
Part I Item 1. Business Trinseo PLC is a specialty material solutions provider with a global presence, focusing on transforming into a higher-margin, less cyclical business through strategic investments in sustainable solutions and divestitures of its styrenics businesses The Company and Our Strategy Trinseo is transforming into a less cyclical, higher-margin specialty materials and sustainable solutions provider through strategic investments, divestitures, and cost reduction initiatives - Trinseo is strategically transforming into a specialty materials and sustainable solutions provider, focusing on less cyclical, higher-growth, and higher-margin product offerings27 - The company is actively divesting its styrenics businesses (Polystyrene and Americas Styrenics segments) as a core part of its transformation strategy28 - To support sustainability goals, Trinseo acquired Heathland B.V. for recycling thermoplastic waste and inaugurated a polycarbonate dissolution pilot facility for manufacturing recycled polymers28 - The company has implemented restructuring initiatives since late 2022 to reduce costs, optimize assets, and improve profitability by closing underperforming plants and product lines29 - Capital allocation priorities are servicing debt, funding targeted growth initiatives, and returning capital to shareholders through dividends and share repurchases31 Business Segments In 2023, Trinseo operated six reporting segments, with plans to cease styrene manufacturing and discontinue the Feedstocks segment in 2024, each serving distinct end markets - The company operated under six reporting segments in 2023: Engineered Materials, Latex Binders, Plastics Solutions, Polystyrene, Feedstocks, and Americas Styrenics34 - Beginning in 2024, the company will cease manufacturing styrene and will no longer report the results of the Feedstocks segment3480 Key Segment Information (2023) | Segment | Key Products | Primary End Markets | 2023 Geographic Sales Mix (Approx.) | | :--- | :--- | :--- | :--- | | Engineered Materials | Thermoplastic compounds, PMMA sheets/resins | Consumer electronics, medical, automotive, footwear | 52% US, 34% Europe, 12% Asia | | Latex Binders | Styrene-butadiene (SB) latex, styrene-acrylate (SA) latex | Paper/board coatings, carpet, CASE applications | 53% Europe, 28% US, Rest in Asia | | Plastics Solutions | ABS, SAN, PC, compounds/blends | Automotive, construction, consumer durables | 56% Europe, 34% North America, 11% Asia | | Polystyrene | GPPS, HIPS | Appliances, packaging, consumer electronics | 65% Europe, 35% Asia | | Feedstocks | Styrene monomer | Internal consumption, merchant market | N/A (Discontinued in 2024) | | Americas Styrenics | Styrene, polystyrene (50% JV) | Packaging, disposables, consumer electronics | North America | Our Relationship with Dow Trinseo maintains a significant operational and supply relationship with its former parent, Dow, through long-term agreements for site services and raw materials - The company continues to rely on Dow for critical site services, technology, and the supply of key raw materials through long-term agreements established after the 2010 separation94 Financials of Dow Relationship (in millions) | Item | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | | Expenses under Service Agreements (SAR MOSA, AR MOD5, SAR SSAs) | $140.5 | $273.9 | $214.9 | | Purchases & Other Charges from Dow (excl. services) | $570.5 | $688.7 | $1,143.9 | | Sales to Dow | $95.1 | $146.7 | $156.4 | - Key agreements include Site Services Agreements (SAR SSAs) with 25-year terms for utilities and maintenance at co-located sites, and the AR MOD5 Agreement for process control technology, which is being phased out9597 Sources and Availability of Raw Materials The company's key raw materials are subject to price volatility, with Dow remaining a significant supplier, and styrene now sourced entirely from third parties after the Terneuzen facility closure - Key raw materials include styrene, butadiene, benzene, ethylene, bisphenol A (BPA), and methyl methacrylate (MMA); their prices are volatile and influenced by supply/demand, energy costs, and transportation103104 - In 2023, Dow supplied approximately 21% of the company's raw materials, including 100% of its benzene and ethylene requirements105 - As of November 2023, following the closure of its Terneuzen styrene plant, Trinseo purchases 100% of its styrene supply through long-term contracts and spot market purchases106 Technology, Sales, and Intellectual Property Trinseo's R&D focuses on customer-centric solutions, supported by global facilities, a direct sales force, and intellectual property derived from both internal development and licenses from Dow R&D and TS&D Costs (in millions) | Year | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | | Cost | $57.6 | $51.4 | $63.9 | - The company operates 11 global R&D and technology centers, including pilot plants, to support innovation and customer collaboration111 - Trinseo relies on a combination of its own patents, trade secrets, and perpetual, royalty-free licenses from Dow for intellectual property essential to its legacy business operations116121 - The sales and marketing team consists of approximately 217 professionals who sell products to customers in about 80 countries, primarily through a direct sales force114 Environmental, Health, Safety and Sustainability The company adheres to stringent EHS regulations and prioritizes sustainability through recycling and emissions reduction, with Board oversight, while managing potential liabilities from past incidents - The company is subject to extensive and stringent environmental, health, and safety laws regarding emissions, waste disposal, climate change, and chemical safety123125 - Sustainability is a key strategic focus, with the company publishing an annual Sustainability Report using GRI, SASB, and TCFD frameworks and investing in recycling technologies127128 - In March 2023, an accidental release of acrylic latex emulsion occurred at the Bristol, Pennsylvania site, leading to ongoing environmental claims129 - The Board's Environmental, Health, Safety, Sustainability and Public Policy (EHSS&PP) Committee oversees the company's programs and policies in these areas130 Human Capital Resources As of December 31, 2023, Trinseo employed approximately 3,100 people globally, with a human capital strategy focused on organizational development, talent, DE&I, and employee health and safety - As of December 31, 2023, the company employed approximately 3,100 people, with the majority (58%) located in the EMEA region138 - The company's human capital strategy is built on core values and focuses on Organizational Development, Talent Management, Diversity, Equity & Inclusion, and Recognition & Rewards140141 - Trinseo emphasizes employee health and safety, striving for zero injuries, spills, or process safety incidents through its EH&S management system143 - The company reports diversity metrics, noting that 33% of its Board and 30% of its executive leadership team are women144 Item 1A. Risk Factors This section outlines Trinseo's principal risks, including challenges in executing its transformation strategy, volatility in costs, operational disruptions, regulatory compliance, and managing significant indebtedness - Strategic risks include the inability to successfully transform into a specialty materials provider, failure to achieve cost savings from restructuring, and challenges in divesting the styrenics businesses151153155 - Operational risks are significant, including volatility in raw material and energy costs, potential production disruptions from hazards like chemical spills (e.g., the Bristol Spill), and reliance on Dow for key services and materials160163168213 - Financial risks stem from the company's substantial indebtedness, which could limit operational flexibility, and restrictive covenants in its debt agreements that could be breached201207 - Regulatory and compliance risks are extensive, covering environmental, health, and safety laws, international trade regulations, tax law changes, and potential liabilities from chemical exposure or land contamination185190196198 Item 1C. Cybersecurity Trinseo maintains a comprehensive cybersecurity risk management program aligned with ISO27001 and NIST frameworks, overseen by the Audit Committee, with no material incidents reported to date - The company's cybersecurity program is aligned with ISO27001 and NIST frameworks and is overseen by the Board's Audit Committee245 - A dedicated Chief Information Security Officer (CISO) manages the program and provides periodic reports to the Board and senior management247248 - As of the report date, the company has not experienced any material cybersecurity incidents or incurred material related expenses249 Item 2. Properties Trinseo owns and operates 22 manufacturing sites and one recycling facility globally, with additional sourcing from 7 joint venture sites, all considered adequate for current needs - As of December 31, 2023, the company owns and operates 22 manufacturing sites and one recycling facility, supplemented by 7 joint venture sites250 - The company's global footprint includes corporate offices in Ireland, the US, Hong Kong, and Switzerland, with numerous production and R&D facilities across the Americas, Europe, and Asia-Pacific252 - Several key production sites, such as those in Midland (MI), Schkopau (Germany), and Terneuzen (The Netherlands), are co-located with Dow facilities under ground lease agreements where Trinseo owns the plant facilities253 Item 3. Legal Proceedings The company is subject to various legal claims incidental to its business, with material developments detailed in Note 20 of the consolidated financial statements - The company is involved in various legal claims and proceedings arising from the normal course of business257 - For detailed information on legal matters, including the Bristol Spill litigation and the Synthos arbitration, readers are directed to Note 20 of the financial statements257 Part II Item 5. Market for Registrant's Common Equity, Related Shareholder Matters, and Issuer Purchases of Equity Securities Trinseo's ordinary shares trade on the NYSE under 'TSE,' with a $200.0 million share repurchase program unlikely to be utilized due to liquidity needs, and dividends subject to Irish withholding tax - The company's ordinary shares are traded on the New York Stock Exchange (NYSE) under the ticker symbol "TSE"260 - A $200.0 million share repurchase program was authorized in September 2022; as of December 31, 2023, the full $200.0 million remained available, but future repurchases are considered unlikely due to liquidity needs and debt covenants263 - Dividends paid by the Irish-domiciled company are generally subject to a 25% Irish dividend withholding tax, though U.S. resident shareholders can typically claim an exemption266 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations In 2023, Trinseo reported a significant net loss from continuing operations of $701.3 million, driven by goodwill impairment and tax valuation allowances, amidst weak demand, partially offset by cost savings and debt refinancing 2023 Highlights For fiscal year 2023, Trinseo recorded a net loss of $701.3 million, primarily due to non-cash impairment and tax valuation charges, while increasing cash through liquidity actions and undertaking major debt refinancing FY 2023 Key Financial Metrics | Metric | Value (in millions) | | :--- | :--- | | Net Loss from Continuing Operations | $(701.3) | | Goodwill Impairment Charge (non-cash) | $(349.0) | | Deferred Tax Asset Valuation Allowance (non-cash) | $(163.7) | | Adjusted EBITDA | $154.3 | - In September 2023, the company entered into $1,077.3 million in new term loans to repay its 2024 Term Loan B and redeem a majority of its 2025 Senior Notes, extending its debt maturity profile273 - The company approved further asset and corporate restructuring in H2 2023, including discontinuing styrene production in Terneuzen, Netherlands, and closing several PMMA manufacturing lines to reduce costs and cyclical exposure275277 - An accidental release of latex emulsion product occurred at the Bristol, PA facility on March 24, 2023, leading to ongoing regulatory and legal matters276 Results of Operations For 2023, net sales decreased 26% to $3.68 billion, gross profit fell 48%, and net loss from continuing operations widened to $701.3 million, primarily due to lower volumes, pricing, and a significant impairment charge Consolidated Results of Operations (in millions) | Metric | 2023 | 2022 | % Change | | :--- | :--- | :--- | :--- | | Net Sales | $3,675.4 | $4,965.5 | (26)% | | Gross Profit | $142.3 | $272.3 | (48)% | | Operating Loss | $(455.4) | $(363.9) | (25)% | | Net Loss from Continuing Operations | $(701.3) | $(428.0) | (64)% | - The 26% decrease in net sales was attributed to a 14% drop in selling prices (from lower raw material pass-through) and a 13% decline in sales volume due to customer destocking and weak demand280 - SG&A expenses decreased by 22% to $310.3 million, primarily due to lower costs associated with strategic initiatives, acquisitions, and restructuring284 - Interest expense increased 67% to $188.4 million, mainly due to higher market interest rates on variable rate debt287 - The company recorded a $349.0 million non-cash goodwill impairment charge related to the Engineered Materials reporting unit in 2023286 Selected Segment Information In 2023, all segments experienced significant performance declines, with Engineered Materials' Adjusted EBITDA plummeting 93%, while Plastics Solutions remained relatively stable, and styrenics segments saw substantial drops Segment Adjusted EBITDA (in millions) | Segment | 2023 | 2022 | % Change | | :--- | :--- | :--- | :--- | | Engineered Materials | $4.9 | $71.6 | (93)% | | Latex Binders | $93.3 | $110.8 | (16)% | | Plastics Solutions | $89.4 | $91.0 | (2)% | | Polystyrene | $33.3 | $99.3 | (66)% | | Feedstocks | $(40.9) | $(75.2) | 46% | | Americas Styrenics | $62.1 | $102.2 | (39)% | - Engineered Materials: Net sales fell 24% and Adjusted EBITDA dropped 93% due to lower pricing, weak demand in construction and electronics, and lower margins298299 - Plastics Solutions: Net sales decreased 22% on lower volumes and pricing, but Adjusted EBITDA was nearly flat as improved margins and lower fixed costs offset the volume decline304305 - Polystyrene: Net sales dropped 32% and Adjusted EBITDA fell 66% due to a 16% volume decrease and a 17% price decrease, driven by weak demand and lower styrene costs308309 Liquidity and Capital Resources As of December 31, 2023, Trinseo had $471.0 million in total liquidity and $2.3 billion in debt, having executed a major refinancing in September 2023, while facing a springing leverage covenant on its revolving facility Liquidity Position as of Dec 31, 2023 (in millions) | Component | Value | | :--- | :--- | | Cash and cash equivalents | $259.1 | | Available Borrowings | $211.9 | | Total Liquidity | $471.0 | | Total Indebtedness | ~$2,300.0 | - The company's 2028 Refinance Credit Agreement requires maintaining at least $100.0 million of liquidity at the end of any calendar month327 - The Senior Credit Facility has a springing covenant that limits borrowing capacity to 30% of the total if the first lien net leverage ratio is not met; the company has not been in compliance with this covenant since March 31, 2023208331 - In September 2023, the company issued $1,077.3 million in new 2028 Refinance Term Loans to repay its 2024 Term Loan B and $385.0 million of its 2025 Senior Notes273 Cash Flows For 2023, net cash from operating activities significantly improved to $148.7 million due to inventory control, while investing activities decreased, resulting in positive free cash flow of $79.0 million Summary of Cash Flows (in millions) | Cash Flow Activity | 2023 | 2022 | | :--- | :--- | :--- | | Operating Activities | $148.7 | $43.5 | | Investing Activities | $(31.7) | $(164.0) | | Financing Activities | $(66.0) | $(233.7) | | Net Change in Cash | $49.4 | $(361.3) | - Cash from operations increased to $148.7 million in 2023, primarily due to targeted inventory control and cash improvement initiatives, despite challenging operating results348 - Investing activities used $31.7 million, mainly for capital expenditures of $69.7 million, which were significantly reduced as part of liquidity improvement actions351 Free Cash Flow (in millions) | Metric | 2023 | 2022 | | :--- | :--- | :--- | | Cash provided by operating activities | $148.7 | $43.5 | | Capital expenditures | $(69.7) | $(149.0) | | Free Cash Flow | $79.0 | $(105.5) | Critical Accounting Policies and Estimates This section highlights critical accounting policies, including goodwill impairment, income tax valuation allowances, and pension benefit assumptions, with a $349.0 million goodwill impairment and significant deferred tax asset valuation allowances recorded in 2023 - Goodwill Impairment: A triggering event in Q2 2023 led to a goodwill impairment test for the Engineered Materials reporting unit, resulting in a $349.0 million charge, writing off the entire goodwill balance for that unit393 - Income Taxes: The company established full valuation allowances against net deferred tax assets in its U.S. and Switzerland subsidiaries in December 2023, citing cumulative losses and adverse economic conditions; total valuation allowances were $278.3 million as of year-end399398 - Pension & Postretirement Benefits: The company's accounting for these plans relies on critical assumptions for discount rates and expected long-term rates of return on assets, which are evaluated annually405407 Item 7A. Quantitative and Qualitative Disclosures About Market Risk Trinseo is exposed to market risks from interest rates, foreign currency exchange rates (primarily euro), and commodity prices, which it manages through operational activities and derivative instruments - Interest Rate Risk: The company has significant variable-rate debt; a hypothetical 100 basis point increase in the SOFR rate would have resulted in approximately $23.8 million of additional interest expense in 2023421 - Foreign Currency Risk: The primary exposure is the euro, as 53% of 2023 net sales were generated in Europe; a 1% change in the euro exchange rate would impact annual pre-tax profitability by approximately $1.5 million424427 - Raw Material Price Risk: The company is exposed to price volatility for key raw materials; a hypothetical 10% change in raw material prices would have impacted the 2023 cost of sales by approximately $243.3 million429 - Commodity Price Risk: The company hedges its exposure to natural gas prices; inclusive of hedges, a hypothetical 10% increase in natural gas prices would impact the cost of sales by approximately $1.6 million432 Item 9A. Controls and Procedures Management concluded that Trinseo's disclosure controls and internal control over financial reporting were effective as of December 31, 2023, a conclusion confirmed by the independent auditor - Management concluded that the company's disclosure controls and procedures were effective as of December 31, 2023436 - Management concluded that the company's internal control over financial reporting was effective as of December 31, 2023, based on the COSO framework439 - PricewaterhouseCoopers LLP audited and issued an unqualified opinion on the effectiveness of the company's internal control over financial reporting as of December 31, 2023440 Part IV Item 15. Exhibits, Financial Statement Schedules This section provides an index to the company's consolidated financial statements for 2021-2023 and an extensive list of exhibits, including corporate documents, debt agreements, and executive certifications - This item contains the index to the company's consolidated financial statements, including the balance sheets, statements of operations, comprehensive income, shareholders' equity, and cash flows457 - An exhibit index is provided, listing key corporate documents, debt agreements (such as the Credit Agreement and Indentures), material contracts with Dow, executive employment agreements, and certifications required by the Sarbanes-Oxley Act460461462463 Financial Statements and Notes Consolidated Financial Statements Trinseo PLC's consolidated financial statements for 2023 show a significant decline, with total assets decreasing, shareholders' equity turning to a deficit, and a net loss of $701.3 million, despite improved cash flow from operations Consolidated Balance Sheet Highlights (in millions) | Account | Dec 31, 2023 | Dec 31, 2022 | | :--- | :--- | :--- | | Total Current Assets | $1,194.1 | $1,390.7 | | Total Assets | $3,029.2 | $3,760.2 | | Total Current Liabilities | $672.6 | $689.4 | | Long-term Debt | $2,277.6 | $2,301.6 | | Total Shareholders' Equity (Deficit) | $(268.0) | $420.3 | Consolidated Statement of Operations Highlights (in millions) | Account | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | | Net Sales | $3,675.4 | $4,965.5 | $4,827.5 | | Gross Profit | $142.3 | $272.3 | $698.9 | | Operating Loss | $(455.4) | $(363.9) | $461.4 (Income) | | Net Loss | $(701.3) | $(430.9) | $440.0 (Income) | Consolidated Cash Flow Highlights (in millions) | Account | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | | Net Cash from Operating Activities | $148.7 | $43.5 | $452.7 | | Net Cash from Investing Activities | $(31.7) | $(164.0) | $(1,539.7) | | Net Cash from Financing Activities | $(66.0) | $(233.7) | $1,075.7 | Note 4—ACQUISITIONS This note details Trinseo's recent acquisitions, including Heathland B.V. in 2022 and Aristech Surfaces and Arkema's PMMA business in 2021, all contributing to the Engineered Materials segment - On January 3, 2022, the company acquired Heathland B.V., a European plastics recycler, for an estimated purchase price of $29.3 million, including cash and contingent consideration; the goodwill recorded was $22.8 million590596 - On September 1, 2021, the company acquired Aristech Surfaces, a PMMA sheet manufacturer, for $449.5 million597 - On May 3, 2021, the company acquired the PMMA business from Arkema S.A. for $1,364.9 million600 Note 7—RESTRUCTURING ACTIVITIES The company initiated multiple restructuring programs in 2022 and 2023, incurring $55.8 million in charges in 2023, primarily for closing styrene plants and PMMA lines to optimize assets and reduce costs Total Restructuring Charges (in millions) | Year | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | | Total Charges | $55.8 | $55.6 | $8.6 | - In 2023, the company announced an "Asset Optimization and Corporate Restructuring" plan, which included discontinuing styrene production in Terneuzen, Netherlands, and closing PMMA sheet plants/lines in Denmark, New Mexico, and Italy; this resulted in $54.4 million of charges in 2023612613 - In December 2022, the company announced an "Asset Restructuring Plan" to close the Boehlen, Germany styrene facility, a polycarbonate line in Stade, Germany, and the PMMA sheet site in Matamoros, Mexico; this plan incurred charges of $56.7 million in 2022 and $3.5 million in 2023616 Note 9—INCOME TAXES The company's 2023 effective tax rate was (11)%, with a $68.4 million provision for income taxes primarily due to a $163.7 million increase in valuation allowances against deferred tax assets in the U.S. and Switzerland Income Tax Provision and Effective Rate | Metric | 2023 | 2022 | | :--- | :--- | | Income (Loss) Before Taxes | $(632.9)M | $(469.6)M | | Provision for (Benefit from) Taxes | $68.4M | $(41.6)M | | Effective Tax Rate | (11)% | 9% | - The increase in tax provision in 2023 was primarily due to a $163.7 million increase in valuation allowances, mainly in the U.S. and Switzerland630 - Management established full valuation allowances against net deferred tax assets in its U.S. and Swiss subsidiaries in December 2023, citing cumulative losses and adverse economic conditions as evidence that realization is no longer more likely than not636 - As of December 31, 2023, the company had total valuation allowances of $278.3 million against its deferred tax assets633 Note 15—GOODWILL AND OTHER INTANGIBLE ASSETS The company's goodwill decreased to $63.8 million in 2023 due to a $349.0 million impairment charge for the Engineered Materials unit, triggered by challenging market conditions, following a similar impairment in 2022 Goodwill Balance by Segment (in millions) | Segment | Dec 31, 2022 | Impairment (2023) | Dec 31, 2023 | | :--- | :--- | :--- | :--- | | Engineered Materials | $348.9 | $(349.0) | $0.0 | | Plastics Solutions | $42.5 | $0.0 | $44.0 | | Latex Binders | $14.8 | $0.0 | $15.4 | | Polystyrene | $4.2 | $0.0 | $4.4 | | Total | $410.4 | $(349.0) | $63.8 | - In Q2 2023, the company recorded a goodwill impairment charge of $349.0 million for the Engineered Materials reporting unit, equal to its full carrying value661 - The impairment was triggered by persistent challenging operating conditions, customer destocking, weak demand, and a reduced forecast for near-term operating results661 - Other intangible assets, net of amortization, totaled $693.9 million as of December 31, 2023, primarily consisting of customer relationships ($378.9 million) and developed technology ($150.7 million)664 Note 17—LONG TERM DEBT & AVAILABLE FACILITIES As of December 31, 2023, Trinseo had $2.34 billion in total debt, having executed a significant refinancing in September 2023 to extend maturities, while facing restrictive covenants on its revolving credit facility Outstanding Debt as of Dec 31, 2023 (Carrying Amount, in millions) | Facility | Amount | | :--- | :--- | | 2029 Senior Notes (5.125%) | $447.0 | | 2025 Senior Notes (5.375%) | $115.0 | | 2028 Term Loan B (Variable) | $728.9 | | 2028 Refinance Term Loans (Variable) | $1,046.5 | | Other Indebtedness | $7.2 | | Total Debt | $2,344.6 | - In September 2023, the company entered into a $1,077.3 million senior secured term loan facility maturing in May 2028; proceeds were used to repay the 2024 Term Loan B and redeem $385.0 million of the 2025 Senior Notes673690707 - The company's $375.0 million 2026 Revolving Facility has a springing covenant that limits borrowing to 30% of capacity if the first lien net leverage ratio exceeds 3.50x; as of Dec 31, 2023, the ratio was 5.43x, limiting available funds to $98.4 million669671 Note 20—COMMITMENTS AND CONTINGENCIES This note details Trinseo's $1.21 billion in raw material purchase commitments and ongoing legal proceedings, including a class action lawsuit and regulatory actions related to the March 2023 Bristol chemical spill, and an arbitration dispute with Synthos - The company has raw material purchase commitments totaling $1.21 billion as of December 31, 2023, with $531.6 million due in 2024748749 - Following the March 2023 Bristol Spill, the company faces a putative class action lawsuit and regulatory actions from the US Coast Guard and Pennsylvania Department of Environmental Protection (PADEP); an accrual has been established for the estimated resolution, which is not expected to be material759760761 - Synthos S.A. initiated an arbitration dispute against Trinseo in October 2022 related to the 2021 sale of the rubber business, claiming improper disclosure of natural gas pricing for steam supply; Trinseo intends to vigorously defend itself763765766 - The company recorded an asset retirement obligation for the Boehlen, Germany site, with a remaining liability of $20.2 million as of December 31, 2023753754