LyondellBasell Industries NV
For the period ended Dec 31, 2023. Filed Feb 22, 2024.
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FY2023 · Filed Feb 22, 2024
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Shareholders’ Equity and Redeemable Non-controlling Interests
- Shareholders’ Equity and Redeemable Non-controlling Interests
Shareholders’ Equity
Dividend Distributions—The following table summarizes the dividends paid to common shareholders in the periods presented, including the special dividend that our board of directors declared in May 2022:
| Millions of dollars, except per share amounts | Dividend PerOrdinaryShare | AggregateDividendsPaid | Date of Record |
|---|---|---|---|
| For the year 2023: | |||
| March - Quarterly dividend | $1.19 | $389 | March 6, 2023 |
| June - Quarterly dividend | 1.25 | 408 | May 30, 2023 |
| September - Quarterly dividend | 1.25 | 407 | August 28, 2023 |
| December - Quarterly dividend | 1.25 | 406 | November 27, 2023 |
| $4.94 | $1,610 | ||
| For the year 2022: | |||
| March - Quarterly dividend | $1.13 | $371 | March 7, 2022 |
| June - Quarterly dividend | 1.19 | 389 | June 6, 2022 |
| June - Special dividend | 5.20 | 1,704 | June 6, 2022 |
| September - Quarterly dividend | 1.19 | 388 | August 29, 2022 |
| December - Quarterly dividend | 1.19 | 386 | November 28, 2022 |
| $9.90 | $3,238 | ||
Share Repurchase Authorization—In May 2023, our shareholders approved a proposal to authorize us to repurchase up to 34.0 million ordinary shares, through November 19, 2024 (“2023 Share Repurchase Authorization”), which superseded any prior repurchase authorizations. The timing and amount of these repurchases, which are determined based on our evaluation of market conditions and other factors, may be executed from time to time through open market or privately negotiated transactions. The repurchased shares, which are recorded at cost, are classified as Treasury stock and may be retired or used for general corporate purposes, including for various employee benefit and compensation plans.
In May 2022, our shareholders approved a proposal to authorize us to repurchase up to 34.0 million ordinary shares, through November 27, 2023 (“2022 Share Repurchase Authorization”), which superseded any prior repurchase authorizations.
In May 2021, our shareholders approved a proposal to authorize us to repurchase up to 34.0 million ordinary shares through November 28, 2022 (“2021 Share Repurchase Authorization”), which superseded our prior repurchase authorizations.
The following table summarizes our share repurchase activity for the periods presented:
| Millions of dollars, except shares and per share amounts | SharesRepurchased | AveragePurchasePrice | Total Purchase Price, Including Commissions and Fees |
|---|---|---|---|
| For the year 2023: | |||
| 2022 Share Repurchase Authorization | 1,365,898 | $88.98 | $122 |
| 2023 Share Repurchase Authorization | 983,309 | 90.99 | 89 |
| 2,349,207 | $89.82 | $211 | |
| For the year 2022: | |||
| 2021 Share Repurchase Authorization | 2,111,538 | $97.72 | $206 |
| 2022 Share Repurchase Authorization | 2,286,216 | 87.50 | 200 |
| 4,397,754 | $92.41 | $406 | |
| For the year 2021: | |||
| 2021 Share Repurchase Authorization | 5,163,334 | $92.37 | $477 |
| 5,163,334 | $92.37 | $477 | |
Total cash paid for share repurchases for the years ended December 31, 2023, 2022 and 2021 was $211 million, $420 million and $463 million, respectively. Cash payments made during the reporting period may differ from the total purchase price, including commissions and fees, due to the timing of payments.
Ordinary Shares—The changes in the outstanding amounts of ordinary shares are as follows:
| Year Ended December 31, | |||
|---|---|---|---|
| 2023 | 2022 | 2021 | |
| Ordinary shares outstanding: | |||
| Beginning balance | 325,723,567 | 329,536,389 | 334,015,220 |
| Share-based compensation | 793,984 | 291,104 | 468,131 |
| Employee stock purchase plan | 315,058 | 293,828 | 216,372 |
| Purchase of ordinary shares | (2,349,207) | (4,397,754) | (5,163,334) |
| Ending balance | 324,483,402 | 325,723,567 | 329,536,389 |
Treasury Shares—The changes in the amounts of treasury shares held by the Company are as follows:
| Year Ended December 31, | |||
|---|---|---|---|
| 2023 | 2022 | 2021 | |
| Ordinary shares held as treasury shares: | |||
| Beginning balance | 14,698,931 | 10,675,605 | 6,030,408 |
| Share-based compensation | (793,984) | (291,104) | (468,131) |
| Employee stock purchase plan | (315,058) | (83,324) | (50,006) |
| Purchase of ordinary shares | 2,349,207 | 4,397,754 | 5,163,334 |
| Ending balance | 15,939,096 | 14,698,931 | 10,675,605 |
Accumulated Other Comprehensive Loss—The components of, and after-tax changes in, Accumulated other comprehensive loss as of and for the years ended December 31, 2023, 2022 and 2021 are presented in the following table:
| Millions of dollars | FinancialDerivatives | UnrealizedGains(Losses) on Available-for-Sale Debt Securities | DefinedBenefitPensionand OtherPost-retirementBenefit Plans | ForeignCurrencyTranslationAdjustments | Total |
|---|---|---|---|---|---|
| Balance—December 31, 2020 | $(426) | $1 | $(752) | $(766) | $(1,943) |
| Other comprehensive income (loss) before reclassifications | 336 | (1) | 214 | (110) | 439 |
| Tax expense before reclassifications | (64) | — | (50) | (45) | (159) |
| Amounts reclassified from accumulated other comprehensive loss | (244) | — | 77 | — | (167) |
| Tax (expense) benefit | 44 | — | (17) | — | 27 |
| Net other comprehensive income (loss) | 72 | (1) | 224 | (155) | 140 |
| Balance—December 31, 2021 | $(354) | $— | $(528) | $(921) | $(1,803) |
| Other comprehensive income (loss) before reclassifications | $393 | $— | $342 | $(64) | $671 |
| Tax expense before reclassifications | (86) | — | (95) | (59) | (240) |
| Amounts reclassified from accumulated other comprehensive loss | (128) | — | 128 | — | — |
| Tax (expense) benefit | 29 | — | (29) | — | — |
| Net other comprehensive income (loss) | 208 | — | 346 | (123) | 431 |
| Balance—December 31, 2022 | $(146) | $— | $(182) | $(1,044) | $(1,372) |
| Other comprehensive income (loss) before reclassifications | $(178) | $— | $(142) | $45 | $(275) |
| Tax benefit before reclassifications | 47 | — | 38 | 28 | 113 |
| Amounts reclassified from accumulated other comprehensive loss | 69 | — | 9 | — | 78 |
| Tax (expense) benefit | (18) | — | (2) | — | (20) |
| Net other comprehensive income (loss) | (80) | — | (97) | 73 | (104) |
| Balance—December 31, 2023 | $(226) | $— | $(279) | $(971) | $(1,476) |
The amounts reclassified out of each component of Accumulated other comprehensive loss are as follows:
| Millions of dollars · Year Ended December 31, · Affected Line Items on the Consolidated Statements of Income | ||||
|---|---|---|---|---|
| 2023 · 2022 · 2021 | ||||
| Reclassification adjustments for: | ||||
| Financial derivatives: | ||||
| Commodities | $33 | $(59) | $(34) | Cost of sales |
| Foreign currency | 31 | (75) | (216) | Interest expense |
| Interest rates | 5 | 6 | 6 | Interest expense |
| Income tax (expense) benefit | (18) | 29 | 44 | Provision for income taxes |
| Financial derivatives, net of tax | 51 | (99) | (200) | |
| Amortization of defined pension items: | ||||
| Settlement loss | — | 103 | 28 | Other (expense) income, net |
| Actuarial loss | 6 | 22 | 46 | Other (expense) income, net |
| Prior service cost | 3 | 3 | 3 | Other (expense) income, net |
| Income tax expense | (2) | (29) | (17) | Provision for income taxes |
| Defined pension items, net of tax | 7 | 99 | 60 | |
| Total reclassifications, before tax | 78 | — | (167) | |
| Income tax (expense) benefit | (20) | — | 27 | Provision for income taxes |
| Total reclassifications, after tax | $58 | $— | $(140) | Amount included in net income |
Amortization of defined pension items are included in the computation of net periodic pension and other post-retirement benefit costs, see Note 15 to the Consolidated Financial Statements.
Redeemable Non-controlling Interests
As of December 31, 2023 and 2022, we had 113,075 and 113,471 shares of redeemable non-controlling interest stock outstanding, respectively. During the years ended December 31, 2023 and 2022,396 and 1,903 shares were redeemed for less than a $1 million and approximately $2 million, respectively. There wereno share redemptions during 2021.
In February, May, August and November 2023, we paid cash dividends of $15.00 per share to our redeemable non-controlling interest stock shareholders of record as of January 15, 2023, April 15, 2023, July 15, 2023, and October 15, 2023, respectively. In 2023, 2022 and 2021, these dividends were $7 million for each year.
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