30, Nine Months Ended
September 30,
Millions of dollars 2022 2021 2022 2021
Sales and other operating revenues:
Olefins and co-products $ 1,281 $ 1,453 $ 3,835 $ 3,729
Polyethylene 2,306 2,705 7,714 7,469
Polypropylene 1,466 2,162 5,383 5,876
Propylene oxide and derivatives 721 832 2,537 2,059
Oxyfuels and related products 1,563 1,088 4,370 2,533
Intermediate chemicals 917 910 3,228 2,436
Compounding and solutions 1,049 1,019 3,297 3,134
Advanced polymers 245 261 827 748
Refined products 2,506 2,050 8,467 4,784
Other 196 220 587 575
Total $ 12,250 $ 12,700 $ 40,245 $ 33,343


	Three Months Ended March 31,
Millions of dollars		2023		2022
Sales and other operating revenues:
Olefins and co-products		$	883	$	1,157
Polyethylene		2,016		2,707
Polypropylene		1,526		2,263
Propylene oxide and derivatives		641		885
Oxyfuels and related products		1,233		1,254
Intermediate chemicals		746		1,110
Compounding and solutions		995		1,135
Refined products		2,057		2,458
Other		150		188
Total		$	10,247	$	13,157

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,					Three Months Ended March 31,
Millions of dollars	Millions of dollars	2022		2021		2022		2021		Millions of dollars		2023		2022
Sales and other operating revenues:	Sales and other operating revenues:									Sales and other operating revenues:
United States	United States	$	5,966	$	6,387	$	19,465	$	16,089	United States		$	4,852	$	6,074
Germany	Germany	822		886		2,892		2,585		Germany		786		995
China	China	647		572		1,989		1,693		China		514		656
Japan		800		432		1,684		993
Mexico	Mexico	482		496		1,522		1,133		Mexico		430		442
Italy	Italy	387		489		1,426		1,339		Italy		376		518
Japan										Japan		365		423
France	France	312		384		1,145		1,040		France		294		387
Poland	Poland	270		300		1,039		841		Poland		239		395
The Netherlands	The Netherlands	261		423		995		1,039		The Netherlands		233		390
Other	Other	2,303		2,331		8,088		6,591		Other		2,158		2,877
Total	Total	$	12,250	$	12,700	$	40,245	$	33,343	Total		$	10,247	$	13,157

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LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

4. Accounts Receivable

Our accounts receivable are reflected in the Consolidated Balance Sheets, net of allowance for credit losses of ~~$5 million and~~ $6 million as of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021, respectively.~~2022.

5. Inventories

Inventories consisted of the following components:


Millions of dollars	Millions of dollars	September 30, 2022		December 31, 2021		Millions of dollars	March 31, 2023		December 31, 2022
Finished goods	Finished goods	$	3,287	$	3,329	Finished goods	$	3,443	$	3,027
Work-in-process	Work-in-process	184		178		Work-in-process	219		227
Raw materials and supplies	Raw materials and supplies	1,682		1,394		Raw materials and supplies	1,496		1,550
Total inventories	Total inventories	$	5,153	$	4,901	Total inventories	$	5,158	$	4,804

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

6. Debt

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


Millions of dollars	Millions of dollars	September 30, 2022		December 31, 2021		Millions of dollars	March 31, 2023		December 31, 2022
Senior Notes due 2024, $1,000 million, 5.75% ($1 million of debt issuance cost)	Senior Notes due 2024, $1,000 million, 5.75% ($1 million of debt issuance cost)	$	774	$	773	Senior Notes due 2024, $1,000 million, 5.75% ($1 million of debt issuance cost)	$	774	$	774
Senior Notes due 2055, $1,000 million, 4.625% ($15 million of discount; $11 million of debt issuance cost)	Senior Notes due 2055, $1,000 million, 4.625% ($15 million of discount; $11 million of debt issuance cost)	974		974		Senior Notes due 2055, $1,000 million, 4.625% ($15 million of discount; $11 million of debt issuance cost)	974		974
Guaranteed Notes due 2027, $300 million, 8.1%	Guaranteed Notes due 2027, $300 million, 8.1%	300		300		Guaranteed Notes due 2027, $300 million, 8.1%	300		300
Issued by LYB International Finance B.V.:	Issued by LYB International Finance B.V.:					Issued by LYB International Finance B.V.:
Guaranteed Notes due 2023, $750 million, 4.0% ($1 million of discount)		424		423
Guaranteed Notes due 2023, $750 million, 4.0%						Guaranteed Notes due 2023, $750 million, 4.0%	425		424
Guaranteed Notes due 2043, $750 million, 5.25% ($19 million of discount; $6 million of debt issuance cost)	Guaranteed Notes due 2043, $750 million, 5.25% ($19 million of discount; $6 million of debt issuance cost)	725		724		Guaranteed Notes due 2043, $750 million, 5.25% ($19 million of discount; $6 million of debt issuance cost)	725		725
Guaranteed Notes due 2044, $1,000 million, 4.875% ($10 million of discount; $9 million of debt issuance cost)		981		981
Guaranteed Notes due 2044, $1,000 million, 4.875% ($10 million of discount; $8 million of debt issuance cost)						Guaranteed Notes due 2044, $1,000 million, 4.875% ($10 million of discount; $8 million of debt issuance cost)	982		982
Issued by LYB International Finance II B.V.:	Issued by LYB International Finance II B.V.:					Issued by LYB International Finance II B.V.:
Guaranteed Notes due 2026, €500 million, 0.875% ($1 million of discount; $2 million of debt issuance cost)	Guaranteed Notes due 2026, €500 million, 0.875% ($1 million of discount; $2 million of debt issuance cost)	474		562		Guaranteed Notes due 2026, €500 million, 0.875% ($1 million of discount; $2 million of debt issuance cost)	529		518
Guaranteed Notes due 2027, $1,000 million, 3.5% ($3 million of discount; $2 million of debt issuance cost)		588		631
Guaranteed Notes due 2027, $1,000 million, 3.5% ($2 million of discount; $2 million of debt issuance cost)						Guaranteed Notes due 2027, $1,000 million, 3.5% ($2 million of discount; $2 million of debt issuance cost)	590		587
Guaranteed Notes due 2031, €500 million, 1.625% ($4 million of discount; $3 million of debt issuance cost)	Guaranteed Notes due 2031, €500 million, 1.625% ($4 million of discount; $3 million of debt issuance cost)	471		558		Guaranteed Notes due 2031, €500 million, 1.625% ($4 million of discount; $3 million of debt issuance cost)	528		516
Issued by LYB International Finance III LLC:	Issued by LYB International Finance III LLC:					Issued by LYB International Finance III LLC:
Guaranteed Notes due 2025, $500 million, 1.25% ($1 million of discount; $2 million of debt issuance cost)	Guaranteed Notes due 2025, $500 million, 1.25% ($1 million of discount; $2 million of debt issuance cost)	475		486		Guaranteed Notes due 2025, $500 million, 1.25% ($1 million of discount; $2 million of debt issuance cost)	477		475
Guaranteed Notes due 2030, $500 million, 3.375% ($1 million of debt issuance cost)	Guaranteed Notes due 2030, $500 million, 3.375% ($1 million of debt issuance cost)	119		143		Guaranteed Notes due 2030, $500 million, 3.375% ($1 million of debt issuance cost)	124		120
Guaranteed Notes due 2030, $500 million, 2.25% ($3 million of discount; $4 million of debt issuance cost)		468		490
Guaranteed Notes due 2030, $500 million, 2.25% ($3 million of discount; $3 million of debt issuance cost)						Guaranteed Notes due 2030, $500 million, 2.25% ($3 million of discount; $3 million of debt issuance cost)	473		469
Guaranteed Notes due 2040, $750 million, 3.375% ($2 million of discount; $7 million of debt issuance cost)	Guaranteed Notes due 2040, $750 million, 3.375% ($2 million of discount; $7 million of debt issuance cost)	741		741		Guaranteed Notes due 2040, $750 million, 3.375% ($2 million of discount; $7 million of debt issuance cost)	741		741
Guaranteed Notes due 2049, $1,000 million, 4.2% ($14 million of discount; $10 million of debt issuance cost)	Guaranteed Notes due 2049, $1,000 million, 4.2% ($14 million of discount; $10 million of debt issuance cost)	976		975		Guaranteed Notes due 2049, $1,000 million, 4.2% ($14 million of discount; $10 million of debt issuance cost)	976		976
Guaranteed Notes due 2050, $1,000 million, 4.2% ($6 million of discount; $10 million of debt issuance cost)	Guaranteed Notes due 2050, $1,000 million, 4.2% ($6 million of discount; $10 million of debt issuance cost)	971		981		Guaranteed Notes due 2050, $1,000 million, 4.2% ($6 million of discount; $10 million of debt issuance cost)	973		971
Guaranteed Notes due 2051, $1,000 million, 3.625% ($2 million of discount; $11 million of debt issuance cost)	Guaranteed Notes due 2051, $1,000 million, 3.625% ($2 million of discount; $11 million of debt issuance cost)	892		986		Guaranteed Notes due 2051, $1,000 million, 3.625% ($2 million of discount; $11 million of debt issuance cost)	914		897
Guaranteed Notes due 2060, $500 million, 3.8% ($4 million of discount; $6 million of debt issuance cost)	Guaranteed Notes due 2060, $500 million, 3.8% ($4 million of discount; $6 million of debt issuance cost)	480		490		Guaranteed Notes due 2060, $500 million, 3.8% ($4 million of discount; $6 million of debt issuance cost)	484		481
Other	Other	44		34		Other	44		42
Total	Total	10,877		11,252		Total	11,033		10,972
Less current maturities	Less current maturities	(432)		(6)		Less current maturities	(432)		(432)
Long-term debt	Long-term debt	$	10,445	$	11,246	Long-term debt	$	10,601	$	10,540

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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
		Three Months Ended September 30,				Nine Months Ended September 30,				September 30,		December 31,			Three Months Ended March 31,				March 31,		December 31,
Millions of dollars	Millions of dollars	2022		2021		2022		2021		2022		2021		Millions of dollars			2023		2022		2023		2022
Guaranteed Notes due 2025, 1.25%	Guaranteed Notes due 2025, 1.25%	$	3	$	1	$	12	$	1	$	14	$	2	Guaranteed Notes due 2025, 1.25%			$	(2)	$	7	$	12	$	14
Guaranteed Notes due 2026, 0.875%	Guaranteed Notes due 2026, 0.875%	3		1		10		2		11		1		Guaranteed Notes due 2026, 0.875%			(1)		4		12		13
Guaranteed Notes due 2027, 3.5%	Guaranteed Notes due 2027, 3.5%	15		5		44		12		(2)		(46)		Guaranteed Notes due 2027, 3.5%			(3)		19		(3)		—
Guaranteed Notes due 2030, 3.375%	Guaranteed Notes due 2030, 3.375%	8		1		24		(3)		22		(2)		Guaranteed Notes due 2030, 3.375%			(4)		10		17		21
Guaranteed Notes due 2030, 2.25%	Guaranteed Notes due 2030, 2.25%	7		1		23		1		25		2		Guaranteed Notes due 2030, 2.25%			(3)		10		21		24
Guaranteed Notes due 2031, 1.625%	Guaranteed Notes due 2031, 1.625%	7		—		10		—		10		—		Guaranteed Notes due 2031, 1.625%			(2)		—		9		11
Guaranteed Notes due 2050, 4.2%	Guaranteed Notes due 2050, 4.2%	5		1		10		1		13		3		Guaranteed Notes due 2050, 4.2%			(2)		5		11		13
Guaranteed Notes due 2051, 3.625%	Guaranteed Notes due 2051, 3.625%	41		—		95		—		95		—		Guaranteed Notes due 2051, 3.625%			(17)		29		73		90
Guaranteed Notes due 2060, 3.8%	Guaranteed Notes due 2060, 3.8%	8		—		10		—		10		—		Guaranteed Notes due 2060, 3.8%			(3)		—		6		9
Total	Total	$	97	$	10	$	238	$	14	$	198	$	(40)	Total			$	(37)	$	84	$	158	$	195

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

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


Millions of dollars	Millions of dollars	September 30, 2022		December 31, 2021		Millions of dollars	March 31, 2023		December 31, 2022
U.S. Receivables Facility	U.S. Receivables Facility	$	—	$	—	U.S. Receivables Facility	$	—	$	—
Commercial paper	Commercial paper	300		204		Commercial paper	200		200
Precious metal financings	Precious metal financings	131		155		Precious metal financings	142		131
Other	Other	8		3		Other	1		18
Total Short-term debt	Total Short-term debt	$	439	$	362	Total Short-term debt	$	343	$	349

Long-Term Debt

Senior Revolving Credit Facility—Our $3,250 million ~~Senior~~senior unsecured revolving credit facility (the “Senior Revolving Credit ~~Facility,~~Facility”), which expires in November 2026, may be used for dollar and euro denominated borrowings. The facility has a $200 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, LIBOR rate or EURIBOR rate, plus an applicable margin. Additional fees are incurred for the average daily unused commitments. At ~~September 30, 2022,~~March 31, 2023, we had no borrowings or letters of credit outstanding and ~~$2,950~~$3,050 million of unused availability under this facility.

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Short-Term Debt

U.S. Receivables Facility—Our U.S. Receivables Facility, which expires in June 2024, has a purchase limit of $900 million in addition to a $300 million uncommitted accordion feature. This facility provides liquidity through the sale or contribution of trade receivables by certain of our U.S. subsidiaries to a wholly owned, bankruptcy-remote subsidiary on an ongoing basis and without recourse. We pay variable interest rates on our secured borrowings. Additional fees are incurred for the average daily unused commitments. This facility also provides for the issuance of letters of credit up to $200 million. At ~~September 30, 2022,~~March 31, 2023, we had no borrowings or letters of credit outstanding and $900 million unused availability under this facility.

Commercial Paper Program—We have a commercial paper program under which we may issue up to $2,500 million of privately placed, unsecured, short-term promissory notes (“commercial paper”). Interest rates on commercial paper outstanding at March 31, 2023 are based on the terms of the notes and ~~was 3.35% at September 30, 2022.~~range from 4.90% to 4.98%. At ~~September 30, 2022,~~March 31, 2023, we had ~~$300~~$200 million of outstanding commercial paper.

Weighted Average Interest Rate—At ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, our weighted average interest rates on outstanding Short-term debt were ~~3.0%~~4.0% and ~~0.9%~~3.7%, respectively.

Additional Information

Debt ~~Discount and Issuance Costs~~Compliance—Amortization of debt discounts and debt issuance costs resulted in amortization expense of $11 million and $21 million for the nine months ended September 30, 2022 and 2021, respectively, which is included in Interest expense in the Consolidated Statements of Income.

As of ~~September 30, 2022,~~March 31, 2023, we are in compliance with our debt covenants.

Supply Chain Finance Arrangements

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

As of March 31, 2023 and December 31, 2022, Accounts payable-Trade included $63 million and $53 million, respectively, payable to suppliers who have elected to participate in the supply chain financing program. We do not believe that future changes in the availability of supply chain financing will have a significant impact on our liquidity.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

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.

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, 2022				December 31, 2021						March 31, 2023				December 31, 2022
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	$	15	$	41	$	24	Prepaid expenses and other current assets	Commodities	$	8	$	2	$	—	$	—	Prepaid expenses and other current assets

Commodities											Commodities	32		4		—		—		Other assets
Foreign currency	Foreign currency	612		144		614		63		Prepaid expenses and other current assets	Foreign currency	903		114		903		109		Prepaid expenses and other current assets
Foreign currency	Foreign currency	3,666		396		1,785		43		Other assets	Foreign currency	2,099		114		2,725		133		Other assets
Interest rates	Interest rates	—		26		—		7		Prepaid expenses and other current assets	Interest rates	—		28		—		16		Prepaid expenses and other current assets
Interest rates	Interest rates	400		16		300		1		Other assets	Interest rates	400		10		400		25		Other assets
Derivatives not designated as hedges:	Derivatives not designated as hedges:										Derivatives not designated as hedges:
Commodities	Commodities	160		14		221		30		Prepaid expenses and other current assets	Commodities	215		39		192		27		Prepaid expenses and other current assets
Commodities		2		—		—		—		Other assets

Foreign currency	Foreign currency	318		5		34		1		Prepaid expenses and other current assets	Foreign currency	144		1		160		—		Prepaid expenses and other current assets
Non-derivatives:

Equity securities		—		—		9		8		Short-term investments

Total	Total	$	5,193	$	616	$	3,004	$	177		Total	$	3,801	$	312	$	4,380	$	310

Liabilities–	Liabilities–										Liabilities–
Derivatives designated as hedges:	Derivatives designated as hedges:										Derivatives designated as hedges:

Commodities											Commodities	$	16	$	2	$	35	$	14	Accrued liabilities
Commodities	Commodities	$	43	$	4	$	—	$	—	Accrued liabilities	Commodities	24		4		—		—		Other liabilities
Foreign currency	Foreign currency	—		23		—		14		Accrued liabilities	Foreign currency	—		27		—		15		Accrued liabilities
Foreign currency	Foreign currency	—		—		1,800		99		Other liabilities	Foreign currency	1,500		29		650		8		Other liabilities
Interest rates	Interest rates	—		15		—		3		Accrued liabilities	Interest rates	—		26		—		23		Accrued liabilities
Interest rates	Interest rates	2,145		237		1,863		280		Other liabilities	Interest rates	2,168		191		2,164		229		Other liabilities
Derivatives not designated as hedges:	Derivatives not designated as hedges:										Derivatives not designated as hedges:
Commodities	Commodities	101		19		24		1		Accrued liabilities	Commodities	143		8		50		11		Accrued liabilities
Commodities	Commodities	7		—		—		—		Other liabilities	Commodities	11		2		7		3		Other liabilities
Foreign currency	Foreign currency	87		1		188		2		Accrued liabilities	Foreign currency	423		11		236		6		Accrued liabilities

Total	Total	$	2,383	$	299	$	3,875	$	399		Total	$	4,285	$	300	$	3,142	$	309

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

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

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


		September 30, 2022				December 31, 2021					March 31, 2023				December 31, 2022
Millions of dollars	Millions of dollars	Carrying Value		Fair Value		Carrying Value		Fair Value		Millions of dollars	Carrying Value		Fair Value		Carrying Value		Fair Value

Precious metal financings	Precious metal financings	$	131	$	126	$	155	$	130	Precious metal financings	$	142	$	114	$	131	$	113
Long-term debt	Long-term debt	10,420		9,025		11,218		12,756		Long-term debt	10,580		9,201		10,517		8,882
Total	Total	$	10,551	$	9,151	$	11,373	$	12,886	Total	$	10,722	$	9,315	$	10,648	$	8,995

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

Derivative Instruments:

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

September 30, 2022

December 31, 2021

March 31, 2023

December 31, 2022

Millions of dollars

Notional Amount

Maturity Date

Millions of dollars

Notional Amount

Maturity Date

Derivatives designated as hedges:

Cash flow hedges

2022 to 2023

Cash flow hedges

2023 to 2026

Derivatives not designated as hedges:

Commodity contracts

270

245

2022 to 2024

Commodity contracts

369

249

2023 to 2024

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

September 30, 2022 December 31, 2021
Millions of dollars Notional Amount Notional Amount Maturity Date
Cash flow hedges $ 400 $ 1,000 2024
Fair value hedges 2,145 1,163 2025 to 2031

As of December 31, 2021, Other assets included $238 million of collateral related to forward-starting interest swaps. As of September 30, 2022, there was no collateral remaining as it had been returned.


	March 31, 2023		December 31, 2022
Millions of dollars	Notional Amount		Notional Amount		Maturity Date
Cash flow hedges	$	400	$	400	2024
Fair value hedges	2,168		2,164		2025 to 2031

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

September 30, 2022

December 31, 2021

March 31, 2023

December 31, 2022

Millions of dollars

Notional Amount

Maturity Date

Millions of dollars

Notional Amount

Maturity Date

Net investment hedges

3,128

3,048

2023 to 2030

Net investment hedges

3,352

3,128

2023 to 2030

Cash flow hedges

1,150

2024 to 2027

Cash flow hedges

1,150

2024 to 2027

Not designated

405

222

2022 to 2023

Not designated

567

396

2023 to 2024

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LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

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

Effects of Financial Instruments
Three Months Ended September 30,
Balance Sheet Income Statement
Gain (Loss)
Recognized in
AOCI Gain (Loss) Reclassified
to Income
from AOCI Additional Gain
(Loss) Recognized
in Income Income Statement
Millions of dollars 2022 2021 2022 2021 2022 2021 Classification
Derivatives designated as hedges:
Commodities $ 10 $ 38 $ (22) $ (14) $ — $ — Cost of sales
Foreign currency 285 135 (67) (60) 20 9 Interest expense
Interest rates 29 17 1 1 (94) (5) Interest expense
Derivatives not designated as hedges:
Commodities — — — — (16) 6 Sales and other operating revenues
Commodities — — — — (28) 49 Cost of sales
Foreign currency — — — — (15) (32) Other income (expense), net
Total $ 324 $ 190 $ (88) $ (73) $ (133) $ 27


		Effects of Financial Instruments														Effects of Financial Instruments
		Nine Months Ended September 30,														Three Months Ended March 31,
		Balance Sheet								Income Statement						Balance Sheet								Income Statement
		Gain (Loss) Recognized in AOCI				Gain (Loss) Reclassified to Income from AOCI				Additional Gain (Loss) Recognized in Income				Income Statement		Gain (Loss) Recognized in AOCI				Gain (Loss) Reclassified to Income from AOCI				Additional Gain (Loss) Recognized in Income				Income Statement
Millions of dollars	Millions of dollars	2022		2021		2022		2021		2022		2021		Classification	Millions of dollars	2023		2022		2023		2022		2023		2022		Classification
Derivatives designated as hedges:	Derivatives designated as hedges:														Derivatives designated as hedges:

Commodities	Commodities	$	40	$	67	$	(54)	$	(18)	$	—	$	—	Cost of sales	Commodities	$	(5)	$	26	$	19	$	(11)	$	—	$	—	Cost of sales
Foreign currency	Foreign currency	607		274		(169)		(128)		51		34		Interest expense	Foreign currency	(55)		44		20		(25)		14		(4)		Interest expense
Interest rates	Interest rates	287		117		4		4		(221)		—		Interest expense	Interest rates	(14)		112		1		1		23		(77)		Interest expense
Derivatives not designated as hedges:	Derivatives not designated as hedges:														Derivatives not designated as hedges:
Commodities	Commodities	—		—		—		—		66		18		Sales and other operating revenues	Commodities	—		—		—		—		(33)		36		Sales and other operating revenues
Commodities	Commodities	—		—		—		—		(17)		72		Cost of sales	Commodities	—		—		—		—		27		3		Cost of sales
Foreign currency	Foreign currency	—		—		—		—		(54)		(61)		Other income (expense), net	Foreign currency	—		—		—		—		(11)		(19)		Other income, net

Total	Total	$	934	$	458	$	(219)	$	(142)	$	(175)	$	63		Total	$	(74)	$	182	$	40	$	(35)	$	20	$	(61)

As of ~~September 30, 2022,~~March 31, 2023, on a pre-tax basis, $6$3 million is scheduled to be reclassified from Accumulated other comprehensive loss as an increase to Interest expense over the next twelve months.

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~~LYONDELLBASELL INDUSTRIES N.V.~~

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

Other Financial Instruments:

Cash and Cash Equivalents—At ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, we had marketable securities classified as Cash and cash equivalents of ~~$1,075~~$1,065 million and ~~$438~~$1,191 million, respectively.

8. ~~Pension Benefits~~

~~Components of net periodic pension costs for our U.S. and non-U.S. plans are as follows:~~
U.S. Plans
Three Months Ended
September 30, Nine Months Ended
September 30,
Millions of dollars 2022 2021 2022 2021
Service cost $ 11 $ 15 $ 37 $ 45
Interest cost 13 9 34 26
Expected return on plan assets (20) (28) (77) (82)
Settlement loss 6 20 100 24
Actuarial loss amortization 4 8 16 29
Net periodic benefit costs $ 14 $ 24 $ 110 $ 42

Non-U.S. Plans
Three Months Ended
September 30, Nine Months Ended
September 30,
Millions of dollars 2022 2021 2022 2021
Service cost $ 9 $ 11 $ 28 $ 33
Interest cost 7 5 21 16
Expected return on plan assets (5) (4) (15) (12)
Prior service amortization 2 1 3 2
Actuarial loss amortization 2 4 6 12
Net periodic benefit costs $ 15 $ 17 $ 43 $ 51

~~The components of net periodic benefit cost other than the service cost component are included in Other income (expense), net in the Consolidated Statements of Income.~~

In May 2022, a LyondellBasell sponsored pension plan purchased a group annuity contract from an insurance company to transfer $361 million of our outstanding pension benefit obligations related to certain U.S. retirees and beneficiaries. The purchase of the group annuity contract was funded with pension plan assets. The insurance company is now required to pay and administer the retirement benefits owed to approximately 9,000 U.S. retirees and beneficiaries with no change to their monthly retirement benefit payment amounts. In connection with this transaction, in the second quarter of 2022, we recognized a non-cash pension settlement loss of $80 million, reflected in Other income (expense), net, primarily related to the accelerated recognition of actuarial losses included in Accumulated other comprehensive loss.

~~Table of Contents~~

~~LYONDELLBASELL INDUSTRIES N.V.~~

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

9. Income Taxes

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

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LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

Our exempt income primarily includes interest income, export incentives, and equity earnings 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 if certain legislative changes are enacted, including Pillar Two proposals by~~law. We continue to monitor the Organization for Economic Cooperation and Development (“OECD”).

~~On August 16, 2022,~~’s Pillar One and Two legislation which focus on taxing rights and minimum taxes in countries where we operate, including the U.S. enacted the Inflation Reduction Act (“IRA”) which is intended to address climate change, lower health-care costs and reduce the federal deficit. We are continuing to analyze the provisions included in the IRA;United Kingdom; however, we do not expect itthe impact to ~~have a~~be material ~~impact~~based on ~~our Consolidated Financial Statements.~~

~~Our effective income tax rate for~~ the ~~third quarter of 2022 was 21.2% compared with 20.4% for the third quarter of 2021. The higher effective tax rate for the third quarter of 2022 is primarily attributable~~principles agreed to ~~return to accrual adjustments and decreased exempt income of 1.9% and 0.3% respectively, offset by changes in pre-tax income in countries with varying statutory tax rates of 1.6%.~~at this stage.

Our effective income tax rate for the first ~~nine months~~quarter of ~~2022~~2023 was ~~19.3%~~26.0% compared with ~~17.4%~~19.3% for the first ~~nine months~~quarter of 2021. In the first nine months of 2021, we benefited from return to accrual adjustments primarily associated with a step-up of certain Italian assets to fair market value and benefits resulting from the Coronavirus Aid, Relief, and Economic Security Act, also known as “CARES Act” of 2.0% and 1.1%, respectively; such benefits did not impact our2022. The higher effective tax rate infor the first ~~nine months~~quarter of ~~2022. These increases were partially offset by 1.4% decrease in our effective income tax rate~~2023 was primarily due to ~~changes in pre-tax income in countries with varying statutory~~the first quarter 2023 goodwill impairment, for which there is no tax ~~rates.~~

benefit, of 6.6%.

~~10.~~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, 2022,~~Additionally, we ~~had~~have capital expenditure commitments, which we ~~incurred~~incur in our normal course of ~~business, including commitments of approximately $137 million related to building our new PO/TBA plant in Houston, Texas.~~business.

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

~~Table of Contents~~

~~LYONDELLBASELL INDUSTRIES N.V.~~

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

Environmental Remediation—Our accrued liability for future environmental remediation costs at current and former plant sites and other remediation sites totaled ~~$122~~$126 million and ~~$138~~$127 million as of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, respectively. At ~~September 30, 2022,~~March 31, 2023, the accrued liabilities for individual sites range from less than $1 million to ~~$26~~$25 million. The remediation expenditures are expected to occur over a number of years and are not concentrated in any single year. In our opinion, it is reasonably possible that losses in excess of the liabilities recorded may have been incurred. However, we cannot estimate any amount or range of such possible additional losses. New information about sites, new technology or future developments, such as involvement in investigations by regulatory agencies, could require us to reassess our potential exposure related to environmental matters.

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, 2022,~~March 31, 2023, 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.

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LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

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

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

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

~~Table of Contents~~

~~LYONDELLBASELL INDUSTRIES N.V.~~

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

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

Shareholders’ Equity

Dividend Distributions—The following table summarizes the dividends paid in the periods ~~presented, including the special dividend that our board of directors declared in May 2022:~~presented:

Millions of dollars, except per share amounts Dividend Per
Ordinary Share Aggregate
Dividends Paid Date of Record
March 2022 - Quarterly dividend $ 1.13 $ 371 March 7, 2022
June 2022 - Quarterly dividend 1.19 389 June 6, 2022
June 2022 - Special dividend 5.20 1,704 June 6, 2022
September 2022 - Quarterly dividend 1.19 388 August 29, 2022
$ 8.71 $ 2,852

In addition to the dividends paid to ordinary shareholders above, we paid $7 million of dividend equivalents to holders of restricted stock unit awards during the first nine months of 2022, which are recognized as dividends in Retained earnings.


Millions of dollars, except per share amounts	Dividend Per Ordinary Share		Aggregate Dividends Paid		Date of Record
March 2023 - Quarterly dividend	$	1.19	$	389	March 6, 2023

Share Repurchase Authorization—In May 2022, our shareholders approved a proposal to authorize us to repurchase up to 34.0 million ordinary shares, through November 27, 2023 (“2022 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.

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


Millions of dollars, except shares and per share amounts	Millions of dollars, except shares and per share amounts	Shares Repurchased	Average Purchase Price		Total Purchase Price, Including Commissions and Fees		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, 2022:
2021 Share Repurchase Authorization		2,111,538	$	97.72	$	206
For three months ended March 31, 2023:							For three months ended March 31, 2023:

2022 Share Repurchase Authorization	2022 Share Repurchase Authorization	2,286,216	87.50		200		2022 Share Repurchase Authorization	846,500	$	87.28	$	74
		4,397,754	$	92.41	$	406

For nine months ended September 30, 2021:
For three months ended March 31, 2022:							For three months ended March 31, 2022:
2021 Share Repurchase Authorization	2021 Share Repurchase Authorization	953,681	$	93.34	$	89	2021 Share Repurchase Authorization	2,073,378	$	97.70	$	202

Total cash paid for share repurchases for the ~~nine~~three months ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~ was ~~$420~~$70 million and ~~$78~~$217 million, respectively. Cash payments made during the reporting period may differ from the total purchase price, including commissions and fees, due to the timing of payments.

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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,			Three Months Ended March 31,
		2022	2021		2023	2022
Ordinary shares outstanding:	Ordinary shares outstanding:			Ordinary shares outstanding:
Beginning balance	Beginning balance	329,536,389	334,015,220	Beginning balance	325,723,567	329,536,389
Share-based compensation	Share-based compensation	273,943	415,857	Share-based compensation	516,142	123,550

Employee stock purchase plan	Employee stock purchase plan	210,504	149,956	Employee stock purchase plan	75,392	57,473
Purchase of ordinary shares	Purchase of ordinary shares	(4,397,754)	(953,681)	Purchase of ordinary shares	(846,500)	(2,073,378)
Ending balance	Ending balance	325,623,082	333,627,352	Ending balance	325,468,601	327,644,034

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


		Nine Months Ended September 30,			Three Months Ended March 31,
		2022	2021		2023	2022
Ordinary shares held as treasury shares:	Ordinary shares held as treasury shares:			Ordinary shares held as treasury shares:
Beginning balance	Beginning balance	10,675,605	6,030,408	Beginning balance	14,698,931	10,675,605
Share-based compensation	Share-based compensation	(273,943)	(415,857)	Share-based compensation	(516,142)	(123,550)

Employee stock purchase plan	Employee stock purchase plan	—	(50,006)	Employee stock purchase plan	(75,392)	—
Purchase of ordinary shares	Purchase of ordinary shares	4,397,754	953,681	Purchase of ordinary shares	846,500	2,073,378

Ending balance	Ending balance	14,799,416	6,518,226	Ending balance	14,953,897	12,625,433

Accumulated Other Comprehensive Loss—The components of, and after-tax changes in, Accumulated other comprehensive loss as of and for the ~~nine~~three months ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~ are presented in the following tables:

Millions of dollars Financial
Derivatives Defined Benefit
Pension and Other
Postretirement
Benefit Plans Foreign
Currency
Translation
Adjustments Total
Balance – December 31, 2021 $ (354) $ (528) $ (921) $ (1,803)
Other comprehensive income (loss) before reclassifications 490 53 (236) 307
Tax expense before reclassifications (113) (12) (119) (244)
Amounts reclassified from accumulated other comprehensive loss (219) 121 — (98)
Tax (expense) benefit 55 (28) — 27
Net other comprehensive income (loss) 213 134 (355) (8)
Balance – September 30, 2022 $ (141) $ (394) $ (1,276) $ (1,811)


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

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)


Millions of dollars	Millions of dollars	Financial Derivatives		Unrealized Gains (Losses) on Available -for-Sale Debt Securities		Defined Benefit Pension and Other Postretirement Benefit Plans		Foreign Currency Translation Adjustments		Total		Millions of dollars	Financial Derivatives		Defined Benefit Pension and Other Postretirement Benefit Plans		Foreign Currency Translation Adjustments		Total
Balance – December 31, 2020		$	(426)	$	1	$	(752)	$	(766)	$	(1,943)
Balance – December 31, 2021												Balance – December 31, 2021	$	(354)	$	(528)	$	(921)	$	(1,803)
Other comprehensive income (loss) before reclassifications	Other comprehensive income (loss) before reclassifications	311		(1)		—		(92)		218		Other comprehensive income (loss) before reclassifications	147		—		(14)		133
Tax expense before reclassifications	Tax expense before reclassifications	(69)		—		—		(35)		(104)		Tax expense before reclassifications	(32)		—		(11)		(43)
Amounts reclassified from accumulated other comprehensive loss	Amounts reclassified from accumulated other comprehensive loss	(142)		—		66		—		(76)		Amounts reclassified from accumulated other comprehensive loss	(35)		8		—		(27)
Tax (expense) benefit	Tax (expense) benefit	32		—		(10)		—		22		Tax (expense) benefit	8		(3)		—		5
Net other comprehensive income (loss)	Net other comprehensive income (loss)	132		(1)		56		(127)		60		Net other comprehensive income (loss)	88		5		(25)		68
Balance – September 30, 2021		$	(294)	$	—	$	(696)	$	(893)	$	(1,883)
Balance – March 31, 2022												Balance – March 31, 2022	$	(266)	$	(523)	$	(946)	$	(1,735)

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
Millions of dollars 2022 2021 2022 2021
Reclassification adjustments for:
Financial derivatives:
Commodities $ (22) $ (14) $ (54) $ (18) Cost of sales
Foreign currency (67) (60) (169) (128) Interest expense
Interest rates 1 1 4 4 Interest expense
Income tax benefit 22 17 55 32 Provision for income taxes
Financial derivatives, net of tax (66) (56) (164) (110)
Amortization of defined pension items:
Settlement loss 6 20 100 24 Other income (expense), net
Actuarial loss 5 14 18 40 Other income (expense), net
Prior service cost 1 — 3 2 Other income (expense), net
Income tax expense (2) (6) (28) (10) Provision for income taxes
Defined pension items, net of tax 10 28 93 56
Total reclassifications, before tax (76) (39) (98) (76)
Income tax benefit 20 11 27 22 Provision for income taxes
Total reclassifications, after tax $ (56) $ (28) $ (71) $ (54) Amount included in net income

~~Table of Contents~~

~~LYONDELLBASELL INDUSTRIES N.V.~~

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


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

Commodities	$	19	$	(11)		Cost of sales
Foreign currency	20		(25)			Interest expense
Interest rates	1		1			Interest expense
Income tax (expense) benefit	(10)		8			Provision for income taxes
Financial derivatives, net of tax	30		(27)

Amortization of defined pension items:

Actuarial loss	2		7			Other income, net
Prior service cost	1		1			Other income, net
Income tax expense	(1)		(3)			Provision for income taxes
Defined pension items, net of tax	2		5

Total reclassifications, before tax	43		(27)
Income tax (expense) benefit	(11)		5			Provision for income taxes
Total reclassifications, after tax	$	32	$	(22)		Amount included in net income

Redeemable Non-controlling Interests

Our redeemable non-controlling interests relate to shares of cumulative perpetual special stock (“redeemable non-controlling interest stock”) issued by a consolidated subsidiary. As of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, we had ~~113,471~~113,466 and ~~115,374~~113,471 shares of redeemable non-controlling interest stock outstanding, respectively. These shares may be redeemed at any time at the discretion of the holders. ~~During the three and nine months ended September 30, 2022, 1,903 shares were redeemed for approximately $2 million.~~

Table of Contents

LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

In February ~~May and August 2022,~~2023, we paid cash dividends of $15.00 per share to our redeemable non-controlling interest shareholders of record as of January 15, ~~2022, April 15, 2022 and July 15, 2022, respectively. Dividends~~2023. These dividends totaled $5$2 million for each of the ~~nine~~three months ended ~~September 30, 2022~~March 31, 2023 and ~~2021.~~2022.

~~12.~~

11. Per Share Data

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

Earnings per share data is as follows:


		Three Months Ended September 30,									Three Months Ended March 31,
		2022				2021					2023				2022
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)	$	573	$	(1)	$	1,763	$	(1)	Net income (loss)	$	475	$	(1)	$	1,321	$	(1)

Dividends on redeemable non-controlling interests	Dividends on redeemable non-controlling interests	(2)		—		(2)		—		Dividends on redeemable non-controlling interests	(2)		—		(2)		—
Net income attributable to participating securities	Net income attributable to participating securities	—		—		(4)		—		Net income attributable to participating securities	(1)		—		(2)		—
Net income (loss) attributable to ordinary shareholders – basic and diluted	Net income (loss) attributable to ordinary shareholders – basic and diluted	$	571	$	(1)	$	1,757	$	(1)	Net income (loss) attributable to ordinary shareholders – basic and diluted	$	472	$	(1)	$	1,317	$	(1)

Millions of shares, except per share amounts	Millions of shares, except per share amounts									Millions of shares, except per share amounts
Basic weighted average common stock outstanding	Basic weighted average common stock outstanding	326		326		334		334		Basic weighted average common stock outstanding	326		326		328		328
Effect of dilutive securities	Effect of dilutive securities	1		1		—		—		Effect of dilutive securities	1		1		1		1
Potential dilutive shares	Potential dilutive shares	327		327		334		334		Potential dilutive shares	327		327		329		329

Earnings per share:	Earnings per share:									Earnings per share:
Basic	Basic	$	1.75	$	—	$	5.25	$	—	Basic	$	1.45	$	—	$	4.01	$	—
Diluted	Diluted	$	1.75	$	—	$	5.25	$	—	Diluted	$	1.44	$	—	$	4.00	$	—

~~Table of Contents~~

~~LYONDELLBASELL INDUSTRIES N.V.~~

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

Nine Months Ended September 30,
2022 2021
Millions of dollars Continuing
Operations Discontinued
Operations Continuing
Operations Discontinued
Operations
Net income (loss) $ 3,539 $ (3) $ 4,892 $ (1)
Dividends on redeemable non-controlling interests (5) — (5) —
Net income attributable to participating securities (9) — (12) —
Net income (loss) attributable to ordinary shareholders – basic and diluted $ 3,525 $ (3) $ 4,875 $ (1)
Millions of shares, except per share amounts
Basic weighted average common stock outstanding 327 327 334 334
Effect of dilutive securities 1 1 — —
Potential dilutive shares 328 328 334 334
Earnings per share:
Basic $ 10.77 $ (0.01) $ 14.58 $ —
Diluted $ 10.75 $ (0.01) $ 14.57 $ —

2521

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LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

~~13.~~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 ~~(“O&P—Americas”)~~. Our O~~&P—Americas~~&P-Americas segment produces and markets olefins and co-products, polyethylene, polypropylene, Catalloyand ~~polypropylene.~~polybutene-1.

•~~Olefins and Polyolefins—Europe, Asia, International~~O&P-EAI ~~(“O&P—EAI”)~~. Our O~~&P—EAI~~&P-EAI segment produces and markets olefins and co-products, polyethylene, polypropylene, Catalloyand ~~polypropylene.~~polybutene-1.

•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”)~~.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.~~powders.

•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 from continuing operations before interest, income taxes, and depreciation and amortization.

“Other” includes intersegment eliminations and items that are not directly related or allocated to business operations, such as foreign exchange gains or losses and components of pension and other postretirement benefit costs other than service costs. Sales between segments are made ~~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, 2022
Millions of dollars O&P–
Americas O&P–
EAI I&D APS Refining Technology Other Total
Sales and other operating revenues:
Customers $ 2,300 $ 2,767 $ 3,229 $ 1,294 $ 2,506 $ 154 $ — $ 12,250
Intersegment 1,266 181 54 — 246 19 (1,766) —
3,566 2,948 3,283 1,294 2,752 173 (1,766) 12,250
Income (loss) from equity investments 19 (39) (6) — — — — (26)
EBITDA 559 (83) 360 66 106 92 8 1,108
Capital expenditures 69 52 245 20 22 25 6 439


	Three Months Ended March 31, 2023
Millions of dollars	O&P- Americas		O&P- EAI		I&D		APS		Refining		Technology		Other		Total
Sales and other operating revenues:
Customers	$	1,727	$	2,710	$	2,641	$	995	$	2,057	$	117	$	—	$	10,247
Intersegment	1,081		182		41		2		133		22		(1,461)		—
	2,808		2,892		2,682		997		2,190		139		(1,461)		10,247
Income (loss) from equity investments	23		1		(6)		(1)		—		—		—		17
EBITDA	541		77		426		(226)		246		73		(6)		1,131
Capital expenditures	82		54		179		17		2		17		1		352

2622

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LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)


		Three Months Ended September 30, 2021																	Three Months Ended March 31, 2022
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	$	3,071	$	3,262	$	2,851	$	1,280	$	2,050	$	186	$	—	$	12,700	Customers	$	2,453	$	3,687	$	3,276	$	1,135	$	2,458	$	148	$	—	$	13,157
Intersegment	Intersegment	1,337		196		43		6		238		52		(1,872)		—		Intersegment	1,281		239		63		1		262		33		(1,879)		—
		4,408		3,458		2,894		1,286		2,288		238		(1,872)		12,700			3,734		3,926		3,339		1,136		2,720		181		(1,879)		13,157
Income from equity investments		29		66		9		—		—		—		—		104
Income (loss) from equity investments																		Income (loss) from equity investments	33		1		(5)		—		—		—		—		29

EBITDA	EBITDA	1,568		474		348		121		41		155		(16)		2,691		EBITDA	939		214		546		71		148		103		(1)		2,020
Capital expenditures	Capital expenditures	72		54		327		20		17		22		2		514		Capital expenditures	135		89		163		15		14		29		1		446

Nine Months Ended September 30, 2022
Millions of dollars O&P–
Americas O&P–
EAI I&D APS Refining Technology Other Total
Sales and other operating revenues:
Customers $ 7,184 $ 9,786 $ 10,219 $ 4,124 $ 8,467 $ 465 $ — $ 40,245
Intersegment 4,046 638 169 3 793 83 (5,732) —
11,230 10,424 10,388 4,127 9,260 548 (5,732) 40,245
Income (loss) from equity investments 81 (39) (17) — — — — 25
EBITDA 2,375 264 1,581 309 672 307 1 5,509
Capital expenditures 305 250 673 50 48 81 10 1,417
The following assets are summarized and reconciled to consolidated totals in the following table:

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


Millions of dollars	O&P- Americas		O&P- EAI		I&D		APS		Refining		Technology		Total
March 31, 2023
Property, plant and equipment, net	$	6,337	$	1,914	$	5,800	$	639	$	193	$	518	$	15,401

Equity investments	2,038		1,663		563		2		—		—		4,266

December 31, 2022
Property, plant and equipment, net	$	6,378	$	1,880	$	5,728	$	636	$	255	$	510	$	15,387

Equity investments	2,053		1,655		585		2		—		—		4,295

~~In April 2022~~Segment Structure Changes and Related Goodwill Impairment—Effective January 1, 2023, our Catalloy and polybutene-1 products were moved from our APS segment and reintegrated into our O&P-Americas and O&P-EAI segments. Accordingly, on January 1, 2023, we ~~announced~~allocated goodwill from our ~~decision~~APS segment to ~~cease operation~~our O&P-Americas and O&P-EAI segments of ~~our Houston Refinery no later than~~$315 million and $269 million, respectively, based on the ~~end of 2023. We determined that exiting the refining business by the end of next year is the best strategic and financial path forward for the company. Our exit~~relative fair values of the ~~refining business progresses~~products that were reintegrated compared to the fair value of the APS segment.

As of December 31, 2022, goodwill included in our ~~decarbonization goals,~~APS reporting unit was $1,370 million, the majority of which related to the 2018 acquisition of A. Schulman. As of December 31, 2022, a large portion of the APS reporting unit’s fair value was derived from our Catalloy and polybutene-1 products, which had disproportionately low carrying values in comparison to the remaining assets of the reporting unit, which had relatively higher carrying values due to the 2018 purchase price allocation associated with the acquisition of A. Schulman. As a result of the reallocation of goodwill and the ~~site’s prime location gives us more options for advancing~~change in both fair value and carrying value among reporting units, we determined the APS reporting units goodwill fair value to be $753 million, resulting in a non-cash goodwill impairment charge of $252 million in the first quarter of 2023 in our ~~future strategic objectives,~~APS segment. Fair values were determined utilizing a discounted cash flow method under the income approach and assumptions including ~~circularity. In~~management’s view on long-term growth rates in our industry, discount rates and other assumptions based on a market participant perspective, which are inherently subjective. The fair value of the ~~interim, we will continue serving~~reporting unit is Level 3 within the ~~fuels market and consider potential alternatives for the site.~~fair value hierarchy.

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LYONDELLBASELL INDUSTRIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

Exit of Houston Refinery Operations—In April 2022 we announced our decision to cease operation of our Houston refinery no later than the end of 2023 after determining that exiting the refining business is our best strategic and financial path forward. In connection with the planned exit from the refinery business, during the first quarter of 2023 we expensed accelerated lease amortization costs ~~and~~of $51 million, personnel costs of ~~$36~~$16 million, asset retirement cost depreciation of $55 million, and ~~$48 million, respectively, during the third quarter of 2022. We also recorded liabilities for~~ asset retirement ~~obligations~~obligation accretion of ~~$121 million at September 30, 2022. We~~$2 million. In subsequent periods, we expect to ~~expense~~incur additional costs primarily consisting of accelerated amortization of operating lease assets of ~~approximately $200~~$100 million to ~~$300~~$200 million, personnel costs of ~~approximately $50~~$40 million to ~~$80~~$70 million and other charges of ~~approximately~~ $50 million to $100 million. ~~We intend~~Additionally, we estimate that the Houston refinery’s asset retirement obligations are in the range of $150 million to ~~proceed with an orderly shut-down and~~$450 million. As of March 31, 2023, we recorded asset retirement obligations of $253 million representing our best estimate. We do not ~~expect~~anticipate any material cash payments related to ~~recognize these charges all at once, but rather over time.~~

As of September 30, 2022, we had $473 million and $533 million of renewable identification numbers reflected in Prepaid expenses and other current assets and Accrued liabilities, respectively, for our refinery business.

In the second quarter of 2022 we sold our ownership interest in our polypropylene manufacturing facility located in Geelong, Australia, LyondellBasell Australia (Holdings) Pty Ltd, for consideration of $38 million. In connection with this sale, we assessed the net assetsexit of the ~~disposal group for impairment and determined that the carrying value exceeded the fair value less costs~~refinery business to ~~sell. As a result, we recognized a non-cash impairment charge~~be made in the second quarter of 2022 of $69 million in the operating results of our O&P—EAI segment. The fair value measurement for the disposal group is based on expected consideration and classified as Level 3 within the fair value hierarchy. The charge is reflected as Impairments in our Consolidated Statements of Income.2023.

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


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
Millions of dollars	Millions of dollars	2022		2021		2022		2021		Millions of dollars		2023		2022
EBITDA:	EBITDA:									EBITDA:
Total segment EBITDA	Total segment EBITDA	$	1,100	$	2,707	$	5,508	$	7,307	Total segment EBITDA		$	1,137	$	2,021
Other EBITDA	Other EBITDA	8		(16)		1		(13)		Other EBITDA		(6)		(1)
Less:	Less:									Less:
Depreciation and amortization expense	Depreciation and amortization expense	(318)		(351)		(933)		(1,016)		Depreciation and amortization expense		(396)		(311)
Interest expense	Interest expense	(70)		(126)		(202)		(366)		Interest expense		(116)		(74)
Add:	Add:									Add:
Interest income	Interest income	7		1		13		8		Interest income		23		2
Income from continuing operations before income taxes	Income from continuing operations before income taxes	$	727	$	2,215	$	4,387	$	5,920	Income from continuing operations before income taxes		$	642	$	1,637

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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

During the third quarter of 2022 our results declined compared to the second quarter of 2022. Higher energy costs, new supply and weaker markets pressured global petrochemical margins. Global demand for our products utilized in consumer packaging remained stable, but demand from durable goods markets softened. In Europe, olefins, polyolefins and intermediate chemicals markets encountered significantly higher energy costs and weak demand. In response to these challenging conditions, we postponed the restart of our ethylene cracker in France until the first quarter of 2023, margins in our O&P-Americas and ~~reduced~~O&P-EAI segments increased driven by lower ethane cost in the U.S., lower energy costs and moderately improving global demand. We increased global operating rates ~~across our global asset base~~ to ~~match lower demand. In China, markets remained weak due~~align with market conditions. Steady demand for fuels continued to zero-COVID measures and tepid growth. In North America, new supply and inventory destocking led to declines in polyolefins prices. The impacts of higher energy, raw material, labor and transportation costs were reflectedsupport margins in our ~~Advanced Polymers Solutions results. Our oxyfuels~~Intermediates and refining businesses continued to earn margins above historical averages. Lastly we launched our value enhancement program, which we expect will generate $750 million in recurring annual EBITDA by the end of 2025.Derivatives and Refining segments.

During the first ~~nine months~~quarter of 2022 our results decreased compared to the first nine months of 2021, primarily due to lower results in our O&P—Americas segment driven by lower olefin margins, and in our O&P—EAI segment driven by lower volumes and margins across most businesses, lower income from equity investments and the unfavorable impacts of foreign exchange. These declines were partially offset by higher margins in our Refining and Intermediates & Derivatives segments.

~~During the third quarter and first nine months of 2022~~2023, we generated ~~$1,414 million and $4,515~~$482 million in cash from operating ~~activities, respectively.~~activities. We remain committed to a disciplined approach to capital allocation. During the first ~~nine months~~quarter of ~~2022~~2023, we reinvested $352 million in the businesses through capital expenditures and we paid dividends of ~~$2,859~~$389 million to shareholders ~~which included a special dividend and increased quarterly dividend,~~ and repurchased ~~$420~~$70 million worth of our shares. In the first quarter of 2023 we successfully started up the world's largest PO/TBA plant.

In March 2023, we announced the decision to explore strategic options for our U.S. Gulf Coast-based ethylene oxide & derivatives (“EO&D”) business as it is not a business where we seek a leading long-term position.

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


		Three Months Ended				Nine Months Ended			Three Months Ended
		September 30,		June 30,			September 30,			September 30,			March 31,		December 31,		March 31,
Millions of dollars	Millions of dollars	2022		2022			2022			2021		Millions of dollars	2023		2022		2022
Sales and other operating revenues	Sales and other operating revenues	$	12,250	$	14,838		$	40,245		$	33,343	Sales and other operating revenues	$	10,247	$	10,206	$	13,157
Cost of sales	Cost of sales	11,088		12,267			34,491			26,463		Cost of sales	8,864		9,356		11,136
Impairments		—		69			69			—
Impairment												Impairment	252		—		—
Selling, general and administrative expenses	Selling, general and administrative expenses	319		329			976			927		Selling, general and administrative expenses	385		334		328
Research and development expenses	Research and development expenses	31		32			95			91		Research and development expenses	33		29		32
Operating income	Operating income	812		2,141			4,614			5,862		Operating income	713		487		1,661
Interest expense	Interest expense	(70)		(58)			(202)			(366)		Interest expense	(116)		(85)		(74)
Interest income	Interest income	7		4			13			8		Interest income	23		16		2
Other income (expense), net	Other income (expense), net	4		(86)			(63)			27		Other income (expense), net	5		(9)		19
(Loss) income from equity investments		(26)		22			25			389
Income (loss) from equity investments												Income (loss) from equity investments	17		(20)		29
Income from continuing operations before income taxes	Income from continuing operations before income taxes	727		2,023			4,387			5,920		Income from continuing operations before income taxes	642		389		1,637
Provision for income taxes	Provision for income taxes	154		378			848			1,028		Provision for income taxes	167		34		316
Income from continuing operations	Income from continuing operations	573		1,645			3,539			4,892		Income from continuing operations	475		355		1,321
Loss from discontinued operations, net of tax	Loss from discontinued operations, net of tax	(1)		(1)			(3)			(1)		Loss from discontinued operations, net of tax	(1)		(2)		(1)
Net income	Net income	572		1,644			3,536			4,891		Net income	474		353		1,320
Other comprehensive income (loss), net of tax –	Other comprehensive income (loss), net of tax –											Other comprehensive income (loss), net of tax –
Financial derivatives	Financial derivatives	23		102			213			132		Financial derivatives	4		(5)		88
Unrealized losses on available-for-sale debt securities		—		—			—			(1)

Defined benefit pension and other postretirement benefit plans	Defined benefit pension and other postretirement benefit plans	51		78			134			56		Defined benefit pension and other postretirement benefit plans	2		212		5
Foreign currency translations	Foreign currency translations	(169)		(161)			(355)			(127)		Foreign currency translations	59		232		(25)
Total other comprehensive (loss) income, net of tax		(95)		19			(8)			60
Total other comprehensive income, net of tax												Total other comprehensive income, net of tax	65		439		68
Comprehensive income	Comprehensive income	$	477	$	1,663		$	3,528		$	4,951	Comprehensive income	$	539	$	792	$	1,388

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RESULTS OF OPERATIONS

Revenues—Revenues remained relatively unchanged in the first quarter of 2023 compared to the fourth quarter of 2022. Lower volumes driven by lower demand resulted in a 2% decrease in revenues. Favorable foreign exchange impacts resulted in a 2% increase in revenues.

Revenues decreased by ~~$2,588~~$2,910 million, or ~~17%~~22%, in the ~~third~~first quarter of ~~2022~~2023 compared to the ~~second~~first quarter of 2022. Average sales prices were lower for many of our products as sales prices generally correlate with crude oil prices, which decreased relative to the ~~second~~first quarter of ~~2022 coupled with lower demand across most of our segments and increased industry supply in our O&P~~—~~Americas and I&D segments.~~2022. These lower prices led to a ~~12%~~13% decrease in revenue. Lower volumes driven by ~~reduced~~lower demand resulted in a 3%7% decrease in ~~Revenues.~~revenues. Unfavorable foreign exchange impacts resulted in a 2% decrease in ~~Revenues.~~

Revenues increased by $6,902 million, or 21%, in the first nine months of 2022 compared to the first nine months of 2021. Average sales prices were higher for many of our products as sales prices generally correlate with crude oil prices, which increased relative to the first nine months of 2021. These higher prices led to a 22% increase in revenue. Higher volumes driven by improved demand resulted in a 3% increase in Revenues. Unfavorable foreign exchange impacts resulted in a 4% decrease in Revenues.revenues.

Cost of Sales—Cost of sales decreased by ~~$1,179~~$492 million, or ~~10%~~5%, in the ~~third~~first quarter of 2023 compared to the fourth quarter of 2022 and by $2,272 million, or 20%, in the first quarter of 2023 compared to the ~~second~~first quarter of 2022. These decreases were primarily ~~related to~~driven by lower ~~feedstock costs.~~

~~Cost of sales increased $8,028 million, or 30%, in the first nine months of 2022 compared to the first nine months of 2021. These increases were primarily related to higher~~ feedstock and energy costs.

Impairment—During the first quarter of 2023 we recognized a non-cash goodwill impairment charge of $252 million in our APS segment after the effect of moving our Catalloy and polybutene-1 products from our APS segment and reintegrating into our O&P-Americas and O&P-EAI segments. See Note 12 to our Consolidated Financial Statements for additional information.

Operating Income—Operating income ~~decreased~~increased by ~~$1,329~~$226 million, or ~~62%~~46%, in the ~~third~~first quarter of ~~2022~~2023 compared to the ~~second~~fourth quarter of 2022. Operating income in our O&P—~~Americas,~~&P-EAI, O&P-Americas, I&D, ~~Refining, O&P~~— ~~EAI, APS~~ and Technology segments ~~decreased $377~~increased by $177 million, ~~$345~~$154 million, ~~$324 million, $207 million, $62~~$109 million, and ~~$24~~$11 million, respectively. These increases were partially offset by decreases in our APS and Refining segments of $197 million and $35 million, respectively.

Operating income decreased by ~~$1,248~~$948 million, or ~~21%~~57%, in the first ~~nine months~~quarter of ~~2022~~2023 compared to the first ~~nine months~~quarter of ~~2021.~~2022. Operating income in our O&P—~~Americas,~~&P-Americas, APS, I&D, O&P—~~EAI, APS~~&P-EAI and Technology segments decreased by ~~$1,598~~$383 million, ~~$998~~$285 million, ~~$73~~$148 million, $142 million and ~~$27~~$32 million, respectively. These decreases were partially offset by ~~increases in Operating income~~an increase in our Refining ~~and I&D segments~~segment of ~~$868 million and $565 million, respectively.~~$38 million.

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

~~Income from Equity Investments~~—Income from our equity investments decreased by $48 million, or 218%, in the third quarter of 2022 compared to the second quarter of 2022 and by $364 million, or 94%, in the first nine months of 2022 compared to the first nine months of 2021. The decrease in the third quarter of 2022 compared to the second quarter of 2022 was primarily driven by decreases in our O&P—EAI segment primarily driven by lower margins for joint ventures in the Middle East and Europe. The decrease in the first nine months of 2022 compared to the first nine months of 2021 was primarily driven by decreases in our O&P—EAI segment as a result of margin compression largely attributable to decreased spreads for our integrated cracker joint venture in China, which remained challenged by weak markets due to zero-COVID measures and logistical challenges.

Income Taxes—Our effective income tax rate for the ~~third~~first quarter of ~~2022~~2023 was ~~21.2%~~26.0% compared with ~~18.7%~~9.0% for the ~~second~~fourth quarter of 2022. The higher effective tax rate for the ~~third~~first quarter of ~~2022 is~~2023 was primarily attributable to ~~decreased exempt income and return to accrual adjustments~~fluctuations in uncertain tax positions of ~~5.1% and 1.9% respectively.~~18.3%, coupled with the first quarter 2023 goodwill impairment, for which there is no tax benefit, of 6.6%. These increases were partially offset by ~~a 5.3% decrease in our effective income tax rate due to~~ changes in ~~pre-tax income in countries with varying statutory tax rates.~~foreign exchange gains or losses of 6.4%.

Our income tax results are discussed further in Note 98 to the Consolidated Financial Statements.

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Comprehensive Income—Comprehensive income decreased by ~~$1,186 million in the third quarter of 2022 compared to the second quarter of 2022, and by $1,423~~$253 million in the first ~~nine months~~quarter of 2023 compared to the fourth quarter of 2022, primarily due to the decreases in defined pension and other postretirement benefit plans and foreign currency translations gains, offset by an increase in net income. Comprehensive income decreased by $849 million in the first quarter of 2023 compared to the first ~~nine months~~quarter of ~~2021,~~2022, primarily due to ~~declines~~the decline in net income. The activities from the remaining components of Comprehensive income are discussed below.

Financial derivatives designated as cash flow hedges, primarily our forward-starting interest rate swaps, remained relatively unchanged in the first quarter of 2023 compared to the fourth quarter of 2022. Financial derivatives designated as cash flow hedges, primarily our forward-starting interest rate swaps, led to a decrease in Comprehensive income of ~~$79 million in the third quarter of 2022 compared to the second quarter of 2022, and an increase of $81~~$84 million in the first ~~nine months~~quarter of ~~2022~~2023 compared to the first ~~nine months~~quarter of ~~2021~~2022 due to periodic changes in the benchmark interest rates, combined with ~~less~~lower notional amounts outstanding during the ~~third~~first quarter of ~~2022.~~2023.

Defined ~~benefit~~ pension and other postretirement benefit plans led to ~~an increase~~a decrease in Comprehensive income of ~~$78~~$210 million in the first ~~nine months~~quarter of 2023 compared to the fourth quarter of 2022, as the fourth quarter of 2022 reflected annual changes in actuarial assumptions. Defined pension and postretirement benefit plans remained relatively unchanged in the first quarter of 2023 compared to the first ~~nine months~~quarter of ~~2021, primarily resulting from pension settlements.~~2022.

~~We recognized additional foreign~~Foreign currency translation ~~losses~~gains in Comprehensive income ~~of $228~~decreased by $173 million in the first ~~nine months~~quarter of 2023 compared to the fourth quarter of 2022, primarily due to the weakening of the U.S. dollar relative to the euro, offset by the effective portion of our net investment hedges. Foreign currency translation gains in Comprehensive income increased by $84 million in the first quarter of 2023 compared to the first ~~nine months~~quarter of ~~2021,~~2022, primarily due to the strengthening of the U.S. dollar relative to the euro.

See ~~Note~~Notes 7 8 and 1110 to our Consolidated Financial Statements for further discussions.

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Segment Analysis

We use earnings from continuing operations before interest, income taxes, and depreciation and amortization (“EBITDA”) as our measure of profitability for segment reporting purposes. This measure of segment operating results is used by our chief operating decision maker to assess the performance of and allocate resources to our operating segments. Intersegment eliminations and items that are not directly related or allocated to business operations, such as foreign exchange gains or losses and components of pension and other postretirement benefits other than service costs are included in “Other”. For additional information related to our operating segments, as well as a reconciliation of EBITDA to its nearest ~~GAAP~~generally accepted accounting principles (“GAAP”) measure, Income from continuing operations before income taxes, see Note 1312 to our Consolidated Financial Statements.

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

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


		Three Months Ended				Nine Months Ended			Three Months Ended
		September 30,		June 30,			September 30,			September 30,			March 31,		December 31,		March 31,
Millions of dollars	Millions of dollars	2022		2022			2022			2021		Millions of dollars	2023		2022		2022
Sales and other operating revenues:	Sales and other operating revenues:											Sales and other operating revenues:
O&P—Americas segment		$	3,566	$	4,069		$	11,230		$	10,990
O&P—EAI segment		2,948		3,714			10,424			9,960
O&P-Americas segment												O&P-Americas segment	$	2,808	$	2,818	$	3,734
O&P-EAI segment												O&P-EAI segment	2,892		2,523		3,926
I&D segment	I&D segment	3,283		3,766			10,388			7,246		I&D segment	2,682		2,562		3,339
APS segment	APS segment	1,294		1,425			4,127			3,892		APS segment	997		901		1,136
Refining segment	Refining segment	2,752		3,788			9,260			5,359		Refining segment	2,190		2,633		2,720
Technology segment	Technology segment	173		194			548			586		Technology segment	139		145		181
Other, including intersegment eliminations	Other, including intersegment eliminations	(1,766)		(2,118)			(5,732)			(4,690)		Other, including intersegment eliminations	(1,461)		(1,376)		(1,879)
Total	Total	$	12,250	$	14,838		$	40,245		$	33,343	Total	$	10,247	$	10,206	$	13,157
Operating income (loss):	Operating income (loss):											Operating income (loss):
O&P—Americas segment		$	391	$	768		$	1,887		$	3,485
O&P—EAI segment		(86)		121			173			1,171
O&P-Americas segment												O&P-Americas segment	$	371	$	217	$	754
O&P-EAI segment												O&P-EAI segment	21		(156)		163
I&D segment	I&D segment	290		635			1,393			828		I&D segment	320		211		468
APS segment	APS segment	38		100			226			299		APS segment	(247)		(50)		38
Refining segment	Refining segment	98		422			668			(200)		Refining segment	186		221		148
Technology segment	Technology segment	82		106			281			308		Technology segment	61		50		93
Other, including intersegment eliminations	Other, including intersegment eliminations	(1)		(11)			(14)			(29)		Other, including intersegment eliminations	1		(6)		(3)
Total	Total	$	812	$	2,141		$	4,614		$	5,862	Total	$	713	$	487	$	1,661
Depreciation and amortization:	Depreciation and amortization:											Depreciation and amortization:
O&P—Americas segment		$	149	$	144		$	437		$	427
O&P—EAI segment		43		42			132			150
O&P-Americas segment												O&P-Americas segment	$	144	$	149	$	144
O&P-EAI segment												O&P-EAI segment	48		35		47
I&D segment	I&D segment	83		81			245			264		I&D segment	110		87		81
APS segment	APS segment	26		25			80			83		APS segment	22		24		29
Refining segment	Refining segment	9		2			11			58		Refining segment	61		28		—
Technology segment	Technology segment	8		10			28			34		Technology segment	11		11		10
Total	Total	$	318	$	304		$	933		$	1,016	Total	$	396	$	334	$	311
Income (loss) from equity investments:
O&P—Americas segment		$	19	$	29		$	81		$	94
O&P—EAI segment		(39)		(1)			(39)			263
I&D segment		(6)		(6)			(17)			32

Total		$	(26)	$	22		$	25		$	389

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		Three Months Ended				Nine Months Ended			Three Months Ended
		September 30,		June 30,			September 30,			September 30,			March 31,		December 31,		March 31,
Millions of dollars	Millions of dollars	2022		2022			2022			2021		Millions of dollars	2023		2022		2022
Income (loss) from equity investments:												Income (loss) from equity investments:
O&P-Americas segment												O&P-Americas segment	$	23	$	17	$	33
O&P-EAI segment												O&P-EAI segment	1		(29)		1
I&D segment												I&D segment	(6)		(8)		(5)
APS segment												APS segment	(1)		—		—
Total												Total	$	17	$	(20)	$	29
Other income (expense), net:	Other income (expense), net:											Other income (expense), net:
O&P—Americas segment		$	—	$	(36)		$	(30)		$	5
O&P—EAI segment		(1)		(3)			(2)			10
O&P-Americas segment												O&P-Americas segment	$	3	$	1	$	8
O&P-EAI segment												O&P-EAI segment	7		2		3
I&D segment	I&D segment	(7)		(35)			(40)			2		I&D segment	2		1		2
APS segment	APS segment	2		(7)			3			3		APS segment	—		—		4
Refining segment	Refining segment	(1)		(6)			(7)			(8)		Refining segment	(1)		—		—
Technology segment	Technology segment	2		(4)			(2)			(1)		Technology segment	1		(2)		—
Other, including intersegment eliminations	Other, including intersegment eliminations	9		5			15			16		Other, including intersegment eliminations	(7)		(11)		2
Total	Total	$	4	$	(86)		$	(63)		$	27	Total	$	5	$	(9)	$	19
EBITDA:	EBITDA:											EBITDA:
O&P—Americas segment		$	559	$	905		$	2,375		$	4,011
O&P—EAI segment		(83)		159			264			1,594
O&P-Americas segment												O&P-Americas segment	$	541	$	384	$	939
O&P-EAI segment												O&P-EAI segment	77		(148)		214
I&D segment	I&D segment	360		675			1,581			1,126		I&D segment	426		291		546
APS segment	APS segment	66		118			309			385		APS segment	(226)		(26)		71
Refining segment	Refining segment	106		418			672			(150)		Refining segment	246		249		148
Technology segment	Technology segment	92		112			307			341		Technology segment	73		59		103
Other, including intersegment eliminations	Other, including intersegment eliminations	8		(6)			1			(13)		Other, including intersegment eliminations	(6)		(17)		(1)
Total	Total	$	1,108	$	2,381		$	5,509		$	7,294	Total	$	1,131	$	792	$	2,020

Olefins and ~~Polyolefin~~—~~Americas~~Polyolefin-Americas Segment

Overview—EBITDA in the ~~third~~first quarter of ~~2022 decreased~~2023 increased compared to ~~second~~the fourth quarter of 2022 driven by ~~a decline~~improvements in olefins and ~~polyolefins~~polyethylene margins. EBITDA decreased in the first ~~nine months~~quarter of ~~2022~~2023 relative to the first ~~nine months~~quarter of ~~2021~~2022 primarily driven by lower ~~olefins margins.~~margins across most businesses.

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. In the ~~third~~first quarter of 2023, and ~~second~~the first and fourth quarters of 2022, ~~and the first nine months of 2022 and 2021,~~ approximately 65% to ~~75%~~70% of the raw materials used in our North American crackers was ethane.

Table of Contents

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

Three Months Ended Nine Months Ended
September 30, June 30, September 30, September 30,
Millions of dollars 2022 2022 2022 2021
Sales and other operating revenues $ 3,566 $ 4,069 $ 11,230 $ 10,990
Income from equity investments 19 29 81 94
EBITDA 559 905 2,375 4,011

~~Table of Contents~~


	Three Months Ended
	March 31,		December 31,		March 31,
Millions of dollars	2023		2022		2022
Sales and other operating revenues	$	2,808	$	2,818	$	3,734
Income from equity investments	23		17		33
EBITDA	541		384		939

Revenue—Revenues for our O&P—~~Americas~~&P-Americas segment ~~decreased by $503 million, or 12%,~~remained relatively unchanged in the ~~third~~first quarter of ~~2022~~2023 compared to the ~~second~~fourth quarter of 2022 and ~~increased~~decreased by ~~$240~~$926 million, or 2%25%, in the first ~~nine months~~quarter of ~~2022~~2023 compared to the first ~~nine months~~quarter of ~~2021.~~2022.

~~Third~~First quarter of ~~2022~~2023 versus ~~second~~fourth quarter of 2022—Revenue decreased by 6% as a result of lower co-product sales volumes. Higher average sales prices resulted in a revenue increase of 6% primarily driven by improving demand and lower industry supply due to outages.

First quarter of 2023 versus first quarter of 2022—Lower average sales prices across all products resulted in a ~~revenue~~27% decrease ~~of 16% primarily driven by lower demand and an increase in industry supply for polyethylene and polypropylene. Revenue increased by 4% as a result of higher sales volumes for olefins.~~

~~First nine months of 2022 versus first nine months of 2021—Higher average sales prices for co-products resulted in a 1% increase~~ in revenue primarily driven by ~~higher demand combined with tight~~increased market ~~conditions.~~supply. Higher sales volumes resulted in a revenue increase of 1%2% as ~~the first nine months~~a result of ~~2021 were impacted by the effects of unusually cold temperatures and associated electrical power outages that led to shutdowns of manufacturing facilities in Texas.~~higher co-products sales.

EBITDA—EBITDA ~~decreased~~increased by ~~$346~~$157 million, or ~~38%~~41%, in the ~~third~~first quarter of ~~2022~~2023 compared to the ~~second~~fourth quarter of 2022 and decreased by ~~$1,636~~$398 million, or ~~41%~~42%, in the first ~~nine months~~quarter of ~~2022~~2023 compared to the first ~~nine months~~quarter of ~~2021.~~2022.

~~Third~~First quarter of ~~2022~~2023 versus ~~second~~fourth quarter of 2022—Higher olefins results led to a 40% increase in EBITDA driven by higher margins as a result of lower feedstock and energy cost. Higher polyethylene results led to a 12% increase in EBITDA due to higher margins driven by higher average sales prices. Lower polypropylene results led to a 14% decrease in EBITDA driven by a decrease in spreads resulting from increased industry supply and weak demand for durable goods.

First quarter of 2023 versus first quarter of 2022—Lower polyethylene results led to a 15% decrease in EBITDA primarily driven by lower margins as a result of lower average sales prices. Lower olefins results led to a ~~22% decrease in EBITDA primarily due to lower margins driven by lower co-product prices along with a decline in the average sales price of ethylene. Lower polyethylene results led to a 17%~~13% decrease in EBITDA due to lower margins driven by ~~lower average sales prices.~~

~~First nine months of 2022 versus first nine months of 2021—Lower olefins results led to a 33% decrease in EBITDA due to lower margins driven by higher feedstock and energy costs coupled with~~ a decline in the average sales price of ~~ethylene.~~ethylene partially offset by lower feedstock costs. Lower ~~polyethylene~~polypropylene results led to a 4%13% decrease in ~~EBITDA. This change was~~EBITDA driven by ~~lower margins~~a decrease in margin as a result of lower spreads partially offset by higher volumes. Lower polypropylene results led to a 3% decrease in EBITDA. Approximately 65% of this change was driven by lower margins as a result of lower spreads with the remainder due to ~~a decrease in volumes due to unplanned downtime.~~increased industry supply and lower demand.

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

Overview—EBITDA ~~decreased~~increased in the ~~third~~first quarter of ~~2022~~2023 compared to the ~~second~~fourth quarter of 2022 primarily due to ~~lower~~improved olefins margins, ~~across all businesses~~increased polymer volumes, and ~~an increase in loss~~higher income from equity investments. EBITDA decreased in the first ~~nine months~~quarter of ~~2022~~2023 relative to the first ~~nine months~~quarter of ~~2021~~2022 primarily as a result of lower ~~margins and volumes across all businesses, lower income from equity investments and the unfavorable impacts of foreign exchange.~~polymers margins.

During the first nine months of 2022, we had planned and unplanned maintenance resulting in ethylene cracker operating rates of approximately 70% of capacity compared to 95% of capacity during the nine months ended September 30, 2021.

Ethylene Raw Materials—In Europe, naphtha is the primary raw material for our ethylene production and represented approximately 70% of the raw materials used in the ~~third~~first quarter of 2023 and ~~second~~65% and 75% used in the first and fourth quarters of 2022, ~~and the first nine months of 2022 and 2021.~~respectively.

Table of Contents

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


		Three Months Ended				Nine Months Ended			Three Months Ended
		September 30,		June 30,			September 30,			September 30,			March 31,		December 31,		March 31,
Millions of dollars	Millions of dollars	2022		2022			2022			2021		Millions of dollars	2023		2022		2022
Sales and other operating revenues	Sales and other operating revenues	$	2,948	$	3,714		$	10,424		$	9,960	Sales and other operating revenues	$	2,892	$	2,523	$	3,926
(Loss) income from equity investments	(Loss) income from equity investments	(39)		(1)			(39)			263		(Loss) income from equity investments	1		(29)		1
EBITDA	EBITDA	(83)		159			264			1,594		EBITDA	77		(148)		214

~~Table of Contents~~

Revenue—Revenues ~~decreased~~increased by ~~$766~~$369 million, or ~~21%~~15%, in the ~~third~~first quarter of ~~2022~~2023 compared to the ~~second~~fourth quarter of 2022 and ~~increased~~decreased by ~~$464~~$1,034 million, or 5%26%, in the first ~~nine months~~quarter of ~~2022~~2023 compared to the first ~~nine months~~quarter of ~~2021.~~2022.

~~Third~~First quarter of ~~2022~~2023 versus ~~second~~fourth quarter of 2022—Higher volumes resulted in a revenue increase of 14% primarily due to higher demand. Favorable foreign exchange impacts resulted in a revenue increase of 5%. Lower average sales prices resulted in a ~~14%~~4% decrease in revenue as sales prices generally correlate with crude oil prices, which on average, decreased compared to the ~~second~~fourth quarter of 2022, coupled with lower demand driven by higher energy costs. Unfavorable foreign exchange impacts resulted in a revenue decrease of 4%. Lower volumes resulted in a revenue decrease of 3% primarily due to lower demand.2022.

First ~~nine months~~quarter of ~~2022~~2023 versus first ~~nine months~~quarter of ~~2021~~2022—~~Higher~~Lower average sales prices resulted in a ~~19% increase~~16% decrease in revenue as sales prices generally correlate with crude oil prices, which on average, ~~increased~~decreased compared to the first ~~nine months~~quarter of ~~2021. Unfavorable foreign exchange impacts resulted in a revenue decrease of 8%.~~2022. Lower volumes resulted in a revenue decrease of 6% primarily due to lower ~~demand along with planned and unplanned maintenance.~~demand. Unfavorable foreign exchange impacts resulted in a revenue decrease of 4%.

EBITDA—EBITDA ~~decreased~~increased by ~~$242~~$225 million, or 152%, in the ~~third~~first quarter of ~~2022~~2023 compared to the ~~second~~fourth quarter of 2022 and decreased by ~~$1,330~~$137 million, or ~~83%~~64%, in the first ~~nine months~~quarter of ~~2022~~2023 compared to the first ~~nine months~~quarter of ~~2021.~~2022.

~~In the second~~First quarter of 2022, we recognized a $69 million non-cash impairment charge in conjunction with the sale of our polypropylene manufacturing facility located in Australia, see Note 13 to the Consolidated Financial Statements for additional information. The charge resulted in a 43% increase in EBITDA for the third quarter of 2022 compared to the second quarter of 2022 and a 4% decrease in EBITDA for the first nine months of 2022 compared to the first nine months of 2021.

~~Third quarter of 2022~~2023 versus ~~second~~fourth quarter of 2022—~~Lower polyethylene and polypropylene~~Higher olefins results led to a ~~118% decrease~~61% increase in EBITDA primarily driven by ~~lower margins as a result of~~ higher ~~energy costs and lower spreads due to decreased demand. Lower olefins results led to a 47% decrease in EBITDA primarily driven by lower~~ margins as a result of lower ethylene and co-product prices. Increased losses from our equity investments led to a decrease in EBITDA of 25% mainly attributable to lower margins in the Middle East and Europe. Unfavorable foreign exchange impacts resulted in a 6% decrease in EBITDA.

~~First nine months of 2022 versus first nine months of 2021—Lower polyethylene and polypropylene~~energy costs. Higher polyolefins results led to a ~~33% decrease~~28% increase in ~~EBITDA. Approximately 65% of the change was~~EBITDA primarily driven by ~~decreased margins resulting from~~ higher ~~energy costs and lower spreads with the remainder due to a decrease in volumes driven by lower demand. Lower olefins results led to a 21% decrease in EBITDA, which was equally driven by lower~~ volumes due to ~~planned and unplanned maintenance and lower margins resulting from higher feedstock and energy costs which outpaced~~ increased ~~ethylene prices. Lower~~demand. Improved income from our equity investments led to an increase in EBITDA of 20% mainly attributable to a gain on sale of asset recognized by one of our joint ventures in Europe. During the fourth quarter of 2022 we recognized last-in, first out (“LIFO”) inventory valuation charges of $56 million. The absence of similar charges in the first quarter of 2023 resulted in a 38% increase in EBITDA.

First quarter of 2023 versus first quarter of 2022—Lower polymer results led to an 84% decrease in EBITDA ~~of 19% mainly attributable~~primarily driven by decreased margins resulting from lower polyolefins spreads reflecting weak demand. Higher olefins results led to a 21% increase in EBITDA, which was primarily driven by higher margins resulting from lower ~~spreads. Unfavorable foreign exchange impacts resulted in an 8% decrease in EBITDA.~~feedstock costs which outpaced decreased ethylene prices.

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Intermediates and Derivatives Segment

Overview—EBITDA ~~decreased~~increased in the ~~third~~first quarter of ~~2022~~2023 compared to the ~~second~~fourth quarter of 2022, primarily driven by ~~margin compression across most businesses.~~improved margins for oxyfuels and related products. EBITDA ~~increased~~decreased in the first ~~nine months~~quarter of ~~2022~~2023 compared to the first ~~nine months~~quarter of ~~2021,~~2022, primarily driven by a decrease in margins for propylene oxide and derivatives and intermediate chemicals, partially offset by margin improvements for oxyfuels and related ~~products margin improvements.~~products.

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				Nine Months Ended			Three Months Ended
		September 30,		June 30,			September 30,			September 30,			March 31,		December 31,		March 31,
Millions of dollars	Millions of dollars	2022		2022			2022			2021		Millions of dollars	2023		2022		2022
Sales and other operating revenues	Sales and other operating revenues	$	3,283	$	3,766		$	10,388		$	7,246	Sales and other operating revenues	$	2,682	$	2,562	$	3,339
(Loss) income from equity investments		(6)		(6)			(17)			32
Loss from equity investments												Loss from equity investments	(6)		(8)		(5)
EBITDA	EBITDA	360		675			1,581			1,126		EBITDA	426		291		546

Revenue—Revenues ~~decreased~~increased by ~~$483~~$120 million, or ~~13%~~5%, in the ~~third~~first quarter of ~~2022~~2023 compared to the ~~second~~fourth quarter of 2022 and ~~increased~~decreased by ~~$3,142~~$657 million, or ~~43%~~20%, in the first ~~nine months~~quarter of ~~2022~~2023 compared to the first ~~nine months~~quarter of ~~2021.~~2022.

~~Third~~First quarter of 2023 versus fourth quarter of 2022—Higher average sales prices resulted in a 2% increase in revenue. Favorable foreign exchange impacts resulted in a 2% increase in revenue. Sales volumes improved resulting in a 1% increase in revenue.

First quarter of 2023 versus ~~second~~first quarter of 2022—Lower average sales prices resulted in a ~~14%~~9% decrease in revenue driven by lower pricing in PO derivatives, acetyls and styrene as ~~sales prices generally correlate with crude oil prices, which, on average,~~a result of higher market supply. Sales volumes decreased ~~compared~~resulting in a 9% reduction in revenue due to ~~the second quarter of 2022, coupled with~~ lower ~~demand and increased industry supply.~~demand. Unfavorable foreign exchange impacts resulted in a revenue decrease of 2%. ~~Sales volumes improved resulting~~

EBITDA—EBITDA increased by $135 million, or 46%, in ~~a 3% increase in revenue, largely due~~the first quarter of 2023 compared to the ~~absence~~fourth quarter of ~~planned~~2022 and ~~unplanned outages experienced during~~decreased by $120 million, or 22%, in the ~~second~~first quarter of 2023 compared to the first quarter of 2022.

First ~~nine months~~quarter of 2023 versus fourth quarter of 2022—EBITDA improved 25% as a result of higher oxyfuels and related products results driven by increased margins as a result of higher blend premiums and a tight gasoline market. During the fourth quarter of 2022 ~~versus~~we recognized a $26 million LIFO inventory valuation charge. The absence of a similar charge in the first ~~nine months~~quarter of ~~2021—Higher average sales prices~~2023 resulted in a ~~36%~~9% increase in revenue as sales prices generally correlate with crude oil prices, which, on average, increased compared to the same period in 2021, coupled with lower industry supply. Sales volumes improved resulting in an 11%EBITDA. Propylene oxide and derivatives results drove a 3% increase in ~~revenue~~EBITDA primarily as ~~the first nine months~~a result of ~~2021 were impacted by unusually cold temperatures and associated electrical power outages that led to shutdowns of our manufacturing facilities in Texas. Unfavorable~~increased volumes. Favorable foreign exchange impacts resulted in a ~~revenue decrease of 4%.~~2% increase in EBITDA.

~~EBITDA—EBITDA decreased by $315 million, or 47%, in the third~~First quarter of ~~2022 compared to the second quarter of 2022 and increased by $455 million, or 40%, in the~~2023 versus first ~~nine months of 2022 compared to the first nine months of 2021.~~

~~In the second quarter of 2022, we recognized a non-cash pension settlement loss of $37 million, see Note 8 to the Consolidated Financial Statements for additional information.~~This loss resulted in a 5% increase in EBITDA for the third quarter of 2022 compared to the second quarter of 2022 and a 3% decrease in EBITDA for the first nine months of 2022 compared to the first nine months of 2021.

~~Third quarter of 2022 versus second~~ quarter of 2022—Propylene oxide and derivatives results drove a 31% decrease in EBITDA as margins declined due to lower demand. Intermediate chemicals ~~and oxyfuels and related products~~ results ~~decreased~~declined, resulting in a 20% decrease in EBITDA, ~~by 31% and 14%, respectively,~~ primarily driven by lower margins due to lower average sales ~~prices. Propylene oxide~~prices from higher market supply. Oxyfuels and ~~derivatives~~related products results led to an EBITDA ~~decrease~~increase of ~~8%. Approximately 65% of the change was due to lower margins driven by higher energy costs and lower average sales prices with the remainder due to lower volumes resulting from lower demand.~~

~~First nine months of 2022 versus first nine months of 2021—Oxyfuels and related products results increased EBITDA by 48% primarily~~26% driven by margin ~~improvement as a result of~~improvements resulting from higher ~~sales prices. Propylene oxide~~blend premiums and derivatives results increased EBITDA by 6% which was equally driven by improved margins due to tight market supply and increased volumes due to higher demand. Unfavorable foreign exchange impacts resulted in a 5% decrease in EBITDA. Lower income from our equity investments led to a decrease in EBITDA of 4% mainly attributable to margin compression in Asia.strong gasoline crack spreads.

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Advanced Polymer Solutions Segment

Overview—EBITDA decreased in the ~~third~~first quarter of 2023 relative to the fourth quarter of 2022 ~~relative to~~and the ~~second~~first quarter of 2022 ~~was lower~~primarily due to the recognition of a ~~decline in the results of both advanced polymers and compounding and solutions. EBITDA~~non-cash goodwill impairment charge in the first ~~nine months~~quarter of ~~2022 relative~~2023. See Note 12 to ~~the first nine months of 2021 was lower due to a decline in compounding and solutions results partially offset by improved advanced polymers results.~~our Consolidated Financial Statements for additional information.

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


		Three Months Ended				Nine Months Ended			Three Months Ended
		September 30,		June 30,			September 30,			September 30,			March 31,		December 31,		March 31,
Millions of dollars	Millions of dollars	2022		2022			2022			2021		Millions of dollars	2023		2022		2022
Sales and other operating revenues	Sales and other operating revenues	$	1,294	$	1,425		$	4,127		$	3,892	Sales and other operating revenues	$	997	$	901	$	1,136

Loss from equity investments												Loss from equity investments	(1)		—		—
EBITDA	EBITDA	66		118			309			385		EBITDA	(226)		(26)		71

Revenue—Revenues ~~decreased~~increased by ~~$131~~$96 million, or 9%11%, in the ~~third~~first quarter of ~~2022~~2023 compared to the ~~second~~fourth quarter of 2022 and ~~increased~~decreased by ~~$235~~$139 million, or 6%12%, in the first ~~nine months~~quarter of ~~2022~~2023 compared to the first ~~nine months~~quarter of ~~2021.~~2022.

~~Third~~First quarter of ~~2022~~2023 versus ~~second~~fourth quarter of 2022—Sales volumes increased resulting in a 10% increase in revenue stemming from higher demand. Foreign exchange impacts resulted in a revenue increase of 2%. Average sales price decreased resulting in a 1% decrease in revenue.

First quarter of 2023 versus first quarter of 2022—Sales volumes decreased resulting in a 5% decrease in revenue stemming from lower demand. Average sales price decreased resulting in a 5% decrease in revenue. Unfavorable foreign exchange impacts resulted in a revenue decrease of 4%2%. Average sales price decreased resulting in a 3% decrease in revenue as sales prices generally correlate with crude oil prices, which, on average, decreased compared to the second quarter of 2022. Sales volumes decreased resulting in a 2% decrease in revenue stemming from lower demand.

~~First nine months of 2022 versus first nine months of 2021~~—Average sales price increased resulting in a 18% increase in revenue as sales prices generally correlate with crude oil prices, which, on average, increased compared to the first nine months of 2021. Foreign exchange impacts resulted in a revenue decrease of 9%. Sales volumes decreased resulting in a 3% decrease in revenue stemming from constraints in automotive production as a result of component shortages.

EBITDA—EBITDA decreased by ~~$52~~$200 million ~~or 44%,~~ in the ~~third~~first quarter of ~~2022~~2023 compared to the ~~second~~fourth quarter of 2022 and by ~~$76~~$297 million ~~or 20%,~~ in the first ~~nine months~~quarter of ~~2022~~2023 compared to the first ~~nine months~~quarter of ~~2021.~~2022.

InDuring the ~~second~~first quarter of 2023 we recognized a non-cash goodwill impairment charge of $252 million after the effect of moving our Catalloy and polybutene-1 products from our APS segment and reintegrating into our O&P-Americas and O&P-EAI segments. See Note 12 to our Consolidated Financial Statements for additional information.

First quarter of 2023 versus fourth quarter of 2022—Margins in the first quarter of 2023 improved compared to the fourth quarter of 2022, due to higher sales prices resulting in an EBITDA improvement of 100%. During the fourth quarter of 2022 we recognized a ~~non-cash pension settlement loss~~$21 million LIFO inventory valuation charge. The absence of ~~$8 million, see Note 8 to~~a similar charge in the ~~Consolidated Financial Statements for additional information. The loss~~first quarter of 2023 resulted in ~~a 7%~~an 81% increase in EBITDA ~~for the third quarter of 2022~~ compared to the ~~second~~fourth quarter of ~~2022 and a 2% decrease~~2022. The remaining change was primarily due to the recognition of the non-cash goodwill impairment charge in ~~EBITDA for~~ the first ~~nine months~~quarter of 2023, discussed above.

First quarter of 2023 versus first quarter of 2022— Margins in the first quarter of 2023 decreased compared to the first ~~nine months of 2021.~~

~~Third~~ quarter of 2022, ~~versus second quarter of 2022~~—A~~dvanced polymers and compounding and solutions results led to an EBITDA decrease of 31% and 19%, respectively. Approximately 70% of the change for both~~ a~~dvanced polymers and compounding and solutions was due to lower margins driven by higher costs with the remainder due to lower volumes resulting from lower demand.~~

~~First nine months of 2022 versus first nine months of 2021~~—Compounding and solutions results led to an EBITDA decrease of 20%. Approximately 60% of the change was due to lower volumes as described above with the remainder driven by margin compression. Advanced polymers results increased by 6% driven by margin improvementsprimarily due to higher ~~spreads. Unfavorable foreign exchange impacts~~production and raw material costs resulting a 31% decrease in EBITDA. Lower volumes resulted in a 24% decrease in EBITDA as a result of a decrease in demand. The remaining change was primarily due to the recognition of ~~7%.~~the non-cash goodwill impairment charge in the first quarter of 2023, discussed above.

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Refining Segment

Overview—EBITDA ~~decreased~~remained relatively unchanged in the ~~third~~first quarter of 2023 relative to the fourth quarter of 2022 ~~relative~~primarily due to the ~~second~~absence of a LIFO inventory valuation benefit recognized in the fourth quarter of 2022 ~~due to lower margins and planned downtime.~~offset by higher margins. EBITDA increased in the first ~~nine months~~quarter of ~~2022~~2023 compared to the first ~~nine months~~quarter of ~~2021~~2022 due to higher margins.

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


		Three Months Ended				Nine Months Ended			Three Months Ended
		September 30,		June 30,			September 30,			September 30,			March 31,		December 31,		March 31,
Millions of dollars	Millions of dollars	2022		2022			2022			2021		Millions of dollars	2023		2022		2022
Sales and other operating revenues	Sales and other operating revenues	$	2,752	$	3,788		$	9,260		$	5,359	Sales and other operating revenues	$	2,190	$	2,633	$	2,720
EBITDA	EBITDA	106		418			672			(150)		EBITDA	246		249		148

Thousands of barrels per day	Thousands of barrels per day											Thousands of barrels per day
Heavy crude oil processing rates	Heavy crude oil processing rates	215		252			241			220		Heavy crude oil processing rates	226		229		255

Market margins, dollars per barrel	Market margins, dollars per barrel											Market margins, dollars per barrel
Brent - 2-1-1	Brent - 2-1-1	$	33.18	$	47.83		$	34.45		$	14.00	Brent - 2-1-1	$	29.44	$	31.11	$	22.31
Brent - Maya differential	Brent - Maya differential	13.35		8.00			9.95			5.97		Brent - Maya differential	19.39		17.01		8.51
Total Maya 2-1-1	Total Maya 2-1-1	$	46.53	$	55.83		$	44.40		$	19.97	Total Maya 2-1-1	$	48.83	$	48.12	$	30.82

Revenue—Revenues decreased by ~~$1,036~~$443 million, or ~~27%~~17%, in the ~~third~~first quarter of ~~2022~~2023 compared to the ~~second~~fourth quarter of 2022 and ~~increased~~ by ~~$3,901~~$530 million, or ~~73%~~19%, in the first ~~nine months~~quarter of ~~2022~~2023 compared to the first ~~nine months~~quarter of ~~2021.~~2022.

~~Third~~First quarter of ~~2022~~2023 versus ~~second~~fourth quarter of 2022—Sales volumes declined resulting in a 10% decrease in revenue due to unplanned downtime. Lower product prices led to a revenue decrease of ~~15%~~7% due to an average Brent crude oil price decrease of approximately ~~$14~~$6.38 per barrel.

First quarter of 2023 versus first quarter of 2022—Sales volumes ~~declined~~decreased resulting in a ~~12%~~14% decrease in revenue due to ~~planned~~unplanned downtime.

~~First nine months of 2022 versus first nine months of 2021—Higher~~ Lower product prices led to a revenue ~~increase~~decrease of ~~62%~~5% due to an average Brent crude oil price ~~increase~~decrease of approximately ~~$35~~$15.16 per barrel. Sales volumes increased resulting in a 11% increase in revenue due to improved demand as refined products markets recovered from the impacts of the COVID-19 pandemic and improved supply as the first nine months of 2021 were impacted by 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.

EBITDA—EBITDA decreased by ~~$312~~$3 million, or ~~75%~~1%, in the ~~third~~first quarter of ~~2022~~2023 compared to the ~~second~~fourth quarter of 2022 and increased by ~~$822~~$98 million, or ~~548%~~66%, in the first ~~nine months~~quarter of ~~2022~~2023 compared to the first ~~nine months~~quarter of ~~2021.~~2022.

~~In April~~First quarter of 2023 versus fourth quarter of 2022 ~~we announced our decision to cease operation of our Houston Refinery no later than~~—During the ~~end of 2023. In the third~~fourth quarter of 2022 we ~~expensed accelerated lease amortization costs and personnel costs~~recognized a LIFO inventory benefit of ~~$36 million and $48 million, respectively, see Note 13 to~~$40 million. The absence of a similar benefit in the ~~Consolidated Financial Statements for additional information. These costs~~first quarter of 2023 resulted in a ~~20% and 56%~~16% decrease in ~~EBITDA for the third quarter of 2022 compared to the second quarter of 2022 and the first nine months of 2022 compared to the first nine months of 2021, respectively.~~

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~~Third quarter of 2022 versus second quarter of 2022—EBITDA decreased approximately 38% due to margin declines as a result of a decrease in the Maya 2-1-1 market margin with the remainder due to lower~~EBITDA. Lower volumes as a result of ~~planned downtime.~~unplanned downtime resulted in a 6% decrease in EBITDA. Increased margins primarily driven by higher by-product crack spreads resulted in a 19% increase in EBITDA.

First ~~nine months~~quarter of ~~2022~~2023 versus first ~~nine months~~quarter of ~~2021~~2022—~~Volumes increased as demand improved for refined products which resulted in~~Margin improvement drove a ~~15% increase in EBITDA. The remaining~~135% increase in EBITDA ~~was driven by margin improvements~~primarily due to an increase in the Maya 2-1-1 market margin. EBITDA decreased 22% as a result of a decrease in volumes driven by unplanned downtime. Additionally, higher costs incurred related to our planned exit from the refining business in the first quarter of 2023 resulted in a 47% decrease in EBITDA compared to the first quarter of 2022. See Note 12 to the Consolidated Financial Statements for additional information regarding our planned exit of the refining business.

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Technology Segment

Overview—EBITDA ~~decreased~~increased in the ~~third~~first quarter of 2023 compared to the fourth quarter of 2022 ~~compared~~primarily due to the ~~second~~absence of a LIFO inventory valuation charge recognized in the fourth quarter of ~~2022 from lower licensing revenues together with lower catalyst margins and volumes.~~2022. EBITDA decreased in the first ~~nine months~~quarter of ~~2022~~2023 relative to the first ~~nine months~~quarter of ~~2021~~2022 primarily driven by lower ~~licensing revenues and the unfavorable impacts of foreign exchange partly offset by higher~~ catalyst volumes.

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


		Three Months Ended				Nine Months Ended			Three Months Ended
		September 30,		June 30,			September 30,			September 30,			March 31,		December 31,		March 31,
Millions of dollars	Millions of dollars	2022		2022			2022			2021		Millions of dollars	2023		2022		2022
Sales and other operating revenues	Sales and other operating revenues	$	173	$	194		$	548		$	586	Sales and other operating revenues	$	139	$	145	$	181
EBITDA	EBITDA	92		112			307			341		EBITDA	73		59		103

Revenue—Revenues decreased by ~~$21~~$6 million, or ~~11%~~4%, in the ~~third~~first quarter of ~~2022~~2023 compared to the ~~second~~fourth quarter of 2022 and by ~~$38~~$42 million, or 6%23%, in the first ~~nine months~~quarter of ~~2022~~2023 compared to the first ~~nine months~~quarter of ~~2021.~~2022.

~~Third~~First quarter of ~~2022~~2023 versus ~~second~~fourth quarter of 2022—~~Unfavorable foreign exchange impacts decreased revenue by 5%. Lower catalyst volumes resulted in a 4% decrease in revenue due to lower demand.~~ Licensing revenues decreased by 1%7% as fewer contracts reached significant milestones during the quarter. Changes in average catalyst sales price resulted in a revenue decrease of 1%2%. A favorable foreign exchange impact increased revenue by 5%.

First ~~nine months~~quarter of ~~2022~~2023 versus first ~~nine months~~quarter of ~~2021~~2022— Lower catalyst volumes resulted in a 18% decrease in revenue primarily driven by weaker demand. Changes in average catalyst sales price resulted in a 2% decrease in revenue. Unfavorable foreign exchange impacts resulted in ~~an 9%~~a 2% decrease in revenue. Lower licensing revenues resulting from fewer contracts reaching significant milestones drove a ~~2% decrease in revenue. Changes in average catalyst sales price resulted in a~~ 1% decrease in revenue. ~~Higher catalyst volumes resulted in a 6% increase in revenue primarily driven by strong demand.~~

EBITDA—EBITDA ~~decreased~~increased by ~~$20~~$14 million, or ~~18%~~24%, in the ~~third~~first quarter of ~~2022~~2023 compared to the ~~second~~fourth quarter of 2022 and decreased by ~~$34~~$30 million, or ~~10%~~29%, in the first ~~nine months~~quarter of ~~2022~~2023 compared to the first ~~nine months~~quarter of ~~2021.~~2022.

~~Third~~First quarter of ~~2022~~2023 versus ~~second~~fourth quarter of 2022—Higher catalyst margins and favorable foreign exchange impacts resulted in a 12% and 10% increase in EBITDA, respectively, compared to the fourth quarter of 2022. Lower licensing revenues resulting from fewer contracts reaching significant milestones ~~drove~~led to a 6%20% decrease in EBITDA. The remaining change was due to the fourth quarter of 2022 LIFO inventory valuation charge.

First quarter of 2023 versus first quarter of 2022— Lower catalyst ~~margins~~volumes driven by lower demand resulted in an EBITDA decrease of ~~6% due to higher energy costs and lower catalyst volumes decreased EBITDA by 4% driven by lower demand. Unfavorable foreign exchange impacts resulted in a 4% decrease in EBITDA.~~

~~First nine months of 2022 versus first nine months of 2021—Lower licensing revenues resulting from fewer contracts reaching significant milestones drove a 10% decrease in EBITDA.~~26%. Unfavorable foreign exchange impacts resulted in an EBITDA decrease of ~~9%. Higher catalyst volumes driven by stronger demand resulted in an EBITDA increase of 8%~~3%.

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FINANCIAL CONDITION

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


		Nine Months Ended September 30,					Three Months Ended March 31,
Millions of dollars	Millions of dollars	2022		2021		Millions of dollars	2023		2022
Cash provided by (used in):	Cash provided by (used in):					Cash provided by (used in):
Operating activities	Operating activities	$	4,515	$	4,616	Operating activities	$	482	$	1,502
Investing activities	Investing activities	(1,433)		(797)		Investing activities	(371)		(456)
Financing activities	Financing activities	(2,929)		(3,627)		Financing activities	(477)		(713)

Operating Activities—Cash provided by operating activities of $~~4,515~~482 million in the first ~~nine months~~quarter of ~~2022~~2023 primarily reflected earnings adjusted for non-cash items and by the main components of working capital—Accounts receivable, Inventories, and Accounts payable.

In the first ~~nine months~~quarter of ~~2022,~~2023, the main components of working capital used ~~$267~~$558 million of cash driven primarily by ~~an increase in Inventories partially offset by a decrease~~increases in Accounts receivable and anInventories. The increase in Accounts ~~payable.~~receivable was primarily driven by higher volumes and average sales prices in our O&P-EAI, I&D and APS segments. The increase in Inventories was primarily due to inventory build ~~following~~associated with the timing of the start-up of our PO/TBA plant in Houston, TX as well as planned and unplanned outages. The decrease in Accounts receivable was driven by lower revenues across most businesses primarily driven by lower average sales prices and lower sales volume. The increase in Accounts payable was primarily driven by higher energy costs and higher raw material costs for our Refining and I&D segments.

Cash provided by operating activities of ~~$4,616~~$1,502 million in the first ~~nine months~~quarter of ~~2021~~2022 primarily reflected earnings adjusted for non-cash items and cash used by the main components of working capital.

In the first ~~nine months~~quarter of ~~2021,~~2022, the main components of working capital used ~~$1,517~~$22 million of cash driven primarily by an increase in Inventories and 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 an increase in inventory in anticipation of turnaround activity in the ~~replenishment~~I&D segment. The increase in Accounts receivable was driven by higher revenues across several of ~~inventory levels to support anticipated business demands.~~our businesses primarily driven by higher volumes and higher average sales prices. The increase in Accounts payable was primarily driven by increases in our Refining and O&P-Americas segments as a result of increased raw material and energy costs.

Investing Activities—Capital expenditures in the first ~~nine months~~quarter of ~~2022~~2023 totaled ~~$1,417~~$352 million compared to ~~$1,285~~$446 million in the first ~~nine months~~quarter of ~~2021.~~2022. Approximately ~~50%~~45% and ~~60%~~40% of our capital expenditures in the first ~~nine months~~quarter of ~~2022~~2023 and ~~2021,~~2022, respectively, was for profit-generating growth projects, primarily our PO/TBA plant, with the remaining expenditures supporting sustaining maintenance. See Note 1312 to the Consolidated Financial Statements for additional information regarding capital expenditures by segment.

~~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 2022 and 2021, we received proceeds of $8 million and $309 million, respectively, from the liquidation of our investment in equity securities. Additionally, in the first nine months of 2021, we received proceeds of ~~$346 million from~~ ~~maturities of certain available-for-sale debt securities.~~

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 constructed a new propylene oxide and styrene monomer unit in Zhenhai Ningbo, China which began production in January 2022. The joint venture is included in our I&D segment.

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

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 $358 million from our counterparties.

Financing Activities—We made dividend payments totaling ~~$2,859~~$389 million ~~which included a combination of a special dividend of $5.20 per share~~ and ~~an increased quarterly dividend, and $1,110~~$371 million in the first ~~nine months~~quarter of ~~2022~~2023 and ~~2021,~~2022, respectively. Additionally, in the first ~~nine months~~quarter of ~~2022~~2023 and ~~2021,~~2022, we made payments of ~~$420~~$70 million and ~~$78~~$217 million to repurchase outstanding ordinary shares, respectively.

In the first ~~nine months~~quarter of 2022, ~~and 2021,~~ we ~~received net proceeds of $96 million and~~ made net repayments of ~~$103~~$169 million ~~respectively,~~ related to the issuance and repurchase of commercial paper instruments under our commercial paper program.

In the first ~~nine months~~quarter of 2022, we received a return of collateral of ~~$238~~$51 million, related to the positions held with our counterparties for certain forward-starting interest rate swaps.

~~In the first nine months~~

Table of 2021, we repaid $1,450 million, $325 million and $500 million outstanding under our $4,000 million senior unsecured delayed draw term loan credit facility due March 2022, 4% Guaranteed Notes due 2023 and 2.875% Guaranteed notes due 2025, respectively.Contents

Liquidity and Capital Resources

Overview

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

As part of our overall capital allocation strategy, we plan to ~~fund~~provide returns to shareholders in the ~~purchase~~form of ~~shares under our~~dividends and share ~~repurchase authorization.~~

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

Cash and Liquid Investments

As of ~~September 30, 2022,~~March 31, 2023, we had Cash and cash equivalents totaling ~~$1,480~~$1,790 million, which includes ~~$919~~$734 million in jurisdictions outside of the U.S., ~~primarily~~the majority of which is held ~~in countries~~ within the European Union and ~~China.~~the United Kingdom. There are currently no legal or economic restrictions that would materially impede our transfers of cash.

Credit Arrangements

At ~~September 30, 2022,~~March 31, 2023, we had total debt, including current maturities, of ~~$11,316~~$11,376 million. Additionally, we had ~~$209~~$198 million of outstanding letters of credit, bank guarantees and surety bonds issued under uncommitted credit facilities to support trade payables and other obligations.

~~Table of Contents~~

We had total unused availability under our credit facilities of ~~$3,850~~$3,950 million at ~~September 30, 2022,~~March 31, 2023, which included the following:

•$~~2,950~~3,050 million under our $3,250 million Senior Revolving Credit Facility, which backs our $2,500 million commercial paper program. Availability under this facility is net of outstanding borrowings, outstanding letters of credit provided under the facility and notes issued under our commercial paper program. At ~~September 30, 2022,~~March 31, 2023, we had ~~$300~~$200 million of outstanding commercial paper, net of discount, and no borrowings or letters of credit outstanding under this facility; and

•$900 million under our $900 million U.S. Receivables Facility. Availability under this facility is subject to a borrowing base of eligible receivables, which is reduced by outstanding borrowings and letters of credit, if any. At ~~September 30, 2022,~~March 31, 2023, we had no borrowings or letters of credit outstanding under this facility.

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

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.

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Share Repurchases

In May 2022, our shareholders approved a proposal to authorize us to repurchase up to 34.0 million ordinary shares, through November 27, 2023, 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~~quarter of ~~2022,~~2023, we purchased approximately ~~4.4~~0.8 million shares under our share repurchase authorizations for ~~$406~~$74 million.

As of ~~October~~April 26, ~~2022,~~2023, we had approximately ~~31.7~~30.7 million shares remaining under the current authorization. The timing and amounts of additional shares repurchased, if any, will be determined based on our evaluation of market conditions and other factors, including any additional authorizations approved by our shareholders. For additional information related to our share repurchase authorizations, see Note 1110 to the Consolidated Financial Statements.

CURRENT BUSINESS OUTLOOK

In ~~October,~~the near-term, we expect typical seasonal trends to drive modest improvement in global demand. Increased summer demand ~~from consumer packaging,~~for transportation fuels should provide support for oxyfuels and refining markets remains strong. Nonetheless, persistent inflation and high energy costs coupled with weaker seasonal demand are likely to drive further margin compression across most of the company's businessesmargins. Delays in the ~~fourth quarter. Challenging conditions~~start of North American polyethylene capacity additions across the industry are expected to ~~continue in European~~reduce new market supply and ~~Asian markets. To match~~support polyethylene margins. During the ~~global demand outlook,~~second quarter, we expect ~~fourth quarter average~~to operate our I&D segment assets at 80% and modestly increase our O&P-Americas and O&P-EAI operating rates to approximately 85%. We remain watchful for the effects of ~~75%~~changes in global monetary policies and improving economic conditions in China on petrochemical markets during the second half of 2023.

In March 2023, we launched a new strategy which is focused on growing sustainable value and encompasses three key elements which include growing and upgrading our core businesses, building a profitable circular and low carbon solutions business and stepping up performance and culture.

CRITICAL ACCOUNTING POLICIES

Goodwill Impairment—We evaluate the recoverability of the carrying value of goodwill annually or more frequently if events or changes in circumstances indicate that the carrying amount of the goodwill of a reporting unit may not be fully recoverable.

Effective January 1, 2023, our Catalloy and polybutene-1 products were moved from our APS segment and reintegrated into our O&P-Americas and O&P-EAI segments. When moved, a portion of the APS reporting unit’s goodwill was allocated to the O&P-Americas and O&P-EAI segments based on the product’s relative fair values compared to the reportable segment.

In the first quarter of 2023, we evaluated goodwill for ~~assets~~impairment immediately before and after the transfer of these products. Our evaluation resulted in the recognition of a non-cash goodwill impairment of $252 million recognized in our ~~O&P~~—~~Americas segment, 60% for European assets~~APS segment. Refer to Note 12 to our Consolidated Financial Statements.

Fair values were determined utilizing a discounted cash flow method under the income approach and assumptions including management’s view on long-term growth rates in our ~~O&P~~—~~EAI segment~~industry, discount rates and ~~75% for assets~~other assumptions based on a market participant perspective, which are inherently subjective. Discount rates utilized in our ~~I&D segment. The company remains watchful for~~cash flow model were based on a variety of factors, including market ~~improvements~~and economic conditions, the risk and nature of the cash flows and the rate of return required by market participants. We believe our fair value estimates of projected financial information are reasonable and consistent with those used in ~~China.~~our planning, capital investment and business performance reviews. However, actual results may differ from these projections.

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

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

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

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

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

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

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

•we may face unplanned operating interruptions (including leaks, explosions, fires, weather-related incidents, mechanical failures, unscheduled downtime, supplier disruptions, labor shortages, strikes, work stoppages or other labor difficulties, transportation interruptions, spills and releases and other environmental incidents) at any of our facilities, which would negatively impact our operating results; ~~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~~or dispose of product lines or businesses could disrupt our business and ~~assets and integrate those operations into~~harm our ~~existing operations and make cost-saving changes in operations;~~financial condition;

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

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

•uncertainties related to the extent ~~and duration~~ of the ~~pandemic-related decline in demand, or other impacts~~COVID-19 pandemic due to local or regional spread of the ~~pandemic in geographic regions or markets served by us, or where our operations are located, including the risk of prolonged recession;~~virus;

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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 tax agreements or tax treaties, or changes in tax 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 may be unable to shut down the Houston refinery within the expected timeframe or incur additional charges or expenses;

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

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

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

•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, ~~2021.~~2022. Our exposure to such risks has not changed materially in the ~~nine~~three months ended ~~September 30, 2022.~~March 31, 2023.

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Item 4. CONTROLS AND PROCEDURES

As of ~~September 30, 2022,~~March 31, 2023, 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, 2022.~~March 31, 2023.

There have been no changes in our internal controls over financial reporting, as defined in Rule 13a-15(f) of the Act, in the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

Information regarding our litigation and legal proceedings can be found in Note 109 to the Consolidated Financial Statements, which is incorporated into this Item 1 by reference.

In ~~September 2013, U.S.~~February 2020, the State of Texas filed suit against Houston Refining, LP, a subsidiary of LyondellBasell, in Travis County District Court seeking civil penalties and injunctive relief for violations of the Texas Clean Air Act related to several emission events. In July 2020, Harris County, Texas petitioned to intervene in the lawsuit and the State added additional claims to its petition relating to self-reported deviations of Houston Refining’s air operating permit. We are currently engaged in settlement discussions with the State to resolve this matter, and reasonably believe resolution of this matter will result in a payment of a penalty in excess of $300,000.

On July 27, 2021, approximately 160,000 pounds of liquid process material containing primarily acetic acid was released from a reactor at the La Porte acetic acid unit. In October 2021, the Texas Commission on Environmental ~~Protection Agency Region V~~Quality (“TCEQ”) issued a Notice of Enforcement for the incident. In November 2021, the State of Texas filed a petition on behalf of the TCEQ seeking injunctive relief and ~~Finding of Violation alleging violations at our Morris, Illinois facility~~civil penalties for unauthorized air pollution and regulatory nuisance related to ~~flaring activity. In July 2022,~~the incident. As of April 17, 2023, we ~~entered into a final settlement agreement providing for~~have agreed in principle with the State of Texas to resolve this matter with a civil penalty of ~~$324,000~~$1.1 million; an agreed final judgment is being prepared to be lodged for public comment and ~~the installation of monitoring and control equipment. The consent decree approving the settlement was~~ entered by the ~~court and is now effective.~~court.

Additional information about our environmental proceedings can be found in Part I, Item 3 of our ~~2021~~2022 Annual Report on Form 10-K, which is incorporated into this Item 1 by reference.

Item 1A. RISK FACTORS

There have been no material changes to the risk factors associated with our business previously disclosed in “Item 1A. Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022.

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


Issuer Purchases of Equity Securities	Issuer Purchases of Equity Securities						Issuer Purchases of Equity Securities

Period	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	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		1,137,656	$	86.29	1,137,656	32,328,895
August 1 - August 31		588,164	$	88.17	588,164	31,740,731
September 1 - September 30		—	$	—	—	31,740,731
January 1 - January 31							January 1 - January 31	—	$	—	—	31,740,731
February 1 - February 28							February 1 - February 28	—	$	—	—	31,740,731
March 1 - March 31							March 1 - March 31	846,500	$	87.28	846,500	30,894,231
Total	Total	1,725,820	$	86.93	1,725,820	31,740,731	Total	846,500	$	87.28	846,500	30,894,231

On May 27, 2022, our shareholders approved a share repurchase authorization of up to 34,026,947 shares of our ordinary shares, through November 27, 2023, 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

10.1+*						~~Appointment letter for Torkel Rhenman dated September 27, 2022~~

10.2+*						~~Appointment letter for Ken Lane dated September 26, 2022~~

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~~April 28, ~~2022~~2023
		/s/ Chukwuemeka A. Oyolu
		Chukwuemeka A. Oyolu
		Senior Vice President,
		Chief Accounting Officer and Investor Relations
		(Principal Accounting Officer)

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			Page
Part I – Financial Information			1

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

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			2925

Item 3. Quantitative and Qualitative Disclosures About Market Risk			4542

Item 4. Controls and Procedures			4643

Part II – Other Information			4744

Item 1. Legal Proceedings			4744

Item 1A. Risk Factors			4744

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			4744

Item 4. Mine Safety Disclosures			4744

Item 6. Exhibits			4845

Signature			4946


	U.S. Plans
	Three Months Ended September 30,				Nine Months Ended September 30,
Millions of dollars	2022		2021		2022		2021
Service cost	$	11	$	15	$	37	$	45
Interest cost	13		9		34		26
Expected return on plan assets	(20)		(28)		(77)		(82)
Settlement loss	6		20		100		24
Actuarial loss amortization	4		8		16		29
Net periodic benefit costs	$	14	$	24	$	110	$	42


	Non-U.S. Plans
	Three Months Ended September 30,				Nine Months Ended September 30,
Millions of dollars	2022		2021		2022		2021
Service cost	$	9	$	11	$	28	$	33
Interest cost	7		5		21		16
Expected return on plan assets	(5)		(4)		(15)		(12)

Prior service amortization	2		1		3		2
Actuarial loss amortization	2		4		6		12
Net periodic benefit costs	$	15	$	17	$	43	$	51


	Three Months Ended September 30, 2022
Millions of dollars	O&P– Americas		O&P– EAI		I&D		APS		Refining		Technology		Other		Total
Sales and other operating revenues:
Customers	$	2,300	$	2,767	$	3,229	$	1,294	$	2,506	$	154	$	—	$	12,250
Intersegment	1,266		181		54		—		246		19		(1,766)		—
	3,566		2,948		3,283		1,294		2,752		173		(1,766)		12,250
Income (loss) from equity investments	19		(39)		(6)		—		—		—		—		(26)
EBITDA	559		(83)		360		66		106		92		8		1,108
Capital expenditures	69		52		245		20		22		25		6		439


	Nine Months Ended September 30, 2022
Millions of dollars	O&P– Americas		O&P– EAI		I&D		APS		Refining		Technology		Other		Total
Sales and other operating revenues:
Customers	$	7,184	$	9,786	$	10,219	$	4,124	$	8,467	$	465	$	—	$	40,245
Intersegment	4,046		638		169		3		793		83		(5,732)		—
	11,230		10,424		10,388		4,127		9,260		548		(5,732)		40,245
Income (loss) from equity investments	81		(39)		(17)		—		—		—		—		25
EBITDA	2,375		264		1,581		309		672		307		1		5,509
Capital expenditures	305		250		673		50		48		81		10		1,417


	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