What changed in Trinseo PLC's 2023 10-K compared to 2022?

Across the narrative sections we track, Trinseo PLC (TSE) added 325 paragraphs, removed 307, and edited 219 between the 2022 and 2023 10-K filings. The biggest movers are Item 7. Management's Discussion & Analysis (+195/−199), Item 1A. Risk Factors (+130/−108).

Did Trinseo PLC add new Risk Factors in the 2023 10-K?

Yes — Item 1A Risk Factors shows 130 new/edited paragraphs and 108 removed paragraphs versus the 2022 10-K.

What changed in Trinseo PLC's MD&A (Item 7) in 2023?

Item 7 Management's Discussion & Analysis shows 195 new/edited paragraphs and 199 removed paragraphs year-over-year. Read the side-by-side diff to see exactly which revenue, margin, and outlook commentary was rewritten.

Where does this TSE 10-K diff come from?

The source filings are Trinseo PLC's official 2022 and 2023 Form 10-K annual reports from SEC EDGAR. 10q10k.net parses each filing, aligns paragraphs by section (Item 1, 1A, 1C, 2, 3, 7, 7A), and highlights every added, removed and edited sentence side-by-side.

What changed in Trinseo PLC's 10-K — 2022 vs 2023

Paragraph-level year-over-year comparison of Trinseo PLC's 2022 and 2023 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2023 report.

+325 added−307 removedSource: 10-K (2024-02-23) vs 10-K (2023-02-27)

Top changes in Trinseo PLC's 2023 10-K

325 paragraphs added · 307 removed · 219 edited across 2 sections

Item 7. Management's Discussion & Analysis+195 / −199 · 136 edited
Item 1A. Risk Factors+130 / −108 · 83 edited

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

83 edited+47 added−25 removed113 unchanged

2022 filing

2023 filing

Biggest changeOur current level of indebtedness, as well as future borrowings or other indebtedness, could have significant consequences for our business, including but not limited to: ● increasing our vulnerability to economic downturns and adverse industry, competitive, or market conditions; ● requiring a substantial portion of our cash flows from operations to be dedicated to the payment of principal and interest on our indebtedness, therefore reducing our ability to use our cash flow to fund capital expenditures and future business opportunities and returning cash to our shareholders in the form of dividends or share repurchases; ● limiting our ability to obtain additional financing for working capital, capital expenditures, acquisitions, and general corporate or other purposes; ● compromising our flexibility to capitalize on business opportunities or other strategic acquisitions, and to react to competitive pressures, as compared to our competitors, or forcing us to make nonstrategic divestitures ; ● placing us at a disadvantage compared to other, less leveraged competitors or competitors with comparable debt at more favorable interest rates; and ● increasing our cost of borrowing. 29 Table of Contents Although the terms of our Credit Agreement, the credit agreement (the “2028 Refinance Credit Agreement”) governing our senior secured term loan facility of $1,077.3 million maturing in May 2028 (the “2028 Refinance Credit Facility”), and the indentures (the “Indentures”) governing our 5.375% senior notes due 2025 (the “2025 Senior Notes”), and our 5.125% senior notes due 2029 (the “2029 Senior Notes”) contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions and the indebtedness incurred in compliance with these restrictions could be substantial.

For more information regarding our indebtedness, please see Item 7— Management’s Discussion and Analysis of Financial Conditions and Results of Operations— Capital Resources, Indebtedness and Liquidity. The terms of our subsidiaries’ indebtedness may restrict our current and future operations, particularly our ability to respond to change or to take certain actions.

For more information regarding our indebtedness, see Item 7— Management’s Discussion and Analysis of Financial Conditions and Results of Operations— Capital Resources, Indebtedness and Liquidity. The terms of our subsidiaries’ indebtedness may restrict our current and future operations, particularly our ability to respond to change or to take certain actions.

Continued natural gas supply shortages, or a shutdown of natural gas supply from Russia, could lead to additional price increases, energy supply rationing, or temporary reduction in operations or closure of our manufacturing plants, which could have a material adverse impact on our business or results of operations.

Continued natural gas supply shortages, or a shutdown of natural gas supply from Russia, could lead to additional price increases, energy supply rationing, or temporary reduction in operations or closure of our European manufacturing plants, which could have a material adverse impact on our business or results of operations.

Risks Related to Regulation We are subject to customs, international trade, export control, and antitrust laws that could require us to modify our current business practices and incur increased costs. We are subject to numerous regulations, including customs and international trade laws, export/import control laws, and associated regulations.

Risks Related to Regulation and Compliance We are subject to customs, international trade, export control, and antitrust laws that could require us to modify our current business practices and incur increased costs. We are subject to numerous regulations, including customs and international trade laws, export/import control laws, and associated regulations.

These developments, or the perception that any of them could occur, may have a material adverse effect on global economic conditions or on the stability of global financial markets.

These developments, or the perception that any of them could occur, may have a material adverse effect on global economic conditions or on the stability of global markets.

The Company records accruals for legal matters which are both probable and estimable, and the Company believes that it has adequately accrued for ongoing legal matters as appropriate.

The Company records accruals for legal matters which are both probable and reasonably estimable, and the Company believes that it has adequately accrued for ongoing legal matters as appropriate.

The ability of our subsidiaries to comply with the covenants and financial ratios and tests contained in the Indentures and the Credit Agreement, to pay interest on indebtedness, fund working capital, and make anticipated capital expenditures depends on our future performance, which is subject to general economic conditions and other factors, some of which are beyond our control.

The ability of our subsidiaries to comply with the covenants, financial ratios and tests contained in the Credit Agreement, the 2028 Refinance Credit Agreement and the Indentures, to pay interest on indebtedness, fund working capital, and make anticipated capital expenditures depends on our future performance, which is subject to general economic conditions and other factors, some of which are beyond our control.

As a result, our gross profit and margins could also be adversely affected and our financial results may differ materially from our forecasts. We have supply agreements with Dow for ethylene, benzene, butadiene, and MMA, which are critical raw materials to our business.

As a result, our gross profit and margins could also be adversely affected and our financial results may differ materially from our forecasts. We have supply agreements with Dow for butadiene, and MMA, which are critical raw materials to our business.

Cyber-attacks or data security breaches could compromise confidential, private, business critical information or cause a failure in our computer or operating systems that may disrupt our operations. We have attractive information assets, including intellectual property, trade secrets and other sensitive, business critical information.

Cyber-attacks or data security breaches could compromise confidential, private, business critical information or cause a failure in our computer or operating systems that may disrupt our operations. We have valuable information assets, including intellectual property, trade secrets and other sensitive, business critical information.

If any of these laws or regulations were to change or were violated by our management, employees, suppliers, buying agents or 25 Table of Contents trading companies, the costs of certain goods could increase, or we could experience delays in shipments of our goods, be subject to fines or penalties, or suffer reputational harm, which could reduce demand for our products and hurt our business and negatively impact results of operations.

If any of these laws or regulations were to change or were violated by our management, employees, suppliers, buying agents or trading companies, the costs of certain goods could increase, or we could experience delays in shipments of our goods, be subject to fines or penalties, or suffer reputational harm, which could reduce demand for our products and hurt our business and negatively impact results of operations.

These agreements restrict, among other things, our subsidiaries’ ability to: ● sell or assign assets; 28 Table of Contents ● incur additional indebtedness; ● pay dividends to Trinseo PLC; ● make investments or acquisitions; ● incur liens; ● repurchase or redeem capital shares; ● engage in mergers or consolidations; ● materially alter the business they conduct; ● engage in transactions with affiliates; and ● consolidate, merge or transfer all or substantially all of their assets.

These agreements restrict, among other things, our subsidiaries’ ability to: ● sell or assign assets; ● incur additional indebtedness; ● pay dividends to Trinseo PLC; ● make investments or acquisitions; ● incur liens; ● repurchase or redeem capital shares; ● engage in mergers or consolidations; ● materially alter the business they conduct; ● engage in transactions with affiliates; and ● consolidate, merge or transfer all or substantially all of their assets.

Under the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) and similar statutes outside the U.S., the current or former owner or operator of a property contaminated by hazardous substance releases is subject to strict, unlimited, joint, several and retroactive liability for the investigation and remediation of the property, and also may be liable for natural resource damages associated with the releases.

Under the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) and similar statutes outside the U.S., the current or former owner or operator of a property contaminated by hazardous substance 28 Table of Contents releases is subject to strict, unlimited, joint, several and retroactive liability for the investigation and remediation of the property, and also may be liable for natural resource damages associated with the releases.

These potential risks of disruption include, but are not necessarily limited to: ● pipeline and storage tank leaks and ruptures; ● explosions and fires; ● inclement or extreme weather and natural disasters, which may be aggravated by climate change; ● disease outbreaks, epidemics or pandemics, and government responses thereto, which may impact our employees or those of our suppliers or transportation providers; ● terrorist attacks; ● cyber-attacks; ● failure of mechanical systems, computer systems, process safety and pollution control equipment; ● failures or delays in properly implementing new technologies and processes; ● chemical spills and other discharge or releases of toxic or hazardous substances or gases; and ● exposure to toxic chemicals.

In addition, we face the risk that future claims might fall partially or fully outside of the scope of the indemnity, particularly if there is a release of hazardous materials that occurs in the future or at any time 27 Table of Contents after our separation from Dow or if the condition requiring remediation is attributable to a combination of events or operations occurring prior to and after our separation from Dow.

In addition, we face the risk that future claims might fall partially or fully outside of the scope of the indemnity, particularly if there is a release of hazardous materials that occurs in the future or at any time after our separation from Dow or if the condition requiring remediation is attributable to a combination of events or operations occurring prior to and after our separation from Dow.

Capital projects and other growth investments may have lengthy deadlines during which market conditions may deteriorate between the capital expenditure’s approval date and the conclusion of the project, negatively impacting projected returns. Cost-saving measures and capital allocation priorities may impact our decision whether to undertake or delay the start of certain capital projects in the near future.

Capital projects and other growth investments may have lengthy deadlines during which market conditions may deteriorate between the capital expenditure’s approval date and the conclusion of the project, negatively impacting projected returns. Cost-saving measures, capital allocation priorities and elevated borrowing costs may impact our decision whether to undertake or delay the start of certain capital projects in the near future.

Our ability to develop, manufacture or sell products and technology outside of these defined areas may be impeded by the intellectual property rights that have been retained by Dow, which could adversely affect our business, financial condition and results of operations. Additionally, infringement on these intellectual property rights could also impact our business and competitive position.

For more information regarding our indebtedness, please see Item 7— Management’s Discussion and Analysis of Financial Conditions and Results of Operations— Capital Resources, Indebtedness and Liquidity. Risks Related to Litigation We are party to certain legal proceedings, and may be subject to additional litigation, arbitration or legal proceedings in the future.

For more information regarding our indebtedness, please see Item 7— Management’s Discussion and Analysis of Financial Conditions and Results of Operations— Capital Resources, Indebtedness and Liquidity. 30 Table of Contents Risks Related to Litigation We are party to certain legal proceedings, and may be subject to additional litigation, arbitration or legal proceedings in the future.

The undetected, unremedied, or unauthorized use of our intellectual property rights or the legitimate development or acquisition of intellectual property that is similar to or competes with ours by third parties could reduce or eliminate the 30 Table of Contents competitive advantage we have as a result of our intellectual property, adversely affecting our financial condition and results of operations.

The undetected, unremedied, or unauthorized use of our intellectual property rights or the legitimate development or acquisition of intellectual property that is similar to or competes with ours by third parties could reduce or eliminate the competitive advantage we have as a result of our intellectual property, adversely affecting our financial condition and results of operations.

Instability and uncertainty in financial and commodity markets throughout the world may cause, among other things, severely diminished liquidity and credit availability, rating downgrades of certain investments and declining valuations and pricing volatility of others, volatile energy and raw material costs, geopolitical issues and failure and the potential failure of major financial institutions.

Instability and uncertainty in financial and commodity markets throughout the world may cause, 34 Table of Contents among other things, severely diminished liquidity and credit availability, rating downgrades of certain investments and declining valuations and pricing volatility of others, volatile energy and raw material costs, geopolitical issues and failure and the potential failure of major financial institutions.

Accordingly, holders of our shares may have more difficulty protecting their interests than would holders of securities of a corporation incorporated in a jurisdiction of the U.S. Provisions of our articles of association and Irish law could delay or prevent a takeover of us by a third party.

Accordingly, holders of our shares may have more difficulty protecting their interests than would holders of securities of a corporation incorporated in a jurisdiction of the U.S. 33 Table of Contents Provisions of our articles of association and Irish law could delay or prevent a takeover of us by a third party.

If disruptions occur, alternative facilities with sufficient capacity or capabilities may not be available, may cost substantially more or may take a significant time to start production. Each of these scenarios could negatively affect our 22 Table of Contents business and financial performance.

Therefore, any such disruptions to our operations or violations of data privacy laws could negatively impact our reputation and results of operations. 31 Table of Contents Risks Related to our Information Systems The implementation of a new enterprise resource planning system could cause disruption to our operations.

Therefore, any such disruptions to our operations or violations of data privacy laws could negatively impact our reputation and results of operations. Risks Related to our Information Systems The implementation of a new enterprise resource planning system could cause disruption to our operations.

As these and other third-party supply agreements expire, we may be unable to renegotiate or 21 Table of Contents renew these contracts, or obtain new long-term supply agreements on terms comparable or favorable to us, or at all, which may significantly impact our operations. See Item 1—Business— Sources and Availability of Raw Materials.

As these and other third-party supply agreements expire, we may be unable to renegotiate or renew these contracts, or obtain new long-term supply agreements on terms comparable to us, or at all, which may significantly impact our operations. See Item 1— Business— Sources and Availability of Raw Materials .

Regulatory and statutory changes applicable to our raw materials and products and our customers’ products, including those related to climate change and sustainability, and consumer preferences could require material expenditures, changes in our operations and could adversely affect our financial condition and results of operations.

Regulatory and statutory changes, including those related to climate change and sustainability, applicable to our raw materials and products or our customers’ products, or changes to consumer preferences or public perception, could require material expenditures, changes in our operations and could adversely affect our financial condition and results of operations .

Our results of operations can be directly affected, positively and negatively, by volatility in the cost of our raw materials, which are subject to global supply and demand and other factors beyond our control. Our principal raw materials (benzene, ethylene, butadiene, BPA, MMA, and styrene) together represent approximately 45% of our total cost of goods sold.

Our results of operations can be directly affected, positively and negatively, by volatility in the cost of our raw materials, which are subject to global supply and demand and other factors beyond our control. Our principal raw materials (butadiene, BPA, MMA, and styrene) together represent approximately 31% of our total cost of goods sold.

The main currency to which we are exposed is the euro, as approximately 54% of our net sales were generated in Europe in 2022. To a lesser degree, we are also exposed to other currencies, including, among others, the Chinese yuan, South Korean won, Swiss franc, and New Taiwan dollar.

The main currency to which we are exposed is the euro, as approximately 53% of our net sales were generated in Europe in 2023. To a lesser degree, we are also exposed to other currencies, including, among others, the Chinese yuan, South Korean won, Swiss franc, and New Taiwan dollar.

We plan to continue to prioritize investments in higher growth, higher margin and lower earnings volatility areas such as Engineered Materials and CASE applications, and to deemphasize the more volatile, lower growth assets in our portfolio.

We plan to continue to prioritize investments in higher growth, higher margin and lower earnings volatility areas such as Engineered Materials and CASE applications, products containing recycled materials, and to deemphasize the more volatile, lower growth assets in our portfolio.

Moreover, bans on single-use plastic and similar regulatory actions to reduce plastic waste and consumer preferences for sustainable and recyclable materials may reduce the demand for some of our products over time.

Moreover, bans on single-use plastic, restrictions on microplastics and similar regulatory actions to reduce plastic waste and influence consumer preferences for sustainable and recyclable materials may reduce the demand for some of our products over time.

Downturns in general economic conditions can cause fluctuations in demand for our products, product prices, volumes and margins. Rising inflation and interest rates, turbulence in the credit markets, fluctuating commodity prices, volatile exchange rates and other challenges affecting the global economy can affect us and our customers.

Downturns in general economic conditions can cause fluctuations in demand for our products, product prices, volumes and margins. Rising inflation and interest rates, recessions, turbulence in the credit markets, fluctuating commodity prices, volatile exchange rates, social and political instability and other challenges affecting the global economy can affect us and our customers.

For the year ended December 31, 2022, we received dividends of $95.0 million from our Americas Styrenics joint venture. We may enter into additional joint ventures in the future. The nature of a joint venture requires us to share control with unaffiliated third parties.

For the year ended December 31, 2023, we received dividends of $65.0 million from our Americas Styrenics joint venture. We may enter into additional joint ventures in the future. The nature of a joint venture requires us to share control with unaffiliated third parties.

Prior to the Dow Separation, we were operated by Dow, which has provided and continues to provide services under certain agreements that are important to our business. We are a party to (i) SAR SSAs,; (ii) supply and sales 29 Table of Contents agreements; and (iii) the AR MOD5 Agreement.

We may selectively pursue other complementary acquisitions and joint ventures, which inherently involves a number of risks and presents financial, managerial and operational challenges, including, but not limited to: ● potential disruption of our ongoing business and the distraction of our management; ● difficulty retaining key employees or with integration of personnel and financial and other systems; ● difficulty maintaining relationships with customers; ● hiring additional management and other critical personnel; ● generating expected cost savings and synergies from the acquisition; and ● increasing the scope, geographic diversity and complexity of our operations.

We may selectively pursue collaboration agreements, joint ventures or complimentary acquisitions which inherently involves a number of risks and presents financial, managerial and operational challenges, including, but not limited to: ● potential disruption of our ongoing business and the distraction of our management; ● difficulty retaining key employees or with integration of personnel and financial and other systems; ● difficulty maintaining relationships with customers; 25 Table of Contents ● hiring additional management and other critical personnel; ● generating expected cost savings and synergies from the acquisition; and ● increasing the scope, geographic diversity and complexity of our operations.

Volatility in the cost of raw materials or disruption in the supply of the raw materials utilized for our products, may adversely affect our financial condition and results of operations or cause our financial results to differ materially from our forecasts.

Volatility in the cost of raw materials , disruption in the supply of raw materials, may adversely affect our financial condition and results of operations or cause our financial results to differ materially from our forecasts.

In addition, a breach of any of the covenants in the Credit Agreement or Indentures or our inability to comply with the required financial ratios or limits could result in a default.

In addition, a breach of any of the covenants in the Credit Agreement, 2028 Refinance Credit Agreement or Indentures, or our inability to comply with the required financial ratios, tests or limits could result in a default.

These raw materials and other less critical materials amount to approximately 18% of our total raw materials acquired in 2022, based on aggregate purchase price. The remainder is purchased via other third-party suppliers on a global basis.

These raw materials and other less critical materials amount to approximately 21% of our total raw materials acquired in 2023, based on aggregate purchase price. The remainder is purchased via other third-party suppliers on a global basis.

While Dow has agreed to indemnify us for liability for releases of hazardous materials that occurred prior to our separation from Dow, the indemnity is subject to monetary and temporal limitations. The period for new claims at these sites has expired. Later-acquired sites are subject to a different limitations period.

Also, we are not prevented from incurring obligations that do not constitute “indebtedness” as defined in the Senior Credit Facility or the Indentures, such as operating leases and trade payables. If new debt is added to our subsidiaries’ current debt levels, the risks related to indebtedness that we now face could intensify.

Also, we are not prevented from incurring obligations that do not constitute “indebtedness” as defined in the related agreements such as operating leases and trade payables. If new debt is added to our subsidiaries’ current debt levels, the risks related to indebtedness that we now face could intensify.

Depending on market conditions at the time of any such termination, we may not be able to enter into substitute arrangements in a timely manner, on terms as favorable to us or at all. For more information regarding our relationship with Dow, please see Item 1— Business — Our Relationship with Dow .

Depending on market conditions at the time of any such termination, we may not be able to enter into substitute arrangements in a timely manner. For more information regarding our relationship with Dow, please see Item 1— Business — Our Relationship with Dow .

Our international operations are subject to risks inherent in doing business in foreign countries, including, but not necessarily limited to: ● new and different legal and regulatory requirements in local jurisdictions, or changes to rules and regulations with minimal advance notice; ● uncertainties regarding interpretation and enforcement of laws and regulations; ● variation in political and economic policy of the local governments and social conditions; ● tariffs, export duties, or import quotas; ● domestic and foreign customs and tariffs or other trade barriers; ● restrictive labor and employment laws; ● potential staffing difficulties and labor disputes; ● managing and obtaining support and distribution for local operations; ● increased costs of transportation or shipping; ● credit risk and financial conditions of local customers and distributors; ● potential difficulties in protecting intellectual property; ● risk of nationalization of private enterprises by foreign governments; ● potential imposition of restrictions on investments; ● potentially adverse tax consequences, including imposition or increase of withholding and other taxes on remittances and other payments by subsidiaries; ● legal restrictions on doing business in or with certain nations, certain parties and/or certain products; ● foreign currency exchange restrictions and fluctuations; and ● local economic, political and social conditions, including the possibility of hyperinflationary conditions and political instability.

We have entered into certain commodity swap agreements to protect against fluctuations in energy prices, including natural gas, and we may continue to enter into commodity swaps, forward contracts, or options from time to time. Our hedges against energy price volatility could adversely impact our results of operations.

In the past we have entered into certain commodity swap agreements to protect against fluctuations in energy prices, including natural gas, some of which have generated losses when prices stabilized. We may continue to enter into commodity swaps, forward contracts, or options from time to time. Our hedges against energy price volatility could adversely impact our results of operations.

The Indentures and the Credit Agreement contain a number of covenants imposing certain restrictions on our subsidiaries’ businesses. These restrictions may affect our ability to operate our business and may limit our ability to take advantage of business opportunities.

Our credit, debt and refinance agreements contain a number of covenants imposing certain restrictions on our subsidiaries’ businesses. These restrictions may affect our ability to operate our business and may limit our ability to take advantage of business opportunities.

In December 2022, we announced approval of an asset restructuring plan designed to reduce costs, improve profitability, and reduce exposure to cyclical markets and elevated natural gas prices, which includes (i) closure of manufacturing operations at our styrene production facility in Boehlen, Germany, (ii) closure of one of our production lines at our Stade, Germany polycarbonate plant, (iii) closure of our PMMA sheet manufacturing site in Matamoros, Mexico and (iv) reduction of SB latex capacity at our Hamina, Finland plant.

Since 2022 we have announced certain restructuring programs associated with our strategic transformation, adoption of cost reduction actions designed to improve profitability. 21 Table of Contents In December 2022, we announced approval of an asset restructuring plan designed to reduce costs, improve profitability, and reduce exposure to cyclical markets and elevated natural gas prices, which includes (i) closure of manufacturing operations at our styrene production facility in Boehlen, Germany, (ii) closure of one of our production lines at our Stade, Germany polycarbonate plant, (iii) closure of our PMMA sheet manufacturing site in Matamoros, Mexico and (iv) reduction of SB latex capacity at our Hamina, Finland plant.

Suppliers may have temporary limitations preventing them from meeting our requirements, and we may not be able to obtain substitute alternative suppliers in a timely manner or on favorable terms. Increased energy costs and supply constraints, including as a result of the ongoing conflict in Ukraine, could adversely impact our results of operations.

Suppliers may have temporary limitations preventing them from meeting our requirements, and we may not be able to obtain substitute alternative suppliers in a timely manner. Increased energy costs, shipping costs and supply constraints, including as a result of ongoing global conflicts, could adversely impact our results of operations.

During any period of uncertainty or heightened market volatility, consumer confidence may decline which could lead to a decline in demand for our products or a shift to lower-margin products, which could adversely affect sales of our products and our profitability and could also result in impairments of certain of our assets.

During any period of uncertainty or heightened market volatility, consumer confidence may decline which could lead to a decline in demand for our products or a shift to lower-margin products, which could adversely affect sales of our products and profitability, result in impairments of certain of our assets, and could negatively impact our business, liquidity, financial condition and results of operations.

If any such dispositions were to occur, under the terms of our senior secured credit agreement (the “Credit Agreement”) governing our senior secured financing facility of up to $1,075.0 million (the “Senior Credit Facility”) and the indentures governing our $500.0 million aggregate principal of 5.375% senior notes due 2025 (the “2025 Senior Notes”), and our $447.0 million aggregate principal of 5.125% senior notes due 2029 (the “2029 Senior Notes”), we may be required to apply the proceeds of the sale to repay any borrowings under our Senior Credit Facility, our 2025 Senior Notes or our 2029 Senior Notes.

If any such dispositions were to occur, under the terms of our senior secured credit agreement (the “Credit Agreement”) governing our senior secured financing facility of up to $1,075.0 million (the “Senior Credit Facility”), the credit agreement (the “2028 Refinance Credit Agreement”) governing our senior secured term loan facility of $1,077.3 million maturing in May 2028 (the “2028 Refinance Credit Facility”), and the indentures (the “Indentures”) governing our 5.375% senior notes due 2025 (the “2025 Senior Notes”), and our 5.125% senior notes due 2029 (the “2029 Senior Notes”), we may be required to apply the proceeds of the sale to repay any borrowings under our Senior Credit Facility, 2028 Refinance Credit Facility, and our 2025 Senior Notes or our 2029 Senior Notes.

We may engage in other future strategic acquisitions or dispositions of certain assets and/or businesses that could affect our business, results of operations, financial condition and liquidity.

Such conditions could materially adversely impact our business and results of operations. We may engage in other future strategic disposition or acquisitions of certain assets and/or businesses that could affect our business, results of operations, financial condition and liquidity.

We have taken steps toward executing on our strategy to transform the Company to a specialty materials and sustainable solutions provider, including the PMMA Acquisition, Aristech Surfaces Acquisition and the sale of our synthetic rubber business (“Rubber Business”).

Risks Related to Our Operations We are subject to risks associated with our strategy to transform to a specialty materials and sustainable solutions provider. We have taken steps toward executing on our strategy to transform the Company to a specialty materials and sustainable solutions provider, including the PMMA Acquisition, Aristech Surfaces Acquisition and the sale of our synthetic rubber business.

Deterioration in the financial and credit market heightens the risk of customer bankruptcies and delay in payment. We are unable to predict the duration of the current economic conditions or their effects on financial markets, our business and results of operations. If economic conditions deteriorate, our results of operations, financial condition and cash flows could be materially adversely affected.

Adverse events affecting the health of the economy, including recessionary conditions, sovereign debt and economic crises, refugee crises, disease pandemics, terrorism, protectionism, tariffs, and the threat of war, could have a negative impact on the health of the global economy.

Adverse events affecting the health of the economy, including recessionary conditions, inflation, rising interest rates, sovereign debt and economic crises, natural disasters, refugee crises, disease epidemics or pandemics, political unrest, terrorism, protectionism, tariffs, and war or the threat of war, could have a negative impact on the health of the global economy.

Differences in views among joint venture participants and our inability to unilaterally implement sales and production strategies or determine cash distributions from joint ventures may significantly impact short-term and longer-term financial results, financial condition and the value of our ordinary shares. We may be unable to achieve cost savings and other benefits from our restructuring activities and business excellence initiatives.

We are currently in the process of a multi-year transition to a new enterprise resource planning (“ERP”) system, which will replace most of our core financial systems, and which is expected to occur in phases over the next several years.

In addition, in some areas we benefit from certain trade protections, including anti-dumping protection and the EU’s Authorized Economic Operator program, which provides expedited customs treatment for materials crossing national borders. If we were to lose these protections, our results of operations could be adversely affected.

Fluctuations in currency exchange rates may significantly impact our results of operations and may significantly affect the comparability of our results between financial periods. Our operations are conducted by subsidiaries in many countries.

Our inability to compete in these markets could have a material effect on our financial condition and results of operations. Fluctuations in currency exchange rates may significantly impact our results of operations and may significantly affect the comparability of our results between financial periods. Our operations are conducted by subsidiaries in many countries.

We are subject to the Irish Takeover Rules, under which our board of directors will not be permitted to take any action which might frustrate an offer for our ordinary shares once it has received an approach which may lead to an offer or has reason to believe an offer is imminent. 32 Table of Contents As an Irish public limited company, certain capital structure decisions regarding the Company will require the approval of shareholders, which may limit the Company’s flexibility to manage its capital structure.

We may be subject to claims with respect to workplace exposure, workers’ compensation and other health and safety matters. Legal claims and regulatory actions could subject us to both civil and criminal penalties, which could affect our reputation as well as our results of operations, financial condition, and liquidity.

Legal claims and regulatory actions could subject us to both civil and criminal penalties, which could affect our reputation as well as our results of operations, financial condition, and liquidity.

Risks Related to Our Ordinary Shares Irish law differs from the laws in effect in the U.S. and may afford less protection to holders of our securities than U.S. companies.

In addition, the eventual implementing of a new ERP system may require significant resources and refinement to fully realize the expected benefits of the system. Risks Related to Our Ordinary Shares Irish law differs from the laws in effect in the U.S. and may afford less protection to holders of our securities than companies formed in the U.S.

This legislation may impact our sales and place more importance on our initiatives to further develop technologies for recycled products. Additionally, these regulatory regimes currently require significant compliance expenditures and future regulatory changes applicable to our raw materials and products or our customers’ products, could require significant additional expenditures or changes in our operations.

Additionally, these regulatory regimes currently require significant compliance expenditures and future regulatory changes applicable to our raw materials and products or our customers’ products, could require significant additional expenditures or changes in our operations.

Furthermore, if we need additional capital for general corporate purposes or to execute on an expansion strategy, there can be no assurance that this capital will be available on satisfactory terms or at all. A failure to repay amounts owed under the Senior Credit Facility, our 2029 Senior Notes or 2025 Senior Notes at maturity would result in a default.

The ongoing conflict between Russia and Ukraine has impacted global energy markets, particularly in Europe, leading to high volatility and increased prices for natural gas and other energy supplies.

The ongoing war between Russia and Ukraine has impacted 22 Table of Contents global energy markets, particularly in Europe, leading to high volatility and increased prices for natural gas and other energy supplies. Reductions in the supply of natural gas from Russia to Europe led to supply shortages in Europe which may continue for the foreseeable future.

Changes to existing regulations could result in additional compliance 26 Table of Contents costs, seizures, confiscations, recall or monetary fines, any of which could prevent or inhibit the development, distribution and sale of our products.

An increasing number of countries continue to adopt similar requirements, which could require significant compliance expenditures or changes to our sales and marketing strategies and operations. Changes to existing regulations could result in additional compliance costs, seizures, confiscations, recall or monetary fines, any of which could prevent or inhibit the development, distribution and sale of our products.

We cannot be certain that Dow will fully honor the indemnity or that the indemnity will be sufficient to satisfy all claims that we may incur. Any active remedial projects on our properties which were part of the Dow Separation are being performed by Dow pursuant to its indemnification obligations.

Any active remedial projects on our properties which were part of the Dow Separation are being performed by Dow pursuant to its indemnification obligations.

Risks Related to Our Indebtedness Our current and future level of indebtedness of our subsidiaries could adversely affect our financial condition. As of December 31, 2022, our indebtedness totaled approximately $2.3 billion.

The Company believes it has set adequate reserves for all remediation projects it is currently undertaking. Risks Related to Our Indebtedness Our current and future level of indebtedness of our subsidiaries could adversely affect our financial condition. As of December 31, 2023, our indebtedness totaled approximately $2.3 billion.

Risks Related to Acquisitions and Dispositions We may not be successful in the proposed divestiture of our styrenics businesses. In July 2022, we announced our decision to pause the sale of our styrenics businesses, which launched in January 2022.

Risks Related to Acquisitions and Dispositions We may not be successful in the proposed divestiture of our styrenics businesses. We continue to explore strategic alternatives related to our styrenics business.

If we were unable to stay within a project’s overall timeline or budget, or if market conditions change, it could materially and adversely affect our business, financial condition, results of operations and cash flows. 24 Table of Contents If we are not able to continue the technological innovation and successful commercial introduction of new products, our customers may turn to other producers to meet their requirements.

For example, the U.S. and China maintain certain trade policies and tariffs on imported products, which have resulted in shifting trade flows and increased costs for raw materials and finished goods. Uncertainty over global tariffs has and may continue to delay purchasing decisions by our customers as they assess the impact of such trade policies on their business.

Uncertainty over global tariffs has and may continue to delay purchasing decisions by our customers as they assess the impact of such trade policies on their business.

Our inability to meet investor, industry or stakeholder sustainability goals could materially impact our financial condition and results of operations. Materials such as acrylonitrile, ethylbenzene, styrene, butadiene, BPA, MMA, and halogenated flame retardant are used in the manufacturing of our products and have come under scrutiny due to potentially significant or perceived health and safety concerns.

Materials such as acrylonitrile, ethylbenzene, styrene, butadiene, bisphenol-A (“BPA”), methyl methacrylate (“MMA”), UV-stabilizers, and halogenated flame retardant and others are used in the manufacturing of our products and have come under scrutiny due to potentially significant or perceived health and safety concerns.

Our customers may introduce new generations of their own products or require new technological and increased performance specifications that would require us to develop customized products. Our future growth will depend on our ability to predict and react to changes in key end markets, and to successfully develop, manufacture and market products in such changing end markets.

Our future growth will depend on our ability to predict and react to changes in key end markets, and to successfully develop, manufacture and market products in such changing end markets.

We may fail to realize the anticipated benefits of recent acquisitions or such benefits may take longer to realize than expected, and we may encounter difficulty integrating these businesses into our operations. We may also be required to incur impairment and other charges, which would adversely affect our operating results.

We may also be required to incur impairment and other charges, which would adversely affect our operating results. Our ability to realize the anticipated benefits of acquisitions will depend on our ability to successfully integrate the underlying businesses into ours.

Any of the foregoing could cause us to incur significant costs and prevent us from selling our products and could have an adverse effect on our financial condition and results of operations.

Any of the foregoing could cause us to incur significant costs and prevent us from selling our products and could have an adverse effect on our financial condition and results of operations. 32 Table of Contents Risks Related to Data Security Data security breaches could compromise sensitive information related to our business or the private information of our employees, vendors, and customers, which could adversely affect our business and our reputation.

From time to time, we enter into foreign exchange forward 34 Table of Contents contracts to hedge fluctuations associated with certain monetary assets and liabilities, primarily accounts receivable, accounts payable and certain intercompany obligations.

We incur currency translation risk whenever we enter into either a purchase or sale transaction using a currency other than the local currency of the transacting entity. From time to time, we enter into foreign exchange forward contracts to hedge fluctuations associated with certain monetary assets and liabilities, primarily accounts receivable, accounts payable and certain intercompany obligations.

While the sale of our styrenics businesses remains an integral part of our transformation strategy, we cannot estimate when economic conditions and capital markets will sufficiently improve to allow us to restart the sale process.

While the divestiture of our styrenics businesses remains a key part of our transformation strategy, we cannot estimate whether economic conditions and capital markets will sufficiently improve to allow us to successfully complete a sale of all or a portion of our styrenics business, locate an adequate buyer or buyers, or negotiate terms of a sale acceptable to the Company.

Production at our manufacturing facilities could be disrupted for a variety of reasons. Disruptions could expose us to significant losses or liabilities. The hazards and risks of disruption associated with chemical manufacturing and the related storage and transportation of raw materials, products and wastes exist in our operations and the operations of other occupants with whom we share manufacturing sites.

There are hazards and risks of disruption inherent in chemical manufacturing and the related storage and transportation of raw materials, products and wastes which exist in our operations and the operations of other occupants with whom we share manufacturing sites.

Additionally, as of December 31, 2022, we had $354.7 million (net of $20.3 million outstanding letters of credit) of funds available for borrowing under our Senior Credit Facility, as well as $150.0 million of funds available for borrowing under our accounts receivable securitization facility.

Additionally, as of December 31, 2023, we had $98.4 million (net of $24.1 million outstanding letters of credit) of funds available for borrowing under our senior secured credit agreement (the “Credit Agreement”) governing our senior secured financing facility of up to $1,075.0 million (the “Senior Credit Facility”), as well as $113.5 million of funds available for borrowing under our accounts receivable securitization facility.

We may not be successful in developing and implementing policies and strategies to address the foregoing factors in a timely and effective manner at each location where we do business. Consequently, the occurrence of one or more of the foregoing factors could have a material adverse effect on our international operations or upon our financial condition and results of operations.

Consequently, the occurrence of one or more of the foregoing factors could have a material adverse effect on our international operations or upon our financial condition and results of operations. Our operations in developing markets could expose us to political, economic and regulatory risks that are greater than those we may face in established markets.

Our acquisition and joint venture strategy may not be successfully received by customers or other stakeholders, and we may not realize any anticipated benefits from these other acquisitions or joint ventures. 24 Table of Contents We previously announced the Company’s initiation of a formal process to divest our styrenics businesses, which we paused in 2022 and intend to restart when economic conditions improve.

Legal claims and regulatory actions could subject us to both civil and criminal penalties, which could affect our product sales, reputation and profitability. Furthermore, the environmental, health and safety compliance, management systems, and emergency response and crisis management plans we have in place may not address or foresee all potential risks or causes of disruption.

Systems in place to manage environmental, health and safety compliance, and our emergency response and crisis management plans may not address or foresee all potential risks or causes of disruption, or sufficiently address the impacts of such incidents on our employees, customers or the communities in which our plants reside.

The extent to which the COVID-19 pandemic will continue to impact our business, financial condition and results of operations could be material. The COVID-19 pandemic has created significant worldwide social and economic volatility and weakened economic conditions in the countries in which we operate.

In addition, the COVID-19 pandemic created significant worldwide social and economic volatility, leading to supply chain disruptions, increased transportation costs, and other negative consequences, and a similar disease outbreak or pandemic could negatively impact the economies in the countries in which we operate and adversely impact our business, liquidity, financial condition and results of operations.

If we are not able to continue the technological innovation and successful commercial introduction of new products, our customers may turn to other producers to meet their requirements. Our industry and the end markets into which we sell our products experience periodic technological changes and ongoing product improvements.

Our industry and the end markets into which we sell our products experience periodic technological changes and ongoing product improvements. Our customers may introduce new generations of their own products or require new technological and increased performance specifications that would require us to develop customized products.

Global trade conflicts and the imposition of tariffs may have a material adverse impact on our business and results of operations. Various governments have adopted new approaches to their trade policies seeking to renegotiate, or potentially terminate, certain existing bilateral or multi-lateral trade agreements and implement new tariff schedules.

Various governments have adopted new approaches to their trade policies seeking to renegotiate, or potentially terminate, certain existing bilateral or multi-lateral trade agreements and implement new tariff schedules. For example, the U.S. and China maintain certain trade policies and tariffs on imported products, which have resulted in shifting trade flows and increased costs for raw materials and finished goods.

If the implementation of the ERP system does not proceed as expected, it could impede our ability to accurately maintain financial records and share financial data across the company. Failure to successfully implement the ERP system as planned, or if the ERP system does not operate as intended, could negatively impact the effectiveness of our internal control over financial reporting.

If the implementation of the ERP system does not restart, or not proceed as expected, or does not operate as intended, could negatively impact the effectiveness of our internal control over financial reporting. Any of these types of disruptions could have a negative effect on our business, operating results, and financial condition.

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Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

136 edited+59 added−63 removed114 unchanged

2022 filing

2023 filing

Biggest changeEffective interest rates for the borrowings included in the table below exclude the impact of deferred financing fee amortization, certain other fees charged to interest expense (such as fees for unused commitment fees during the period), and the impacts of derivatives designated as hedging instruments. As of and for the Year Ended As of and for the Year Ended December 31, 2022 December 31, 2021 Effective Effective Interest Interest Interest Interest ($ in millions) Balance Rate Expense Balance Rate Expense Senior Credit Facility 2024 Term Loan B $ 663.4 3.9 % $ 29.1 $ 670.4 2.1 % $ 20.6 2028 Term Loan B 735.9 4.2 % 34.7 742.8 2.6 % 15.2 2026 Revolving Facility — — % 1.8 — — % 2.1 2029 Senior Notes 447.0 5.1 % 24.8 450.0 5.1 % 19.0 2025 Senior Notes 500.0 5.4 % 25.8 500.0 5.4 % 20.7 Accounts Receivable Securitization Facility — — % 1.4 — 2.0 % 1.8 Other indebtedness* 7.4 5.1 % 0.1 5.6 2.2 % — Total $ 2,353.7 $ 117.7 $ 2,368.8 $ 79.4 *For the year ended December 31, 2021, interest expense on “Other indebtedness” totaled less than $0.1 million.

Biggest changeEffective interest rates for the borrowings included in the table below exclude the impact of deferred financing fee amortization, certain other fees charged to interest expense (such as fees for unused commitment fees during the period), and the impacts of derivatives designated as hedging instruments. As of and for the Year Ended As of and for the Year Ended December 31, 2023 December 31, 2022 Effective Effective Interest Interest Interest Interest ($ in millions) Balance Rate Expense Balance Rate Expense 2029 Senior Notes $ 447.0 5.1 % $ 24.8 $ 447.0 5.1 % $ 24.8 2025 Senior Notes 115.0 5.4 % 21.4 500.0 5.4 % 25.8 Senior Credit Facility 2024 Term Loan B — — % 34.1 663.4 3.9 % 29.1 2028 Term Loan B 728.9 8.2 % 59.9 735.9 4.2 % 34.7 2026 Revolving Facility — — % 2.3 — — % 1.8 2028 Refinance Term Loans 1,046.5 13.8 % 50.4 — — % — Accounts Receivable Securitization Facility — — % 1.3 — — % 1.4 Other indebtedness 7.2 — % 0.4 7.4 5.1 % 0.1 Total $ 2,344.6 $ 194.6 $ 2,353.7 $ 117.7 Our Senior Credit Facility includes the 2026 Revolving Facility, which matures in May 2026 and has a borrowing capacity of $375.0 million.

Investing Activities Net cash used in investing activities from continuing operations during the year ended December 31, 2022 totaled $163.2 million, which was primarily attributable to net cash paid for asset or business acquisitions of $22.2 million (see Note 4 in the consolidated financial statements), and capital expenditures of $148.2 million, including cash spent for our ongoing enterprise resource planning system upgrade.

Net cash used in investing activities from continuing operations during the year ended December 31, 2022 totaled $163.2 million, which was primarily attributable to net cash paid for asset or business acquisitions of $22.2 million (see Note 4 in the consolidated financial statements), and capital expenditures of $148.2 million, including cash spent for our ongoing enterprise resource planning system upgrade.

Our principal strategy in managing exposure to changes in foreign currency exchange rates is to naturally hedge the foreign currency-denominated liabilities on our consolidated balance sheets against corresponding assets of the same currency such that any changes in liabilities due to fluctuations in exchange rates are offset by changes in their corresponding foreign currency assets.

By entering into these forward contracts, which are designated as cash flow hedges, the Company buys a designated amount of U.S. dollars and sells euros at the prevailing market rate to mitigate the risk associated with the fluctuations in the euro-to-U.S. dollar foreign currency exchange rate.

These Notes may be redeemed prior to their maturity at the option of the Company under certain circumstances at specific redemption prices. Refer to Note 12 in the consolidated financial statements for further information. We also continue to maintain our Accounts Receivable Securitization Facility, which matures in November 2024 and has an outstanding borrowing capacity of $150.0 million.

These Notes may be redeemed prior to their maturity at the option of the Company under certain circumstances at specific redemption prices. Refer to Note 17 in the consolidated financial statements for further information. We also continue to maintain our Accounts Receivable Securitization Facility, which matures in November 2024 and has an outstanding borrowing capacity of $150.0 million.

Through December 31, 2022, we have continued to assess the recoverability of certain assets, and concluded there are no additional significant events or circumstances identified by management that would indicate these assets are not recoverable. However, the current environment is subject to changing market conditions and requires significant management judgment to identify the potential impact to our assessment.

Through December 31, 2023, we have continued to assess the recoverability of certain assets, and concluded there are no additional significant events or circumstances identified by management that would indicate these assets are not recoverable. However, the current environment is subject to changing market conditions and requires significant management judgment to identify the potential impact to our assessment.

As of December 31, 2022, the Accounts Receivable Securitization Facility incurs fixed interest charges of 1.65% on outstanding borrowings plus variable commercial paper rates which vary by month and by currency, as outstanding balances can be denominated in euros and U.S. dollars, as well as fixed charges of 0.80% on available, but undrawn commitments.

As of December 31, 2023, the Accounts Receivable Securitization Facility incurs fixed interest charges of 1.65% on outstanding borrowings plus variable commercial paper rates which vary by month and by currency, as outstanding balances can be denominated in euros and U.S. dollars, as well as fixed charges of 0.80% on available, but undrawn commitments.

Our intention is not to permanently reinvest our foreign cash and cash equivalents. Accordingly, we record deferred income tax liabilities related to the unremitted earnings of our subsidiaries. For a detailed description of the Company’s debt structure, borrowing rates, and expected future payment obligations, refer to Note 12 in the consolidated financial statements.

As of and throughout the year ended December 31, 2022, we had no variable debt issued under our Accounts Receivable Securitization Facility, and as such, we incurred no variable rate interest related to this facility during the period. Foreign Currency Risks The Company’s ongoing business operations expose us to foreign currency risks, including fluctuating foreign exchange rates.

As of and throughout the year ended December 31, 2023, we had no variable debt issued under our Accounts Receivable Securitization Facility, and as such, we incurred no variable rate interest related to this facility during the period. Foreign Currency Exchange Rate Risks The Company’s ongoing business operations expose us to foreign currency risks, including fluctuating foreign exchange rates.

Interest on the 2025 Senior Notes is payable semi-annually on May 3 and November 3 of each year. These Notes may be redeemed prior to their maturity at the option of the Company under certain circumstances at specific redemption prices. Refer to Note 12 in the consolidated financial statements for further information.

Interest on the 2025 Senior Notes is payable semi-annually on May 3 and November 3 of each year. These Notes may be redeemed prior to their maturity at the option of the Company under certain circumstances at specific redemption prices. Refer to Note 17 in the consolidated financial statements for further information.

To manage this risk, the Company periodically enters into derivative financial instruments, such as foreign exchange forward contracts, interest rate swap agreements, and commodity swap agreements. A summary of these derivative financial instrument programs is described below; however, refer to Note 13 of the consolidated financial statements for further information.

To manage this risk, the Company periodically enters into derivative financial instruments, such as foreign exchange forward contracts, interest rate swap agreements, and commodity swap agreements. A summary of these derivative financial instrument programs is described below; however, refer to Note 18 of the consolidated financial statements for further information.

Holding all other factors constant, a 0.25% increase (decrease) in the long-term rate of return on assets used to determine net periodic benefit cost for our non-U.S. plans would decrease (increase) 2023 pension expense by approximately $0.1 million and $(0.1) million, respectively.

Holding all other factors constant, a 0.25% increase (decrease) in the long-term rate of return on assets used to determine net periodic benefit cost for our non-U.S. plans would decrease (increase) 2024 pension expense by approximately $0.1 million and $(0.1) million, respectively.

The Company has both fixed and variable-rate long-term debt arrangements, which have varying principal and interest payment requirements over their contractual terms. Refer to the table and section above as well as to Note 12 in the consolidated financial statements for more information on our debt arrangements.

The Company has both fixed and variable-rate long-term debt arrangements, which have varying principal and interest payment requirements over their contractual terms. Refer to the table and section above as well as to Note 17 in the consolidated financial statements for more information on our debt arrangements.

The effect of a change in tax rates on deferred taxes is recognized in income in the period that includes the enactment date. Deferred taxes are provided on the outside basis differences and unremitted earnings of subsidiaries outside of Ireland. All undistributed earnings of foreign subsidiaries and affiliates are expected to be repatriated as of December 31, 2022.

As of December 31, 2022, the Borrowers are required to pay a quarterly commitment fee in respect of any unused commitments under the 2026 Revolving Facility equal to 0.375% per annum. As of and for the year ended December 31, 2022, we had no variable rate debt issued under our 2026 Revolving Facility.

As of December 31, 2023, the Borrowers are required to pay a quarterly commitment fee in respect of any unused commitments under the 2026 Revolving Facility equal to 0.375% per annum. As of and for the year ended December 31, 2023, we had no variable rate debt issued under our 2026 Revolving Facility.

Such a period arose in 2022, where the challenging operating conditions, including the ongoing war in Ukraine and the corresponding sanctions and other measures being imposed by various governments impacted global markets, particularly in Europe, lead to high volatility and increased prices for natural gas and other energy supplies.

Such a period arose in 2023, where the challenging operating conditions, including the ongoing war in Ukraine and the corresponding sanctions and other measures being imposed by various governments impacted global markets, particularly in Europe, lead to high volatility and increased prices for natural gas and other energy supplies.

A 1% change in the euro will impact our annual profitability by approximately $1.7 million on a pre-tax basis. We have legal entities consolidated in our financial statements that have functional currencies other than the U.S. dollar, our reporting currency.

A 1% change in the euro will impact our annual profitability by approximately $1.5 million on a pre-tax basis. We have legal entities consolidated in our financial statements that have functional currencies other than the U.S. dollar, our reporting currency.

Loans under the 2026 Revolving Facility, at the Borrowers’ option, may be maintained as (a) LIBOR loans, which bear interest at a rate per annum equal to LIBOR plus the applicable margin (as defined in the Credit Agreement), if applicable, or (b) base rate loans which shall bear interest at a rate per annum equal to the base rate plus the applicable margin (as defined in the Credit Agreement).

Loans under the 2026 Revolving Facility, at the Borrowers’ option, may be maintained as (a) SOFR loans, which bear interest at a rate per annum equal to SOFR plus the applicable margin (as defined in the Credit Agreement), if applicable, or (b) base rate loans which shall bear interest at a rate per annum equal to the base rate plus the applicable margin (as defined in the Credit Agreement).

The Company’s 2028 Term Loan B bears an interest rate of LIBOR plus 2.50% (subject to a 0.00% LIBOR floor) and is not party to an interest rate swap agreement. The Company’s 2024 Term Loan B bears an interest rate of LIBOR plus 2.00% (subject to a 0.00% LIBOR floor) as of December 31, 2022.

The Company’s 2028 Term Loan B bears an interest rate of SOFR plus 2.50% (subject to a 0.00% SOFR floor) and is not party to an interest rate swap agreement. The Company’s 2024 Term Loan B bore an interest rate of LIBOR plus 2.00% (subject to a 0.00% LIBOR floor) as of December 31, 2022.

As a result of currencies fluctuating against the U.S. dollar, currency translation gains and losses are recorded in other comprehensive income, primarily as a result of the remeasurement of our euro functional legal entities as of December 31, 2022 and 2021.

Further, as of December 31, 2022, the Company is required to pay a quarterly commitment fee in respect of any unused commitments under the 2026 Revolving Facility equal to 0.375% per annum.

Further, as of December 31, 2023, the Company is required to pay a quarterly commitment fee in respect of any unused commitments under the 2026 Revolving Facility equal to 0.375% per annum.

The Company had no assets classified as held-for-sale as of December 31, 2022. As noted above, our goodwill impairment testing is performed annually as of October 1 at a reporting unit level.

The Company had no assets classified as held-for-sale as of December 31, 2023. As noted above, our goodwill impairment testing is performed annually as of October 1 at a reporting unit level.

Other Expense (Income), Net Other income, net for the year ended December 31, 2022 was $7.2 million.

Other income, net for the year ended December 31, 2022 was $7.2 million.

As a result, it may be difficult to use EBITDA, or similarly-named financial measures that other companies may use, to compare the performance of those companies to our performance. We compensate for these limitations by providing reconciliations of our EBITDA results to our net income, which is determined in accordance with GAAP.

As a result, it may be difficult to use 48 Table of Contents EBITDA, or similarly-named financial measures that other companies may use, to compare the performance of those companies to our performance. We compensate for these limitations by providing reconciliations of our EBITDA results to our net income, which is determined in accordance with GAAP.

Operating activities also included a one-time payment of $33.8 million related to the settlement of the European Commission request for information as described in Note 16 in the consolidated financial statements.

Operating activities also included a one-time payment of $33.8 million related to the settlement of the European Commission request for information as described in Note 20 in the consolidated financial statements.

The qualifying hedge contracts are marked-to-market at each reporting date and any unrealized gains or losses are included in AOCI to the extent effective, and reclassified to cost of sales in the period during which the transaction affects earnings or it becomes probable that the forecasted transaction will not occur.

The qualifying hedge contracts are marked-to-market at each reporting date and any unrealized gains or losses are included in AOCI to the extent effective, and 61 Table of Contents reclassified to cost of sales in the period during which the transaction affects earnings or it becomes probable that the forecasted transaction will not occur.

We perform more frequent impairment tests when events or changes in circumstances indicate that the fair value of a reporting unit has more likely than not declined below the carrying value. 56 Table of Contents A goodwill impairment loss generally would be recognized when the carrying amount of the reporting unit’s net assets exceeds the estimated fair value of the reporting unit.

We perform more frequent impairment tests when events or changes in circumstances indicate that the fair value of a reporting unit has more likely than not declined below the carrying value. A goodwill impairment loss generally would be recognized when the carrying amount of the reporting unit’s net assets exceeds the estimated fair value of the reporting unit.

Holding all other factors constant, a 0.25% increase or decrease in the discount rate, or the long-term rate of return on assets, used to determine net periodic benefit cost for our U.S. plans would change our 2023 pension expense by less than $0.1 million. Plan assets totaled $99.5 million and $157.1 million as of December 31, 2022 and 2021.

Holding all other factors constant, a 0.25% increase or decrease in the discount rate, or the long-term rate of return on assets, used to determine net periodic benefit cost for our U.S. plans would change our 2024 pension expense by less than $0.1 million. Plan assets totaled $106.5 million and $99.5 million as of December 31, 2023 and 2022.

The amounts are included within “Impairment and other charges” in the consolidated statements of operations and are all allocated to the Feedstocks segment. Refer to Note 14 for more information.

The amounts are included within “Impairment and other charges” in the consolidated statements of operations and are all allocated to the Feedstocks segment. Refer to Note 8 for more information.

Through the fourth quarter of 2022, we have completed the migration of the PMMA business operations, with implementation in the remaining business operations expected to occur in phases over the next several years.

Through the fourth quarter of 2023, we have completed the migration of the PMMA business operations, with implementation in the remaining business operations expected to occur in phases over the next several years.

In order to further reduce our exposure, the Company uses foreign exchange forward contracts to economically hedge the impact of the variability in exchange rates on our assets and liabilities denominated in certain foreign currencies. These derivative contracts are not designated for hedge accounting treatment.

In order to further reduce our 54 Table of Contents exposure, the Company uses foreign exchange forward contracts to economically hedge the impact of the variability in exchange rates on our assets and liabilities denominated in certain foreign currencies. These derivative contracts are not designated for hedge accounting treatment.

The following table outlines our outstanding indebtedness as of December 31, 2022 and 2021 and the associated interest expense, including amortization of deferred financing fees and issuance discounts.

The following table outlines our outstanding indebtedness as of December 31, 2023 and 2022 and the associated interest expense, including amortization of deferred financing fees and issuance discounts.

To a lesser degree, we are also exposed to the exchange rates between the U.S. dollar and other currencies, including, among others, the 60 Table of Contents Chinese yuan, South Korean won, Swiss franc, and New Taiwan dollar. To manage these risks, the Company periodically enters into derivative financial instruments such as foreign exchange forward contracts.

To a lesser degree, we are also exposed to the exchange rates between the U.S. dollar and other currencies, including, among others, the Chinese yuan, South Korean won, Swiss franc, and New Taiwan dollar. To manage these risks, the Company periodically enters into derivative financial instruments such as foreign exchange forward contracts.

Due to the expectation that operating conditions in the beginning of 2023 will be largely similar to 2022, the Company may exceed the first lien net leverage ratio in the first half of 2023, which would limit the availability of the 2026 Revolving Facility to 30% of the total capacity.

Due to the expectation that operating conditions in the beginning of 2024 will be largely similar to 2023, the Company may exceed the first lien net leverage ratio in 2024, which would limit the availability of the 2026 Revolving Facility to 30% of the total capacity.

Our ability to 52 Table of Contents generate cash from operations to pay our indebtedness and meet other liquidity needs is subject to certain risks described herein and under Item 1A – Risk Factors . As of December 31, 2022, we were in compliance with all the covenants and default provisions under our debt agreements.

Our ability to generate cash from operations to pay our indebtedness and meet other liquidity needs is subject to certain risks described 51 Table of Contents herein and under Item 1A – Risk Factors . As of December 31, 2023, we were in compliance with all the covenants and default provisions under our debt agreements.

We set our discount rates to reflect the yield of a portfolio of high 58 Table of Contents quality, fixed-income debt instruments that would produce cash flows sufficient in timing and amount to settle projected future benefits.

We set our discount rates to reflect the yield of a portfolio of high quality, fixed-income debt instruments that would produce cash flows sufficient in timing and amount to settle projected future benefits.

Refer to the section of our Critical Accounting Policies and Estimates entitled “Pension Plans and Postretirement Benefits” for more information on the factors impacting our pension and postretirement costs. Additionally, refer to Note 17 in the consolidated financial statements for more details on these employee benefit plans and the future payments expected to be made for them through 2032.

Refer to the section of our Critical Accounting Policies and Estimates entitled “Pension Plans and Postretirement Benefits” for more information on the factors impacting our pension and postretirement costs. Additionally, refer to Note 22 in the consolidated financial statements for more details on these employee benefit plans and the future payments expected to be made for them through 2033.

In certain instances, the selling prices of our products are based, in part, on the current or forecasted costs of our key commodities, but are subject to a predetermined lag 61 Table of Contents period for the pass through of these costs.

In certain instances, the selling prices of our products are based, in part, on the current or forecasted costs of our key commodities, but are subject to a predetermined lag period for the pass through of these costs.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures as of December 31, 2022.

(d) The acquisition purchase price hedge loss for the year ended December 31, 2021 relates to the change in fair value of the Company’s forward currency hedge arrangement that economically hedged the euro-denominated purchase price of the PMMA business. Refer to Note 13 in the consolidated financial statements for further information.

(e) The acquisition purchase price hedge loss for the year ended December 31, 2021 relates to the change in fair value of the Company’s forward currency hedge arrangement that economically hedged the euro-denominated purchase price of the PMMA business. Refer to Note 18 in the consolidated financial statements for further information.

(f) Amount for the year ended December 31, 2022 relates to the liability recorded in connection with the European Commission request for information, as described in Note 16 in the consolidated financial statements. (g) Amount for the year ended December 31, 2022 relates to the goodwill impairment of the PMMA business and Aristech Surfaces reporting units.

(g) Amount for the year ended December 31, 2022 relates to the liability recorded in connection with the European Commission request for information, as described in Note 20 in the consolidated financial statements. (h) Amount for the year ended December 31, 2022 relates to the goodwill impairment of the PMMA business and Aristech Surfaces reporting units.

We compensate for these limitations by providing a reconciliation of this performance measure to our net income, which is determined in accordance with accounting principles generally accepted in the United States of America (“GAAP”). 47 Table of Contents Adjusted EBITDA is calculated as follows for the years ended December 31, 2022, 2021, and 2020.

We compensate for these limitations by providing a reconciliation of this performance measure to our net income, which is determined in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Adjusted EBITDA is calculated as follows for the years ended December 31, 2023, 2022, and 2021.

Our primary foreign currency exposure is the euro-to-U.S. dollar exchange rate, noting that approximately 54% of our net sales were generated in Europe for the year ended December 31, 2022.

Our primary foreign currency exposure is the euro-to-U.S. dollar exchange rate, noting that approximately 53% of our net sales were generated in Europe for the year ended December 31, 2023.

In addition, as of December 31, 2022 and 2021, we had $168.7 million and $560.6 million, respectively, of foreign cash and cash equivalents on our consolidated balance sheets, outside of our country of domicile, which was Ireland as of December 31, 2022 and 2021, all of which is readily convertible into other foreign currencies, including the U.S. dollar.

In addition, as of December 31, 2023 and 2022, we had $161.4 million and $168.7 million, respectively, of foreign cash and cash equivalents on our consolidated balance sheets, outside of our country of domicile, which was Ireland as of December 31, 2023 and 2022, all of which is readily convertible into other foreign currencies, including the U.S. dollar.

As of December 31, 2022, the Company does not have any outstanding forward contracts for the purposes of hedging its exposure to the euro. The Company continues to monitor prevailing rate forecasts and its euro-denominated exposure to determine when to enter into these forward contracts under favorable conditions.

As of December 31, 2023, the Company does not have any outstanding forward contracts for the purposes of hedging its exposure to the euro. The Company continues to monitor prevailing rate forecasts and its euro-denominated exposure to determine when to enter into these forward contracts.

For discussion related to 2020 activity, refer to the Company’s Form 10-K filed on February 23, 2022. Year Ended December 31, (in millions) 2022 2021 2020 Net income (loss) $ (430.9) $ 440.0 $ 7.9 Net income (loss) from discontinued operations (2.9) 160.4 (54.8) Net income (loss) from continuing operations (428.0) 279.6 62.7 Interest expense, net 112.9 79.4 43.6 Provision for (benefit from) income taxes (41.6) 70.9 42.7 Depreciation and amortization 236.9 167.5 92.6 EBITDA (a) $ (119.8) $ 597.4 $ 241.6 Net gain on disposition of businesses and assets (1.8) (0.6) (0.4) Restructuring and other charges (b) 15.9 9.0 5.6 Acquisition transaction and integration net costs (c) 6.6 75.3 9.1 Acquisition purchase price hedge (gain) loss (d) — 22.0 (7.3) Asset impairment charges or write-offs (e) 6.3 6.8 11.0 European Commission request for information (f) 36.2 — — Goodwill impairment charges (g) 297.1 — — Other items (h) 71.2 19.5 25.5 Adjusted EBITDA $ 311.7 $ 729.4 $ 285.1 (a) EBITDA is a non-GAAP financial performance measure that we refer to in making operating decisions because we believe it provides our management as well as our investors and credit agencies with meaningful information regarding the Company’s operational performance.

For discussion related to 2021 activity, refer to the Company’s Form 10-K filed on February 27, 2023. Year Ended December 31, (in millions) 2023 2022 2021 Net income (loss) $ (701.3) $ (430.9) $ 440.0 Net income (loss) from discontinued operations — (2.9) 160.4 Net income (loss) from continuing operations (701.3) (428.0) 279.6 Interest expense, net 188.4 112.9 79.4 Provision for (benefit from) income taxes 68.4 (41.6) 70.9 Depreciation and amortization 221.2 236.9 167.5 EBITDA (a) $ (223.3) $ (119.8) $ 597.4 Net gain on disposition of businesses and assets (b) (25.6) (1.8) (0.6) Restructuring and other charges (c) 31.4 15.9 9.0 Acquisition transaction and integration net costs (d) (1.4) 6.6 75.3 Acquisition purchase price hedge loss (e) — — 22.0 Asset impairment charges or write-offs (f) 2.7 6.3 6.8 European Commission request for information (g) — 36.2 — Goodwill impairment charges (h) 349.0 297.1 — Other items (i) 21.5 71.2 19.5 Adjusted EBITDA $ 154.3 $ 311.7 $ 729.4 (a) EBITDA is a non-GAAP financial performance measure that we refer to in making operating decisions because we believe it provides our management as well as our investors and credit agencies with meaningful information regarding the Company’s operational performance.

We may also enter into commodity swap agreements to economically hedge the impact of these price fluctuations, which are not designated for hedge accounting treatment. Inclusive of these hedges, a hypothetical 10% increase in natural gas prices will impact cost of sales by approximately $15.5 million. Item 8.

Based on the Company’s assessments, for the year ended December 31, 2022, we recorded impairment charges on the Boehlen styrene monomer assets of $6.3 million, which include charges recorded subsequent to March 2020 related to capital expenditures at the facility that we determined to be impaired.

Based on the Company’s assessments, for the year ended December 31, 2023, we recorded impairment charges on the Boehlen styrene monomer assets of $0.5 million, which include charges recorded subsequent to March 2020 related to capital expenditures at the facility that we determined to be impaired.

Liquidity and Capital Resources Cash Flows The table below summarizes our primary sources and uses of cash for the years ended December 31, 2022, 2021, and 2020. We have derived the summarized cash flow information from our audited financial statements.

Cash Flows The table below summarizes our primary sources and uses of cash for the years ended December 31, 2023, 2022, and 2021. We have derived the summarized cash flow information from our audited financial statements.

The expected return of each asset class is derived from a forecasted future return confirmed by current and historical experience. Future actual net periodic benefit cost will depend on the performance of the underlying assets and changes in future discount rates, among other factors.

We also consider our historical experience with the pension fund asset performance. The expected return of each asset class is derived from a forecasted future return confirmed by current and historical experience. Future actual net periodic benefit cost will depend on the performance of the underlying assets and changes in future discount rates, among other factors.

(e) Asset impairment charges or write-offs for the years ended December 31, 2022 and 2021 relate to the impairment of the Company’s styrene monomer assets in Boehlen, Germany. Refer to Note 14 in the consolidated financial statements for further information.

(f) Asset impairment charges or write-offs for the years ended December 31, 2023 and 2022 relate to the impairment of the Company’s styrene monomer assets in Boehlen, Germany. Refer to Note 19 in the consolidated financial statements for further information.

Assuming no changes in sales price, volume or mix, a hypothetical 10% change in the market price of our raw materials would have impacted cost of sales by approximately $343.9 million for the year ended December 31, 2022.

Assuming no changes in sales price, volume or mix, a hypothetical 10% change in the market price of our raw materials would have impacted cost of sales by approximately $243.3 million for the year ended December 31, 2023.

(c) Acquisition transaction and integration net costs for the years ended December 31, 2022 and 2021 relate to expenses incurred for the PMMA Acquisition and the Aristech Surfaces Acquisition.

(d) Acquisition transaction and integration net costs for the years ended December 31, 2023 and 2022 relate to expenses incurred for the PMMA Acquisition and the Aristech Surfaces Acquisition.

As of December 31, 2022, the Company’s estimated minimum commitments related to our finance and operating lease obligations was $96.3 million, of which $19.9 million is due within the next twelve months. Refer to Note 24 in the consolidated financial statements for further information on our lease portfolio and future lease obligations.

As of December 31, 2023, the Company’s estimated minimum commitments related to our finance and operating lease obligations was $84.0 million, of which $19.3 million is due within the next twelve months. Refer to Note 21 in the consolidated financial statements for further information on our lease portfolio and future lease obligations.

As of December 31, 2022, the Company had $1,349.5 million of raw material purchase obligations, of which $478.6 million is due within the next twelve months. These commitments have remaining terms ranging from one to four years. Refer to Note 16 in the consolidated financial statements for more information on raw material purchase commitments.

As of December 31, 2023, the Company had $1,213.6 million of raw material purchase obligations, of which $531.6 million is due within the next twelve months. These commitments have remaining terms ranging from one to four years. Refer to Note 20 in the consolidated financial statements for more information on raw material purchase commitments.

The Company also recorded impairment charges of $6.3 million and $6.8 million related to the Boehlen styrene monomer assets during the years ended December 31, 2022 and 2021, respectively, as described within Note 14 in the consolidated financial statements.

The Company also recorded impairment charges of $0.5 million and $6.3 million related to the Boehlen styrene monomer assets during the years ended December 31, 2023 and 2022, respectively, as described within Note 19 in the consolidated financial statements.

The following critical accounting policies reflect our most significant estimates and assumptions used in the preparation of the consolidated financial statements. Business Combinations and Asset Impairments Business Combinations Acquisitions that qualify as a business combination are accounted for using the purchase accounting method.

The following critical accounting policies reflect our most significant estimates and assumptions used in the preparation of the consolidated financial statements. Valuation of Assets and Impairment Considerations Valuation of Assets Acquisitions that qualify as a business combination are accounted for using the purchase accounting method.

Refer to the Company’s Form 10-K filed on February 23, 2022 for discussion related to 2020. Year Ended December 31, (in millions) 2022 2021 2020 Net cash provided by (used in): Operating activities - continuing operations $ 46.4 $ 456.0 $ 216.8 Operating activities - discontinued operations (2.9) (3.3) 38.6 Operating activities 43.5 452.7 255.4 Investing activities - continuing operations (163.2) (1,936.2) (3.0) Investing activities - discontinued operations (0.8) 396.5 (21.2) Investing activities (164.0) (1,539.7) (24.2) Financing activities (233.7) 1,075.7 (104.3) Effect of exchange rates on cash (7.1) (4.4) 4.4 Net change in cash, cash equivalents, and restricted cash $ (361.3) $ (15.7) $ 131.3 Operating Activities Net cash provided by operating activities from continuing operations during the year ended December 31, 2022 totaled $46.4 million, inclusive of dividends received from Americas Styrenics of $95.0 million.

Refer to the Company’s Form 10-K filed on February 27, 2023 for discussion related to 2021. Year Ended December 31, (in millions) 2023 2022 2021 Net cash provided by (used in): Operating activities - continuing operations $ 148.7 $ 46.4 $ 456.0 Operating activities - discontinued operations — (2.9) (3.3) Operating activities 148.7 43.5 452.7 Investing activities - continuing operations (31.7) (163.2) (1,936.2) Investing activities - discontinued operations — (0.8) 396.5 Investing activities (31.7) (164.0) (1,539.7) Financing activities (66.0) (233.7) 1,075.7 Effect of exchange rates on cash (1.6) (7.1) (4.4) Net change in cash, cash equivalents, and restricted cash $ 49.4 $ (361.3) $ (15.7) Operating Activities Net cash provided by operating activities from continuing operations during the year ended December 31, 2023 totaled $148.7 million, inclusive of dividends received from Americas Styrenics of $65.0 million.

We compensate for these limitations by providing a reconciliation to cash provided by operating activities, which is determined in accordance with GAAP. Year Ended December 31, (in millions) 2022 2021 2020 Cash provided by operating activities $ 43.5 $ 452.7 $ 255.4 Capital expenditures (149.0) (123.5) (82.3) Free Cash Flow $ (105.5) $ 329.2 $ 173.1 Refer to the discussion above for significant impacts to cash provided by operating activities for the years ended December 31, 2022 and 2021.

We compensate for these limitations by providing a reconciliation to cash provided by operating activities, which is determined in accordance with GAAP. Year Ended December 31, (in millions) 2023 2022 2021 Cash provided by operating activities $ 148.7 $ 43.5 $ 452.7 Capital expenditures (69.7) (149.0) (123.5) Free Cash Flow $ 79.0 $ (105.5) $ 329.2 Refer to the discussion above for significant impacts to cash provided by operating activities for the years ended December 31, 2023 and 2022.

As of December 31, 2022, there were no amounts outstanding under this facility and the Company had approximately $150.0 million of accounts receivable available to support this facility, based on the pool of eligible accounts receivable. Refer to Note 12 in the consolidated financial statements for further information on the facility.

As of December 31, 2023, there were no amounts outstanding under this facility and the Company had approximately $113.5 million of accounts receivable available to support this facility, based on the pool of eligible accounts receivable. Refer to Note 17 in the consolidated financial statements for further information on the facility.

The Company has operating and finance leases for certain of its plant and warehouse sites, office spaces, rail cars, storage facilities, and equipment. The Company’s leases have remaining terms of four months through thirteen years.

However, we believe funds provided by operations, our existing cash and cash equivalent balances of $211.7 million, coupled with borrowings available under our 2026 Revolving Facility and our Accounts Receivable Securitization Facility totaling a minimum of $252.2 million, which reflects the potential borrowing limit imposed by the aforementioned springing covenant, will be adequate to meet all necessary operating and capital expenditures for at least the next 12 months under current operating conditions, while continuing to invest in our growth and sustainability objectives.

However, we believe funds provided by operations, our existing cash and cash equivalent balances of $259.1 million, coupled with borrowings available under our 2026 Revolving Facility and our Accounts Receivable Securitization Facility totaling a minimum of $211.9 million, which reflects the potential borrowing limit imposed by the aforementioned springing covenant, will be adequate to meet all necessary operating and capital expenditures for at least the next 12 months under current operating conditions.

The Company believes we have maintained appropriate internal controls during our initial phased implementation period and will continue to evaluate, test and monitor our internal controls over financial reporting for effectiveness as processes and procedures in each of these impacted areas evolve. Item 9B. Other Information None. Part III Item 10.

Under these interest rate swap agreements, which are designated as cash flow hedges, the Company is effectively converting a portion of our variable rate borrowings into a fixed rate obligation to mitigate the risk of variability in interest rates.

Refer to Note 10 in the consolidated financial statements for further information. 48 Table of Contents (h) Other items for the years ended December 31, 2022 and 2021 primarily relate to fees incurred in conjunction with certain of the Company’s strategic initiatives, including our ERP upgrade project.

Refer to Note 15 in the consolidated financial statements for further information. (i) Other items for the years ended December 31, 2023 and 2022 primarily relate to fees incurred in conjunction with certain of the Company’s strategic initiatives, including our ERP upgrade project.

Provision for (Benefit from) Income Taxes Provision for (benefit from) income taxes was ($41.6) million and $70.9 million for the years ended December 31, 2022 and 2021, respectively, which resulted in an effective tax rate of 9% and 20%, respectively.

Provision for (Benefit from) Income Taxes Provision for (benefit from) income taxes was $68.4 million and $(41.6) million for the years ended December 31, 2023 and 2022, respectively, which resulted in an effective tax rate of (11)% and 9%, respectively.

The Company does not have any outstanding interest rate swap agreements as of December 31, 2022. 54 Table of Contents Net Investment Hedge The Company had certain fixed-for-fixed cross currency swaps (“CCS”), swapping U.S. dollar principal and interest payments on our 2025 Senior Notes for euro-denominated payments, which were designated as a hedge of the Company’s net investment in certain European subsidiaries under the spot method through the original CCS agreement entered into on September 1, 2017 (“2017 CCS”).

Net Investment Hedge The Company had certain fixed-for-fixed cross currency swaps (“CCS”), swapping U.S. dollar principal and interest payments on our 2025 Senior Notes for euro-denominated payments, which were designated as a hedge of the Company’s net investment in certain European subsidiaries under the spot method through the original CCS agreement entered into on September 1, 2017 (“2017 CCS”).

The Company made net principal payments of $7.0 million on the 2024 Term Loan B and net principal payments of $7.5 million on the 2028 Term Loan B during the year ended December 31, 2022, with an additional $14.5 million of scheduled future payments classified within current debt on the Company’s consolidated balance sheet as of December 31, 2022 related to both the 2024 Term Loan B and 2028 Term Loan B. 51 Table of Contents Our 2025 Senior Notes issued under the indenture executed in 2017 include $500.0 million aggregate principal amount of 5.375% senior notes that mature on September 1, 2025.

The Company fully repaid the 2024 Term Loan B during the year ended December 31, 2023, while making $7.5 million of net principal payments on the 2028 Term Loan B, with an additional $18.3 million of scheduled future payments classified within current debt on the Company’s consolidated balance sheet as of December 31, 2023 related to both the 2028 Refinance Term Loans and the 2028 Term Loan B. 50 Table of Contents Our 2025 Senior Notes issued under the indenture executed in 2017 include $115.0 million aggregate principal amount of 5.375% senior notes that mature on September 1, 2025.

Defined Benefit Other Postretirement Benefit Pension Plans Pension Plans Benefit Plans December 31, December 31, December 31, 2022 2021 2022 2021 2022 2021 Pension and other postretirement plan obligations: Discount rate for projected benefit obligation / accumulated postretirement benefit obligation 3.51 % 1.10 % 5.53 % 2.92 % 6.01 % 2.90 % Net periodic benefit costs: Discount rate for service cost 1.20 % 0.78 % 3.00 % 3.20 % 2.99 % 3.32 % Discount rate for interest cost 0.93 % 0.57 % 2.44 % 2.37 % 2.42 % 2.34 % Expected long-term rate of return on plan assets 0.84 % 0.66 % 5.40 % 5.89 % N/A N/A Holding all other factors constant, a 0.25% increase (decrease) in the discount rate used to determine net periodic benefit cost would decrease (increase) 2023 pension expense for our non-U.S. plans by approximately $1.1 million and $(1.3) million, respectively.

Defined Benefit Other Postretirement Benefit Pension Plans Pension Plans Benefit Plans December 31, December 31, December 31, 2023 2022 2023 2022 2023 2022 Pension and other postretirement plan obligations: Discount rate for projected benefit obligation / accumulated postretirement benefit obligation 3.16 % 3.51 % 5.19 % 5.53 % 6.41 % 6.01 % Net periodic benefit costs: Discount rate for service cost 3.24 % 1.20 % 5.55 % 3.00 % 6.01 % 2.99 % Discount rate for interest cost 3.54 % 0.93 % 5.41 % 2.44 % 5.82 % 2.42 % Expected long-term rate of return on plan assets 3.20 % 0.84 % 6.50 % 5.40 % N/A N/A Holding all other factors constant, a 0.25% increase (decrease) in the discount rate used to determine net periodic benefit cost would decrease (increase) 2024 pension expense for our non-U.S. plans by approximately $1.0 million and $(1.1) million, respectively.

Quantitative and Qualitative Disclosures About Market Risk We are exposed to changes in interest rates and foreign currency exchange rates because we finance certain operations through fixed and variable rate debt instruments and denominate our transactions in a variety of foreign 59 Table of Contents currencies.

Directors, Executive Officers and Corporate Governance The information required by this Item 10 is incorporated herein by reference from the sections captioned “Election of Directors,” “Corporate Governance,” “Stock Ownership Information,” and “Delinquent Section 16(a) Reports” of the Company’s definitive proxy statement for the 2023 annual general meeting of shareholders to be filed with the SEC pursuant to Regulation 14A under the Securities Exchange Act of 1934 (the “2023 Proxy Statement”).

Directors, Executive Officers and Corporate Governance Except as set forth below, the information required by this Item 10 is incorporated herein by reference from the sections captioned “Election of Directors,” “Corporate Governance,” “Board Structure and Committee Composition,” “Our Company’s Executive Officers,” and “Delinquent Section 16(a) Reports” of the Company’s definitive proxy statement for the 2024 annual general meeting of shareholders to be filed with the SEC pursuant to Regulation 14A under the Securities Exchange Act of 1934 (the “2024 Proxy Statement”).

See “Cautionary Note Regarding Forward-Looking Statements.” Actual results could differ materially from those discussed in or implied by forward-looking statements as a result of various factors, including those discussed below and elsewhere within this Annual Report, particularly in Item 1A—“Risk Factors.” Definitions of capitalized terms not defined herein appear in the notes to our consolidated financial statements. 2022 Highlights For the year ended December 31, 2022, we had net loss from continuing operations of $428.0 million, inclusive of a non-cash goodwill impairment charge of $297.1 million as discussed below, and Adjusted EBITDA of $311.7 million.

See “Cautionary Note Regarding Forward-Looking Statements.” Actual results could differ materially from those discussed in or implied by forward-looking statements as a result of various factors, including those discussed below and elsewhere within this Annual Report, particularly in Item 1A—“Risk Factors.” Definitions of capitalized terms not defined herein appear in the notes to our consolidated financial statements. 2023 Highlights For the year ended December 31, 2023, we had net loss from continuing operations of $701.3 million, inclusive of a non-cash goodwill impairment charge of $349.0 million and a non-cash after-tax charge related to an increase in valuation allowances on deferred tax assets of $163.7 million in certain subsidiaries, as discussed below, and Adjusted EBITDA of $154.3 million.

Based on the assessment, management concluded that, as of December 31, 2022, the Company’s internal control over financial reporting is effective. The effectiveness of the Company’s internal control over financial reporting as of December 31, 2022 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2023 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.

Feedstocks Segment Year Ended December 31, Percentage Change ($ in millions) 2022 2021 2020 2022 vs. 2021 2021 vs. 2020 Net sales $ 248.5 $ 272.4 $ 165.5 (9) % 65 % Adjusted EBITDA $ (75.2) $ 33.7 $ 3.2 (323) % 953 % Adjusted EBITDA margin (30) % 12 % 2 % 2022 vs. 2021 Net sales decreased 9% year-over-year.

Feedstocks Segment Year Ended December 31, Percentage Change ($ in millions) 2023 2022 2021 2023 vs. 2022 2022 vs. 2021 Net sales $ 166.0 $ 248.5 $ 272.4 (33) % (9) % Adjusted EBITDA $ (40.9) $ (75.2) $ 33.7 46 % (323) % Adjusted EBITDA margin (25) % (30) % 12 % 2023 vs. 2022 Net sales decreased 33% year-over-year.

As of December 31, 2022, the Company’s estimated future benefit payments through 2032, reflecting expected future service, as appropriate, was $132.9 million, of which $10.0 million is due within the next twelve months.

As of December 31, 2023, the Company’s estimated future benefit payments through 2033, reflecting expected future service, as appropriate, was $140.5 million, of which $9.9 million is due within the next twelve months.

Refer to the Company’s Form 10-K filed on February 23, 2022 for explanations of our results of operations for 2021 in comparison to 2020. Year Ended December 31, (in millions) 2022 % 2021 % 2020 % Net sales $ 4,965.5 100 % $ 4,827.5 100 % $ 2,744.6 100 % Cost of sales 4,693.2 95 % 4,128.6 86 % 2,423.5 88 % Gross profit 272.3 5 % 698.9 14 % 321.1 12 % Selling, general and administrative expenses 398.8 8 % 323.4 7 % 227.5 8 % Equity in earnings of unconsolidated affiliates 102.2 2 % 92.7 2 % 67.0 2 % Impairment and other charges 339.6 7 % 6.8 — % 11.0 — % Operating income (loss) (363.9) (8) % 461.4 9 % 149.6 6 % Interest expense, net 112.9 2 % 79.4 2 % 43.6 2 % Acquisition purchase price hedge loss (gain) — — % 22.0 — % (7.3) — % Other expense (income), net (7.2) — % 9.5 — % 7.9 — % Income (loss) from continuing operations before income taxes (469.6) (10) % 350.5 7 % 105.4 4 % Provision for (benefit from) income taxes (41.6) (1) % 70.9 1 % 42.7 2 % Net income (loss) from continuing operations $ (428.0) (9) % $ 279.6 6 % $ 62.7 2 % Net income (loss) from discontinued operations, net of income taxes (2.9) — % 160.4 3 % (54.8) (2) % Net income (loss) $ (430.9) (9) % $ 440.0 9 % $ 7.9 — % 2022 vs. 2021 Net Sales Of the 3% increase in net sales, 11% was due to higher selling prices resulting mainly from the pass through of higher raw material costs.

Refer to the Company’s Form 10-K filed on February 27, 2023 for explanations of our results of operations for 2022 in comparison to 2021. Year Ended December 31, (in millions) 2023 % 2022 % 2021 % Net sales $ 3,675.4 100 % $ 4,965.5 100 % $ 4,827.5 100 % Cost of sales 3,533.1 96 % 4,693.2 95 % 4,128.6 86 % Gross profit 142.3 4 % 272.3 5 % 698.9 14 % Selling, general and administrative expenses 310.3 8 % 398.8 8 % 323.4 7 % Equity in earnings of unconsolidated affiliate 62.1 2 % 102.2 2 % 92.7 2 % Impairment and other charges 349.5 10 % 339.6 7 % 6.8 — % Operating income (loss) (455.4) (12) % (363.9) (8) % 461.4 9 % Interest expense, net 188.4 5 % 112.9 2 % 79.4 2 % Acquisition purchase price hedge loss — — % — — % 22.0 — % (Gain) loss on extinguishment of long-term debt 6.3 — % (0.8) — % 0.5 — % Other expense (income), net (17.2) — % (6.4) — % 9.0 — % Income (loss) from continuing operations before income taxes (632.9) (17) % (469.6) (10) % 350.5 7 % Provision for (benefit from) income taxes 68.4 2 % (41.6) (1) % 70.9 1 % Net income (loss) from continuing operations $ (701.3) (19) % $ (428.0) (9) % $ 279.6 6 % Net income (loss) from discontinued operations, net of income taxes — — % (2.9) — % 160.4 3 % Net income (loss) $ (701.3) (19) % $ (430.9) (9) % $ 440.0 9 % 2023 vs. 2022 Net Sales Of the 26% decrease in net sales, 14% was due to lower selling prices resulting mainly from the pass through of lower raw material costs.

We evaluate long-lived assets and identifiable finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset grouping may not be recoverable. In the event the carrying value of the asset exceeds its undiscounted future cash flows and the carrying value is not considered recoverable, impairment may exist.

We do not have any off-balance sheet financing arrangements that we believe are reasonably likely to have a material current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Refer to Note 17 in the consolidated financial statements for further information on the details of the covenant requirements. We do not have any off-balance sheet financing arrangements that we believe are reasonably likely to have a material current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Note that the accelerated depreciation charges incurred as part of both the Company’s asset restructuring plan and corporate restructuring program are included within the “Depreciation and amortization” caption above, and therefore are not included as a separate adjustment within this caption.

Refer to Note 7 in the consolidated financial statements for further information regarding restructuring activities. Note that the accelerated depreciation charges incurred as part of both the Company’s asset restructuring plan and corporate restructuring program are included within the “Depreciation and amortization” caption above, and therefore are not included as a separate adjustment within this caption.

Based on the evaluation of available evidence, both positive and negative, we recognize future tax benefits, such as net operating loss carryforwards and tax credit carryforwards, to the extent that realizing these benefits is considered to be more likely than not. As of December 31, 2022, we had deferred tax assets of $163.6 million, after valuation allowances of $118.4 million.

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Top changes in Trinseo PLC's 2023 10-K

Item 1A. Risk Factors

Item 7. Management's Discussion & Analysis

Other TSE 10-K year-over-year comparisons