Obligation LyondellBasell Inc. 3.5% ( US50247WAB37 ) en USD

LyondellBasell Inc.

99.4584 % ▲

Etas-Unis

US50247WAB37 ( en USD )

3.5% par an ( paiement semestriel )

01/03/2027

Prospectus brochure de l'obligation LyondellBasell Industries US50247WAB37 en USD 3.5%, échéance 01/03/2027

2 000 USD

1 000 000 000 USD

50247WAB3

BBB ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

02/03/2026 ( Dans 38 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 US50247WAB37, paye un coupon de 3.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/03/2027

L'Obligation émise par LyondellBasell Inc. ( Etas-Unis ) , en USD, avec le code ISIN US50247WAB37, 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 US50247WAB37, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-209612-02
333-209612
CALCULATION OF REGISTRATION FEE

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

Registered

Price Per Unit

Price
Registration Fee (1)
3.500% Guaranteed Notes Due 2027

$1,000,000,000
98.968%

$989,680,000

$114,703.91
Guarantee of the Notes (2)

--

--

--

--
Total

$1,000,000,000
--

$989,680,000

$114,703.91

(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.
Table of Contents

PROSPECTUS SUPPLEMENT
(To Prospectus dated February 19, 2016)

$1,000,000,000
LYB International Finance II B.V.
3.500% Guaranteed Notes due 2027
Fully and Unconditionally Guaranteed by
LyondellBasell Industries N.V.
LYB International Finance II B.V. is offering $1,000,000,000 aggregate principal amount of its 3.500% guaranteed notes due 2027 (the
"notes"). Interest on the notes will accrue from March 2, 2017 and will be payable semi-annually on March 2 and September 2 of each year,
beginning September 2, 2017. The notes will mature on March 2, 2027.
Payment of the principal, premium (if any), interest and any other amounts due on the notes is fully and unconditionally guaranteed by
LyondellBasell Industries N.V.
The notes and the guarantee will be the senior unsecured obligations of LYB International Finance II B.V. and LyondellBasell Industries
N.V., respectively. The notes and the guarantee will rank equally with all of the other existing and future senior indebtedness of LYB International
Finance II B.V. and LyondellBasell Industries N.V., respectively. The indenture that governs the notes does not restrict the ability of LYB
International Finance II B.V. or LyondellBasell Industries N.V. to incur additional senior unsecured indebtedness.
LYB International Finance II B.V. may redeem the notes, in whole or in part, at any time at the redemption price described beginning on
page S-20. If a change of control triggering event as described on page S-23 occurs, LYB International Finance II 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-11 of this prospectus
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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)

98.968%
$989,680,000
Underwriting discount and commissions

0.650%
$
6,500,000
Proceeds to us, before expenses (1)

98.318%
$983,180,000

(1)
Plus accrued interest from March 2, 2017 if delivery occurs after that date.
We intend to apply to list the notes on the Global Exchange Market of the Irish Stock Exchange plc.
The underwriters expect to deliver the notes to investors on or about March 2, 2017 in book-entry form only through the facilities of The
Depository Trust Company and its participants, including Clearstream Banking, société anonyme and Euroclear Bank S.A./N.V.

Joint Book-Running Managers

J.P. Morgan

BofA Merrill Lynch
Deutsche Bank Securities
HSBC

Credit Suisse

Mizuho Securities

Wells Fargo Securities
Co-Managers

Citigroup

Morgan Stanley

UniCredit Capital Markets
MUFG

Scotiabank

SMBC Nikko
The date of this prospectus supplement is February 21, 2017.
Table of Contents
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

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-11
USE OF PROCEEDS
S-17
CAPITALIZATION
S-17
DESCRIPTION OF THE NOTES
S-19
TAX CONSEQUENCES
S-32
UNDERWRITING
S-40
LEGAL MATTERS
S-45
EXPERTS
S-45

PROSPECTUS

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

1
WHERE YOU CAN FIND MORE INFORMATION

2
ABOUT THIS PROSPECTUS

3
LYONDELLBASELL INDUSTRIES N.V.

5
LYB INTERNATIONAL FINANCE B.V.

5
LYB INTERNATIONAL FINANCE II B.V.

5
RATIO OF EARNINGS TO FIXED CHARGES

6
USE OF PROCEEDS

6
DESCRIPTION OF CAPITAL STOCK

7
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DESCRIPTION OF DEBT SECURITIES

11
DESCRIPTION OF GUARANTEES

22
DESCRIPTION OF OTHER SECURITIES

23
PLAN OF DISTRIBUTION

23
SELLING SECURITYHOLDERS

24
LEGAL MATTERS

25
EXPERTS

25
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.

S-i
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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 ("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 II B.V. ("LYB
International Finance II"). LYB International Finance II 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.

S-1
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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 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,
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while made in good faith, may prove to be incorrect, and involve risks and uncertainties we cannot predict. Our actual outcomes and results may
differ materially from what we have expressed or forecast in the forward-looking statements. Any differences could result from a variety of
factors, including the following:

·
the cost of raw materials represents a substantial portion of our operating expenses, and energy costs generally follow price trends of
crude oil, natural gas liquids and/or natural gas; price volatility can significantly affect our results of operations and we may be unable

to pass raw material and energy cost increases on to our customers due to the significant competition that we face, the commodity
nature of our products and the time required to implement pricing changes;

·
our 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;

·
if crude oil prices fall materially, or decrease relative to U.S. natural gas prices, we would see less benefit from low-cost natural gas

and natural gas liquids and it could have a negative effect on our results of operations;

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

substantial capacity expansions announced in the U.S. olefins industry;

·
we may face unplanned operating interruptions (including leaks, explosions, fires, weather-related incidents, mechanical failures,
unscheduled downtime, supplier disruptions, labor shortages, strikes, work stoppages or other labor difficulties, transportation

interruptions, spills and releases and other environmental incidents) at any of our facilities, which would negatively impact our
operating results; for example, because the Houston refinery is our only refining operation, we would not have the ability to increase
production elsewhere to mitigate the impact of any outage at that facility;

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

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

·
our ability to execute our organic growth plans may be negatively affected by our ability to complete projects on time and on budget;

·
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 and environmental proceedings or changes in laws or regulations regarding legal and environmental

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

·
any loss or non-renewal of favorable tax treatment under tax agreements or tax treaties, or changes in tax laws, regulations or treaties,

may substantially increase our tax liabilities;

S-2
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·
we may be required to reduce production or idle certain facilities because of the cyclical and volatile nature of the supply-demand

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

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

could negatively impact our competitive position;

·
we have significant international operations, and fluctuations in exchange rates, valuations of currencies and our possible inability to

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

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

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

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

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

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

our current obligations; higher interest rates and costs of financing would increase our expenses.
Any of these factors, or a combination of these factors, could materially affect our future results of operations and the ultimate accuracy of the
forward-looking statements. Our management cautions against putting undue reliance on forward-looking statements or projecting any future
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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 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 II 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

S-3
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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, 2016, as filed with the SEC on February 17, 2017; and

·
Current Report on Form 8-K, as filed with the SEC on January 18, 2017.
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.
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.

S-4
Table of Contents
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
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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.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 II B.V.
LYB International Finance II was incorporated as a private corporation with limited liability under the laws of The Netherlands on
January 28, 2016 and is a wholly (100%) owned subsidiary of LyondellBasell. LYB International Finance II is a financing vehicle for
LyondellBasell and its consolidated subsidiaries. LYB International Finance II 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 II 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 II as to payment of principal, premium
(if any), interest and any other amounts due thereon.

S-5
Table of Contents
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 II B.V.

Parent Guarantor
LyondellBasell Industries N.V.

Securities Offered
$1.0 billion aggregate principal amount of 3.500% Guaranteed Notes due 2027.

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.

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Maturity Date
The notes will mature on March 2, 2027.

Interest
Interest on the notes will accrue at the rate of 3.500% per year, payable semi-annually
on March 2 and September 2 of each year, commencing September 2, 2017.

Ranking
The notes and the guarantee will constitute senior unsecured indebtedness of LYB
International Finance II and LyondellBasell, respectively, and will rank equally in right
of payment with all other existing and future senior indebtedness of LYB International
Finance II and LyondellBasell, respectively. The notes and the guarantee will effectively
rank junior in right of payment to LYB International Finance II'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 II).

At December 31, 2016, LyondellBasell and its subsidiaries had approximately
$8,981 million of indebtedness outstanding, and on a pro forma basis after giving effect
to the offering of the notes (but not the use of proceeds therefrom), would have had

approximately $9,963 million of indebtedness outstanding (in each case, excluding
intercompany indebtedness and guarantees of indebtedness of joint ventures). LYB
International Finance II has no outstanding secured indebtedness.

At December 31, 2016, LyondellBasell's subsidiaries (other than LYB International
Finance II) had approximately $3,339 million of indebtedness, including approximately
$2,439 million of indebtedness of LYB International Finance B.V. ("LYB International

Finance") and approximately $97 million of secured indebtedness, outstanding
(excluding in each case intercompany indebtedness and guarantees of indebtedness of
joint ventures) that would rank structurally prior to

S-6
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the notes with respect to the assets of such subsidiaries. LYB International Finance and
LYB International Finance II are finance subsidiaries with no significant assets of their
own other than their intercompany loans advancing the proceeds of the existing

guaranteed notes issued by LYB International Finance and LYB International Finance
II, respectively. The existing notes of LYB International Finance and LYB International
Finance II are guaranteed by LyondellBasell but not by any of LyondellBasell's
subsidiaries.

Optional Redemption
LYB International Finance II may elect to redeem and repay any or all of the notes 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 II elects to redeem and repay the notes prior to December 2, 2026 (three months
prior to the maturity date), LYB International Finance II will pay an amount equal to the
greater of 100% of the principal amount of the notes redeemed and repaid, and 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 notes to be redeemed matured three
months prior to the maturity date (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
20 basis points. If LYB International Finance II elects to redeem and repay the notes on
or after December 2, 2026 (three months prior to the maturity date), LYB International
Finance II will pay an amount equal to 100% of the principal amount of the notes
redeemed and repaid. LYB International Finance II will pay accrued interest on the
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notes redeemed to the redemption date. See "Description of the Notes --Optional
Redemption" in this prospectus supplement.

Redemption for Changes in Taxes
LYB International Finance II may elect to redeem the notes as a whole but not in part, at
its option, in the event of certain changes in tax law that would require the issuer or the
guarantor to pay additional amounts on such 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 notes plus accrued
and unpaid interest, if any, to the date of redemption. See "Description of the
Notes -- Redemption for Changes in Taxes" in this prospectus supplement.

Additional Amounts
Subject to certain exceptions and limitations, LYB International Finance II or
LyondellBasell will pay such additional amounts (as defined in "Description of the
Notes -- Additional Amounts" in this prospectus supplement) on the notes (or payments
under the guarantee in respect thereof) as may be necessary so that the net amount
received by each beneficial owner of the notes after all

S-7
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withholding or deductions, if any, will not be less than the amount the beneficial owner
would have received in respect of such note (or payments under the guarantee in respect

thereof) 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, holders of the notes may require LYB
International Finance II to purchase all or a portion of such holders' notes at a price
equal to 101% of the principal amount, plus accrued interest, if any, to the date of
purchase. See "Description of the Notes -- Change of Control Offer" in this prospectus
supplement.

Certain Covenants
LYB International Finance II will issue the notes under the indenture with
LyondellBasell, the guarantor, and Deutsche Bank Trust Company Americas, 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.

Absence of Public Market for the Notes / Listing
The notes are new issues of debt securities with no established trading market. We
intend to apply to list the notes on the Global Exchange Market of the Irish Stock
Exchange plc. However, we are not obligated to list the notes on the Global Exchange
Market of the Irish Stock Exchange plc or any other trading market. Furthermore, if
listed, we may discontinue such listing at any time in our discretion without notice to
the holders of the notes.

Use of Proceeds
We intend to use the net proceeds from the sale of the notes, together with available
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cash from our balance sheet, to redeem or repay $1 billion aggregate principal amount of
our 5.0% Senior Notes due 2019. See "Use of Proceeds."

Additional Issuances
LYB International Finance II may, without the consent of the holders of the notes, create
and issue additional notes ranking identical to the notes 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 notes
offered hereby, will constitute a single series of securities under the indenture relating to
the notes.

Governing Law
State of New York.

S-8
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Trustee, Registrar and Paying Agent
Deutsche Bank Trust Company Americas

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.

S-9
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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,"
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, 2016 and 2015 were derived from its audited consolidated financial statements.

Year Ended December 31,

2016

2015

(in millions of dollars, except per share data and ratios)

Results of operations data:

Sales and other operating revenues

$
29,183
$
32,735
Operating income

5,060

6,122
Income from continuing operations

3,847

4,479
Earnings per share from continuing operations:

Basic

9.17

9.63
Diluted

9.15

9.60
Balance sheet data (as of period end):

Total current assets

9,599

9,789
Total assets

23,442

22,757
Total current liabilities

4,540

4,349
Total long-term debt (a)

8,385

7,671
https://www.sec.gov/Archives/edgar/data/1489393/000119312517052266/d304137d424b5.htm[2/23/2017 9:46:03 AM]

424B5
Total equity

6,073

6,574
Other financial data:

Ratio of Earnings to Fixed Charges (b)

11.57x

14.38x

(a)
Excludes current maturities of long-term debt.
(b)
We computed our consolidated ratios of earnings to fixed charges by dividing earnings available for fixed charges by fixed charges. For
this purpose, earnings available for fixed charges consists of earnings from continuing operations before income taxes, undistributed
earnings from affiliated companies' non-controlling interests, cumulative effect of accounting changes, and fixed charges, excluding
capitalized interest. Fixed charges are interest, whether expensed or capitalized, amortization of debt expense and discount on premium
relating to indebtedness, and such portion of rental expense that can be demonstrated to be representative of the interest factor in the
particular case.

S-10
Table of Contents
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, 2016. 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 Notes
The notes and the guarantee will be effectively subordinated to all liabilities of LyondellBasell's subsidiaries, other than LYB International
Finance II.
The notes and the guarantee will be structurally subordinated to indebtedness and other liabilities of LyondellBasell's subsidiaries, other than
those of LYB International Finance II. 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 II, 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 December 31, 2016, LyondellBasell's subsidiaries (other than LYB International Finance II) had approximately $3,339 million of
indebtedness, including approximately $2,439 million of indebtedness of LYB International Finance and approximately $97 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. LYB International Finance is a finance subsidiary with no significant
assets of its own other than its intercompany loans advancing the proceeds of the existing guaranteed notes issued by LYB International Finance.
The existing notes of LYB International Finance are 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 II's ability to satisfy its obligations in respect of the notes is dependent on LyondellBasell and LyondellBasell's
other subsidiaries.
LYB International Finance II is a financing vehicle for LyondellBasell and its consolidated subsidiaries and its primary business is the raising
https://www.sec.gov/Archives/edgar/data/1489393/000119312517052266/d304137d424b5.htm[2/23/2017 9:46:03 AM]

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