8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

 ____________________________________________

FORM 8-K

____________________________________________ 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 21, 2022

____________________________________________ 

LYONDELLBASELL INDUSTRIES N.V.

(Exact Name of Registrant as Specified in Charter) 

 ____________________________________________ 

Netherlands	001-34726	98-0646235
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS 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 principal executive offices)

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

(Registrant’s telephone numbers, including area codes) 

(Former Name or Former Address, if Changed Since Last Report)

_____________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.  ☐

Item 2.05     Costs Associated with Exit or Disposal Activities.

In September 2021, LyondellBasell Industries N.V. (the “Company”) announced that it was considering strategic options for the Gulf Coast-based refining segment, including a potential sale. On April 7, 2022, the Finance Committee of the Board of Directors of the Company approved the Company’s plan to exit the refining business. The Company intends to cease operations of its Houston Refinery no later than December 31, 2023. On April 21, 2022, the Company notified the impacted employees of the intent to shut-down the facility. Until the completion of the closure, the Company intends to maintain safe and reliable site operations and will continue serving the fuels market, which is expected to remain strong in the near-term, while considering potential transactions and alternatives for the site.

In connection with the plan, the Company expects to incur charges into 2024, primarily consisting of accelerated amortization of operating lease assets of approximately $300 million to $400 million, asset decommissioning costs of approximately $150 million to $250 million, personnel related costs of approximately $80 million to $120 million, and other charges of approximately $50 million to $100 million.

The Company intends to proceed with an orderly shut-down. As such, the Company does not expect to recognize these charges all at once, but over time into 2024. However, the actual timing and costs associated with the closure may differ from the Company’s current expectations and estimates and such differences may be material.

Certain statements in this Current Report on Form 8-K relating to matters that are not historical facts are forward-looking statements. These forward-looking statements are based upon assumptions of management of the Company which are believed to be reasonable at the time made and are subject to significant risks and uncertainties. Actual results could differ materially based on factors including, but not limited to, market conditions; the cyclicality of the refining industry; the successful shut-down and closure of the Houston Refinery, including within the expected timeframe; the outcome of negotiations with respect to employment and benefits matters; and the incurrence of unexpected or additional charges or expenses. There is no assurance that any of the actions, events or results of the forward-looking statements will occur, or if any of them do, what impact they will have on our results of operations or financial condition. Additional factors that could cause results to differ materially from those described in the forward-looking statements can be found in the "Risk Factors" section of our Form 10-K for the year ended December 31, 2021, which can be found at www.LyondellBasell.com on the Investor Relations page and on the Securities and Exchange Commission's website at www.sec.gov. There is no assurance that any of the actions, events or results of the forward-looking statements will occur, or if any of them do, what impact they will have on our results of operations or financial condition. Forward-looking statements speak only as of the date they were made and are based on the estimates and opinions of management at the time the statements are made. The Company does not assume any obligation to update forward-looking statements should circumstances or management's estimates or opinions change, except as required by law.

Item 7.01     Regulation FD Disclosure

On April 21, 2022, the Company issued a press release announcing its intent to exit the refining business. A copy of the press release is furnished as Exhibit 99.1 and incorporated into this Item 7.01 by reference.

The foregoing description and the other information provided pursuant to this Item 7.01, including Exhibit 99.1, is “furnished” and shall not be deemed to be “filed” with the Securities and Exchange Commission or incorporated by reference in any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filings.

Item 9.01.     Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Press Release dated April 21, 2022.
104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

		LYONDELLBASELL INDUSTRIES N.V.
Date:	April 21, 2022	By:	/s/ Jeffrey A. Kaplan
			Jeffrey A. Kaplan
			Executive Vice President
			and Chief Legal Officer

EX-99.1

Exhibit 99.1

LyondellBasell Announces Plans to Exit Refining Business

HOUSTON, April 21, 2022 /PRNewswire/ -- LyondellBasell (NYSE: LYB) today announced its decision to cease operation of its Houston Refinery no later than December 31, 2023. In the interim, the company will continue serving the fuels market, which is expected to remain strong in the near-term, and consider potential transactions and alternatives for the site.

“After thoroughly analyzing our options, we have determined that exiting the refining business by the end of next year is the best strategic and financial path forward for the company,” said Ken Lane, interim CEO of LyondellBasell. “These decisions are never easy and we understand this has a very real impact on our refinery employees, their families and the community. We are committed to supporting our people through this transition.”

LyondellBasell’s Houston Refinery has a rated capacity to transform 268,000 barrels per day of crude oil into transportation fuels and other products including lubricants, chemical intermediates and petroleum coke.

“Our exit of the refining business progresses the company’s decarbonization goals, and the site’s prime location gives us more options for advancing our future strategic objectives, including circularity,” added Lane.

About LyondellBasell

As a leader in the global chemical industry, LyondellBasell strives every day to be the safest, best operated and most valued company in our industry. The company’s products, materials and technologies are advancing sustainable solutions for food safety, access to clean water, healthcare and fuel efficiency in more than 100 international markets. LyondellBasell places high priority on diversity, equity and inclusion and is Advancing Good with an emphasis on our planet, the communities where we operate and our future workforce. The company takes great pride in its world-class technology and customer focus. LyondellBasell has stepped up its circularity and climate ambitions and actions to address the global challenges of plastic waste and decarbonization. In 2022, LyondellBasell was named as one of FORTUNE Magazine's "World's Most Admired Companies" for the fifth consecutive year. For more information, please visit www.lyondellbasell.com or follow @LyondellBasell on LinkedIn.

FORWARD-LOOKING STATEMENTS

Certain statements in this release relating to matters that are not historical facts are forward-looking statements. These forward-looking statements are based upon assumptions of management of LyondellBasell which are believed to be reasonable at the time made and are subject to significant risks and uncertainties. Actual results could differ materially based on factors including, but not limited to, market conditions, the business cyclicality of the refining industry; the successful shut down and closure of the Houston Refinery, including within the expected timeframe; the outcome of negotiations with respect to employment and benefits matters; and the incurrence of unexpected or additional charges or expenses. There is no assurance that any of the actions, events or results of the forward-looking statements will occur, or if any of them do, what impact they will have on our results of operations or financial condition. Additional factors that could cause results to differ materially from those described in the forward-looking statements can be found in the "Risk Factors" section of our Form 10-K for the year ended December 31, 2021, which can be found at www.LyondellBasell.com on the Investor Relations page and on the Securities and Exchange Commission's website at www.sec.gov. There is no assurance that any of the actions, events or results of the forward-looking statements will occur, or if any of them do, what impact they will have on our results of operations or financial condition. Forward-looking statements speak only as of the date they were made and are based on the estimates and opinions of management of LyondellBasell at the time the statements are made. LyondellBasell does not assume any obligation to update forward-looking statements should circumstances or management's estimates or opinions change, except as required by law.

XML

Document and Entity Information Document	Apr. 21, 2022
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Apr. 21, 2022
Entity Registrant Name	LYONDELLBASELL INDUSTRIES N.V.
Entity Incorporation, State or Country Code	P7
Entity File Number	001-34726
Entity Tax Identification Number	98-0646235
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Ordinary Shares, €0.04 Par Value
Trading Symbol	LYB
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001489393
Amendment Flag	false
Entity Addresses [Line Items]
Entity Address, Address Line One	1221 McKinney St.,
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	Houston,
Entity Address, State or Province	TX
Entity Address, Country	US
Entity Address, Postal Zip Code	77010
City Area Code	(713)
Local Phone Number	309-7200
United Kingdom [Member]
Entity Addresses [Line Items]
Entity Address, Address Line One	4th Floor, One Vine Street
Entity Address, City or Town	London
Entity Address, Country	GB
Entity Address, Postal Zip Code	W1J0AH
Country Region	+44 (0)
City Area Code	207
Local Phone Number	220 2600
Netherlands [Member]
Entity Addresses [Line Items]
Entity Address, Address Line One	Delftseplein 27E
Entity Address, City or Town	Rotterdam
Entity Address, Country	NL
Entity Address, Postal Zip Code	3013AA
Country Region	+31 (0)
City Area Code	10
Local Phone Number	2755 500