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TABLE OF CONTENTS

Table of Contents

Filed Pursuant to Rule 424(b)(3)
Registration No. 333-229812

The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS SUPPLEMENT DATED APRIL 15, 2020

PROSPECTUS SUPPLEMENT
(To Prospectus dated February 22, 2019)

$                

LOGO

LYB International Finance III, LLC

$                    % Guaranteed Notes due 20  
$                    % Guaranteed Notes due 20   
$                    % Guaranteed Notes due 20    

Fully and Unconditionally Guaranteed by
LyondellBasell Industries N.V.

         LYB International Finance III, LLC, a Delaware limited liability company and a wholly owned subsidiary of LyondellBasell Industries N.V., is offering $            aggregate principal amount of notes of the following series: $            of its        % guaranteed notes due 20    (the "20    notes"), $            of its        % guaranteed notes due 20    (the "20    notes") and $            of its        % guaranteed notes due 20    (the "20    notes" and, together with the 20    notes and with the 20    notes, the "notes"). Interest on each series of notes will accrue from                 , 2020 and will be payable semi-annually on                and                of each year, beginning                        , 2020. The 20    notes will mature on                        , 20    , the 20    notes will mature on                        , 20    and the 20    notes will mature on                        , 20    .

         Payment of the principal, premium (if any), interest and any other amounts due on each series of notes is fully and unconditionally guaranteed by LyondellBasell Industries N.V.

         The notes and the guarantees will be the senior unsecured obligations of LYB International Finance III, LLC and LyondellBasell Industries N.V., respectively. The notes and the guarantees will rank (i) equally with all of the other existing and future senior unsecured indebtedness of LYB International Finance III, LLC and LyondellBasell Industries N.V., respectively, (ii) senior in right of payment to any future indebtedness of LYB International Finance III, LLC and LyondellBasell Industries, N.V. that is expressly subordinated to the notes and the guarantees, as applicable, and (iii) effectively subordinated to any future secured indebtedness of LYB International Finance III, LLC and LyondellBasell Industries, N.V., respectively, to the extent of the value of the collateral securing such indebtedness. In addition, the notes and the guarantees will be structurally subordinated to all existing and future liabilities of the subsidiaries of LYB International Finance III, LLC and LyondellBasell Industries, N.V. (other than LYB International Finance III, LLC). The indenture that will govern the notes will not restrict the ability of LYB International Finance III, LLC or LyondellBasell Industries N.V., or their respective subsidiaries, to incur additional senior unsecured indebtedness.

         LYB International Finance III, LLC may redeem each series of notes, in whole or in part, at any time at the applicable redemption prices described beginning on page S-22. In addition, LYB International Finance III, LLC may redeem each series of notes, in whole but not in part, at any time at 100% of their principal amount upon the occurrence of certain tax events described in "Description of the Notes—Redemption for Changes in Taxes" in this prospectus supplement. If a change of control triggering event as described on page S-24 occurs, LYB International Finance III, LLC may be required to offer to purchase each series of notes from holders.

         Investing in the notes involves risks. You should carefully read the entire accompanying prospectus and this prospectus supplement and the documents incorporated by reference herein and therein, including the section entitled "Risk Factors," which begins on page S-10 of this prospectus supplement.

                       
 
 
  Per
20 Note

  Total
20 Notes

  Per
20 Note

  Total
20 Notes

  Per
20 Note

  Total
20 Notes

 

Public Offering Price(1)

          %   $                       %   $                       %   $            
 

Underwriting discount

          %   $                       %   $                       %   $            
 

Proceeds to us, before expenses(1)

          %   $                       %   $                       %   $            

 

(1)
Plus accrued interest from                        , 2020 if delivery of the notes occurs after that date.

         Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

         Each series of notes is a new issue of debt securities with no established trading market. We do not intend to list any series of notes on any securities exchange.

         The underwriters expect to deliver the notes to investors on or about                        , 2020 in book-entry form only through the facilities of The Depository Trust Company and its participants, including Clearstream Banking, S.A. and Euroclear Bank SA/NV.

Joint Book-Running Managers

BofA Securities   Citigroup   J.P. Morgan   Morgan Stanley

   

The date of this prospectus supplement is                        , 2020.


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TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

 
  Page  

ABOUT THIS PROSPECTUS SUPPLEMENT

    S-iii  

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

   
S-iv
 

WHERE YOU CAN FIND MORE INFORMATION

   
S-vi
 

SUMMARY

   
S-1
 

RISK FACTORS

   
S-10
 

USE OF PROCEEDS

   
S-17
 

CAPITALIZATION

   
S-18
 

DESCRIPTION OF THE NOTES

   
S-20
 

TAX CONSEQUENCES

   
S-35
 

UNDERWRITING (CONFLICTS OF INTERESTS)

   
S-47
 

LEGAL MATTERS

   
S-53
 

EXPERTS

   
S-53
 

PROSPECTUS

 
  Page  

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

    1  

WHERE YOU CAN FIND MORE INFORMATION

   
2
 

ABOUT THIS PROSPECTUS

   
3
 

LYONDELLBASELL INDUSTRIES N.V. 

   
4
 

LYB INTERNATIONAL FINANCE B.V.

   
5
 

LYB INTERNATIONAL FINANCE II B.V.

   
5
 

LYB INTERNATIONAL FINANCE III, LLC

   
5
 

RISK FACTORS

   
5
 

USE OF PROCEEDS

   
5
 

DESCRIPTION OF CAPITAL STOCK

   
6
 

DESCRIPTION OF DEBT SECURITIES

   
9
 

DESCRIPTION OF GUARANTEES

   
22
 

DESCRIPTION OF OTHER SECURITIES

   
22
 

PLAN OF DISTRIBUTION

   
22
 

SELLING SECURITYHOLDERS

   
23
 

LEGAL MATTERS

   
23
 

EXPERTS

   
23
 

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        We have not, and the underwriters have not, authorized anyone to provide you with information different from that contained or incorporated by reference in this prospectus supplement, the accompanying prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. Neither we nor the underwriters take any responsibility for, and none of us can provide any assurance as to the reliability of, any other information that others may give you. This prospectus supplement and the accompanying prospectus is not an offer to sell, nor is it an offer to buy, these securities in any state or jurisdiction where the offer or sale is not permitted. The information in this prospectus supplement and the accompanying prospectus is complete and accurate as of the date on the front cover of this prospectus supplement, but our business, financial condition or results of operations may have changed since that date.

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Alternate Settlement Cycle

        We expect delivery of the notes will be made against payment therefor on or about the delivery date specified on the cover page of this prospectus supplement, which is the third business day following the date of this prospectus supplement (such settlement being referred to as "T+3"). Under Rule 15c6-1 of the Exchange Act, trades in the secondary market generally are required to settle in two business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes more than two business days prior to the scheduled settlement date will be required, by virtue of the fact that the notes initially will settle in T+3, to specify an alternate settlement cycle at the time of any such trade to prevent failed settlement and should consult their own advisors.


ABOUT THIS PROSPECTUS SUPPLEMENT

        This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering of notes. The second part is the accompanying prospectus, which gives more general information, some of which may not apply to this offering of notes. This prospectus supplement may add to, update or change the information in the accompanying prospectus. If information in this prospectus supplement is inconsistent with information in the accompanying prospectus, this prospectus supplement will apply and will supersede that information in the accompanying prospectus.

        This prospectus supplement and the accompanying prospectus relate to part of a registration statement that we filed with the Securities and Exchange Commission ("SEC"), using a shelf registration process. Both this prospectus supplement and the accompanying prospectus include or incorporate by reference important information about us and other information you should know before investing in the notes. You should read both this prospectus supplement and the accompanying prospectus as well as additional information described under "Where You Can Find More Information" in this prospectus supplement before making an investment decision.

        This prospectus supplement and the accompanying prospectus do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the securities described in this prospectus supplement or an offer to sell or the solicitation of any offer to buy such securities in any circumstances in which such offer or solicitation is unlawful. You should assume that the information appearing in this prospectus supplement and the accompanying prospectus, the documents incorporated by reference and any related free writing prospectus is accurate only as of their respective dates. Our business, financial condition, results of operations and prospects may have changed materially since those dates.

        Unless otherwise indicated or unless the context requires otherwise, in this prospectus supplement the terms "we," "our" and "us" refer to LyondellBasell Industries N.V. ("LyondellBasell") and its consolidated subsidiaries, including LYB International Finance III, LLC ("LYB International Finance III"). LYB International Finance III is the issuer of the notes and LyondellBasell is fully and unconditionally guaranteeing the payment of the principal, premium (if any), interest and any other amounts due on the notes.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

        This prospectus supplement contains and incorporates by reference "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (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:

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        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, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this prospectus supplement.

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WHERE YOU CAN FIND MORE INFORMATION

        We have filed with the SEC a registration statement on Form S-3 regarding the securities we or our selling securityholders may offer from time to time. This prospectus supplement does not contain all of the information found in the registration statement. For further information regarding LyondellBasell, LYB International Finance III and the securities offered by this prospectus supplement, you should review the entire registration statement, including its exhibits and schedules, filed under the Securities Act. The registration statement of which this prospectus supplement forms a part, including its exhibits and schedules, can be downloaded from the SEC's website at http://www.sec.gov.

        The SEC allows us to "incorporate by reference" the information we have filed with the SEC. This means that we can disclose important information to you without actually including the specific information in this prospectus supplement by referring you to other documents previously filed with the SEC. The information incorporated by reference is an important part of this prospectus supplement. We incorporate by reference in this prospectus supplement the following documents that LyondellBasell has previously filed with the SEC and any subsequent filings made by LyondellBasell with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (excluding information deemed to be furnished and not filed with the SEC) prior to the completion of the offering:

        You may request a copy of any document incorporated by reference in this prospectus supplement and any exhibit specifically incorporated by reference in those documents, at no cost, by writing or telephoning us at the following address or phone number and may view the documents by accessing our website at www.lyb.com:

LyondellBasell Industries N.V.
4th Floor, One Vine Street
London, W1J0AH
The United Kingdom
Attn: Corporate Secretary
+44 (0) 207 220 2600

        Other than the documents expressly incorporated herein by reference, the information on our website is not incorporated by reference into this prospectus supplement and does not constitute a part of this prospectus supplement.

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SUMMARY

        This summary highlights selected information contained elsewhere in this prospectus supplement and the accompanying prospectus or incorporated by reference herein or therein. This summary does not contain all of the information you should consider before investing in the notes. You should read this entire prospectus supplement and the accompanying prospectus carefully, especially the risks of investing in the notes discussed under "Risk Factors" in this prospectus supplement and the consolidated financial statements and notes to those consolidated financial statements incorporated by reference in this prospectus supplement, before making an investment decision.


LyondellBasell Industries N.V.

        LyondellBasell is a global, independent chemical public company with limited liability (naamloze vennootschap) incorporated under Dutch law by deed of incorporation dated October 15, 2009.

        We are one of the world's top independent chemical companies based on revenues. We participate globally across the petrochemical value chain and are an industry leader in many of our product lines. Our chemicals businesses consist primarily of large processing plants that convert large volumes of liquid and gaseous hydrocarbon feedstocks into plastic resins and other chemicals. Our chemical products tend to be basic building blocks for other chemicals and plastics, while our plastic products are used in large volumes as well as smaller specialty applications. Our customers use our plastics and chemicals to manufacture a wide range of products that people use in their everyday lives including food packaging, home furnishings, automotive components, paints and coatings. Our refining business consists of our Houston refinery, which processes crude oil into refined products such as gasoline, diesel and jet fuel. We also develop and license chemical and polyolefin process technologies and manufacture and sell polyolefin catalysts.

        The executive offices of LyondellBasell are located at 4th Floor, One Vine Street, London, W1J 0AH, The United Kingdom. LyondellBasell's telephone number at that office is +44 (0) 207 220 2600, and its internet address is www.lyb.com. Other than the documents expressly incorporated herein by reference, the information on our website is not incorporated by reference into this prospectus supplement and does not constitute a part of this prospectus supplement.


LYB International Finance III, LLC

        LYB International Finance III was formed as a limited liability company under the laws of the State of Delaware on December 28, 2016 and is a wholly owned subsidiary of LyondellBasell Finance Company, a corporation that was formed under the laws of Delaware. LyondellBasell Finance Company is a wholly owned subsidiary of LyondellBasell. LYB International Finance III is a financing vehicle for LyondellBasell and its consolidated subsidiaries. LYB International Finance III has no independent operations, other than issuing debt, hedging such debt when appropriate, and on-lending funds raised from such issuances to LyondellBasell and its consolidated subsidiaries and activities related thereto. LYB International Finance III will lend substantially all proceeds of its borrowings to LyondellBasell and its consolidated subsidiaries. LyondellBasell will fully and unconditionally guarantee the notes issued by LYB International Finance III as to payment of principal, premium (if any), interest and any other amounts due thereon.


Recent Developments

First Quarter 2020 Financial Update (Estimated and Unaudited)

        Our consolidated financial statements for the three months ended March 31, 2020 are not yet available. Accordingly, the financial results we present below are estimates, derived from our internal records and based on the most current information available to management. Our normal reporting processes with respect to the estimated financial data provided below have not been fully completed. As a result, these estimated results may differ from the actual results that will be reflected in our

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consolidated financial statements for the quarter ended March 31, 2020 when they are completed and publicly disclosed. These estimated results may change and those changes may be material.

        Our expectations with respect to our unaudited results for the period discussed below are based upon management estimates and are the responsibility of management. The estimated financial data included in this prospectus supplement has been prepared by, and is the responsibility of, our management. PricewaterhouseCoopers LLP has not audited, reviewed, compiled, or applied agreed-upon procedures with respect to the estimated financial data. Accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect thereto.

        Based on currently available information, we expect that net income for the three months ended March 31, 2020 will be in the range of $110 million to $180 million and EBITDA is expected to be in the range of $610 million to $680 million, or $1,055 million to $1,075 million excluding non-cash inventory valuation charges (LCM (as defined below)). Any potential impacts from non-cash inventory value adjustments have not been finalized and could affect our final results.

        As of March 31, 2020 our total debt was $13.7 billion with available liquidity of $3.2 billion, including $1.8 billion in cash and short-term investments.

        Events surrounding the ongoing COVID-19 pandemic and the significant drop in the price of oil continue to evolve and impact global markets for our products. Currently, all of our major global manufacturing sites are operational and demand for products used in packaging and medical applications remains robust. We remain committed to the health and safety of our employees, contractors and communities and are following governmental policies and recommendations related to the virus. Our manufacturing operations have been designated as an essential industry to support society's needs during the pandemic in the majority of the regions in which we operate.

        In response to lower demand for certain products, we have temporarily idled production at several small plants in the Advanced Polymer Solutions segment serving automotive end markets and appropriately reduced production rates at other plants. Lower oil prices and reduced demand for transportation fuels are affecting both volumes and margins for our Refining segment and Oxyfuels & Related Products businesses. These impacts are expected to adversely affect our results during the second quarter of 2020.

        Since the full extent of the pandemic and the drop in oil price remains uncertain, we have developed strategies and are implementing measures to respond to a variety of economic scenarios. To reduce operational and financial risk, we are postponing selected growth projects and planned maintenance, including slowing construction activities on our PO/TBA plant in Houston, Texas. We currently expect that these actions will reduce our 2020 capital expenditures by approximately 20 percent from our prior guidance of $2.4 billion to our current outlook of $1.9 billion, including investment in our U.S. and European PO joint ventures. Additionally, we expect that aggressive inventory management combined with reduced pricing for raw materials and products will provide a meaningful influx of cash from working capital. We are also accelerating initiatives to extend our leadership in cost efficiency. We believe that our disciplined approach to capital deployment with a focus on a strong investment grade balance sheet and significant liquidity will serve us well during these challenging times.

        Please also see "Risk Factors—Risks Related to the Company—The recent novel coronavirus (COVID-19) pandemic could materially adversely affect our financial condition and results of operations."

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        EBITDA is a non-GAAP financial measure and, as presented herein, may not be comparable to a similarly titled measure reported by other companies due to differences in the way the measure is calculated. We calculate EBITDA as net income plus interest expense (net), provision for (benefit from) income taxes, and depreciation and amortization. EBITDA should not be considered an alternative to profit or operating profit for any period as an indicator of our performance, or as an alternative to operating cash flows as a measure of our liquidity. We also present EBITDA exclusive of adjustments for "lower of cost or market" ("LCM"), which is an accounting rule consistent with U.S. generally accepted accounting principles ("GAAP") related to the valuation of inventory. Our inventories are stated at the lower of cost or market. Cost is determined using the last-in, first-out inventory valuation methodology, which means that the most recently incurred costs are charged to cost of sales and inventories are valued at the earliest acquisition costs. Market is determined based on an assessment of the current estimated replacement costs and selling price of the inventory. In periods where the market price of our inventory declines substantially, cost values of inventory may be higher than the market value, which reduces the value of inventory to market value. This adjustment is related to the recent decline in pricing for many of our raw material and finished goods inventories. Fluctuation in the prices of crude oil, natural gas and correlated products from period to period may result in the recognition of charges to adjust the value of inventory to the lower of cost or market in periods of falling prices and the reversal of those charges in subsequent interim periods as market prices recover. Accordingly, such fluctuations may affect our cost of sales and results of operations. We include these non-GAAP financial information because we believe these measures provide a useful comparison of our financial results between periods and reflect how management reviews its financial results. A quantitative reconciliation of the expected range of net income, the most comparable GAAP measure, to EBITDA and EBITDA excluding LCM is provided below.

Millions of dollars
  Three Months Ended
March 31, 2020
 

Net income

  $ 110 to $180  

Provision for income taxes

    65 to 85  

Depreciation and amortization

    345 to 335  

Interest expense, net

    90 to 80  

EBITDA

    610 to 680  

LCM charges, pre-tax

    445 to 395  

EBITDA excluding LCM

    1,055 to 1,075  

Amendments to our Credit Agreements

        On April 14, 2020, we entered into amendments and related documents (collectively, the "Amendments") to our (i) Amended and Restated Credit Agreement, dated June 5, 2014, among LyondellBasell and LYB Americas Finance (as defined below), as borrowers, the lenders party thereto, Bank of America, N.A., as administrative agent, swing line lender and letter of credit issuer, Deutsche Bank Securities Inc., as syndication agent and the other parties thereto (as amended, the "Revolver"), (ii) Three-Year Credit Agreement, dated March 29, 2019, among LyondellBasell, as guarantor, LYB Americas Finance, as borrower, the lenders party thereto and Bank of America, N.A., as administrative agent (as amended, the "Three Year Credit Agreement") and (iii) Receivables Purchase Agreement, dated September 11, 2012, by and among LYB Receivables LLC, as seller, Lyondell Chemical Company, as initial servicer, Mizuho Bank, Ltd., as administrator and letter of credit bank, and certain conduit purchasers, committed purchasers, letter of credit participants and purchaser agents that are parties thereto (as amended, the "U.S. Receivables Facility" and, together with the Revolver and the Three Year Credit Agreement, the "Credit Agreements" and, each a "Credit Agreement"). Among other things, the Amendments amended each Credit Agreement's gross leverage ratio covenant to permit netting of unrestricted cash and cash equivalents in excess of $300 million (with certain restrictions on non-US cash).

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The Offering

        The summary below describes the principal terms of the notes. Certain of the terms described below are subject to important limitations and exceptions. The "Description of the Notes" section of this prospectus supplement and the "Description of Debt Securities" and "Description of Guarantees" sections of the accompanying prospectus contain a more detailed description of the terms of the notes and the guarantees.

Issuer   LYB International Finance III, LLC.

Parent Guarantor

 

LyondellBasell Industries N.V.

Securities Offered

  We are offering $                aggregate principal amount of notes of the following series:

$                aggregate principal amount of      % Guaranteed Notes due 20    ;

$                aggregate principal amount of      % Guaranteed Notes due 20    ; and

$                aggregate principal amount of      % Guaranteed Notes due 20                .


Guarantees

 

The notes of each series will be fully and unconditionally guaranteed by LyondellBasell as to the payment of principal, premium (if any), interest and any other amounts due on such notes.

Maturity Date

 

Unless redeemed prior to maturity as described below, the 20    notes will mature on            , 20    , the 20    notes will mature on            , 20    and the 20    notes will mature on            , 20    .

Interest

 

Interest on the 20    notes, the 20    notes and the 20    notes will accrue at the rate of      %,       % and      % per year, respectively, payable in cash semi-annually on            and            of each year, commencing            , 2020.

Ranking

 

The notes and the guarantees will constitute senior unsecured obligations of LYB International Finance III and LyondellBasell, respectively, and will rank equally in right of payment with all other existing and future senior unsecured indebtedness of LYB International Finance III and LyondellBasell, respectively, and will rank senior in right of payment to any future subordinated indebtedness that LYB International Finance III or LyondellBasell incurs, respectively. The notes and the guarantees will be effectively subordinated to any future secured indebtedness of LYB International Finance III and LyondellBasell, respectively, to the extent of the value of the collateral securing such obligation. In addition, the notes and the guarantees will be structurally subordinated to all existing and future liabilities of the subsidiaries of LYB International Finance III and LyondellBasell (other than LYB International Finance III).

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    As of March 31, 2020, LyondellBasell and its subsidiaries had approximately $13,655 million of indebtedness outstanding, and, on a pro forma basis after giving effect to the offering of the notes and the use of proceeds therefrom as set forth under "Use of Proceeds", would have had approximately $                million of indebtedness outstanding (in each case, excluding intercompany indebtedness and guarantees of indebtedness of joint ventures). LYB International Finance III has no outstanding secured indebtedness.

 

 

As of March 31, 2020, LyondellBasell's subsidiaries had approximately $10,673 million of indebtedness, including approximately (i) $2,448 million of unsecured indebtedness of LYB International Finance B.V. ("LYB International Finance"), $3,002 million of unsecured indebtedness of LYB International Finance II, $2,448 million of unsecured indebtedness of LYB Americas Finance Company LLC ("LYB Americas Finance") and $975 million of unsecured indebtedness of LYB International Finance III and (ii) approximately $211 million of secured indebtedness outstanding (in each case, excluding intercompany indebtedness and guarantees of indebtedness of joint ventures), that would rank structurally senior to the notes with respect to the assets of such subsidiaries. LYB Americas Finance, LYB International Finance, LYB International Finance II and LYB International Finance III are finance subsidiaries of LyondellBasell with no significant assets of their own other than their intercompany loans advancing the proceeds of the existing guaranteed notes issued by LYB Americas Finance, LYB International Finance, LYB International Finance II and LYB International Finance III, respectively. The existing series of notes of LYB Americas Finance, LYB International Finance, LYB International Finance II and LYB International Finance III are each guaranteed by LyondellBasell but not by any of LyondellBasell's subsidiaries.

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Optional Redemption   LYB International Finance III may elect to redeem and repay any or all of the notes of a series at any time and from time to time prior to maturity, in minimum principal amounts of $2,000 or any integral multiple of $1,000 in excess thereof. If LYB International Finance III elects to redeem and repay the 20    notes prior to            , 20     (            months prior to the maturity date of the 20    notes (the "20    Par Call Date")), the 20    notes prior to            , 20    (            months prior to the maturity date of the 20    notes (the "20    Par Call Date")) or the 20    notes prior to            , 20     (            months prior to the maturity date of the 20    notes (the "20    Par Call Date")), LYB International Finance III will pay an amount equal to the greater of (i) 100% of the principal amount of the notes to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the notes to be redeemed that would be due if the 20    notes to be redeemed matured on the 20    Par Call Date, the 20    notes to be redeemed matured on the 20    Par Call Date or the 20    notes to be redeemed matured on the 20    Par Call Date, as applicable (in each case, exclusive of interest accrued to the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Yield plus                basis points in the case of the 20    notes            , basis points in the case of the 20    notes or            basis points in the case of the 20    notes. If LYB International Finance III elects to redeem and repay the 20    notes on or after the 20    Par Call Date, the 20    notes on or after the 20    Par Call Date or the 20    notes on or after the 20    Par Call Date, LYB International Finance III will pay an amount equal to 100% of the principal amount of such series of notes redeemed. LYB International Finance III will pay accrued interest on the notes redeemed to, but excluding, the redemption date. See "Description of the Notes—Optional Redemption" in this prospectus supplement.

Redemption for Changes in Taxes

 

LYB International Finance III may elect to redeem each series of notes in whole but not in part, at its option, in the event of certain changes in tax law that would require the guarantor to pay additional amounts in respect of the guarantee of such series of notes (as defined in "Description of the Notes—Additional Amounts" in this prospectus supplement) to holders of such notes in respect of withholding taxes that cannot be avoided by taking reasonable measures available to it, at a price equal to 100% of the principal amount of the applicable series of notes plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. See "Description of the Notes—Redemption for Changes in Taxes" in this prospectus supplement.

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Additional Amounts   Subject to certain exceptions and limitations, LyondellBasell will pay such additional amounts (as defined in "Description of the Notes—Additional Amounts" in this prospectus supplement) in respect of the guarantee of each series of notes as may be necessary so that the aggregate net amount received by each beneficial owner of such series of notes after all withholding or deductions, if any, will not be less than the amount the beneficial owner would have received in respect of payments under the guarantee of such series of notes in the absence of such withholding or deduction. See "Description of the Notes—Additional Amounts" in this prospectus supplement.

Change of Control Offer

 

If a change of control triggering event occurs with respect to a series of notes, except to the extent LYB International Finance III has exercised its right to redeem such notes, holders of notes of such series may require LYB International Finance III to repurchase all or a portion of such holders' notes of such series at a purchase price equal to 101% of the principal amount thereof, plus accrued interest, if any, to, but excluding, the date of repurchase. See "Description of the Notes—Change of Control Offer" in this prospectus supplement.

Certain Covenants

  LYB International Finance III will issue the notes under an indenture dated October 10, 2019 entered into with LyondellBasell, the guarantor, and Wells Fargo Bank, National Association, the trustee. The indenture, among other things, restricts our ability to:

create, incur or assume debt secured by liens;

enter into certain sale and lease-back transactions; and

enter into consolidations, mergers or sales of all or substantially all of our assets.


 

 

These covenants are subject to important exceptions and qualifications, which are described in "Description of the Notes—Certain Covenants" in this prospectus supplement.

Use of Proceeds

 

We estimate that the net proceeds of this offering will be approximately $                billion (after deducting the underwriting discounts and estimated offering expenses). We intend to use the net proceeds from the sale of the notes for general corporate purposes, including to increase our liquidity and manage short-term debt maturities. We may temporarily invest funds that are not immediately needed for these purposes in short-term investments, including marketable securities. See "Use of Proceeds" in this prospectus supplement.

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Separate Series / Additional Issuances   The terms of the 20    notes, the 20    notes and the 20    notes will be identical, except as set forth in this prospectus supplement. The 20    notes, the 20    notes and the 20    notes will each constitute a separate series of notes under the indenture relating to the notes. Each such series will be separate from any other series of debt securities that may be issued from time to time in the future under the indenture.

 

 

The issuance of each of the 20    notes, the 20    notes and the 20    notes is not conditioned on the issuance of the other series of notes.

 

 

LYB International Finance III may, without the consent of the holders of the notes of any series, create and issue additional notes ranking identical to the notes of each series described in this prospectus supplement in all respects except for the issue date, the public offering price, the initial interest payment date, if applicable, and the payment of interest accruing prior to the issue date of such additional notes. Any such additional notes, together with the relevant series of notes offered hereby, will constitute a single series of securities under the indenture relating to the notes of such series.

Governing Law

 

State of New York.

Trustee, Registrar and Paying Agent

 

Wells Fargo Bank, National Association.

Risk Factors

 

See "Risk Factors" and other information included or incorporated by reference in this prospectus supplement and the accompanying prospectus for factors you should consider before deciding to invest in the notes.

Conflict of Interests

 

Certain of the underwriters or their affiliates are lenders or agents under our Revolver and our Three Year Credit Agreement and may receive a portion of the net proceeds of this offering if used to repay amounts outstanding under our Revolver and our Three Year Credit Agreement. At least 5% of the net proceeds of this offering may be directed to one or more of the underwriters (or their affiliates). The receipt of at least 5% of the net proceeds of this offering by any underwriter (or its affiliates) would be considered a "conflict of interest" under FINRA Rule 5121. As such, this offering is being conducted in accordance with the applicable requirements of Rule 5121 regarding the underwriting of securities of a company with a member that has a conflict of interest within the meaning of those rules. Rule 5121 requires prominent disclosure of the nature of the conflict of interest in the prospectus supplement for the public offering. Pursuant to Rule 5121(a)(1)(C), the appointment of a qualified independent underwriter is not necessary in connection with this offering as the securities offered are investment grade rated. See "Use of Proceeds" and "Underwriting (Conflicts of Interest)" in this prospectus supplement.

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Summary Historical Financial Data

        The following summary historical financial data of LyondellBasell should be read in conjunction with the consolidated financial statements and related notes thereto and "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, incorporated by reference herein. See "Where You Can Find More Information." The summary historical financial data of LyondellBasell as of and for the years ended December 31, 2019 and 2018 were derived from its audited consolidated financial statements.

 
  Year Ended December 31,  
 
  2019   2018  
 
  (in millions of dollars, except per share data)
 

Results of operations data:

             

Sales and other operating revenues

  $ 34,727   $ 39,004  

Operating income(a)

    4,116     5,231  

Income from continuing operations(a)(b)

    3,404     4,698  

Earnings per share from continuing operations:

             

Basic

    9.61     12.06  

Diluted

    9.60     12.03  

Balance sheet data (as of period end):

             

Total current assets

    9,510     10,566  

Total assets

    30,435     28,278  

Total current liabilities

    5,198     5,513  

Total long-term debt(c)

    11,617     8,502  

Total equity

    8,063     10,280  

(a)
Operating income and Income from continuing operations in 2019 include pre-tax charges of $116 million ($89 million, after tax) for integration costs associated with our acquisition of A. Schulman and a pretax, non-cash charge of $33 million ($25 million, after tax), related to lower of cost or market inventory valuation. In 2018, we had pre-tax acquisition-related transaction and integration costs of $73 million ($57 million, after tax) associated with the acquisition of A. Schulman.

(b)
Income from continuing operations in 2019 and 2018 includes a non-cash tax benefit of $113 million and $358 million, respectively, from the previously unrecognized tax benefits and the release of associated accrued interest. Also included in 2019 is a gain of $5 million on the sale of a joint venture interest in Asia in the fourth quarter of 2019. In 2018, we recognized a $34 million after tax gain on the sale of our carbon black subsidiary in France.

(c)
Includes current maturities of long-term debt.

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RISK FACTORS

        An investment in the notes involves risk. You should carefully consider the following risks as well as the other information included or incorporated by reference in this prospectus supplement, including our financial statements and related notes, before investing in the notes. In addition to the risk factors set forth below, please read the information included or incorporated by reference under the heading "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019. Any of these risks could materially and adversely affect our business, financial condition or results of operations. In such a case, the trading price of our securities, including the notes, could decline and you may lose all or part of your investment.


Risks Related to the Company

        For a discussion of certain risks related to our business and industries, see "Part I, Item 1A. Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 incorporated by reference herein, as well as the following:

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

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

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

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

        The global pandemic of COVID-19 continues to rapidly evolve, and we will continue to monitor the COVID-19 situation closely. The ultimate impact of the COVID-19 pandemic or a similar health epidemic is highly uncertain and subject to change. The extent of the impact of the COVID-19 pandemic on our operational and financial performance, will depend on future developments, including, but not limited to, the duration and spread of the pandemic, its severity, the actions to contain the disease or treat its impact, related restrictions on travel, and the duration, timing and severity of the impact on customer spending, including any recession resulting from the pandemic, all of which are uncertain and cannot be predicted. An extended period of global supply chain and economic disruption

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as a result of the COVID-19 pandemic could have a material negative impact on our business, results of operations, access to sources of liquidity and financial condition, though the full extent and duration is uncertain. To the extent that the COVID-19 pandemic adversely impacts our business, results of operations, liquidity or financial condition, it may also have the effect of increasing many of the other risks described in this "Risk Factors" section and the documents incorporated by reference herein.


Risks Related to the Notes

The notes and the guarantees will be effectively subordinated to all liabilities of LyondellBasell's subsidiaries, other than LYB International Finance III.

        The notes and the guarantees will be structurally subordinated to indebtedness and other liabilities of LyondellBasell's subsidiaries, other than those of LYB International Finance III. In the event of a bankruptcy, insolvency, liquidation, dissolution or reorganization of any of LyondellBasell's subsidiaries, those subsidiaries will pay the holders of their debts, holders of preferred equity interests and their trade creditors before they will be able to distribute any of their assets to LyondellBasell.

        The notes will not be guaranteed by any of LyondellBasell's subsidiaries. LyondellBasell's subsidiaries are separate and distinct legal entities and, other than LYB International Finance III, have no obligation, contingent or otherwise, to pay any amounts due pursuant to the notes, or to make any funds available for such purposes. Therefore, whether by dividends, loans, distributions or other payments, any right that LyondellBasell has to receive any assets of any of its subsidiaries upon the liquidation or reorganization of those subsidiaries, and the consequent rights of holders of notes to realize proceeds from the sale of any of those subsidiaries' assets, will be effectively subordinated to the claims of those subsidiaries' creditors, including trade creditors and holders of preferred equity interests of those subsidiaries, if any.

        As of March 31, 2020 LyondellBasell's subsidiaries had approximately $10,673 million of indebtedness, including (i) approximately $2,448 million of unsecured indebtedness of LYB International Finance, approximately $3,002 million of unsecured indebtedness of LYB International Finance II, approximately $2,448 million of unsecured indebtedness of LYB Americas Finance and $975 million of unsecured indebtedness of LYB International Finance III and (ii) approximately $211 million of secured indebtedness, outstanding (excluding in each case intercompany indebtedness and guarantees of indebtedness of joint ventures), that would rank structurally senior to the notes with respect to the assets of such subsidiaries. LYB Americas Finance, LYB International Finance, LYB International Finance II and LYB International Finance III are finance subsidiaries of LyondellBasell with no significant assets of their own other than their intercompany loans advancing the proceeds of the existing guaranteed notes issued by LYB Americas Finance, LYB International Finance, LYB International Finance II and LYB International Finance III, respectively. The existing series of notes of LYB Americas Finance, LYB International Finance, LYB International Finance II and LYB International Finance III are each guaranteed by LyondellBasell but not by any of LyondellBasell's subsidiaries. Subject to the limits in any applicable indentures or other agreements, LyondellBasell's subsidiaries may incur more debt, and those indentures and other agreements do not limit the incurrence of liabilities that are not indebtedness such as, for example, contractual obligations and unfunded pension liabilities.

LYB International Finance III's ability to satisfy its obligations in respect of the notes is dependent on LyondellBasell and LyondellBasell's other subsidiaries.

        LYB International Finance III is a financing vehicle for LyondellBasell and its consolidated subsidiaries and its primary business is the raising of money for the purpose of on-lending to LyondellBasell and its consolidated subsidiaries. LYB International Finance III's ability to satisfy its obligations in respect of the notes will depend on payments made to LYB International Finance III by

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LyondellBasell and its consolidated subsidiaries in respect of loans and advances made by LYB International Finance III.

LyondellBasell is a holding company and depends upon cash distributions from its subsidiaries to meet its financial obligations.

        As a holding company, LyondellBasell conducts its operations through its operating subsidiaries, and its only significant assets are the capital stock of its subsidiaries. Accordingly, its ability to meet its financial obligations, including its obligations under the guarantees, depends upon the ability of its subsidiaries to make cash distributions to it. Any of its subsidiaries' declaration of bankruptcy, liquidation, reorganization or acceleration of the payment of any part of their indebtedness or other liabilities could materially adversely affect their ability to make cash distributions to LyondellBasell. Additionally, the ability of LyondellBasell's subsidiaries to make distributions to it is, and will continue to be, restricted by, among other limitations, applicable provisions of federal and state law and contractual provisions. Any inability of LyondellBasell's subsidiaries to make dividends or distributions to it, whether by reason of financial difficulties or other restrictions, could have a material adverse effect on its ability to service and repay its indebtedness, and meet its financial obligations, including under the guarantees.

The notes and the guarantees will be unsecured and effectively subordinated to LYB International Finance III's and LyondellBasell's secured debt, respectively.

        The notes and the guarantees will be LYB International Finance III's and LyondellBasell's general unsecured obligations, respectively, and will rank pari passu in right of payment with all their respective existing and future senior unsecured indebtedness. As of March 31, 2020, each of LyondellBasell and LYB International Finance III had no outstanding secured indebtedness (although other subsidiaries of LyondellBasell had $211 million of secured indebtedness outstanding as of such date). The notes and guarantees will rank effectively junior in right of payment to any future secured indebtedness of LYB International Finance III and LyondellBasell, respectively, to the extent of the value of the collateral therefor. If LyondellBasell or LYB International Finance III is declared bankrupt, becomes insolvent or is liquidated or reorganized, or the payment of any part of its indebtedness is accelerated, any of its future secured indebtedness will be entitled to be paid in full from its assets securing that indebtedness before any payment may be made with respect to the notes or the guarantees, as applicable. Holders of the notes will participate ratably in the remaining assets with all holders of LYB International Finance III's or LyondellBasell's unsecured indebtedness, as applicable, that does not rank junior to the notes or the guarantees, including all of their other general creditors, based upon the respective amounts owed to each holder or creditor. In any of the foregoing events, there may not be sufficient assets to pay amounts due on the notes or the guarantees. As a result, holders of the notes and guarantees would likely receive less, ratably, than holders of secured indebtedness.

        The covenants under the indenture that will govern the notes will permit substantial amounts of additional secured indebtedness to be incurred by LyondellBasell and its subsidiaries, including LYB International Finance III.

Federal, state and foreign statutes allow courts, under specific circumstances, to void the notes and the guarantees.

        The issuance of the notes and the guarantees may be subject to review under federal, state and foreign fraudulent transfer and conveyance statutes. While the relevant laws may vary from jurisdiction to jurisdiction, under such laws the issuance or guarantees of the notes would generally be a fraudulent conveyance if (1) LYB International Finance III issued the notes or LyondellBasell provided the guarantees with the actual intent of hindering, delaying or defrauding creditors or (2) LYB International Finance III or LyondellBasell, as applicable, received less than reasonably equivalent

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value or fair consideration in return for issuing the notes or guarantees, as applicable, and, in the case of (2) only, one of the following is also true:

        If a court were to find that the issuance of the notes or the guarantees was a fraudulent conveyance, the court could void the payment obligations under the notes or the guarantees or subordinate the notes or the guarantees to presently existing and future indebtedness of LYB International Finance III or LyondellBasell, or require the holders of the notes to repay any amounts received. In the event of a finding that a fraudulent conveyance occurred, you may not receive any repayment on the notes.

        To the extent that the proceeds from this offering of notes are used to repurchase LyondellBasell's ordinary shares, a court could conclude that the notes were issued for less than reasonably equivalent value or fair consideration.

        Generally, an entity would be considered insolvent if at the time it incurred indebtedness:

        We cannot be certain as to the standards a court would use to determine whether or not LYB International Finance III or LyondellBasell was solvent at the relevant time, or regardless of the standard that a court uses, that the issuance of the notes or the guarantees would not be subordinated to any of LyondellBasell's other debt.

There are limited covenants in the indenture that will govern the notes.

        The indenture that will govern the notes contains limited covenants, including those restricting our ability to incur secured indebtedness, enter into certain sale and lease-back transactions or enter into consolidations, mergers or sales of all or substantially all of our assets. The restrictions on secured indebtedness and sale and lease-back covenants contain exceptions that will allow us and our subsidiaries to incur liens with respect to material assets. See "Description of Debt Securities—Restrictive Covenants" in the accompanying prospectus. In light of these exceptions, holders of the notes may be effectively subordinated to holders of secured indebtedness.

The terms of the indenture that will govern the notes may restrict our ability to respond to changes or to take certain actions.

        The indenture that will govern the notes contains restrictive covenants that may limit our ability to engage in acts that may be in our long-term best interests, including, among other things, restrictions on our ability to:

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        A breach of the covenants under our indentures or other debt and credit arrangements could result in an event of default under the applicable indebtedness. Any such default may allow the creditors to accelerate the related indebtedness and may result in the acceleration of any other indebtedness to which a cross-acceleration or cross-default provision applies. In addition, an event of default under LyondellBasell's credit facilities would permit the lenders thereunder to terminate all commitments to extend further credit under the applicable facilities. In the event our lenders or holders of our notes accelerate the repayment of our borrowings, we cannot assure you that we would have sufficient assets to repay such indebtedness. As a result of these restrictions, we may be:

        These restrictions may affect our ability to grow in accordance with our plans.

Insolvency laws of jurisdictions outside of the U.S. may preclude holders of the notes from recovering payments due on the notes.

        LyondellBasell is organized under the laws of The Netherlands. The insolvency laws of The Netherlands may not be as favorable to your interests as creditors as the laws of the U.S. or other jurisdictions with which you may be familiar.

U.S. investors in the notes may have difficulties enforcing certain civil liabilities.

        LyondellBasell is organized under the laws of The Netherlands. We have agreed, in accordance with the terms of the indenture under which the notes and guarantees will be issued, to accept service of process in any suit, action or proceeding with respect to the indenture, the notes and the guarantees brought in any federal or state court located in New York City by an agent designated for such purpose, and to submit to the jurisdiction of such courts in connection with such suits, actions or proceedings. However, it may be difficult for securityholders to enforce judgments of U.S. courts predicated upon the civil liability provisions of the U.S. federal securities laws against certain of our assets. A judgment of a U.S. court based solely upon civil liability under those laws may be unenforceable outside of the U.S. In addition, awards of punitive damages in actions brought in the U.S. or elsewhere may be unenforceable in jurisdictions outside of the U.S.

LYB International Finance III may not be able to fulfill its repurchase obligations in the event of a change of control triggering event.

        Upon the occurrence of a change of control triggering event, as defined herein, each holder of the outstanding notes of each series will have the right to require LYB International Finance III to repurchase all or a portion of that holder's outstanding notes of such series at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest and additional interest, if any, to the repurchase date. Additionally, such events would constitute a change of control event under the existing guaranteed notes and may also constitute a change of control event or an event of default under our other indebtedness and credit facilities and arrangements. Further, LYB International Finance III's failure to make the change of control offer or to pay the change of control purchase price when due would result in a default under the indenture that will govern the notes. See "Description of the Notes—Change of Control Offer." The source of funds for any required purchases of the notes of

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a series will be our available cash or cash generated from LyondellBasell's subsidiaries' operations or other sources, including borrowings, sales of assets or sales of equity. LYB International Finance III may not be able to repurchase tendered and not withdrawn notes of a series upon a change of control triggering event because we may not have sufficient financial resources. We may require additional financing from third parties to fund any such purchases, and we cannot assure you that we would be able to obtain financing on satisfactory terms, or at all. Further, LYB International Finance III's ability to repurchase tendered and not withdrawn notes of a series upon a change of control triggering event may be limited by law. In order to avoid LYB International Finance III's repurchase obligations upon a change of control triggering event and any related repurchase obligations, events of default and potential breaches under our other debt arrangements, we may be discouraged from entering into certain change of control transactions that would otherwise be beneficial to us.

        In addition, certain important corporate events, such as leveraged recapitalizations, or the disposition of a "disposed group" (as defined in the accompanying prospectus under the caption "Description of Debt Securities—Limitation on Mergers and Consolidations"), may not under the notes of a series constitute a "change of control triggering event" that would require LYB International Finance III to repurchase the notes of such series, notwithstanding the fact that such corporate events could increase the level of our indebtedness or otherwise adversely affect our capital structure, credit ratings or the value of the notes of such series. See "Description of the Notes—Change of Control Offer."

        The definition of change of control in the notes includes a phrase relating to the sale of "all or substantially all" of our assets. There is no precise established definition of the phrase "substantially all" under applicable law. Accordingly, the ability of a holder of notes of a series to require LYB International Finance III to repurchase the notes of such series as a result of a sale of less than all our assets to another person may be uncertain.

A downgrade, suspension or withdrawal of the rating assigned by any rating agency to the notes or to us could cause the liquidity or market value of the notes to decline.

        We and the notes have been rated by nationally recognized statistical ratings organizations and may in the future be rated by additional rating agencies. Any rating so assigned may be lowered or withdrawn entirely by a rating agency if, in that rating agency's judgment, circumstances relating to the basis of the rating, such as adverse change to our business, so warrant. Any lowering or withdrawal of a rating by a rating agency could reduce the liquidity or market value of the notes.

The notes have no established trading market or history, and liquidity of trading markets for the notes may be limited.

        Each series of notes will constitute a new issue of securities with no established trading market. Although the underwriters have indicated that they intend to make a market in the notes, they are not obligated to do so and any of their market-making activities may be terminated or limited at any time. In addition, we do not intend to apply for a listing of any series of notes on any securities exchange or interdealer quotation system. As a result, there can be no assurance as to the liquidity of markets that may develop for the notes, the ability of noteholders to sell their notes or the prices at which such notes could be sold. The notes may trade at prices that are lower than their respective public offering price depending on many factors, including prevailing interest rates and the markets for similar securities. The liquidity of trading markets for the notes may also be adversely affected by general declines or disruptions in the markets for debt securities. Those market declines or disruptions could adversely affect the liquidity of and market for the notes independent of our financial performance or prospects.

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We expect that the trading prices of the notes of each series will be significantly affected by changes in the interest rate environment and our credit quality, each of which could change substantially at any time.

        We expect that the trading prices of the notes of each series will depend on a variety of factors, including, without limitation, the interest rate environment and our credit quality. Each of these factors may be volatile, and may or may not be within our control.

        If interest rates, or expected future interest rates, rise during the term of the notes, the trading prices of each series of notes will likely decrease. Because interest rates and interest rate expectations are influenced by a wide variety of factors, many of which are beyond our control, we cannot assure you that changes in interest rates or interest rate expectations will not adversely affect the trading prices of each series of notes.

        Furthermore, the trading prices of the notes of each series will likely be significantly affected by any change in our credit quality and any ratings assigned to us or our debt. Because our credit quality is influenced by a variety of factors, some of which are beyond our control, we cannot guarantee that we will maintain or improve our credit quality during the term of the notes. For example, on April 3, 2020, S&P Global Ratings downgraded our senior unsecured notes to BBB from BBB+. In addition, because we may choose to take actions that adversely affect our credit quality, such as incurring additional indebtedness or repurchasing LyondellBasell's ordinary shares, there can be no guarantee that our credit quality will not decline during the term of the notes, which would likely negatively impact the trading price of the notes. Furthermore, a further downgrade of our senior unsecured credit ratings could adversely affect our access to capital markets and our cost of borrowing and result in more restrictive covenants in future debt agreements.

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USE OF PROCEEDS

        We estimate the net proceeds from this offering will be approximately $             billion (after deducting underwriting discounts and estimated offering expenses).

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

        Certain of the underwriters or their affiliates are lenders or agents under our Revolver and Three Year Credit Agreement and may receive a portion of the net proceeds of this offering if used to repay amounts outstanding under our Revolver and our Three Year Credit Agreement. At least 5% of the net proceeds of this offering may be directed to one or more of the underwriters (or their affiliates). The receipt of at least 5% of the net proceeds of this offering by any underwriter (or its affiliates) would be considered a "conflict of interest" under FINRA Rule 5121. As such, this offering is being conducted in accordance with the applicable requirements of Rule 5121 regarding the underwriting of securities of a company with a member that has a conflict of interest within the meaning of those rules. Rule 5121 requires prominent disclosure of the nature of the conflict of interest in the prospectus supplement for the public offering. Pursuant to Rule 5121(a)(1)(C), the appointment of a qualified independent underwriter is not necessary in connection with this offering as the securities offered are investment grade rated. See "Underwriting (Conflicts of Interest)."

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CAPITALIZATION

        The following table sets forth our cash and cash equivalents and capitalization as of December 31, 2019 (i) on an actual basis, (ii) on an as adjusted basis to give effect to our borrowing under the Credit Agreements in March 2020 and (iii) on an as further adjusted basis to give effect to the consummation of the offering and the use of proceeds therefrom as described in "Use of Proceeds." This table should be read with LyondellBasell's consolidated financial statements and the related notes and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in LyondellBasell's Annual Report on Form 10-K for the fiscal year ended December 31, 2019, which are incorporated in this prospectus supplement by reference.

 
  As of December 31, 2019  
 
  Actual   As Adjusted   As Further
Adjusted
 
 
  Millions of dollars
 

Cash and cash equivalents and restricted cash(1)

  $ 888   $ 1,888   $    

Debt, including current maturities:

                   

Short-term debt(2)

    445     445     445  

$2,500 million Senior Revolving Credit Facility

        500     500  

$900 million U.S. Receivables Facility

        500     500  

Current maturities of long-term debt

    3     3     3  

$4,000 million Three Year Term Loan due 2022

    1,950     1,950     1,950  

            % Guaranteed Notes due 20    offered hereby(3)

               

            % Guaranteed Notes due 20    offered hereby(4)

               

            % Guaranteed Notes due 20    offered hereby(5)

               

6.0% Senior Notes due 2021(6)

    998     998     998  

5.75% Senior Notes due 2024(7)

    995     995     995  

4.625% Senior Notes due 2055(8)

    973     973     973  

1.875% Guaranteed Notes due 2022(9)

    841     841     841  

4.0% Guaranteed Notes due 2023(10)

    744     744     744  

0.875% Guaranteed Notes due 2026(11)

    555     555     555  

8.1% Guaranteed Notes due 2027

    300     300     300  

3.5% Guaranteed Notes due 2027(12)

    1,023     1,023     1,023  

1.625% Guaranteed Notes due 2031(13)

    552     552     552  

5.25% Guaranteed Notes due 2043(14)

    723     723     723  

4.875% Guaranteed Notes due 2044(15)

    980     980     980  

4.2% Guaranteed Notes due 2049(16)

    975     975     975  

Other long-term debt

    5     5     5  

Total debt, including current maturities:

    12,062     13,062        

Non-controlling interests

    19     19     19  

Total LyondellBasell share of shareholders' equity

    8,044     8,044     8,044  

Total capitalization

  $ 20,125   $ 21,125   $    

(1)
Includes $30 million of restricted cash as of December 31, 2019. As of March 31, 2020, our total available liquidity was $3.2 billion, including $1.8 billion in cash and short-term investments.

(2)
Includes $262 million of Commercial Paper outstanding as of December 31, 2019.

(3)
Includes $             million of unamortized discount and $             million of unamortized debt issuance costs. Issued by LYB International Finance III. Guaranteed by LyondellBasell.

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(4)
Includes $             million of unamortized discount and $             million of unamortized debt issuance costs. Issued by LYB International Finance III. Guaranteed by LyondellBasell.

(5)
Includes $             million of unamortized discount and $             million of unamortized debt issuance costs. Issued by LYB International Finance III. Guaranteed by LyondellBasell.

(6)
Includes a negative $1 million cumulative fixed-for-floating interest rate swap adjustment, and $3 million of unamortized debt issuance cost.

(7)
Includes $5 million of unamortized debt issuance cost.

(8)
Includes $16 million of unamortized discount and $11 million of unamortized debt issuance cost.

(9)
Includes a negative $2 million cumulative fixed-for-floating interest rate swap adjustment, $1 million of unamortized discount and $2 million of unamortized debt issuance cost. Issued by LYB International Finance II. Guaranteed by LyondellBasell.

(10)
Includes $4 million of unamortized discount and $2 million of unamortized debt issuance cost. Issued by LYB International Finance. Guaranteed by LyondellBasell.

(11)
Includes $2 million of unamortized discount and $4 million of unamortized debt issuance costs. Issued by LYB International Finance II. Guaranteed by LyondellBasell.

(12)
Includes a negative $37 million cumulative fixed-for-floating interest rate swap adjustment, $8 million of unamortized discount and $6 million of unamortized debt issuance cost. Issued by LYB International Finance II. Guaranteed by LyondellBasell.

(13)
Includes $6 million of unamortized discount and $3 million of unamortized debt issuance costs. Issued by LYB International Finance II. Guaranteed by LyondellBasell.

(14)
Includes $20 million of unamortized discount and $7 million of unamortized debt issuance cost. Issued by LYB International Finance. Guaranteed by LyondellBasell.

(15)
Includes $11 million of unamortized discount and $9 million of unamortized debt issuance cost. Issued by LYB International Finance. Guaranteed by LyondellBasell.

(16)
Includes $15 million of unamortized discount and $10 million of unamortized debt issuance cost. Issued by LYB International Finance III. Guaranteed by LyondellBasell.

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DESCRIPTION OF THE NOTES

        The notes will be issued under and pursuant to an indenture dated as of October 10, 2019 among LYB International Finance III, as issuer, LyondellBasell, as guarantor, and Wells Fargo Bank, National Association, as trustee. The notes will be issued pursuant to a resolution of LYB International Finance III's sole member, and an accompanying officer's certificate setting forth the specific terms applicable to each series of notes.

        This description of the notes is intended to be an overview of the material provisions of the notes and is intended to supplement, and to the extent of any inconsistency replace, the description of the general terms and provisions of the debt securities set forth in the accompanying prospectus, to which we refer you. Since this description of the notes is only a summary, you should refer to the indenture and the notes, forms of which have been filed as an exhibit to the registration statement of which this prospectus supplement forms a part, for a complete description of the obligations of the issuer and the guarantor under the notes, the guarantees and the indenture and your rights as a holder of the notes.

        The 20    Notes.    The 20    notes will:

        The 20    Notes.    The 20    notes will:

        The 20    Notes.    The 20    notes will:

        The Notes.    Each series of notes will be a separate series under the indenture and:

        Interest on the notes.    Interest on the notes will:

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Payment and Transfer

        Beneficial interests in notes in global form will be shown on, and transfers of interests in notes in global form will be made only through, records maintained by DTC and its direct and indirect participants. Notes in definitive form, if any, may be registered, exchanged or transferred at the office or agency maintained by LYB International Finance III for such purpose (which initially will be the corporate trust office of the trustee).

        Payment of principal of, premium, if any, and interest on notes in global form registered in the name of or held by DTC or its nominee will be made in immediately available funds to DTC or its nominee, as the case may be, as the registered holder of such global note. If any of the notes are no longer represented by global notes, payment of interest on the notes in definitive form may, at LYB International Finance III's option, be made at the corporate trust office of the trustee.

        No service charge will be made for any registration of transfer or exchange of notes, but LYB International Finance III may require payment of a sum sufficient to cover any transfer tax or other governmental charge payable in connection therewith. LYB International Finance III is not required to transfer or exchange any note selected for redemption for a period beginning 15 business days before the mailing of a notice of redemption of notes to be redeemed and ending on the day of mailing of the notice of redemption.

        The registered holder of a note will be treated as the owner of it for all purposes.

Ranking

        The notes and the guarantees will constitute senior unsecured obligations of LYB International Finance III and LyondellBasell, respectively, and will rank equally in right of payment with all other existing and future senior unsecured indebtedness of LYB International Finance III and LyondellBasell, respectively, and will rank senior in right of payment to any future subordinated indebtedness that LYB International Finance III or LyondellBasell incurs, respectively. The notes and the guarantees will be effectively subordinated to any future secured indebtedness of LYB International Finance III and LyondellBasell, respectively, to the extent of the value of the collateral securing such obligation. In addition, the notes will be structurally subordinated to all existing and future liabilities of the subsidiaries of LYB International Finance III and LyondellBasell (other than LYB International Finance III).

        At March 31, 2020, LyondellBasell had approximately $13,655 million of indebtedness outstanding, including approximately $10,673 million of indebtedness outstanding of its subsidiaries (including approximately $2,448 million of unsecured indebtedness of LYB International Finance, approximately $3,002 million of unsecured indebtedness of LYB International Finance II, approximately $2,448 million of unsecured indebtedness of LYB Americas Finance and $975 million of unsecured indebtedness of LYB International Finance III), and on a pro forma basis after giving effect to the offering of the notes (and the use of proceeds therefrom), would have had approximately $             million of indebtedness outstanding (in each case, excluding intercompany indebtedness and guarantees of indebtedness of joint ventures). LYB Americas Finance, LYB International Finance, LYB International Finance II and LYB International Finance III are finance subsidiaries of LyondellBasell with no significant assets of their own other than their intercompany loans advancing the proceeds of the existing guaranteed notes

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issued by LYB Americas Finance, LYB International Finance, LYB International Finance II and LYB International Finance III, respectively. The existing series of notes of LYB Americas Finance, LYB International Finance, LYB International Finance II and LYB International Finance III are each guaranteed by LyondellBasell but not by any of LyondellBasell's subsidiaries. At March 31, 2020, LyondellBasell had no secured indebtedness, although subsidiaries of LyondellBasell had approximately $211 million of outstanding secured indebtedness as of such date.

        We will be permitted under the indenture to issue substantial amounts of additional indebtedness in the future.

Optional Redemption

        Prior to the 20    Par Call Date, the 20    Par Call Date and the 20    Par Call Date, the 20     notes, the 20    notes and the 20    notes, respectively, will be redeemable and repayable, at LYB International Finance III's option, at any time in whole, or from time to time in part, at a price equal to the greater of:

plus, accrued and unpaid interest to, but excluding, the date of redemption.

        On or after the 20 Par Call Date (with respect to the 20 notes), the 20 Par Call Date (with respect to the 20 notes) and the 20 Par Call Date (with respect to the 20 notes), such notes will be redeemable and repayable, at LYB International Finance III's option, at any time in whole, or from time to time in part, at a price equal to 100% of the principal amount of the notes to be redeemed plus accrued and unpaid interest on the notes to be redeemed to, but excluding, the date of redemption.

        Notes called for redemption become due on the date fixed for redemption. Notices of redemption will be mailed at least 10 but not more than 60 days before the redemption date to each holder of record of the notes to be redeemed at its registered address. The notice of redemption for the notes of a series will state, among other things, the amount of notes of such series to be redeemed, the redemption date, the redemption price or, if not ascertainable, the manner of determining the redemption price and the place(s) that payment will be made upon presentation and surrender of notes to be redeemed. Unless LYB International Finance III or LyondellBasell defaults in payment of the redemption price, interest will cease to accrue on any notes that have been called for redemption at the redemption date. Notes called for redemption will be redeemed and repaid in principal amounts of $2,000 or any integral multiple of $1,000 in excess thereof. If less than all the notes of a series are

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redeemed at any time, the trustee will select the notes of such series to be redeemed on a pro rata basis or by any other method in accordance with the procedures of the Depositary.

        For purposes of determining the optional redemption price, the following definitions are applicable:

        "20    Par Call Date" means                        , 20     (            months prior to the maturity date of the 20    notes).

        "20    Par Call Date" means                        , 20     (            months prior to the maturity date of the 20    notes).

        "20    Par Call Date" means                        , 20     (            months prior to the maturity date of the 20    notes).

        "Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the notes of the applicable series, calculated as if the maturity date of the notes of such series were the 20            Par Call Date, in the case of the 20             notes, the 20            Par Call Date, in the case of the 20            notes, and the 20    Par Call Date, in the case of the 20    notes (the "Remaining Life"), that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the Remaining Life of the notes of such series.

        "Comparable Treasury Price" means, with respect to any redemption date, (i) the average of the Reference Treasury Dealer Quotations obtained by us for the redemption date, after excluding the highest and lowest of all Reference Treasury Dealer Quotations obtained, or (ii) if we obtain fewer than four such Reference Treasury Dealer Quotations, the average of all Reference Treasury Dealer Quotations obtained by us.

        "Independent Investment Banker" means BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC or Morgan Stanley & Co. LLC (and their respective successors), or, if each of such firms is unwilling or unable to select the applicable Comparable Treasury Issue, an independent investment banking institution of national standing appointed by the trustee and reasonably acceptable to LYB International Finance III.

        "Reference Treasury Dealer" means each of (i) BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, unless any of them ceases to be a primary U.S. government securities dealer in New York City (a "Primary Treasury Dealer"), in which case LYB International Finance III will substitute therefor another Primary Treasury Dealer; and (ii) any two or more other Primary Treasury Dealers selected by LYB International Finance III.

        "Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date for the notes, an average, as determined by us, of the bid and asked prices for the Comparable Treasury Issue for such notes of a series (expressed in each case as a percentage of its principal amount) quoted in writing to the trustee by the Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding such redemption date.

        "Treasury Yield" means, with respect to any redemption date applicable to the notes of a series, the rate per annum equal to the semi-annual equivalent yield to maturity (computed as of the third business day immediately preceding the redemption date) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the applicable Comparable Treasury Price for the redemption date.

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        Except as set forth above and below under "—Redemption for Changes in Taxes," the notes will not be redeemable by LYB International Finance III prior to maturity and will not be entitled to the benefit of any sinking fund.

Defeasance

        The notes will be subject to legal defeasance and to covenant defeasance as provided under "Description of Debt Securities—Defeasance" in the accompanying prospectus.

Change of Control Offer

        If a change of control triggering event occurs with respect to a series of notes, unless LYB International Finance III has exercised its option to redeem the notes of such series as described above, each holder of outstanding notes of such series will have the right to require LYB International Finance III to make an offer (a "change of control offer") to repurchase all or any portion (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder's notes on the terms set forth in such notes of such series. In a change of control offer, LYB International Finance III will be required to offer payment in cash equal to 101% of the aggregate principal amount of notes repurchased (a "change of control payment"), plus accrued and unpaid interest, if any, on the notes repurchased to, but excluding, the date of repurchase, subject to the right of holders of record on the applicable record date to receive interest due on the next interest payment date.

        Within 30 days following any change of control triggering event with respect to a series of notes or, at LYB International Finance III's option, prior to any change of control, but after public announcement of the transaction that constitutes or may constitute the change of control, a notice will be mailed to holders of the notes of the applicable series describing the transaction that constitutes or may constitute the change of control triggering event and offering to repurchase such notes on the date specified in the applicable notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a "change of control payment date"). The notice may, if mailed prior to the date of consummation of the change of control, state that the change of control offer is conditioned on the change of control triggering event occurring on or prior to the applicable change of control payment date.

        Upon the change of control payment date, LYB International Finance III will, to the extent lawful:

        LYB International Finance III will not be required to make a change of control offer with respect to a series of notes upon the occurrence of a change of control triggering event with respect to such series of notes if a third party makes such an offer with respect to such series of notes in the manner, at the times and otherwise in compliance with the requirements for an offer made by LYB International Finance III and the third party repurchases all notes of such series properly tendered and not withdrawn under its offer. In addition, LYB International Finance III will not repurchase any notes of a series if there has occurred and is continuing on the change of control payment date an event of default with respect to such series of notes under the indenture, other than a default in the payment of the change of control payment upon a change of control triggering event with respect to such series of notes.

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        LYB International Finance III will comply with the applicable requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the notes of a series as a result of a change of control triggering event with respect to such series of notes. To the extent that the provisions of any securities laws or regulations conflict with the change of control offer provisions of the notes of a series, LYB International Finance III will comply with those securities laws and regulations and will not be deemed to have breached its obligations under the change of control offer provisions of the notes of such series by virtue of any such conflict.

        For purposes of the change of control offer provisions of the notes, the following terms will be applicable:

        "change of control" means the occurrence of any of the following: (1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or more series of related transactions, of all or substantially all of LyondellBasell's assets and the assets of its subsidiaries, taken as a whole, to any person, other than LyondellBasell or one of its subsidiaries; or (2) LyondellBasell becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by any person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), in a single transaction or in a related series of transactions, by way of acquisition, merger, amalgamation, consolidation, transfer, conveyance or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of more than 50% of the total voting power of the voting stock of LyondellBasell, other than by virtue of the imposition of a holding company, or the reincorporation of LyondellBasell in another jurisdiction, so long as the beneficial owners of the voting stock of LyondellBasell immediately prior to such transaction hold a majority of the voting power of the voting stock of such holding company or reincorporation entity immediately thereafter.

        Notwithstanding the foregoing, a transaction will not be deemed to involve a change of control under clause (2) above if (i) LyondellBasell becomes a direct or indirect wholly owned subsidiary of a holding company and (ii)(A) the direct or indirect holders of the voting stock of such holding company immediately following that transaction are substantially the same as the holders of LyondellBasell's voting stock immediately prior to that transaction or (B) immediately following that transaction no person (other than a holding company satisfying the requirements of this sentence) is the beneficial owner, directly or indirectly, of more than 50% of the voting stock of such holding company. The term "person," as used in this definition, has the meaning given thereto in Section 13(d)(3) of the Exchange Act.

        The definition of "change of control" includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of "all or substantially all" of LyondellBasell's assets and the assets of LyondellBasell's subsidiaries, taken as a whole.

        Although there is a limited body of case law interpreting the phrase "substantially all," there is no precise, established definition of the phrase under applicable law. Accordingly, the applicability of the requirement that LYB International Finance III offer to repurchase the notes of a series as a result of a sale, lease, transfer, conveyance or other disposition of less than all of LyondellBasell's assets and the assets of LyondellBasell's subsidiaries, taken as a whole, to another person may be uncertain.

        Notwithstanding the foregoing, the disposition of a "disposed group" will not constitute a change of control pursuant to clause (1) of the definition thereof. See "Description of Debt Securities—Limitation on Mergers and Consolidations" in the accompanying prospectus.

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        The occurrence of events that would constitute a change of control may also constitute an event of default under or require repurchase of LyondellBasell's, LYB International Finance's, LYB International Finance II's, or LYB International Finance III's other indebtedness. Future indebtedness of LyondellBasell or its subsidiaries may contain prohibitions on certain events that would constitute a change of control or require such indebtedness to be repurchased upon a change of control. Moreover, the exercise by the holders of their right to require LYB International Finance III to repurchase the notes of a series could cause a default under LyondellBasell's or LYB International Finance III's other indebtedness or credit facilities, even if the change of control itself does not, due to the financial effect of such repurchase on LyondellBasell or LYB International Finance III. Finally, LYB International Finance III's ability to repurchase the notes of a series upon a change of control triggering event with respect to such series of notes may be limited by its or LyondellBasell's then existing financial resources. There can be no assurance that sufficient funds will be available when necessary to make any required repurchases. See "Risk Factors—Risks Relating to the Notes—LYB International Finance III may not be able to fulfill its repurchase obligations in the event of a change of control triggering event."

        The provisions under the indenture relating to LYB International Finance III's obligation to make an offer to repurchase the notes of a series as a result of a change of control triggering event with respect to such series of notes may be waived or modified with the consent of the holders of a majority in aggregate principal amount of the notes of such series.

        "change of control triggering event" means the occurrence of both a change of control and a rating event.

        "investment grade rating" means a rating equal to or higher than Baa3 (or the equivalent) by Moody's and BBB- (or the equivalent) by S&P, and the equivalent investment grade credit rating from any replacement rating agency or rating agencies selected by LyondellBasell.

        "Moody's" means Moody's Investors Service, Inc. and its successors.

        "rating agencies" means (1) each of Moody's and S&P and (2) if either of Moody's or S&P ceases to rate the notes of the relevant series or fails to make a rating of the notes of such series publicly available for reasons outside of LyondellBasell's control, a "nationally recognized statistical rating organization" within the meaning of Section 3(a)(62) of the Exchange Act selected by LyondellBasell (as certified by a resolution of LyondellBasell's managing board) as a replacement agency for Moody's or S&P, or all of them, as the case may be.

        "rating event" means the rating on the notes of the applicable series is lowered by both of the two rating agencies and the notes of such series are rated below an investment grade rating by both of the two rating agencies, in any case on any day during the period (which period will be extended so long as the rating of the notes of such series is under publicly announced consideration for a possible downgrade by either of the rating agencies) commencing 60 days prior to the first public notice of the occurrence of a change of control or LyondellBasell's intention to effect a change of control and ending 60 days following consummation of such change of control.

        "S&P" means S&P Global Ratings, a division of S&P Global, Inc., and its successors.

        "voting stock" means, with respect to any specified "person" (as that term is used in Section 13(d)(3) of the Exchange Act) as of any date, the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person.

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Certain Covenants

        Certain covenants in the indenture will limit LyondellBasell's ability and the ability of its subsidiaries to:

        For a description of these covenants, see "Description of Debt Securities—Limitation on Mergers and Consolidations" and"—Restrictive Covenants" in the accompanying base prospectus.

Redemption for Changes in Taxes

        LYB International Finance III may redeem the notes of a series, in whole but not in part, at its discretion at any time upon giving not less than 10 nor more than 60 days' prior notice (which notice will be irrevocable), at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to the date fixed by LYB International Finance III for redemption and all additional amounts (if any) then due and which will become due on that date as a result of the redemption or otherwise (subject to the right of holders of the notes of such series on the relevant record date to receive interest when due and additional amounts (if any) in respect thereof), if on the next date on which any amount would be payable in respect of the guarantees of the notes, LyondellBasell is or would be required to pay additional amounts (as described below under "—Additional Amounts"), and LyondellBasell cannot avoid any such payment obligation by taking reasonable measures available, and the requirement arises as a result of:

        LYB International Finance III will not give any such notice of redemption earlier than 90 days prior to the earliest date on which LyondellBasell would be obligated to make such payment or withholding if a payment were then due, and at the time such notice is given, the obligation to pay additional amounts must remain in effect. Prior to the publication or, where relevant, mailing of any notice of redemption pursuant to the foregoing, LYB International Finance III will deliver to the trustee an opinion of counsel to the effect that there has been such change or amendment that would entitle LYB International Finance III to redeem the notes of a series under the indenture. In addition, before LYB International Finance III publishes or mails notice of redemption of the notes of a series

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as described above, it will deliver to the trustee an officer's certificate to the effect that LyondellBasell cannot avoid the obligation to pay additional amounts by taking reasonable measures available to it.

        The trustee will accept such officer's certificate and opinion of counsel as sufficient evidence of the existence and satisfaction of the conditions precedent as described above, in which event it will be conclusive and binding on the holders of the notes of the relevant series.

        "Tax Jurisdiction" means any jurisdiction in which LyondellBasell (or a successor as guarantor) is incorporated or resident for tax purposes or any department or political subdivision thereof or therein or any jurisdiction from or through which payment is made or deemed to be made by LyondellBasell.

Additional Amounts

        All payments made under or with respect to the guarantee of the notes of each series will be made free and clear of and without withholding or deduction for, or on account of, any present or future taxes imposed or levied by or on behalf of any applicable Tax Jurisdiction unless the withholding or deduction of such taxes is then required by law. If any deduction or withholding for, or on account of, any taxes imposed or levied by or on behalf of any applicable Tax Jurisdiction, will at any time be required to be made from any payments made under or with respect to the guarantees, including, without limitation, payments of principal, redemption price, purchase price, interest or premium, LyondellBasell will pay such additional amounts as may be necessary in order that the aggregate net amounts received in respect of such payments by the beneficial owners of the notes of such series in respect of the guarantees (including additional amounts) after such withholding, deduction or imposition will equal the respective amounts that would have been received in respect of such payments in the absence of such withholding or deduction; provided that no additional amounts will be payable with respect to:

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        If LyondellBasell becomes aware that it will be obligated to pay additional amounts pursuant to this covenant with respect to any payment with respect to the guarantee of the notes of a series, LyondellBasell will deliver to the trustee on a date that is at least 30 days prior to the date of that payment (unless the obligation to pay such additional amounts arises after the 30th day prior to that payment date, in which case LyondellBasell shall notify the trustee promptly thereafter) an officer's certificate of LyondellBasell stating the fact that such additional amounts will be payable pursuant to this covenant and the amount estimated to be so payable. Such officer's certificate must also set forth any other information reasonably necessary to enable the paying agents to pay such additional amounts to holders of the notes of such series on the relevant payment date. The trustee shall be entitled to rely solely on such officer's certificate as conclusive proof that such payments are necessary. LyondellBasell will provide the trustee with documentation reasonably satisfactory to the trustee evidencing the payment of additional amounts.

        LyondellBasell will make all withholdings and deductions required by law and will remit the full amount deducted or withheld to the relevant tax authority in accordance with applicable law with respect to payments in respect of the guarantees. Upon request, LyondellBasell will provide to the trustee an official receipt or, if official receipts are not obtainable, other documentation reasonably satisfactory to the trustee evidencing the payment of any taxes so deducted or withheld. Upon request, copies of those receipts or other documentation, as the case may be, will be made available by the trustee to the holders of the notes.

        The obligations in this covenant will survive any transfer by a holder or beneficial owner of its notes and will apply mutatis mutandis to any jurisdiction in which any successor person to LyondellBasell is incorporated or resident for tax purposes or any jurisdiction from or through which such person makes any payment in respect of the guarantees of such notes and any department or political subdivision thereof or therein.

Future Issuances of Notes

        LYB International Finance III may from time to time, without notice or the consent of the registered holders of a series of notes, create and issue additional notes of such series ranking identical to the notes of such series described in this prospectus supplement (or in all respects except for the issue date, the public offering price, the initial interest payment date, if applicable, and the payment of interest accruing prior to the issue date of such additional notes), so that such additional notes shall be consolidated and form a single series with the related series of notes offered hereby and shall have the same terms as to status, redemption or otherwise as the notes offered hereby; provided, however, that if such additional notes are not fungible with the notes of such series offered hereby for U.S. federal income tax purposes, such additional notes will not have the same "CUSIP" number as the same series of notes offered hereby. There will be no restrictions in the indenture or any series of notes on the amount of additional notes that LYB International Finance III might issue in the future. We may at any time purchase notes in the open market or otherwise at any price.

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Book-Entry Systems

        LYB International Finance III will issue the notes in the form of one or more fully registered global notes, without coupons, each of which we refer to as a "global note." Each such global note will be registered in the name of a nominee of The Depository Trust Company, or DTC. Unless and until definitive notes are issued, all references to actions by holders of notes issued in global form refer to actions taken by DTC upon instructions from its participants, and all references to payments and notices to the holders refer to payments and notices to the nominee of DTC as the registered holder of such notes.

        Where appropriate, links will be established among DTC, Euroclear Bank SA/NV, or the Euroclear Operator, as an operator of the Euroclear System, or Euroclear, and Clearstream Banking, S.A., or Clearstream, to facilitate the initial issuance of any notes sold outside of the United States and cross-market transfers of the notes associated with secondary market trading.

        Although DTC, Euroclear and Clearstream have agreed to the procedures described below in order to facilitate transfers of global notes among participants in DTC, Euroclear and Clearstream, they are under no obligation to perform or continue to perform these procedures, and these procedures may be modified or discontinued at any time. None of LYB International Finance III or the trustee or any registrar and transfer agent with respect to the notes will have any responsibility for the performance by DTC, Euroclear, Clearstream or any of their respective direct or indirect participants of their respective obligations under the rules and procedures governing DTC's, Euroclear's or Clearstream's operations.

        While the following information concerning DTC, Euroclear and Clearstream and their respective book-entry systems has been obtained from sources that we believe to be reliable, we do not take any responsibility for the accuracy of that information.

DTC

        DTC has advised us and the underwriters as follows:

        DTC is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended.

        Direct DTC participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. Indirect access to the DTC system is also available to others, referred to as "indirect DTC participants," for example, securities brokers and dealers, banks, trust companies and clearing corporations, that clear through or maintain a custodial relationship with a direct DTC participant, either directly or indirectly.

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        Purchases of notes under the DTC system must be made by or through direct DTC participants, which will receive a credit for the notes in DTC's records. The ownership interest of each actual purchaser of notes is in turn to be recorded on the direct and indirect DTC participants' records. Beneficial owners of the notes will not receive written confirmation from DTC of their purchase, but beneficial owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the direct or indirect DTC participant through which the beneficial owner entered into the transaction. Transfers of ownership interests in the notes are to be accomplished by entries made on the books of direct and indirect DTC participants acting on behalf of beneficial owners. Beneficial owners will not receive certificates representing their ownership interests in the notes, except in the event that use of the book-entry system for the notes is discontinued.

        To facilitate subsequent transfers, all notes deposited by direct DTC participants are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of notes with DTC and their registration in the name of Cede & Co. or such other nominee do not affect any change in beneficial ownership. DTC has no knowledge of the actual beneficial owners of the notes; DTC's records reflect only the identity of the direct DTC participants to whose accounts such notes are credited, which may or may not be the beneficial owners. The direct and indirect DTC participants will remain responsible for keeping account of their holdings on behalf of their customers.

        Conveyance of notices and other communications by DTC to direct DTC participants, by direct DTC participants to indirect DTC participants, and by direct DTC participants and indirect DTC participants to beneficial owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

        The laws of some jurisdictions may require that certain persons take physical delivery in definitive form of securities which they own. Consequently, those persons may be prohibited from purchasing beneficial interests in the global notes from any beneficial owner or otherwise.

        So long as DTC's nominee is the registered owner of the global notes, such nominee for all purposes will be considered the sole owner or holder of the notes for all purposes under the indenture. Except as provided below, beneficial owners will not be entitled to have any of the notes registered in their names, will not receive or be entitled to receive physical delivery of the notes in definitive form and will not be considered the owners or holders thereof under the indenture.

        Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the notes. Under its usual procedures, DTC mails an omnibus proxy to the issuer as soon as possible after the record date. The omnibus proxy assigns Cede & Co.'s consenting or voting rights to those direct DTC participants to whose accounts the notes are credited on the record date (identified in a listing attached to the omnibus proxy).

        All payments on the global notes will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit direct DTC participants' accounts upon DTC's receipt of funds and corresponding detail information from trustees or issuers on payment dates in accordance with their respective holdings shown on DTC's records. Payments by participants to beneficial owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers registered in "street name," and will be the responsibility of such participant and not of DTC, the trustee or LYB International Finance III, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal and interest to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) shall be the responsibility of the trustee or LYB International Finance III, disbursement of such payments to direct DTC participants shall be the responsibility of DTC, and

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disbursement of such payments to the beneficial owners shall be the responsibility of direct and indirect DTC participants.

        DTC may discontinue providing its service as securities depositary with respect to the notes at any time by giving reasonable notice to us or the trustee. In addition, LYB International Finance III may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depositary). Under those circumstances, in the event that a successor securities depositary is not obtained, note certificates in fully registered form are required to be printed and delivered to beneficial owners of the global notes representing such notes.

        None of LYB International Finance III, the trustee and the underwriters will have any responsibility or obligation to direct DTC participants, or the persons for whom they act as nominees, with respect to the accuracy of the records of DTC, its nominee or any direct DTC participant with respect to any ownership interest in the notes, or payments to, or the providing of notice to direct DTC participants or beneficial owners.

        So long as the notes are in DTC's book-entry system, secondary market trading activity in the notes will settle in immediately available funds. LYB International Finance III will make all applicable payments on the notes issued as global notes in immediately available funds.

Euroclear

        Euroclear was created in 1968 to hold securities for participants of Euroclear and to clear and settle transactions between Euroclear participants through simultaneous electronic book-entry delivery against payment, thus eliminating the need for physical movement of certificates and risk from lack of simultaneous transfers of securities and cash. Euroclear provides various other services, including securities lending and borrowing and interfaces with domestic markets in several countries generally similar to the arrangements for cross- market transfers with DTC.

        Euroclear is operated by the Euroclear Operator under a contract with Euroclear Clearance Systems, S.C., a Belgian cooperative, or the "cooperative." The Euroclear Operator conducts all operations, and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with the Euroclear Operator, not the cooperative. The cooperative establishes policy for Euroclear on behalf of Euroclear participants. Euroclear participants include banks (including central banks), securities brokers and dealers and other professional financial intermediaries and may include the underwriters of the securities offered by this prospectus supplement or one or more of their affiliates. Indirect access to Euroclear is also available to other firms that clear through or maintain a custodial relationship with a Euroclear participant, either directly or indirectly. Euroclear is an indirect DTC participant.

        The Euroclear Operator is a Belgian bank, which is regulated and examined by the Belgian Banking Commission and the National Bank of Belgium.

        The Terms and Conditions Governing Use of Euroclear, the related Operating Procedures of Euroclear and applicable Belgian law govern securities clearance accounts and cash accounts with the Euroclear Operator. Specifically, these terms and conditions govern transfers of securities and cash within Euroclear, withdrawal of securities and cash from Euroclear and receipts of payments with respect to securities in Euroclear.

        All securities in Euroclear are held on a fungible basis without attribution of specific certificates to specific securities clearance accounts. The Euroclear Operator acts under the terms and conditions only on behalf of Euroclear participants and has no record of or relationship with persons holding securities through Euroclear participants.

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        Distributions with respect to the notes held beneficially through Euroclear will be credited to the cash accounts of Euroclear participants in accordance with Euroclear's terms and conditions, to the extent received by the Euroclear Operator and by Euroclear.

        Euroclear will record the ownership interests of its participants in much the same way as does DTC. If DTC is the depositary for the notes, it will record the total ownership of the notes of the U.S. agent of Euroclear as a participant in DTC. When the notes are to be transferred from the account of a direct DTC participant to the account of a Euroclear participant, the purchaser must send instructions to Euroclear through a Euroclear participant at least one day prior to settlement. Euroclear will instruct its U.S. agent to receive the notes against payment. After settlement, Euroclear will credit its participant's account with the interest in the notes purchased. Credit for the notes will appear on the next day (European time).

        In instances in which the notes are held by DTC or its nominee, settlement will take place during New York business hours. Direct DTC participants will be able to employ their usual procedures for sending the notes to the relevant U.S. agent acting for the benefit of Euroclear participants. The sale proceeds will be available to the DTC seller on the settlement date. As a result, to the direct DTC participant, a cross-market transaction will settle no differently than a trade between two direct DTC participants.

        When a Euroclear participant wishes to transfer the notes to a direct DTC participant, the seller will be required to send instructions to Euroclear through a Euroclear participant at least one business day prior to settlement. In these cases, Euroclear will instruct its U.S. agent to transfer these notes against payment for them. The payment will then be reflected in the account of the Euroclear participant the following day, with the proceeds back-valued to the value date, which would be the preceding day, when settlement occurs in New York. If settlement is not completed on the intended value date, that is, the trade fails, proceeds credited to the Euroclear participant's account will instead be valued as of the actual settlement date.

        You should be aware that you will only be able to make and receive deliveries, payments and other communications involving the notes through Euroclear on the days when Euroclear is open for business. Euroclear may not be open for business on days when banks, brokers and other institutions are open for business in the United States. In addition, because of time zone differences, problems may occur when completing transactions involving Euroclear on the same business day as in the United States.

Clearstream

        Clearstream was incorporated as a limited liability company under Luxembourg law. Clearstream is owned by the Deutsche Borse Group. The shareholders of this entity are banks, securities dealers and financial institutions. Clearstream holds securities for its customers and facilitates the clearance and settlement of securities transactions between Clearstream customers through electronic book-entry changes in accounts of Clearstream customers, thus eliminating the need for physical movement of certificates. Clearstream provides to its customers, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities, securities lending and borrowing and collateral management. Clearstream interfaces with domestic markets in a number of countries. Clearstream has established an electronic bridge with the Euroclear Operator to facilitate settlement of trades between Clearstream and Euroclear.

        As a registered bank in Luxembourg, Clearstream is subject to regulation by the Luxembourg Commission for the Supervision of the Financial Sector. Clearstream participants are recognized financial institutions around the world, including underwriters, securities brokers and dealers, banks, trust companies and clearing corporations. In the United States, Clearstream participants are limited to securities brokers and dealers and banks, and may include the underwriters of the securities offered by

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means of this prospectus supplement or one or more of their affiliates. Other institutions that maintain a custodial relationship with a Clearstream participant may obtain indirect access to Clearstream. Clearstream is an indirect DTC participant.

        Distributions with respect to the notes held beneficially through Clearstream will be credited to cash accounts of Clearstream participants in accordance with its rules and procedures, to the extent received by Clearstream.

        Clearstream will record the ownership interests of its participants in much the same way as does DTC. If DTC is the depositary for the notes, it will record the total ownership of the notes of the U.S. agent of Clearstream as a participant in DTC. When the notes are to be transferred from the account of a direct DTC participant to the account of a Clearstream participant, the purchaser must send instructions to Clearstream through a Clearstream participant at least one day prior to settlement. Clearstream will instruct its U.S. agent to receive the notes against payment. After settlement, Clearstream will credit its participant's account with the interest in the notes. Credit for the notes will appear on the next day (European time).

        In instances in which the notes are held by DTC or its nominee, settlement will take place during New York business hours. Direct DTC participants will be able to employ their usual procedures for sending the notes to the relevant U.S. agent acting for the benefit of Clearstream participants. The sale proceeds will be available to the DTC seller on the settlement date. As a result, to the direct DTC participant, a cross-market transaction will settle no differently than a trade between two direct DTC participants.

        When a Clearstream participant wishes to transfer the notes to a direct DTC participant, the seller will be required to send instructions to Clearstream through a Clearstream participant at least one business day prior to settlement. In these cases, Clearstream will instruct its U.S. agent to transfer these notes against payment for them. The payment will then be reflected in the account of the Clearstream participant the following day, with the proceeds back-valued to the value date, which would be the preceding day, when settlement occurs in New York. If settlement is not completed on the intended value date, that is, the trade fails, proceeds credited to the Clearstream participant's account will instead be valued as of the actual settlement date.

        You should be aware that you will only be able to make and receive deliveries, payments and other communications involving the notes through Clearstream on the days when Clearstream is open for business. Clearstream may not be open for business on days when banks, brokers and other institutions are open for business in the United States. In addition, because of time zone differences, problems may occur when completing transactions involving Clearstream on the same business day as in the United States.

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TAX CONSEQUENCES

Certain U.S. Federal Income Tax Considerations

        The following discussion is a summary of certain U.S. federal income tax considerations relevant to the purchase, ownership and disposition of the notes issued pursuant to this offering, but does not purport to be a complete analysis of all potential tax effects. The effects of other U.S. federal tax laws, such as estate and gift tax laws, and any applicable state, local or foreign tax laws are not discussed. This discussion is based on the U.S. Internal Revenue Code of 1986, as amended (the "Code"), Treasury Regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the U.S. Internal Revenue Service (the "IRS"), in each case in effect as of the date hereof. These authorities may change or be subject to differing interpretations. Any such change or differing interpretation may be applied retroactively in a manner that could adversely affect a holder of the notes. We have not sought and will not seek any rulings from the IRS regarding the matters discussed below. There can be no assurance the IRS or a court will not take a contrary position to that discussed below regarding the tax consequences of the purchase, ownership and disposition of the notes.

        This discussion is limited to holders who hold the notes as "capital assets" within the meaning of Section 1221 of the Code (generally, property held for investment). In addition, this discussion is limited to persons purchasing the notes for cash at original issue and at their original "issue price" within the meaning of Section 1273 of the Code (i.e., the first price at which a substantial amount of the notes is sold to the public for cash). This discussion does not address all U.S. federal income tax consequences relevant to a holder's particular circumstances, including the impact of the Medicare contribution tax on net investment income. In addition, it does not address consequences relevant to holders subject to special rules, including, without limitation:

        If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds the notes, the tax treatment of a partner in the partnership will depend on the status of the partner, the activities of the partnership and certain determinations made at the partner level. Accordingly, partnerships holding the notes and the partners in such partnerships should consult their tax advisors regarding the U.S. federal income tax consequences to them.

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        THIS DISCUSSION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT TAX ADVICE. INVESTORS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF THE NOTES ARISING UNDER OTHER U.S. FEDERAL TAX LAWS (INCLUDING ESTATE AND GIFT TAX LAWS), UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION OR UNDER ANY APPLICABLE TAX TREATY.

Certain Additional Payments

        In certain circumstances (see "Description of the Notes—Optional Redemption", "Description of the Notes—Additional Amounts" and "Description of the Notes—Change of Control Offer"), we may be obligated to pay amounts on the notes that are in excess of stated interest or principal on the notes. These potential payments may implicate the provisions of the U.S. Treasury regulations relating to "contingent payment debt instruments." We do not intend to treat the possibility of paying such additional amounts as causing the notes to be treated as contingent payment debt instruments. It is possible that the IRS may take a different position, in which case, if such position is sustained, a holder might be required to accrue ordinary interest income at a higher rate than the stated interest rate and to treat as ordinary income rather than capital gain any gain realized on the taxable disposition of the notes. The remainder of this discussion assumes that the notes will not be treated as contingent payment debt instruments. You are encouraged to consult your own tax advisor regarding the possible application of the contingent payment debt instrument rules to the notes.

Tax Considerations Applicable to U.S. Holders

Definition of a U.S. Holder

        For purposes of this discussion, a "U.S. Holder" is a beneficial owner of a note that, for U.S. federal income tax purposes, is or is treated as:

Payments of Interest

        Interest on a note generally will be taxable to a U.S. Holder as ordinary income at the time such interest is received or accrued, in accordance with such U.S. Holder's method of tax accounting for U.S. federal income tax purposes. LYB International Finance III considers, and the remainder of this discussion assumes that, payments of interest on the notes will have a U.S. source. If payments of interest were instead treated as having a U.K source, they might be paid under deduction of U.K. income tax as discussed below under "—Material U.K. Tax Considerations."

Sale or Other Taxable Disposition

        A U.S. Holder will recognize gain or loss on the sale, exchange, redemption, retirement or other taxable disposition of a note. The amount of such gain or loss will generally equal the difference

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between the amount received for the note in cash or other property valued at fair market value (less amounts attributable to any accrued but unpaid interest, which will be taxable as interest to the extent not previously included in income) and the U.S. Holder's adjusted tax basis in the note. A U.S. Holder's adjusted tax basis in a note generally will be equal to the amount the U.S. Holder paid for the note. Any gain or loss will be capital gain or loss, and will be long-term capital gain or loss if the U.S. Holder has held the note for more than one year at the time of sale or other taxable disposition. Otherwise, such gain or loss will be short-term capital gain or loss. Long-term capital gains recognized by certain non-corporate U.S. Holders, including individuals, generally will be taxable at a reduced rate. The deductibility of capital losses is subject to limitations.

Information Reporting and Backup Withholding

        A U.S. Holder may be subject to information reporting and backup withholding when such holder receives payments on a note or receives proceeds from the sale or other taxable disposition of a note (including a redemption or retirement of a note). Certain U.S. Holders (including corporations) are exempt from backup withholding. A U.S. Holder will be subject to backup withholding if such holder is not otherwise exempt and:

        Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a U.S. Holder's U.S. federal income tax liability, provided the required information is timely furnished to the IRS. U.S. Holders should consult their tax advisors regarding their qualification for an exemption from backup withholding and the procedures for obtaining such an exemption.

Tax Considerations Applicable to Non-U.S. Holders

Definition of a Non-U.S. Holder

        For purposes of this discussion, a "Non-U.S. Holder" is a beneficial owner of a note that is neither a U.S. Holder nor an entity or arrangement treated as a partnership for U.S. federal income tax purposes.

Payments of Interest

        Interest paid on a note to a Non-U.S. Holder that is not effectively connected with the Non-U.S. Holder's conduct of a trade or business within the United States generally will not be subject to U.S. federal income tax, or withholding tax of 30% (or such lower rate specified by an applicable income tax treaty), provided that:

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        If a Non-U.S. Holder does not satisfy the requirements above, such Non-U.S. Holder may be entitled to a reduction in or an exemption from withholding on such interest as a result of an applicable tax treaty. To claim such entitlement, the Non-U.S. Holder must provide the applicable withholding agent with a properly executed IRS Form W-8BEN or W-8BEN-E (or other applicable documentation) claiming a reduction in or exemption from withholding tax under the benefit of an income tax treaty between the United States and the country in which the Non-U.S. Holder resides or is established.

        If interest paid to a Non-U.S. Holder is effectively connected with the Non-U.S. Holder's conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the Non-U.S. Holder maintains a permanent establishment in the United States to which such interest is attributable), the Non-U.S. Holder will be exempt from the U.S. federal withholding tax described above. To claim the exemption, the Non-U.S. Holder must furnish to the applicable withholding agent a valid IRS Form W-8ECI, certifying that interest paid on a note is not subject to withholding tax because it is effectively connected with the conduct by the Non-U.S. Holder of a trade or business within the United States.

        Any such effectively connected interest generally will be subject to U.S. federal income tax at the regular graduated rates. A Non- U.S. Holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected interest, as adjusted for certain items.

        The certifications described above must be provided to the applicable withholding agent prior to the payment of interest and must be updated periodically. Non-U.S. Holders that do not timely provide the applicable withholding agent with the required certification, but that qualify for a reduced rate under an applicable income tax treaty, may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS. Non-U.S. Holders should consult their tax advisors regarding their entitlement to benefits under any applicable income tax treaty.

Sale or Other Taxable Disposition

        A Non-U.S. Holder will not be subject to U.S. federal income tax on any gain realized upon the sale, exchange, redemption, retirement or other taxable disposition of a note (such amount excludes any amount allocable to accrued and unpaid interest, which generally will be treated as interest and may be subject to the rules discussed above in "—Payments of Interest") unless:

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        Gain described in the first bullet point above generally will be subject to U.S. federal income tax on a net income basis at the regular graduated rates. A Non-U.S. Holder that is a foreign corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected gain, as adjusted for certain items.

        Gain realized by a Non-U.S. Holder described in the second bullet point above will be subject to U.S. federal income tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty), which may be offset by U.S. source capital losses of the Non-U.S. Holder (even though the individual is not considered a resident of the United States), provided the Non-U.S. Holder has timely filed U.S. federal income tax returns with respect to such losses.

        Non-U.S. Holders should consult their tax advisors regarding any applicable income tax treaties that may provide for different rules.

Information Reporting and Backup Withholding

        Payments of interest generally will not be subject to backup withholding, provided the applicable withholding agent does not have actual knowledge or reason to know the holder is a United States person and the holder certifies its non-U.S. status as described above under "—Payments of Interest." However, information returns are required to be filed with the IRS in connection with any interest paid to the Non-U.S. Holder, regardless of whether any tax was actually withheld. In addition, proceeds of the sale or other taxable disposition of a note (including a retirement or redemption of the note) within the United States or conducted through certain U.S.-related brokers generally will not be subject to backup withholding or information reporting, if the applicable withholding agent receives the statement described above and does not have actual knowledge or reason to know that such holder is a United States person or the holder otherwise establishes an exemption. Proceeds of a disposition of a note paid outside the United States and conducted through a non-U.S. office of a non-U.S. broker generally will not be subject to backup withholding or information reporting.

        Copies of information returns that are filed with the IRS may also be made available under the provisions of an applicable treaty or agreement to the tax authorities of the country in which the Non-U.S. Holder resides or is established.

        Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a Non-U.S. Holder's U.S. federal income tax liability, provided the required information is timely furnished to the IRS.

Additional Withholding Tax on Payments Made to Foreign Accounts

        Withholding taxes may be imposed under Sections 1471 to 1474 of the Code (such Sections commonly referred to as the Foreign Account Tax Compliance Act, or "FATCA") on certain types of payments made to non-U.S. financial institutions and certain other non- U.S. entities. Specifically, a 30% withholding tax may be imposed on payments of interest on, or (subject to the proposed Treasury Regulations discussed below) gross proceeds from the sale or other disposition of, a note paid to a "foreign financial institution" or a "non-financial foreign entity" (each as defined in the Code), unless (1) the foreign financial institution undertakes certain diligence and reporting obligations, (2) the non-financial foreign entity either certifies it does not have any "substantial United States owners" (as defined in the Code) or furnishes identifying information regarding each substantial United States owner, or (3) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules. If the payee is a foreign financial institution and is subject to the diligence and reporting requirements in (1) above, it must enter into an agreement with the U.S. Department of the Treasury requiring, among other things, that it undertake to identify accounts held by certain "specified United States persons" or "United States owned foreign entities" (each as defined in the Code), annually report certain information about such accounts, and withhold 30% on certain payments

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to non-compliant foreign financial institutions and certain other account holders. Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules.

        Under the applicable Treasury Regulations and administrative guidance, withholding under FATCA generally applies to payments of interest on a note. While withholding under FATCA would have applied also to payments of gross proceeds from the sale or other disposition of a note on or after January 1,2019, recently proposed Treasury Regulations eliminate FATCA withholding on payments of gross proceeds entirely. Taxpayers generally may rely on these proposed Treasury Regulations until final Treasury Regulations are issued.

        Prospective investors should consult their tax advisors regarding the potential application of withholding under FATCA to their investment in the notes.

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Material Dutch Tax Considerations

        The following summary of the material Dutch tax consequences of the acquisition, holding and disposition of a note, is based on the Dutch tax law as applied and interpreted by Dutch tax courts and as published and in effect on the date of this prospectus supplement, including the tax rates applicable on that date, without prejudice to any amendments introduced at a later date and implemented with or without retroactive effect.

        The following summary is intended as general information only. It does not purport to be a comprehensive description of all the tax considerations that may be relevant to a decision to acquire, hold or dispose of a note, and does not purport to deal with the tax consequences applicable to all categories of investors, some of which may be subject to special rules. Investors should consult their professional advisors on the tax consequences of their acquiring, holding and disposing of a note.

        For Dutch tax purposes, a holder of a note may include an individual or entity that does not hold the legal title of the notes, but to whom or to which, the notes are, or income from the notes is, nevertheless attributed based either on this individual or entity owning a beneficial interest in the notes or on specific statutory provisions. These include statutory provisions attributing notes to an individual who is, or who has directly or indirectly inherited from a person who was, the settlor, grantor or similar originator of a trust, foundation or similar entity that holds the notes.

        This summary does not describe any Dutch tax considerations or consequences that may be relevant where a holder of a note:

        For the purpose of the Dutch tax consequences described in this summary, it is assumed that the Issuer is neither a resident of The Netherlands nor deemed to be a resident of The Netherlands for Dutch tax purposes. Where the summary refers to "The Netherlands" or "Dutch" it refers only to the European part of the Kingdom of The Netherlands.

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Withholding tax

        All payments made by LYB International Finance III or LyondellBasell of interest and principal under the notes can be made free of withholding or deduction of any taxes of whatsoever nature imposed, levied, withheld or assessed by The Netherlands or any political subdivision or taxing authority thereof or therein.

Taxes on income and capital gains

Resident entities

        An entity or enterprise that is subject to the CITA and is, or is deemed to be, resident in The Netherlands for Dutch corporate income tax purposes is generally subject to corporate income tax at statutory rates up to 25% (2020) on any benefits derived or deemed to be derived from the notes, including any capital gains realized on their disposal.

Resident individuals

        An individual holding a note who is, or is deemed to be, resident in The Netherlands for income tax purposes (a "Dutch Individual") will be subject to income tax in respect of income or a capital gain derived from a note at statutory progressive rates up to 49.50% (2020) if:

        If neither condition (i) or (ii) applies, an individual holding a note will generally be subject to income tax on the basis of a deemed return on the note under the regime for savings and investments (inkomen uit sparen en beleggen). Irrespective of the actual income or capital gains realized, the annual taxable benefit of the assets and liabilities of a Dutch Individual that are taxed under this regime, including the notes, is set at a percentage of the positive balance of the fair market value of such assets, including the notes, over the fair market value of such liabilities. The percentage increases:

        The deemed return percentages will be reassessed every year. No taxation occurs if such positive balance does not exceed a certain threshold (heffingvrij vermogen) of €€30,846 (2020). The fair market value of assets, including the notes, and liabilities that are taxed under this regime is measured, in general, exclusively on 1 January of every calendar year. The tax rate under the regime for savings and investments is a flat rate of 30% (2020).

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Non residents

        A holder of a note which is not, and is not deemed to be, resident in The Netherlands for the relevant tax purposes will not be subject to taxation on income or a capital gain derived from a note unless:

        Under certain specific circumstances, Dutch taxation rights may be restricted for non-Dutch resident holders of a note pursuant to treaties for the avoidance of double taxation.

Gift and inheritance taxes

        Dutch gift or inheritance taxes will not be levied on the occasion of the transfer of a note by way of gift by, or on the death of, a holder of a note, unless:

Value added tax

        The issuance or transfer of a note, and payments of interest and principal under a note, will not be subject to Dutch value added tax.

Other taxes and duties

        The subscription, issue, placement, allotment, delivery or transfer of a note will not be subject to registration tax, stamp duty or any other similar tax or duty payable in The Netherlands.

Residence

        A holder of a note will not become resident, or deemed resident, in The Netherlands for tax purposes and, subject to the exceptions set out above, will not otherwise be subject to Dutch taxation, by reason only of acquiring, holding or disposing of a note or the execution, performance, delivery and/or enforcement of a note.

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Exchange of financial account information

        Pursuant to the Multilateral Competent Authority Agreement on automatic exchange of financial account information and Council Directive 2011/16/EU on administrative co-operation in the field of taxation (as amended by Council Directive 2014/107/EU and as amended further by Council Directive 2015/2376), and the implementation thereof in the Dutch tax legislation, The Netherlands will exchange financial account information with certain other states. Financial account information includes the gross amount of interest paid or credited to a qualifying custodial or depositary account. Such information can be exchanged automatically, spontaneously or upon the request of the other state.

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Material U.K. Tax Considerations

        The following comments are of a general nature, based on current U.K. tax law and published practice of Her Majesty's Revenue & Customs ("HMRC") as at the date of this prospectus supplement, all of which are subject to change, possibly with retrospective effect. The following is a general summary only of the U.K. withholding tax treatment of payments of interest on the notes and under the guarantees, together with some general statements about stamp duty and stamp duty reserve tax. The comments are not exhaustive, and do not deal with other U.K. tax aspects of acquiring, holding, disposing of or dealing in the notes. The comments below only apply to persons who are beneficial owners of the notes and do not necessarily apply where any payment on the notes is deemed for tax purposes to be the income of any other person. Any prospective purchasers of any notes who are in doubt as to their own tax position, or who may be subject to tax in a jurisdiction other than the U.K., should consult their own professional advisor.

        References to "interest" under this section mean interest as understood under UK tax laws.

Withholding or deduction of U.K. tax on payments of interest by LYB International Finance III or under the Guarantees

        LYB International Finance III does not consider payments of interest on the notes to have a U.K. source and accordingly LYB International Finance III intends to make payments of interest on the notes without withholding or deduction for or on account of U.K. income tax.

        If the interest on the notes does have a U.K. source ("U.K. interest") it will generally be paid by LYB International Finance III under deduction of U.K. income tax at the basic rate (currently 20%) unless (i) a relief applies, or (ii) LYB International Finance III has received a direction to the contrary from HMRC in respect of such relief as may be available pursuant to the provisions of any applicable double taxation treaty. If U.K. interest were paid under deduction of U.K. income tax, holders of notes who are not resident in the U.K. may be able to recover all or part of the tax deducted if there is an appropriate provision in an applicable double taxation treaty.

        No additional amounts will be payable to holders with respect to any such withholding or deduction on payments of interest on the notes by LYB International Finance III.

        LyondellBasell Industries is tax resident in the United Kingdom pursuant to a mutual agreement procedure determination ruling between the Dutch and United Kingdom competent authorities and therefore subject solely to the United Kingdom corporate income tax system. If LyondellBasell makes any payments in respect of interest on the notes as guarantor, it is possible that such payments may be subject to U.K. withholding tax at the basic rate (currently 20%). Any such withholding would be subject to any relief that may be available and claimed under any applicable double tax treaty, or to any other exemption which may apply.

        Subject to certain exceptions and limitations, LyondellBasell will pay such additional amounts in respect of its guarantee of the notes as may be necessary so that the aggregate net amount received by each beneficial owner of the notes will not be less than the amount the beneficial owner would have received in the absence of such withholding.

Stamp duty and stamp duty reserve tax

        If no register of the notes is maintained in the U.K., no U.K. stamp duty or stamp duty reserve tax will be payable on (i) the issue of the notes or their delivery into DTC, Euroclear or Clearstream or (ii) any transfer of the notes once they are issued into DTC, Euroclear or Clearstream, where such transfer is effected in electronic book entry form in accordance with the procedures of DTC, Euroclear or Clearstream (as applicable) such that there is no written instrument in respect of the transfer.

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Certain Details of the Proposed European Financial Transactions Tax

        The European Commission has published a proposal for a Directive for a common financial transactions tax ("FTT") in Belgium, Germany, Greece, Spain, France, Italy, Austria, Portugal, Slovenia and Slovakia (the "participating Member States").

        The proposed FTT has broad scope and could, if introduced in its current form, apply to certain dealings in the notes (including secondary market transactions) in certain circumstances.

        Under current proposals the FTT could apply in certain circumstances to persons both within and outside of the participating Member States. Generally, the FTT would apply to certain dealings in the notes where at least one party is a financial institution, and at least one party is established in a participating Member State. A financial institution may be, or be deemed to be, "established" in a participating Member State in a broad range of circumstances, including (a) by transacting with a person established in a participating Member State or (b) where the financial instrument which is subject to the dealings is issued in a participating Member State. The FTT proposal remains subject to negotiation between the participating Member States. Based on recent public statements, the participating member states are considering a proposal that would reduce the scope of the FTT and would only concern certain listed shares. Such proposal remains subject to change until final approval, and it may be altered prior to any implementation, the timing of which remains unclear. Additional EU Member States may decide to participate in implementing the FTT and participating Member States may decide to withdraw.

        Prospective holders of the notes are advised to seek their own professional advice in relation to the FTT.

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UNDERWRITING (CONFLICTS OF INTERESTS)

        We have entered into an underwriting agreement with BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC as representatives of the several underwriters named below. Under the terms and subject to the conditions contained in the underwriting agreement, we have agreed to sell to each underwriter named below, and each underwriter has severally agreed to purchase from us, the principal amount of notes set forth opposite that underwriter's name:

Underwriter
  Principal
Amount of
20    Notes
  Principal
Amount of
20    Notes
  Principal
Amount of
20    Notes
 

BofA Securities, Inc. 

  $              $              $             

Citigroup Global Markets Inc. 

  $              $              $             

J.P. Morgan Securities LLC. 

  $              $              $             

Morgan Stanley & Co. LLC

  $              $              $             

Total

  $              $              $             

        The underwriting agreement provides that the underwriters are obligated, severally and not jointly, to purchase all the notes in the offering if any are purchased. The underwriting agreement also provides that if an underwriter defaults, the purchase commitments of non- defaulting underwriters may be increased or the offering may be terminated.

        The representatives have advised us that the underwriters propose to offer the notes of each series to the public at the applicable public offering price set forth on the cover page of this prospectus supplement. After the initial offering, the public offering price, concession or any other term of the offering may be changed.

        The following table shows the underwriting discounts to be paid to the underwriters by us in connection with this offering.

 
  Per Note   Total  

        % Guaranteed Notes due 20    

             % $           

        % Guaranteed Notes due 20    

             % $           

        % Guaranteed Notes due 20    

             % $           

        We estimate that the total expenses payable by us for this offering, excluding the underwriting discounts, will be approximately $             million.

        We have agreed to indemnify the several underwriters, their directors, officers and employees, their selling agents and their controlling persons against certain liabilities under the Securities Act, the Exchange Act or other federal or state statutory law or regulation or contribute to payments that the underwriters, their directors, officers and employees, their selling agents and their controlling persons may be required to make in that respect.

        Each series of notes is a new issue of securities, and there is currently no established trading market for any series of notes. The underwriters have advised us that they intend to make a market in each series of notes but they are not obligated to do so and may discontinue any market making in the notes at any time at their sole discretion. We do not intend to apply for a listing of any series of notes on any securities exchange or interdealer quotation system. Accordingly, we cannot assure you that a liquid trading market will develop for the notes, that you will be able to sell your notes at a particular time or that the prices you receive when you sell will be favorable.

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        In connection with the offering of the notes, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the notes. Specifically, the underwriters may over allot in connection with the offering of the notes, creating a syndicate short position. In addition, the underwriters may bid for, and purchase, notes in the open market to cover syndicate short positions or to stabilize the price of the notes. Finally, the underwriters may impose a penalty bid. The underwriting syndicate may reclaim selling concessions allowed for distributing the notes in this offering, if the syndicate repurchases previously distributed notes in syndicate covering transactions, stabilization transactions or otherwise. Any of these activities may stabilize or maintain the market price of the notes above independent market levels. The underwriters are not required to engage in any of these activities and may end any of them at any time.

        The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. Certain of the underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for us and our affiliates, for which they received or will receive customary fees and expenses. For example, the underwriters and/or their respective affiliates are lenders under our revolving credit facility.

        In addition, in the ordinary course of their various business activities, the underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers, and such investment and securities activities may involve securities and/or instruments of ours or of our affiliates. The underwriters and their respective affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments. If any of the underwriters or their affiliates have a lending relationship with us, certain of those underwriters or their affiliates routinely hedge, certain other of those underwriters or their affiliates are likely to hedge, and certain other of those underwriters or their affiliates may hedge, their credit exposure to us consistent with their customary risk management policies. Typically, these underwriters and their affiliates would hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in our securities, including potentially the notes offered hereby. Any such credit default swaps or short positions could adversely affect future trading prices of the notes offered hereby.

        One or more of the underwriters may use affiliates or other appropriately licensed entities for sales of the notes in jurisdictions in which such underwriter or underwriters are not otherwise permitted.

Conflicts of Interest

        Certain of the underwriters or their affiliates are lenders or agents under our Revolver and our Three Year Credit Agreement and may receive a portion of the net proceeds of this offering if used to repay amounts outstanding under our Revolver and our Three Year Credit Agreement. At least 5% of the net proceeds of this offering may be directed to one or more of the underwriters (or their affiliates). The receipt of at least 5% of the net proceeds of this offering by any underwriter (or its affiliates) would be considered a "conflict of interest" under FINRA Rule 5121. As such, this offering is being conducted in accordance with the applicable requirements of Rule 5121 regarding the underwriting of securities of a company with a member that has a conflict of interest within the meaning of those rules.

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        Rule 5121 requires prominent disclosure of the nature of the conflict of interest in the prospectus supplement for the public offering. Pursuant to Rule 5121(a)(1)(C), the appointment of a qualified independent underwriter is not necessary in connection with this offering as the securities offered are investment grade rated.

Settlement Date

        We expect delivery of the notes will be made against payment therefor on or about the delivery date specified on the cover page of this prospectus supplement, which is the third business day following the date of this prospectus supplement (such settlement being referred to as "T+3"). Under Rule 15c6-l of the Exchange Act, trades in the secondary market generally are required to settle in two business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes more than two business days prior to the scheduled settlement date will be required, by virtue of the fact that the notes initially will settle in T+3, to specify an alternate settlement cycle at the time of any such trade to prevent failed settlement and should consult their own advisors.

Selling Restrictions

        The notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(l)of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the notes must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

        Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus supplement or accompanying prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for particulars of these rights or consult with a legal advisor.

        Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

        The notes offered hereby are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (the "EEA") or in the United Kingdom (the "UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); (ii) a customer within the meaning of Directive (EU) 2016/97 (the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation"). Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the notes offered hereby or otherwise making them available to retail investors in the EEA or in the UK has been prepared and therefore offering or

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selling the notes offered hereby or otherwise making them available to any retail investor in the EEA or in the UK may be unlawful under the PRIIPs Regulation. This prospectus supplement has been prepared on the basis that any offer of notes in any Member State of the EEA or in the UK will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of notes. This prospectus supplement is not a prospectus for the purposes of the Prospectus Regulation.

        Each of the underwriters has:

        In connection with this offering, the underwriters are not acting for anyone other than us and will not be responsible to anyone other than us for providing the protections afforded to their clients nor for providing advice in relation to this offering.

        This document is for distribution only to persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the FSMA 2000 (Financial Promotion) Order 2005 (as amended, the "Financial Promotion Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of FSMA) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). This document is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this document relates is available only to relevant persons and will be engaged in only with relevant persons.

        The notes may not be offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong), or (ii) to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a "prospectus" within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong), and no advertisement, invitation or document relating to the notes may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to notes which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

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        The securities have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (the Financial Instruments and Exchange Law) and each underwriter has agreed that it will not offer or sell any securities, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.

        This prospectus supplement and the accompanying prospectus have not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus supplement and the accompanying prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the notes may not be circulated or distributed, nor may the notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), (ii) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

        Where the notes are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries' rights and interest in that trust shall not be transferable for 6 months after that corporation or that trust has acquired the notes under Section 275 except: (l) to an institutional investor under Section 274 of the SFA or to a relevant person defined in Section 275(2) of the SDA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SDA; (2) where no consideration is given for the transfer; (3) by operation of law; (4) as specified in Section 276(7) of the SFA; or (5) as specified in Regulation 32 of the Securities and Futures (Offers of Investments)(Shares and Debentures) Regulations 2005 of Singapore.

        Singapore Securities and Futures Act Product Classification—Solely for the purposes of its obligations pursuant to sections 309B(l) (a) and 309B(l)(c) of the SFA, the issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A of the SFA) that the notes are "prescribed capital markets products" (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

        The notes may not be publicly offered, sold or advertised, directly or indirectly, in or from Switzerland, and will not be listed on the SIX Swiss Exchange Ltd or any other exchange or regulated trading venue in Switzerland. Neither this prospectus supplement and the accompanying prospectus nor any other offering or marketing material relating to the notes constitutes a prospectus as such term is understood pursuant to article 652a or article 1156 of the Swiss Federal Code of Obligations or a

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listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange Ltd or any other exchange or regulated trading venue in Switzerland, and neither this prospectus supplement and the accompanying prospectus nor any other offering or marketing material relating to the notes may be publicly distributed or otherwise made publicly available in Switzerland.

        The notes have not been and will not be registered or filed with, or approved by, the Financial Supervisory Commission of Taiwan, the Republic of China ("Taiwan") pursuant to relevant securities laws and regulations and may not be offered or sold in Taiwan through a public offering or in any manner which would constitute an offer within the meaning of the Securities and Exchange Act of Taiwan or would otherwise require registration or filing with or the approval of the Financial Supervisory Commission of Taiwan. No person or entity in Taiwan has been authorized or will be authorized to offer, sell, give advice regarding or otherwise intermediate the offering or sale of the notes in Taiwan.

        This prospectus supplement and the accompanying prospectus have not been reviewed, approved or licensed by the Central Bank of the United Arab Emirates (the "UAE"), the Emirates Securities and Commodities Authority (the "SCA") or any other relevant licensing authority in the UAE including any licensing authority incorporated under the laws and regulations of any of the free zones established and operating in the UAE including, without limitation, the Dubai Financial Services Authority, a regulatory authority of the Dubai International Financial Centre.

        This prospectus supplement and the accompanying prospectus are not intended to, and do not, constitute an offer, sale or delivery of shares or other securities under the laws of the UAE. Each underwriter has represented and agreed that the notes have not been and will not be registered with the SCA or the UAE Central Bank, the Dubai Financial Market, the Abu Dhabi Securities Market or any other UAE regulatory authority or exchange.

        The issue and/or sale of the notes has not been approved or licensed by the SCA, the UAE Central Bank or any other relevant licensing authority in the UAE, and does not constitute a public offer of securities in the UAE in accordance with the Commercial Companies Law, Federal Law No. 1 of 2015 (as amended) or otherwise, does not constitute an offer in the UAE in accordance with the Board Decision No. 37 of 2012 Concerning the Regulation of Investment Funds (whether by a Foreign Fund, as defined therein, or otherwise), and further does not constitute the brokerage of securities in the UAE in accordance with the Board Decision No. 27 of 2014 Concerning Brokerage in Securities.

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LEGAL MATTERS

        The validity of the issuance of the notes offered hereby will be passed upon for us by Latham & Watkins LLP, Houston, Texas and London, The United Kingdom, with respect to U.S. and U.K. legal matters, and by De Brauw Blackstone Westbroek N.V., Amsterdam, The Netherlands, with respect to Dutch legal matters. Certain legal matters relating to the notes offered hereby will be passed upon for the underwriters by Davis Polk & Wardwell LLP, New York, New York, with respect to U.S. legal matters. Neither Latham & Watkins LLP nor Davis Polk & Wardwell LLP is passing on any matters of Dutch law and each is relying on the opinion of De Brauw Blackstone Westbroek as to all matters of Dutch law, and De Brauw Blackstone Westbroek is not passing on any matters other than those governed by Dutch law.

EXPERTS

        The financial statements and management's assessment of the effectiveness of internal control over financial reporting (which is included in Management's Report on Internal Control over Financial Reporting) incorporated in this prospectus supplement by reference to the Annual Report on Form 10-K for the year ended December 31, 2019 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

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PROSPECTUS

LOGO

LyondellBasell Industries N.V.

ORDINARY SHARES
DEBT SECURITIES
WARRANTS
GUARANTEES
UNITS

LYB International Finance B.V.
LYB International Finance II B.V.
LYB International Finance III, LLC

DEBT SECURITIES
GUARANTEES
UNITS

        We or selling securityholders may from time to time offer to sell the securities listed above in one or more classes or series in amounts, at prices and on terms that will be determined at the time of the offering.

        Each time we or a selling securityholder sell securities pursuant to this prospectus, we will provide a supplement to this prospectus that contains specific information about the offering and the specific terms of the securities offered. You should read this prospectus and the applicable prospectus supplement carefully before you invest in our securities.

        LyondellBasell Industries N.V.'s ordinary shares are listed on the New York Stock Exchange under the symbol "LYB."

        You should consider carefully the risk factors included in our periodic reports filed with the Securities and Exchange Commission and the applicable prospectus supplement before you invest in our securities.



        Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.



   

The date of this prospectus is February 22, 2019.


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TABLE OF CONTENTS

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

    1  

WHERE YOU CAN FIND MORE INFORMATION

    2  

ABOUT THIS PROSPECTUS

    3  

LYONDELLBASELL INDUSTRIES N.V. 

    4  

LYB INTERNATIONAL FINANCE B.V.

    5  

LYB INTERNATIONAL FINANCE II B.V.

    5  

LYB INTERNATIONAL FINANCE III, LLC

    5  

RISK FACTORS

    5  

USE OF PROCEEDS

    5  

DESCRIPTION OF CAPITAL STOCK

    6  

DESCRIPTION OF DEBT SECURITIES

    9  

DESCRIPTION OF GUARANTEES

    22  

DESCRIPTION OF OTHER SECURITIES

    22  

PLAN OF DISTRIBUTION

    22  

SELLING SECURITYHOLDERS

    23  

LEGAL MATTERS

    23  

EXPERTS

    23  



        We have not authorized anyone to provide any information other than that contained or incorporated by reference in this prospectus, in any prospectus supplement or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is not an offer to sell, nor is it an offer to buy, these securities in any state where the offer or sale is not permitted. The information in this prospectus is complete and accurate as of the date on the front cover of this prospectus, but our business, financial condition or results of operations may have changed since that date.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

        This prospectus contains and incorporates by reference "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (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:

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        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, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this prospectus.

WHERE YOU CAN FIND MORE INFORMATION

        We have filed with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-3 regarding the securities we or selling securityholders may offer from time to time. This prospectus does not contain all of the information found in the registration statement. For further information regarding LyondellBasell Industries N.V., LYB International Finance B.V., LYB International Finance II B.V., LYB International Finance III, LLC and the securities offered by this prospectus, you should review the entire registration statement, including its exhibits and schedules,

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filed under the Securities Act. The registration statement of which this prospectus forms a part, including its exhibits and schedules, can be downloaded from the SEC's web site at http://www.sec.gov.

        The SEC allows us to "incorporate by reference" the information that LyondellBasell Industries N.V. has filed with the SEC. This means that we can disclose important information to you without actually including the specific information in this prospectus by referring you to other documents previously filed with the SEC. The information incorporated by reference is an important part of this prospectus. We incorporate by reference in this prospectus the following documents that LyondellBasell Industries N.V. has previously filed with the SEC and in connection with any offering of securities hereby, any subsequent filings made by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (excluding information deemed to be furnished and not filed with the SEC) prior to the completion of such offering:

        You may request a copy of any document incorporated by reference in this prospectus and any exhibit specifically incorporated by reference in those documents, at no cost, by writing or telephoning us at the following address or phone number and may view the documents by accessing our website at www.lyb.com:

LyondellBasell Industries N.V.
c/o Lyondell Chemical Company
1221 McKinney Street, Suite 300
Houston, Texas 77010
Attn: Corporate Secretary
(713) 309-7200

        Other than the documents expressly incorporated herein by reference, the information on our website is not incorporated by reference into this prospectus and does not constitute a part of this prospectus.


ABOUT THIS PROSPECTUS

        This prospectus is part of a registration statement we filed with the SEC using a "shelf" registration process. We or the selling securityholders may sell any combination of the securities described in this prospectus from time to time up to an indeterminate dollar amount.

        The types of securities that we or selling securityholders may offer and sell from time to time pursuant to this prospectus are:

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        Each time we or selling securityholders sell securities pursuant to this prospectus, we will describe in a prospectus supplement, which will be delivered with this prospectus, specific information about the offering and the terms of the particular securities offered. In each prospectus supplement we will include the following information, if applicable:

        In addition, the prospectus supplement may also add, update or change the information contained in this prospectus. You should read this prospectus and the applicable prospectus supplement together with the additional information described under the heading "Where You Can Find More Information."

        Wherever references are made in this prospectus to information that will be included in a prospectus supplement, to the extent permitted by applicable law, rules or regulations, we may instead include such information or add, update or change the information contained in this prospectus (i) by means of a post-effective amendment to the registration statement of which this prospectus is a part; (ii) through filings we make with the SEC that are incorporated by reference into this prospectus; or (iii) by any other method as may then be permitted under applicable law, rules or regulations.

        As used herein, the term "LyondellBasell" refers to LyondellBasell Industries N.V. and, where the context requires, its direct and indirect subsidiaries. "LYB International Finance" refers to LYB International Finance B.V. "LYB International Finance II" refers to LYB International Finance II B.V. "LYB International Finance III" refers to LYB International Finance III, LLC. References to "we," "us," "our," and "the Company" refer to LyondellBasell Industries N.V. and its consolidated subsidiaries, taken as a whole, unless the context clearly indicates otherwise.


LYONDELLBASELL INDUSTRIES N.V.

        LyondellBasell is a global, independent chemical public company with limited liability (naamloze vennootschap) incorporated under Dutch law by deed of incorporation dated October 15, 2009.

        We participate globally across the petrochemical value chain and are an industry leader in many of our product lines. Our chemicals businesses consist primarily of large processing plants that convert large volumes of liquid and gaseous hydrocarbon feedstocks into plastic resins and other chemicals. Our chemical products tend to be basic building blocks for other chemicals and plastics, while our plastic products are typically used in large volume applications as well as smaller specialty applications. Our

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customers use our plastics and chemicals to manufacture a wide range of products that people use in their everyday lives including food packaging, home furnishings, automotive components, paints and coatings. Our refining business consists of our Houston refinery, which processes crude oil into refined products such as gasoline, diesel and jet fuel.

        The executive offices of LyondellBasell are located at 4th Floor, One Vine Street, London, W1J 0AH, The United Kingdom. LyondellBasell's telephone number at that office is +44 (0) 207 220 2600 and its internet address is www.lyb.com. Other than the documents expressly incorporated herein by reference, the information on our website is not incorporated by reference into this prospectus supplement and does not constitute a part of this prospectus supplement.

LYB INTERNATIONAL FINANCE B.V.
LYB INTERNATIONAL FINANCE II B.V.
LYB INTERNATIONAL FINANCE III, LLC

        LYB International Finance was incorporated as a private company with limited liability under the laws of the Netherlands on May 14, 2013. LYB International Finance II was incorporated as a private company with limited liability under the laws of the Netherlands on January 28, 2016. LYB International Finance III was formed as a limited liability company under the laws of the State of Delaware on December 28, 2016. LYB International Finance, LYB International Finance II and LYB International Finance III are wholly (100%) owned subsidiaries of LyondellBasell. LYB International Finance, LYB International Finance II and LYB International Finance III are financing vehicles for LyondellBasell and its consolidated subsidiaries. LYB International Finance, LYB International Finance II and LYB International Finance III have no independent operations, other than issuing debt, hedging such debt when appropriate and on-lending funds raised from such issuances to LyondellBasell and its consolidated subsidiaries. LYB International Finance, LYB International Finance II and LYB International Finance III will lend substantially all proceeds of their borrowings to LyondellBasell and its consolidated subsidiaries. LyondellBasell will fully and unconditionally guarantee the debt securities issued by LYB International Finance, LYB International Finance II and LYB International Finance III as to payment of principal, premium (if any), interest and any other amounts due on such debt securities.


RISK FACTORS

        Investment in any securities offered pursuant to this prospectus and the applicable prospectus supplement involves risks. You should carefully consider the risk factors incorporated by reference to our most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K we file after the date of this prospectus, and all other information contained or incorporated by reference into this prospectus, as updated by our subsequent filings under the Exchange Act, and the risk factors and other information contained in the applicable prospectus supplement and any applicable free writing prospectus before acquiring any of such securities. The occurrence of any of these risks might cause you to lose all or part of your investment in the offered securities.


USE OF PROCEEDS

        Unless otherwise indicated in an accompanying prospectus supplement, we intend to use the net proceeds we receive from the sale of securities by us for general corporate purposes, which may include the repayment or refinancing of indebtedness, capital expenditures, dividends, acquisitions, repurchases or redemptions of our securities and working capital requirements. LYB International Finance, LYB International Finance II and LYB International Finance III will lend substantially all of the net proceeds each receives from the sale of its securities to LyondellBasell and its consolidated subsidiaries. Unless otherwise specified in the applicable prospectus supplement, we will not receive any proceeds from the sale of securities by selling securityholders.

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DESCRIPTION OF CAPITAL STOCK

General

        The following descriptions are summaries of material terms of LyondellBasell's ordinary shares, with a par value of four eurocents (€0.04) each, LyondellBasell's Articles of Association (which we refer to in this section as our Articles of Association) and Dutch law. The full text of our current Articles of Association has been filed with the SEC and is available, in Dutch and English, at our registered office in Rotterdam during regular business hours and is also available, in English, on our website.

Ordinary Shares

        LyondellBasell's authorized share capital is fifty-one million euro (€51,000,000), consisting of one billion two hundred seventy-five million (1,275,000,000) ordinary shares, each with a par value of four eurocents (€0.04). As of February 19, 2019, there were 373,058,535 ordinary shares outstanding, not including 27,151,745 ordinary shares held in treasury.

        The description of LyondellBasell's ordinary shares is contained in our Registration Statement on Form 10 filed with the SEC pursuant to Section 12 of the Exchange Act on April 28, 2010, as amended, which is incorporated by reference into this prospectus.

Voting and Approval Rights

        Generally, each shareholder is entitled to one vote for each ordinary share held on every matter submitted to a vote of shareholders, including the annual election of members of the Board of Directors (the "Board"). There are no cumulative voting rights. Pursuant to Dutch law and our Articles of Association, the nomination of a director to our Board is binding on shareholders unless two-thirds of shareholders, representing at least half of issued share capital, vote against the nominee.

        Unless otherwise required by our Articles of Association or Dutch law, matters submitted for a vote at a general meeting of shareholders require the approval of a majority of the votes cast at the general meeting. Pursuant to Dutch law and our Articles of Association, shareholders have the right to approve decisions of the Board relating to (i) the transfer of all or substantially all our enterprise by way of a share or asset sale, consolidation or merger or otherwise, (ii) the entering into or termination of a long-lasting commercial relationship that is of essential importance to our business and (iii) the acquisition or disposition of shares or assets with a value of at least one-third of our consolidated asset value.

        There are no laws currently in effect in The Netherlands or provisions in our Articles of Association limiting the rights of non-resident investors to hold or vote ordinary shares.

Dividends and Distributions

        Pursuant to our Articles of Association, the Board may determine to allocate amounts to our reserves up to the amount of our annual profits. Out of our share premium reserve and other reserves available for shareholder distributions under Dutch law, the general meeting of shareholders may declare distributions upon a proposal of the Board. We cannot pay dividends if the payment would reduce our shareholders' equity below the aggregate par value of our outstanding ordinary shares, plus reserves (if any) required to be maintained by law. The Board may, subject to certain statutory provisions, distribute one or more interim dividends or other interim distributions before the accounts for any year have been approved and adopted at a general meeting of shareholders, in anticipation of the final dividend or final distribution. Rights to dividends and distributions that have not been collected within five years after the date on which they first became due and payable revert to LyondellBasell.

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        The payment of dividends or distributions is subject to the requirements of Dutch law and the discretion of our shareholders (in the case of annual dividends) and our Board. The declaration of any cash dividends and, if declared, the amount of any such dividends, will depend upon general business conditions, our financial condition, our earnings and cash flow, our capital requirements, financial covenants and other contractual restrictions on the payment of dividends or distributions. There can be no assurance that any dividends or distributions will be declared or paid in the future. Any future cash dividends or distributions will be paid in U.S. dollars.

Shareholder Meetings

        Each shareholder and certain other parties designated under Dutch law will be permitted, either personally or through an attorney authorized in writing, to attend the general meeting of shareholders, to address said meetings and to exercise voting rights, subject to certain provisions of Dutch law and our Articles of Association.

        Our general meetings of shareholders will be held in The Netherlands at least annually, within six months after the close of each financial year. Extraordinary general meetings of shareholders may be held as often as the Board deems necessary, or as otherwise provided for pursuant to Dutch law. One or more shareholders representing in the aggregate at least 10% of the issued share capital can request the Board to convene a general meeting of shareholders. In such case, the Board is required to publish a convening notice for such a general meeting of shareholders within four weeks of receipt from such shareholders of (i) a specified agenda for such general meeting of shareholders and, (ii) in the sole discretion of the Board, compelling evidence of the number of shares held by such shareholder or shareholders. If such meeting is not held within six weeks of our receipt of such request, the shareholders requesting a meeting may petition a court in The Netherlands for an order directing the holding of such meeting; the court may order the holding of such a meeting if the persons requesting the meeting can demonstrate that they have a sufficient interest in holding a meeting with the agenda requested by them. In addition, affiliates of Access Industries, one of our shareholders, can require the Board to convene a general meeting of shareholders, for the purpose of allowing for the appointment of one or more of its director nominees under certain circumstances, for so long as it holds, together with its affiliates, at least 5% of the issued share capital.

        One or more shareholders representing solely or jointly at least 1% of the issued share capital can request the Board to place a matter on the agenda, provided that the Board has received such request at least 60 days prior to the date of the general meeting of shareholders concerned.

Election and Tenure of Directors

        Our Board includes both executive and non-executive members. The executive members of our Board are charged with managing our day-to-day affairs. The non-executive members of our Board are charged with the supervision of the executive Board member(s) and our general course of affairs.

        The Board shall determine its size; provided that the Board shall consist of at least nine members, including at least one executive Board member who will hold the title of CEO, and the number of non-executive Board members shall at all times exceed the number of executive Board members.

        The general meeting of shareholders appoints the member(s) of the Board, subject to the terms of any binding nomination agreements; providedthat the Board may provide for temporary replacements in the event of a vacancy or the inability to act of a Board member.

        We have entered into a binding nomination agreement with affiliates of Access Industries pursuant to which we agreed that (i) if it, together with its affiliates, owns 18% or more of our outstanding ordinary shares, it will have the right to nominate three non-executive members of the Board; (ii) if it, together with its affiliates, owns at least 12% but less than 18% of our outstanding ordinary shares, it

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will have the right to nominate two non-executive members of the Board; and (iii) if it, together with its affiliates, owns at least 5% but less than 12% of our outstanding ordinary shares, it will have the right to nominate one non-executive member of the Board. The general meeting of shareholders may render such nomination non-binding by means of a resolution adopted by at least two-thirds of the valid votes cast, representing more than half of the issued capital. As of February 19, 2019, three of the members of our Board were nominated in accordance with this agreement.

        The general meeting of shareholders may dismiss, or suspend for a period of up to three months, a member of the Board by a resolution adopted by at least two-thirds of the votes cast in a meeting where at least half of the issued share capital is represented. If the general meeting of shareholders has suspended a member of the Board, the general meeting of shareholders shall within three months after the suspension has taken effect resolve either to dismiss such relevant member, or to terminate or continue the suspension, failing which the suspension shall lapse.

        Each member of the Board serves a one-year term and there is no limit to the number of times a member of the Board can be reappointed.

        Subject to our Articles of Association, the Board may adopt rules and regulations governing its internal proceedings of each such constituency, including rules relating to voting on nominations of directors, board composition and governance.

Issuance of Ordinary Shares/Pre-emptive Rights

        Our Articles of Association provide that our Board has the authority to issue shares if authorized by resolution of our shareholders. No such authorization is currently in place. Shareholders may resolve to issue shares on a proposal of the Board in the absence of a Board authorization.

        Under Dutch law and our Articles of Association, every holder of ordinary shares will have a preemptive right in the proportion that the aggregate amount of its ordinary shares bears to the total amount of shares outstanding. The preemptive right may be restricted or excluded by a resolution of the Board if the Board is the competent body to issue shares. Otherwise, preemptive rights may be restricted or excluded by shareholders on a proposal of the Board. A holder of ordinary shares will not have a preemptive right to shares which are being issued against contribution other than in cash; to ordinary shares which will be issued to our employees or employees of one of our group companies; and to ordinary shares which will be issued as a result of merger or demerger.

Repurchase of Ordinary Shares

        The shareholders may delegate to the Board the authority, subject to certain restrictions contained in Dutch law and our Articles of Association, to cause us to acquire, for consideration, our own fully paid ordinary shares. Such authorization may not be granted for a period exceeding 18 months. In the authorization, the general meeting of shareholders shall determine how many shares thereof may be acquired, the manner in which they may be acquired and between what limits the price for such ordinary shares shall be.

        The authorization will not be required for the acquisition of ordinary shares by us for transfer to our employees in accordance with an employee share plan.

        At our 2018 general meeting of shareholders, shareholders granted authority to the Board to repurchase up to 10% of our issued share capital until December 1, 2019 on the open market, through privately negotiated repurchases, in self-tender offers, or through accelerated repurchase arrangements, at prices ranging up to 110% of the market price at the time of the transaction (or, in the case of an accelerated repurchase arrangement, 110% of the market price over the term of the arrangement).

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Capital Reduction

        Upon proposal by the Board, the general meeting of shareholders may reduce our issued share capital by cancellation of ordinary shares held by us, subject to certain statutory provisions. However, if less than one half of the issued share capital is present at the meeting, the general meeting of shareholders may only adopt a resolution for capital reduction with a majority of at least two-thirds of the votes cast. As of February 19, 2019, we held 27,151,745 shares in our treasury account and we cancelled 178,229,883 shares effective September 5, 2018.

Amendment of Our Articles of Association

        Our Articles of Association may be amended, on the proposal of the Board, by a majority of the votes cast at a general meeting of shareholders; provided that such proposal is stated in the notice for the general meeting and a complete copy of the proposed amendment is filed at our office so that it may be inspected prior to and during the meeting.

Transfer Agent

        The transfer agent and registrar for our ordinary shares is Computershare Trust Company, N.A.


DESCRIPTION OF DEBT SECURITIES

        The debt securities of LyondellBasell, LYB International Finance, LYB International Finance II and LYB International Finance III covered by this prospectus will be the general unsecured obligations of LyondellBasell, LYB International Finance, LYB International Finance II and LYB International Finance III, respectively. The debt securities of LYB International Finance, LYB International Finance II and LYB International Finance III will be fully and unconditionally guaranteed by LyondellBasell. The debt securities of LyondellBasell may be fully and unconditionally guaranteed by LYB International Finance, LYB International Finance II or LYB International Finance III. LyondellBasell will issue senior debt securities under an indenture between LyondellBasell, as issuer, and Wells Fargo Bank, N.A., as trustee, dated as of March 5, 2015 (the "LyondellBasell Indenture"). LYB International Finance will issue senior debt securities fully and unconditionally guaranteed by LyondellBasell on a senior unsecured basis under an indenture among LYB International Finance, as issuer, LyondellBasell as guarantor, and Wells Fargo Bank, N.A., as trustee, dated as of July 16, 2013 (the "LYB International Finance Indenture"). LYB International Finance II will issue senior debt securities fully and unconditionally guaranteed by LyondellBasell on a senior unsecured basis under an indenture among LYB International Finance II, as issuer, LyondellBasell as guarantor, and Deutsche Bank Trust Company Americas, as trustee, dated as of March 2, 2016 (the "LYB International Finance II Indenture"). LYB International Finance III will issue senior debt securities fully and unconditionally guaranteed by LyondellBasell on a senior unsecured basis under an indenture to be entered into among LYB International Finance III, as issuer, LyondellBasell as guarantor, and Wells Fargo Bank, N.A., as trustee (the "LYB International Finance III Indenture"). The LyondellBasell Indenture, LYB International Finance Indenture and LYB International Finance II Indenture are, and the LYB International Finance III Indenture will be, substantially identical except with regards to the entities that will issue and guarantee, if any, the debt securities governed by such indenture.

        We have summarized certain material provisions of the indentures, the debt securities and the guarantees below. This summary is not complete. We have filed the indentures (or their forms) with the SEC as exhibits to the registration statement of which this prospectus forms a part, and you should read the indentures for provisions that may be important to you. Please read "Where You Can Find More Information."

        In this summary description of the debt securities, unless we state otherwise or the context clearly indicates otherwise, all references to "LyondellBasell" mean LyondellBasell, all references to "LYB

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International Finance" mean LYB International Finance only, all references to "LYB International Finance II" mean LYB International Finance II only and all references to "LYB International Finance III" mean LYB International Finance III only.

        General.    The indentures do not limit the amount of debt securities that LyondellBasell, LYB International Finance, LYB International Finance II or LYB International Finance III may issue under the indentures, and do not limit the amount of other unsecured debt or securities that LyondellBasell, LYB International Finance, LYB International Finance II or LYB International Finance III may issue. LyondellBasell, LYB International Finance, LYB International Finance II and LYB International Finance III may issue debt securities under the indentures from time to time in one or more series, each in an amount authorized prior to issuance.

        Terms.    The prospectus supplement relating to any series of debt securities being offered will include specific terms relating to the offering. These terms will include some or all of the following:

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        LyondellBasell, LYB International Finance, LYB International Finance II and LYB International Finance III may sell the debt securities at a discount, which may be substantial, below their stated principal amount. These debt securities may bear no interest or interest at a rate that at the time of issuance is below market rates. If these debt securities are sold, we will describe in the prospectus supplement any material United States federal income tax consequences and other special considerations.

        If any of the debt securities are sold for any foreign currency or currency unit or if payments on the debt securities are payable in any foreign currency or currency unit, we will describe in the prospectus supplement the restrictions, elections, tax consequences, specific terms and other information relating to those debt securities and the foreign currency or currency unit.

        Limitation on Mergers and Consolidations.    The indentures generally permit a consolidation or merger involving LyondellBasell, LYB International Finance, LYB International Finance II or LYB International Finance III. They also permit LyondellBasell, LYB International Finance, LYB International Finance II or LYB International Finance III to sell, lease, convey, assign, transfer or otherwise dispose of all or substantially all of their assets. Each of LyondellBasell, LYB International Finance, LYB International Finance II and LYB International Finance III has agreed, however, that it will not consolidate with or merge into any entity (other than, with respect to LYB International Finance, LYB International Finance II and LYB International Finance III, LyondellBasell), or sell, lease, convey, assign, transfer or otherwise dispose of, in any transaction or series of transactions, all or substantially all of its property and assets to any person (other than, with respect to LYB International Finance, LYB International Finance II and LYB International Finance III, LyondellBasell), unless

        LyondellBasell is also permitted to sell, assign, transfer, lease, convey or otherwise dispose, in one or more related transactions, of assets constituting the capital stock or all or part of the assets of any

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subsidiary, division or line of business or group of such subsidiaries, divisions or lines of business ("disposed group") if such disposed group (i) generated Consolidated EBITDA that was less than 40% of the Consolidated EBITDA of LyondellBasell in (a) the most recently completed four quarters or fiscal year for which financial statements are required to be delivered pursuant to the indenture and (b) each of the last three completed fiscal years of LyondellBasell for which financial statements are required to be delivered pursuant to the indenture and (ii) has total assets with a value that is less than 40% of the total value of the consolidated assets of LyondellBasell and its subsidiaries, as determined in accordance with GAAP as of the last date of the latest period for which financial statements are required to be delivered pursuant to the indenture; provided that such disposition otherwise complies with the indenture.

        Upon any transaction of the type described in and effected in accordance with this covenant, the resulting entity will succeed to and be substituted for LyondellBasell, LYB International Finance, LYB International Finance II or LYB International Finance III, as applicable, and may exercise all of LyondellBasell's, LYB International Finance's, LYB International Finance II's or LYB International Finance III's rights and powers under the indentures and the debt securities with the same effect as if the resulting entity had been named as LyondellBasell, LYB International Finance, LYB International Finance II or LYB International Finance III, as applicable, in the indentures. In the case of any asset transfer or disposition other than a lease, when the resulting entity assumes all of LyondellBasell's, LYB International Finance's, LYB International Finance II's or LYB International Finance III's obligations and covenants under the applicable indenture and the debt securities, LyondellBasell, LYB International Finance, LYB International Finance II or LYB International Finance III, as applicable, will be relieved of all such obligations.

        Events of Default.    Unless we inform you otherwise in the applicable prospectus supplement, the following are events of default with respect to a series of debt securities:

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        A default under one series of debt securities will not necessarily be a default under any other series. If a default or event of default for any series of debt securities occurs, is continuing and is known to the trustee, the trustee will notify the holders of the applicable series of debt securities within 90 days after it becomes known to the trustee. The trustee may withhold notice to the holders of the debt securities of any series of any default or event of default, except in any payment on the debt securities of such series, if the trustee in good faith determines that withholding notice is in the interests of the holders of those debt securities.

        If an event of default for any series of debt securities occurs and is continuing, the trustee or the holders of at least 25% in principal amount of the outstanding debt securities of the series affected by the default (or, in the case of the event of default described in the fourth bullet above, 25% in principal amount of all debt securities issued under the applicable indenture that are affected by the default, voting as one class) may declare the principal of and all accrued and unpaid interest on those debt securities to be due and payable immediately. If an event of default relating to certain events of bankruptcy, insolvency or reorganization of us occurs, the principal of and accrued and unpaid interest on all the debt securities issued under that indenture will become immediately due and payable without any action on the part of the trustee or any holder. At any time after a declaration of acceleration has been made, the holders of a majority in principal amount of the outstanding debt securities of the series affected by the event of default (other than an event of default related to the non-payment of principal of or premium or interest on or any additional amounts) may in some cases rescind this accelerated payment requirement and its consequences.

        A holder of a debt security of any series issued under an indenture may pursue any remedy under that indenture only if:

        This provision does not, however, affect the right of a holder of a debt security to sue for enforcement of any overdue payment.

        In most cases, the trustee will be under no obligation to exercise any of its rights or powers under an indenture at the request or direction of any of the holders of a series of debt securities unless those holders have offered to the trustee indemnity satisfactory to it. Subject to this provision for indemnification, holders of a majority in principal amount of the outstanding debt securities of a series (or of all debt securities issued under an indenture that are affected, voting as one class) generally may direct the time, method and place of:

        If an event of default occurs and is continuing, the trustee will be required to use the degree of care and skill of a prudent person in the conduct of his own affairs.

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        Each indenture requires LyondellBasell, LYB International Finance, LYB International Finance II and LYB International Finance III, as applicable, to file each year with the trustee a written statement as to their compliance with the covenants contained in the indenture.

        Modification, Waiver and Meetings.    Each indenture may be amended or supplemented with the consent of the majority in principal amount of the outstanding debt securities of all series issued under that indenture that are affected by the amendment or supplement (voting as one class). Without the consent of the holder of each debt security affected, however, no modification may:

        Each indenture may be supplemented or amended or any provision of that indenture may be waived without the consent of any holders of debt securities issued under that indenture in certain circumstances, including:

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        The holders of a majority in principal amount of the outstanding debt securities of any series (or, in some cases, of all debt securities issued under the indenture that are affected, voting as one class) may waive any existing or past default or event of default with respect to those debt securities. Those holders may not, however, waive any

        We, the trustee or the holders of at least 331/3% in principal amount of the outstanding debt securities of the applicable series, may at any time call a meeting of the holders of debt securities of a particular series for the following purposes:

        Any resolution passed or decision taken at any meeting of holders of debt securities of a particular series duly held in accordance with the applicable indenture will be binding on all holders of debt securities of that series. The quorum at any meeting called for the holders of debt securities of a particular series to adopt a resolution will be the presence of persons holding or representing such debt securities of that series in an aggregate principal amount sufficient to take action upon the business for the transaction of which the meeting was called.

        Defeasance.    When we use the term defeasance, we mean discharge from some or all of our obligations under the applicable indenture. If we deposit with the trustee under the indenture any combination of funds or government securities sufficient to make payments on the debt securities of a series issued under that indenture on the dates those payments are due and payable, then, at the option of LyondellBasell, LYB International Finance, LYB International Finance II or LYB International Finance III, as applicable, either of the following will occur:

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        If a series of debt securities is defeased, the holders of the debt securities of the series affected will not be entitled to the benefits of the applicable indenture, except for obligations to register the transfer or exchange of debt securities, replace stolen, lost or mutilated debt securities, maintain paying agencies and hold moneys for payment in trust. In the case of covenant defeasance, the obligation of LyondellBasell, LYB International Finance, LYB International Finance II or LYB International Finance III to pay principal, premium, interest and any additional amounts on the debt securities will also survive.

        Unless we inform you otherwise in the prospectus supplement, we will be required to deliver to the trustee an opinion of counsel that the deposit and related defeasance would not cause the beneficial owners of the debt securities to recognize income, gain or loss for U.S. federal income tax purposes. If we elect legal defeasance, that opinion of counsel must be based upon a ruling from the U.S. Internal Revenue Service or a change in law to that effect.

        Satisfaction and Discharge.    In addition, an indenture will cease to be of further effect with respect to the debt securities of a series issued under that indenture, subject to exceptions relating to compensation and indemnity of the trustee and repayment to us of excess money or government securities, when:

        Governing Law.    New York law will govern the indentures, the debt securities and the guarantees.

        Trustee.    Wells Fargo Bank, N.A. is the trustee under the LyondellBasell and LYB International Finance Indenture and will be the trustee under the LYB International Finance III Indenture. Wells Fargo Bank, N.A. serves as trustee or custodian relating to a number of series of debt obligations of LyondellBasell. Certain of Wells Fargo Bank, N.A.'s affiliates perform certain commercial banking services for us for which they receive customary fees. Deutsche Bank Trust Company Americas is the trustee under the LYB International Finance II Indenture. Certain of Deutsche Bank Trust Company Americas' affiliates perform certain commercial banking services for us for which they receive customary fees.

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        Each indenture contains limitations on the right of the trustee, if it or any of its affiliates becomes our creditor, to obtain payment of claims or to realize on certain property received for any such claim, as security or otherwise. The trustee and its affiliates are permitted to engage in other transactions with us. If, however, the trustee acquires any conflicting interest within the meaning of the Trust Indenture Act of 1939, it must eliminate that conflict or resign.

        Form, Exchange, Registration and Transfer.    The debt securities will be issued in registered form, without interest coupons. There will be no service charge for any registration of transfer or exchange of the debt securities. However, payment of any transfer tax or similar governmental charge payable for that registration may be required.

        Debt securities of any series will be exchangeable for other debt securities of the same series, the same total principal amount and the same terms but in different authorized denominations in accordance with the applicable indenture. Holders may present debt securities for registration of transfer at the office of the security registrar or any transfer agent we designate. The security registrar or transfer agent will affect the transfer or exchange if its requirements and the requirements of the applicable indenture are met.

        The trustee will be appointed as security registrar for the debt securities. If a prospectus supplement refers to any transfer agents LyondellBasell, LYB International Finance, LYB International Finance II or LYB International Finance III, as applicable, initially designates, LyondellBasell, LYB International Finance, LYB International Finance II or LYB International Finance III, as applicable, may at any time rescind that designation or approve a change in the location through which any transfer agent acts. We are required to maintain an office or agency for transfers and exchanges in each place of payment. LyondellBasell, LYB International Finance, LYB International Finance II or LYB International Finance III, as applicable, may at any time designate additional transfer agents for any series of debt securities.

        In the case of any redemption, LyondellBasell, LYB International Finance, LYB International Finance II or LYB International Finance III, as applicable, will not be required to register the transfer or exchange of:

        Payment and Paying Agents.    Unless we inform you otherwise in a prospectus supplement, payments on the debt securities will be made in U.S. dollars at the office of the trustee and any paying agent. At LyondellBasell's, LYB International Finance's, LYB International Finance II's or LYB International Finance III's option, as applicable, however, payments may be made by wire transfer for global debt securities or by check mailed to the address of the person entitled to the payment as it appears in the security register. Unless we inform you otherwise in a prospectus supplement, interest payments may be made to the person in whose name the debt security is registered at the close of business on the record date for the interest payment.

        Unless we inform you otherwise in a prospectus supplement, the trustee under the applicable indenture will be designated as the paying agent for payments on debt securities issued under that indenture. LyondellBasell, LYB International Finance, LYB International Finance II or LYB International Finance III, as applicable, may at any time designate additional paying agents or rescind the designation of any paying agent or approve a change in the office through which any paying agent acts.

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        If the principal of or any premium or interest on debt securities of a series is payable on a day that is not a business day, the payment will be made on the following business day. For these purposes, unless we inform you otherwise in a prospectus supplement, a "business day" is, when used with respect to any place of payment or any other particular location referred to in the indenture or in the debt securities of any series, any day except a Saturday, Sunday or any other day on which commercial banks in such place of payment or other location are authorized or obligated by law or executive order to close.

        Subject to the requirements of any applicable abandoned property laws, the trustee and paying agent will pay to LyondellBasell, LYB International Finance, LYB International Finance II or LYB International Finance III, as applicable, upon written request any money held by them for payments on the debt securities that remains unclaimed for two years after the date upon which that payment has become due. After payment to LyondellBasell, LYB International Finance, LYB International Finance II or LYB International Finance III, holders entitled to the money must look to LyondellBasell, LYB International Finance, LYB International Finance II or LYB International Finance III, as the case may be, for payment. In that case, all liability of the trustee or paying agent with respect to that money will cease.

        Book-Entry Debt Securities.    The debt securities of a series may be issued in the form of one or more global debt securities that would be deposited with a depositary or its nominee identified in the prospectus supplement. Global debt securities may be issued in either temporary or permanent form. We will describe in the prospectus supplement the terms of any depositary arrangement and the rights and limitations of owners of beneficial interests in any global debt security.

        Ranking.    The debt securities will constitute senior debt of LyondellBasell, LYB International Finance, LYB International Finance II or LYB International Finance III, as applicable, and will rank equally with all of the other series of debt securities issued under the applicable indenture and will rank senior to all series of subordinated securities issued by them and outstanding from time to time.

        Restrictive Covenants.    Each of the indentures contains restrictions on the activities of LyondellBasell and its subsidiaries for the benefit of holders of the debt securities. The restrictive covenants summarized below will apply to a series of debt securities (unless waived or amended) as long as any of those debt securities are outstanding, unless the prospectus supplement for the series states otherwise. We have used in this summary description of the restrictive covenants the capitalized terms that we have defined below under "Glossary."

        Each indenture provides that LyondellBasell will not, nor will it permit any subsidiary to, create, incur, issue, assume or guarantee any Debt secured by a Lien of or upon any Principal Property or Capital Stock of any subsidiary that directly owns any Principal Property, whether such Principal Property or Capital Stock is owned as of the date of issuance of the applicable debt securities or thereafter acquired, without in any such case making or causing to be made effective provision (and LyondellBasell covenants that in any such case it shall make or cause to be made effective provision) whereby the debt securities (together with, if LyondellBasell shall so determine, any other Debt created, incurred, issued, assumed or guaranteed by LyondellBasell or any subsidiary then existing or thereafter created) shall be secured by such Lien equally and ratably with (or, at the option of LyondellBasell, prior to) such Debt, so long as such Debt shall be so secured. The foregoing restrictions will not, however, apply to Debt secured by Permitted Liens.

        In addition, LyondellBasell or any subsidiary may, without equally and ratably securing the debt securities, issue, assume or guarantee Debt that would otherwise be subject to the foregoing restrictions, if at the time of such issuance, assumption or guarantee, after giving effect thereto and to

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the retirement of any Debt which is concurrently being retired, the aggregate amount of all such Debt secured by Liens which would otherwise be subject to such restriction (other than any Debt secured by Liens permitted as described under clauses (1) through (7) of the definition of Permitted Liens) plus the aggregate amount of all Attributable Debt of LyondellBasell and any of its subsidiaries in respect of Sale and Lease-Back Transactions (with the exception of such transactions which are permitted pursuant to clauses (1) and (2) of the first sentence of the first paragraph under "—Limitation on Sale / Lease-Back Transactions", below does not exceed 15% of Consolidated Net Tangible Assets of LyondellBasell.

        LyondellBasell will not, and will not permit any of its subsidiaries to, enter into any Sale and Lease-Back Transaction with respect to any Principal Property unless,

        "Attributable Debt" in respect of a Sale and Lease-Back Transaction means, as of any particular time, the present value (discounted at the rate of interest implicit in the terms of the lease involved in such Sale and Lease-Back Transaction, as determined in good faith by LyondellBasell) of the obligation of the lessee thereunder for rental payments (excluding, however, any amounts required to be paid by such lessee, whether or not designated as rent or additional rent, on account of maintenance and repairs, insurance, taxes, assessments, water rates or similar charges or any amounts required to be paid by such lessee thereunder contingent upon the amount of sales, maintenance and repairs, insurance, taxes, assessments, water rates or similar charges) during the remaining term of such lease (including any period for which such lease has been extended or may, at the option of the lessor, be extended).

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        "Capital Stock" means:

        "Consolidated EBITDA" means, for any period, the consolidated operating income plus consolidated depreciation, amortization and other non-cash charges and losses and minus consolidated non-cash credits, gains and income, in each case of LyondellBasell and its subsidiaries for such period; it being understood that such amounts may be determined on a combined basis for a disposed group.

        "Consolidated Net Tangible Assets" means the Total Assets of LyondellBasell and its subsidiaries less goodwill and intangibles (other than intangibles arising from, or relating to, intellectual property, licenses or permits (including, but not limited to, emissions rights) of LyondellBasell and its subsidiaries), in each case calculated in accordance with GAAP, provided, that in the event that LyondellBasell or any of its subsidiaries assumes or acquires any assets in connection with the acquisition by LyondellBasell and its subsidiaries of another person subsequent to the commencement of the period for which the Consolidated Net Tangible Assets is being calculated but prior to the event for which the calculation of the Consolidated Net Tangible Assets is made, then the Consolidated Net Tangible Assets shall be calculated giving pro forma effect to such assumption or acquisition of assets, as if the same had occurred at the beginning of the applicable period.

        "Debt" means any indebtedness for borrowed money.

        "GAAP" means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession of the United States, as in effect from time to time. At any time after the Issue Date with respect to a series of debt securities, LyondellBasell may irrevocably elect to apply International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board in lieu of GAAP and, upon any such election, references in the indentures to GAAP shall thereafter be construed to mean IFRS as in effect from time to time. LyondellBasell shall give notice of any such election to the trustee.

        "Issue Date" means, with respect to debt securities of a series, the first date on which the debt securities of such series are originally issued under the applicable indenture.

        "Lien" means any mortgage, security interest, pledge or lien.

        "Permitted Liens" means:

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        "Principal Property" means any single refinery, any single manufacturing plant or any single parcel of real estate, in each case owned by LyondellBasell or any of its subsidiaries, the net book value of which on the date as of which the determination is being made exceeds 1% of Consolidated Net Tangible Assets, other than any such refinery, manufacturing plant or parcel of real estate that, in the opinion of the Board of Directors of LyondellBasell, is not of material importance to the business conducted by LyondellBasell and its subsidiaries as a whole.

        "Sale and Lease-Back Transaction" means the leasing by LyondellBasell or any subsidiary of any Principal Property, whether owned on the Issue Date or acquired after such date (except for temporary leases for a term, including any renewal term, of up to three years and except for leases between LyondellBasell and any subsidiary or between subsidiaries), which Principal Property has been or is to be sold or transferred by LyondellBasell or such subsidiary to any party with the intention of taking back a lease of such Principal Property.

        "Total Assets" means the total consolidated assets of LyondellBasell and its subsidiaries, without giving effect to any amortization of the amount of intangible assets since the Issue Date as shown on the most recent quarterly balance sheet of LyondellBasell, determined on a consolidated basis according to GAAP.

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DESCRIPTION OF GUARANTEES

        LyondellBasell will fully and unconditionally guarantee on a senior unsecured basis the full and prompt payment of the principal of, any premium and interest on, and any additional amounts which may be payable by LYB International Finance, LYB International Finance II and LYB International Finance III in respect of the debt securities issued by LYB International Finance, LYB International Finance II and LYB International Finance III, as applicable, when and as the payment becomes due and payable, whether at maturity or otherwise. The guarantees provide that in the event of a default in the payment of principal of, any premium and interest on, and any additional amounts which may be payable by LYB International Finance, LYB International Finance II or LYB International Finance III, as applicable, in respect of such debt securities, the holder of the debt securities may institute legal proceedings directly against LyondellBasell to enforce the guarantees without first proceeding against LYB International Finance, LYB International Finance II or LYB International Finance III, as applicable. The guarantees will rank equally with all of LyondellBasell's other unsecured and unsubordinated debt from time to time outstanding.

        LYB International Finance, LYB International Finance II and LYB International Finance III may fully and unconditionally guarantee LyondellBasell's payment obligations under any series of debt securities issued by LyondellBasell. If a series of debt securities is so guaranteed, LYB International Finance, LYB International Finance II and LYB International Finance III, as applicable, will execute a separate guarantee agreement or a supplemental indenture as evidence of its guarantee. We will provide the specific terms of any such guarantee in the applicable prospectus supplement.


DESCRIPTION OF OTHER SECURITIES

        We will set forth in the applicable prospectus supplement a description of any warrants or units that may be offered pursuant to this prospectus.


PLAN OF DISTRIBUTION

        We or any selling securityholder may sell the securities from time to time:

        We will identify the specific plan of distribution, including any agents, underwriters, broker-dealers or direct purchasers and their compensation in the applicable prospectus supplement.

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SELLING SECURITYHOLDERS

        Information about selling securityholders, where applicable, will be set forth in a prospectus supplement, in a post-effective amendment, or in filings we make with the SEC under the Exchange Act that are incorporated by reference.


LEGAL MATTERS

        The validity of the ordinary shares, warrants and units in respect of which this prospectus is being delivered will be passed on for us by our Dutch counsel, De Brauw Blackstone Westbroek N.V., Amsterdam, The Netherlands, as to certain matters of Dutch law. The validity of the debt securities and guarantees in respect of which this prospectus is being delivered will be passed on for us by our U.S. counsel, Latham & Watkins LLP, Houston, Texas.


EXPERTS

        The financial statements and management's assessment of the effectiveness of internal control over financial reporting (which is included in Management's Report on Internal Control Over Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 2018 have been so incorporated in reliance on the report, which contains an explanatory paragraph on the effectiveness of internal control over financial reporting due to the exclusion of certain elements of the internal control over financial reporting of the A. Schulman Inc. business the registrant acquired during 2018, of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

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$          

LOGO

$            % Guaranteed notes due 20   
$            % Guaranteed notes due 20  
$            % Guaranteed notes due 20    

Fully and Unconditionally Guaranteed by
LyondellBasell Industries N.V.



Preliminary Prospectus Supplement



Joint Book-Running Managers

BofA Securities
Citigroup
J.P. Morgan
Morgan Stanley

          , 2020