Obligation LyondellBasell Inc. 4.875% ( US50247VAC37 ) en USD

LyondellBasell Inc.

83.36 % ▼

Etas-Unis

US50247VAC37 ( en USD )

4.875% par an ( paiement semestriel )

14/03/2044

Prospectus brochure de l'obligation LyondellBasell Industries US50247VAC37 en USD 4.875%, échéance 14/03/2044

2 000 USD

1 000 000 000 USD

50247VAC3

BBB- ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

15/03/2026 ( Dans 51 jours )

LyondellBasell Industries est une société mondiale de produits chimiques et de raffinage pétrolier, produisant des polymères, des intermédiaires chimiques et des carburants.

L'Obligation émise par LyondellBasell Inc. ( Etas-Unis ) , en USD, avec le code ISIN US50247VAC37, paye un coupon de 4.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/03/2044

L'Obligation émise par LyondellBasell Inc. ( Etas-Unis ) , en USD, avec le code ISIN US50247VAC37, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par LyondellBasell Inc. ( Etas-Unis ) , en USD, avec le code ISIN US50247VAC37, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Filed Pursuant to Rule 424(b)(5)
Registration No. 333-189375
Registration No. 333-189375-01
CALCULATION OF REGISTRATION FEE

Maximum
Title of Each Class of
Amount to be
Maximum Offering
Aggregate Offering
Securities to be Registered

Registered

Price Per Unit

Price
Registration Fee (1)
4.875% Guaranteed Notes Due 2044
$1,000,000,000
98.831%

$988,310,000
$128,800
Guarantee of 2044 Notes (2)

--

--

--

--
Total
$1,000,000,000
--

$988,310,000
$128,800
(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
(2) Pursuant to Rule 457(n), no separate fee for the guarantee is payable.

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PROSPECTUS SUPPLEMENT
(To Prospectus dated June 17, 2013)

4.875% Guaranteed Notes due 2044
Fully and Unconditionally Guaranteed by

LYB International Finance B.V. is offering $1,000,000,000 of its 4.875% guaranteed notes due 2044 (the "notes"). Interest on the notes
wil accrue from February 28, 2014 and wil be payable on March 15 and September 15 of each year, beginning September 15, 2014. The
notes wil mature on March 15, 2044.
Payment of the principal, premium (if any), interest and any other amounts due on the notes are ful y and unconditional y guaranteed by
Lyondel Basel Industries N.V.
The notes and the guarantee wil be the senior unsecured obligations of LYB International Finance B.V. and Lyondel Basell Industries
N.V., respectively. The notes and the guarantee wil rank equal y with al of the other senior unsecured indebtedness of LYB International
Finance B.V. and Lyondel Basell Industries N.V., respectively. The indenture governing the notes does not restrict the ability of LYB
International Finance B.V. or Lyondel Basel Industries N.V. to incur additional senior unsecured indebtedness.
LYB International Finance B.V. may redeem the notes, in whole or in part, at any time at the redemption prices described beginning on
page S-19. If a change of control triggering event as described on page S-21 occurs, LYB International Finance B.V. may be required to offer
to purchase the notes from holders.

Investing in the notes involves risks. See "Risk Factors," which begins on page S-10 of this
prospectus supplement and any risk factors described in the documents we incorporate by reference in
this prospectus supplement and the accompanying prospectus.
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.

Per Note
Total

Public Offering Price (1)

98.831%
$988,310,000
Underwriting discount and commissions

0.875%
$ 8,750,000
Proceeds to us, before expenses

97.956%
$979,560,000

(1) Plus accrued interest from February 28, 2014 if delivery occurs after that date.
We intend to apply to list the notes on the Global Exchange Market of the Irish Stock Exchange.
The underwriters expect to deliver the notes to investors on or about February 28, 2014 in book-entry form only through the facilities of
The Depository Trust Company.

Joint Book-Running Managers

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Credit Suisse

J.P. Morgan

Morgan Stanley
Co-Managers

BofA Merrill Lynch HSBC Mizuho Securities
Scotiabank

Wells Fargo Securities
The date of this prospectus supplement is February 25, 2014.
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TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

Page
ABOUT THIS PROSPECTUS SUPPLEMENT
S-1
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
S-2
WHERE YOU CAN FIND MORE INFORMATION
S-3
PROSPECTUS SUPPLEMENT SUMMARY
S-5
RISK FACTORS
S-10
USE OF PROCEEDS
S-16
CAPITALIZATION
S-17
DESCRIPTION OF THE NOTES
S-18
TAX CONSEQUENCES
S-31
UNDERWRITING
S-39
LEGAL MATTERS
S-43
EXPERTS
S-43
PROSPECTUS

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

3
WHERE YOU CAN FIND MORE INFORMATION

5
ABOUT THIS PROSPECTUS

6
LYONDELLBASELL INDUSTRIES N.V.

7
LYB INTERNATIONAL FINANCE B.V.

7
RATIO OF EARNINGS TO FIXED CHARGES

8
USE OF PROCEEDS

9
DESCRIPTION OF CAPITAL STOCK
10
DESCRIPTION OF DEBT SECURITIES
14
DESCRIPTION OF GUARANTEES
26
DESCRIPTION OF OTHER SECURITIES
26
PLAN OF DISTRIBUTION
26
SELLING SECURITYHOLDERS
28
LEGAL MATTERS
28
EXPERTS
28
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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ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement and the accompanying prospectus relate to part of a registration statement that we filed with the
Securities and Exchange Commission, or 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.
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.
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 B.V. ("LYB International Finance"). LYB International Finance 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.
Notice to New Hampshire Residents
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN
FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES ANNOTATED, 1955, AS AMENDED
("RSA 421-B"), WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY
REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY
THE SECRETARY OF STATE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT
MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE
FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY
UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON,
SECURITY, OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE
PURCHASER, CUSTOMER, OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF
THIS PARAGRAPH.

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

·
the cost of raw materials represents a substantial portion of our operating expenses, and energy costs generally follow

price trends of crude oil and/or natural gas; price volatility can significantly affect our results of operations and we may be
unable to pass raw material and energy cost increases on to our customers;

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

benefits we receive; similarly, if crude oil prices fell materially, we would see less benefit from low-cost natural gas and
natural gas liquids;

·
industry production capacities and operating rates may lead to periods of oversupply and low profitability; for example,

there has been substantial capacity expansion announced in the U.S. olefins industry;

·
we may face operating interruptions at any of our facilities, which would negatively impact our operating results; for

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

·
regulations may negatively impact our business by, among other things, restricting our operations, increasing costs of

operations or requiring significant capital expenditures;

·
we face significant competition due to the commodity nature of many of our products and may not be able to protect our

market position or otherwise pass on cost increases to our customers;

·
changes in general economic, business, political and regulatory conditions in the countries or regions in which we operate

could increase our costs, restrict our operations and reduce our operating results;

·
our ability to implement business strategies may be negatively affected or restricted by, among other things, governmental

regulations or policies;

·
uncertainties associated with worldwide economies could create reductions in demand and pricing, as well as increased

counterparty risks, which could reduce liquidity or cause financial losses resulting from counterparty default;

·
the negative outcome of any legal, tax and environmental proceedings or changes in laws or regulations regarding legal, tax

and environmental matters may increase our costs or otherwise limit our ability to achieve savings under current
regulations;

·
we may be required to reduce production or idle certain facilities because of the cyclical and volatile nature of the supply-

demand balance in the chemical and refining industries, which would negatively affect our operating results;

·
we rely on continuing technological innovation, and an inability to protect our technology, or others' technological

developments could negatively impact our competitive position;

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·
we have substantial international operations, and continued economic uncertainties, fluctuations in exchange rates,

valuations of currencies and our ability to access cash from operations in certain jurisdictions on a tax-efficient basis, if at
all, could negatively affect our liquidity and our results of operations;

·
we are subject to the risks of doing business at a global level, including wars, terrorist activities, political and economic

instability and disruptions and changes in governmental policies, which could cause increased expenses, decreased
demand or prices for our products and/or disruptions in operations, all of which could reduce our operating results;

·
if we are unable to comply with the terms of our credit facilities and other financing arrangements, those obligations could

be accelerated, which we may not be able to repay; and

·
we may be unable to incur additional indebtedness or obtain financing on terms that we deem acceptable, including for

refinancing of our current obligations; higher interest rates and costs of financing would increase our expenses.
Any of these factors, or a combination of these factors, could materially affect our future results of operations and the ultimate
accuracy of the forward-looking statements. These forward-looking statements are not guarantees of future performance, and our
actual results and future developments may differ materially from those projected in 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.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement on Form S-3 regarding the securities we or LyondellBasell's 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 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, may
be inspected and copied at the public reference room maintained by the SEC at 100 F Street, N.E., Room 1580, Washington, D.C.
20549. You may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. The SEC
maintains a web site on the Internet at http://www.sec.gov. Such registration statement can also be downloaded from the SEC's web
site.
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:

·
Annual Report on Form 10-K for the fiscal year ended December 31, 2013, as filed with the SEC on February 20, 2014;

and

·
Current Report on Form 8-K, as filed with the SEC on February 24, 2014.

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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.lyondellbasell.com:
LyondellBasell Industries N.V.
c/o Lyondell Chemical Company
1221 McKinney Street, Suite 300
Houston, Texas 77010
Attn: Secretary to the Supervisory Board
(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 supplement and does not constitute a part of this prospectus supplement.

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PROSPECTUS SUPPLEMENT 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" beginning on page S-11 of 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 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 five 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 typically used in large volume 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 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.lyondellbasell.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 was incorporated as a private company with limited liability under the laws of The Netherlands
on May 14, 2013 and is a wholly owned subsidiary of LyondellBasell. LYB International Finance is a financing entity for
LyondellBasell and its consolidated subsidiaries. LYB International Finance 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. LYB International Finance will lend substantially all proceeds of its borrowings to LyondellBasell and its
consolidated subsidiaries. LyondellBasell will fully and unconditionally guarantee the debt securities issued by LYB International
Finance as to payment of principal, premium (if any), interest and any other amounts due on such debt securities.

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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 guarantee.

Issuer
LYB International Finance B.V.

Parent Guarantor
LyondellBasell Industries N.V.

Securities Offered
$1.0 billion aggregate principal amount of 4.875% Guaranteed Notes due 2044.

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

Maturity Date
The notes will mature on March 15, 2044.

Interest
Interest on the notes will accrue at the rate of 4.875% per year, payable
semi-annually in arrears on March 15 and September 15 of each year,
commencing September 15, 2014.

Ranking
The notes and the guarantee will constitute unsecured and unsubordinated
indebtedness of LYB International Finance and LyondellBasell, respectively,
and will rank equally in right of payment with all other existing and future
unsecured and unsubordinated indebtedness of LYB International Finance and
LyondellBasell, respectively. The notes and the guarantee will rank effectively
junior in right of payment to LYB International Finance's and LyondellBasell's
secured indebtedness, if any, to the extent of the collateral therefor and to all
existing and future liabilities of their subsidiaries (other than LYB International
Finance).

At December 31, 2013, LyondellBasell and its subsidiaries had approximately
$5,835 million of indebtedness outstanding, and on a pro forma basis after
giving effect to the offering of the notes, would have had approximately $6,823
million of indebtedness outstanding (in each case, excluding intercompany

indebtedness and guarantees of indebtedness of joint ventures). At December
31, 2013, LYB International Finance had approximately $1,468 million of
indebtedness outstanding. At December 31, 2013, both LyondellBasell and LYB
International Finance had no outstanding secured indebtedness.

At December 31, 2013, LyondellBasell's subsidiaries (other than LYB
International Finance) had approximately $367 million of indebtedness,
including approximately $53 million of secured indebtedness, outstanding

(excluding in each case intercompany indebtedness and guarantees of
indebtedness of joint ventures) that would rank effectively prior to the notes
with respect to the assets of such subsidiaries.

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