10q10k10q10k.net

What changed in Trinseo PLC's 10-K — 2023 vs 2024

vs

Paragraph-level year-over-year comparison of Trinseo PLC's 2023 and 2024 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 2024 report.

+341 added−345 removedSource: 10-K (2025-02-27) vs 10-K (2024-02-23)

Top changes in Trinseo PLC's 2024 10-K

341 paragraphs added · 345 removed · 259 edited across 3 sections

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

92 edited+21 added−14 removed137 unchanged
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.
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: ● substantially increasing our borrowing costs; ● requiring a substantial portion of our cash flows from operations to be dedicated to the payment of principal and interest on our indebtedness; ● significantly limiting 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; ● 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 ; ● limiting our ability to obtain additional financing for working capital, capital expenditures, acquisitions, and general corporate or other purposes; ● increasing our vulnerability to economic downturns and adverse industry, competitive, or market conditions; ● placing us at a disadvantage compared to other, less leveraged competitors or competitors with comparable debt at more favorable interest rates.
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.
Adverse events affecting the health of the economy, including recessionary conditions, inflation, rising interest rates, sovereign debt and economic crises, natural disasters, disease epidemics or pandemics, political unrest, terrorism, protectionism, tariffs, refugee crises, and war or the threat of war, could have a negative impact on the health of the global economy.
Investors and other readers are urged to consider all of these risks, uncertainties and other factors carefully in evaluating our business. ● Risks associated with our strategy to transform our portfolio to a specialty materials and sustainable solutions provider. ● We may be unable to achieve cost savings and other benefits from our restructuring activities and cost reduction initiatives. ● Volatility in the cost of raw materials or disruption in the supply of raw materials. ● Increased energy costs, shipping costs and supply constraints, including as a result of ongoing global conflicts. ● Deterioration of our credit profile limiting our access to commercial credit. ● Production at our manufacturing facilities could be disrupted for a variety of reasons which could expose us to significant losses or liabilities. ● Our ability to execute on our capital projects or growth plans, or accurately estimate market conditions in our cost projections. ● Our ability to successfully innovate and develop new products. ● Our ability to successfully complete the divestiture of our styrenics businesses. ● Failure to realize benefits of acquisitions or difficulty integrating businesses into our operations, or incurrence of impairment and other charges. ● Risks related to strategic acquisitions or dispositions of assets. ● Operation of our joint venture with our joint venture partners. ● Costs and business practices related to customs, international trade, export control, and antitrust laws. ● The impact of global trade conflicts and the imposition of tariffs. ● Changes in the global and local tax regulatory environments in the jurisdictions in which we operate. ● Changes to regulations, including those related to climate change and sustainability, applicable to our raw materials and products, and changes to our customers’ products or consumer preferences. ● Our ability to comply with environmental, health and safety laws. ● Potential losses or liabilities related to environmental damage or personal injuries associated with exposure to chemicals or release of chemicals on our sites. ● Risks related to our current and future level of indebtedness. ● Restrictions in the terms of our subsidiaries’ indebtedness our ability to respond to or take certain actions. ● We are party to certain legal proceedings, and may be subject to additional litigation, arbitration or legal proceedings in the future. ● Dow provides services and certain raw materials under agreements that are important to our business, and may fail to perform its obligations or terminate such agreements. ● We are party to certain intellectual property license agreements with Dow, which may limit our ability to expand our use of such licensed intellectual property or to combat infringement. 20 Table of Contents ● Our ability to adequately protect or effectively enforce our intellectual property and other proprietary rights with respect to the manufacturing of some of our products. ● We may infringe the intellectual property rights of others, which may cause us to incur unexpected costs or prevent us from selling our products. ● Data security breaches could compromise sensitive information related to our business. ● Implementation of a new enterprise resource planning system could cause disruption to our operations. ● Irish law may afford less protection to holders of our securities than securities of companies formed in the U.S. ● Provisions of our articles of association and Irish law could delay or prevent a takeover of us by a third party. ● Attempts to take over the Company will be subject to Irish Takeover Rules and subject to review by the Irish Takeover Panel. ● Certain capital structure decisions regarding the Company will require the approval of shareholders, which may limit our flexibility to manage our capital structure. ● We may be adversely affected by conditions in the global economy and capital markets, including recession, inflation, high interest rates, economic crises, natural disasters, disease, political unrest, terrorism and war. ● We are exposed to local business risks in different countries in which we operate. ● We face competitive risks related to excess supply capacity. ● Negative impacts of fluctuations in currency exchange rates.
Investors and other readers are urged to consider all of these risks, uncertainties and other factors carefully in evaluating our business. ● Risks associated with our strategy to transform our portfolio to a specialty materials and sustainable solutions provider. ● We may be unable to achieve cost savings and other benefits from our restructuring activities and cost reduction initiatives. ● Volatility in the cost of raw materials or disruption in the supply of raw materials. ● Increased energy costs, shipping costs and supply constraints, including as a result of ongoing global conflicts. ● Deterioration of our credit profile limiting our access to commercial credit. ● Production at our manufacturing facilities could be disrupted for a variety of reasons which could expose us to significant losses or liabilities. ● Our ability to successfully innovate and develop new products. ● Our ability to execute on our capital projects or growth plans, or accurately estimate market conditions in our cost projections. ● Our ability to successfully complete the divestiture of our styrenics businesses, including the sale of our interest in Americas Styrenics. ● Operation of our joint venture with our joint venture partners. ● Failure to realize benefits of acquisitions or difficulty integrating businesses into our operations, or incurrence of impairment and other charges. ● Risks related to strategic acquisitions or dispositions of assets. ● Costs and business practices related to customs, international trade, export control, and antitrust laws. ● The impact of global trade conflicts and the imposition of tariffs. ● Changes in the global and local tax regulatory environments in the jurisdictions in which we operate. ● Changes to regulations, including those related to climate change and sustainability, applicable to our raw materials and products, and changes to our customers’ products or consumer preferences. ● Our ability to comply with environmental, health and safety laws. ● Potential losses or liabilities related to environmental damage or personal injuries associated with exposure to chemicals or release of chemicals on our sites. ● Risks related to our current and future level of indebtedness. ● Restrictions in the terms of our subsidiaries’ indebtedness our ability to respond to or take certain actions. ● We are party to certain legal proceedings, and may be subject to additional litigation, arbitration or legal proceedings in the future. ● Dow provides services and certain raw materials under agreements that are important to our business, and may fail to perform its obligations or terminate such agreements. ● We are party to certain intellectual property license agreements with Dow, which may limit our ability to expand our use of such licensed intellectual property or to combat infringement. ● Our ability to adequately protect or effectively enforce our intellectual property and other proprietary rights with respect to the manufacturing of some of our products. ● We may infringe the intellectual property rights of others, which may cause us to incur unexpected costs or prevent us from selling our products. ● Cybersecurity incidents, including data security breaches could compromise confidential information related to our business, employees, vendors, and customers, and could threaten our operations. 20 Table of Contents ● Implementation of a new enterprise resource planning system could cause disruption to our operations. ● Irish law may afford less protection to holders of our securities than securities of companies formed in the U.S. ● Provisions of our articles of association and Irish law could delay or prevent a takeover of us by a third party. ● Attempts to take over the Company will be subject to Irish Takeover Rules and subject to review by the Irish Takeover Panel. ● Certain capital structure decisions regarding the Company will require the approval of shareholders, which may limit our flexibility to manage our capital structure. ● We may be adversely affected by conditions in the global economy and capital markets, including recession, inflation, high interest rates, economic crises, natural disasters, disease, political unrest, terrorism and war. ● We are exposed to local business risks in different countries in which we operate. ● We face competitive risks related to excess supply capacity. ● Negative impacts of fluctuations in currency exchange rates.
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.
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; ● 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.
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 into the ground, air or water; and ● exposure to toxic chemicals.
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 to our operations or those of critical third parties; ● 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 into the ground, air or water; and ● exposure to toxic chemicals.
If we are unable to execute on our capital projects or growth plans within their expected budget and timelines, or if the market conditions assumed in our projections deteriorate, our business, financial condition, results of operations and cash flows could be materially and adversely affected.
If we are unable to execute on our capital projects, growth or maintenance projects within their expected budget and timelines, or if the market conditions assumed in our projections deteriorate, our business, financial condition, results of operations and cash flows could be materially and adversely affected.
Our efforts to achieve these improvements and efficiencies may not be successful or generate expected cost savings, and we may incur greater costs than currently anticipated to implement and achieve these initiatives, which could have an adverse impact on our financial condition or results of operations.
Our efforts to achieve these improvements and efficiencies may not be successful or generate expected cost savings, and we may incur greater costs than currently anticipated to complete these initiatives, which could have an adverse impact on our financial condition or results of operations.
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.
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.
If we were to discover that any of our processes, technologies or products infringe on the valid intellectual property rights of others, we may not be able to obtain the necessary licenses on acceptable terms, or at all, or be able to modify our processes or technologies or re-engineer our products in a manner that is successful in avoiding infringement.
If we were to discover that any of our processes, technologies or products infringe on the valid intellectual property rights of others, we may not be able to obtain the necessary licenses on acceptable terms, or at all, or be able to modify our processes or technologies or re-engineer our products in a manner that is 32 Table of Contents successful in avoiding infringement.
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.
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.
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.
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, MMA, and styrene) together represent approximately 48% of our total cost of goods sold.
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 .
As these 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 .
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.
Our credit, debt and refinance agreements contain 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.
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.
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, 2024, our indebtedness totaled approximately $2.2 billion.
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.
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.
We may also opportunistically pursue dispositions of certain other assets and/or businesses, which may involve material amounts of assets or lines of business, and adversely affect our results of operations, financial condition and liquidity.
We may pursue dispositions of certain other assets and/or businesses, which may involve material amounts of assets or lines of business, and adversely affect our results of operations, financial condition and liquidity.
From time to time, we may be involved in litigation, arbitration or other legal proceedings relating to claims arising out of our operations, business, including but not limited to disputes over prior transactions or service or maintenance costs at sites we do not own.
From time to time, we may be involved in litigation, arbitration or other legal proceedings relating to claims arising out of our operations, business, including but not limited to disputes over prior dispositions or other transactions, disputes over pricing or payments, or disputes over service or maintenance costs at sites we do not own.
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 business and financial performance.
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 23 Table of Contents business and financial performance.
New or proposed legislation addressing the global challenge of plastic waste may place responsibility on producers and sellers to include recycled content in their products. This legislation may impact our sales and place more importance on our initiatives to further develop technologies for recycled products.
New or proposed legislation addressing the global challenge of plastic waste may place responsibility on producers and sellers to include recycled content in their products. This legislation or other market factors may impact our sales and place more importance on our initiatives to further develop technologies for recycled products.
Given the volatility of exchange rates, there can be no assurance that we will be able to effectively manage our currency translation risks or that any volatility in currency exchange rates will not have a material adverse effect on our financial condition or results of operations.
Given the volatility of exchange rates, there can be no assurance that we will be able to effectively manage our currency translation risks or that any 36 Table of Contents volatility in currency exchange rates will not have a material adverse effect on our financial condition 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.
Continued natural gas supply shortages 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.
Our effective tax rate in the future can be impacted by changes in the mix of earnings in countries with different statutory tax rates, changes in the valuation of deferred tax assets and liabilities, changes in tax laws or their interpretations, and other administrative or judicial rulings.
Our effective tax rate in the future can be impacted by changes in the mix of earnings in countries with different statutory tax rates, changes in the valuation of deferred tax assets and liabilities, changes in tax laws or their interpretations, and other administrative or judicial rulings, and changes to our uncertain tax positions.
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.
Therefore, any such cybersecurity incident, disruptions to our operations or violations of data privacy laws could negatively impact our business, 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.
Risks Related to Our Intellectual Property Our business relies on intellectual property and other proprietary information and our failure to adequately protect or effectively enforce our rights could harm our competitive advantages with respect to the manufacturing of some of our products.
Risks Related to Our Intellectual Property Our business relies on intellectual property and other proprietary information and our failure to adequately protect or effectively enforce our rights, or our ability to successfully license our intellectual property, could harm our competitive advantages with respect to the manufacturing of some of our products.
The impact of the ongoing Israel-Hamas war and the threat of a broader conflict in the Middle East may disrupt shipping lanes in the Red Sea and elsewhere, delay shipments in the region, and raise prices for shipping regionally as well as globally, which could have a material adverse impact on our results of operations.
The impact of the Israel-Hamas war and the threat of a broader conflict in the Middle East may disrupt shipping lanes in the Red Sea and elsewhere, 22 Table of Contents delay shipments in the region, and raise prices for shipping regionally as well as globally, which could have a material adverse impact on our results of operations.
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.
Such conditions could materially adversely impact our business and results of operations. 25 Table of Contents 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.
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.
The main currency to which we are exposed is the euro, as approximately 48% of our net sales were generated in Europe in 2024. 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 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. This project was paused in 2023 as a cost control measure, and may not restart in 2024.
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. This project has been paused since 2023 as a cost control measure and may not restart this year.
We continue to explore strategic alternatives related to our styrenics business, which may include the marketing of individual assets and regional businesses, which divestiture remains an important part of our transformation strategy.
W e continue to explore strategic alternatives related to our styrenics business, which may include the marketing of individual assets and regional businesses, which divestiture remains an important part of our transformation strategy.
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.
For the year ended December 31, 2024, we received dividends of $45.0 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.
Heightened regulatory scrutiny, consumer protection actions or customer disapproval of these types 27 Table of Contents of materials could lead to regulatory action or declining sales, and could adversely affect our results of operations and financial condition.
Heightened regulatory scrutiny, consumer protection actions or customer disapproval of these types of materials could lead to regulatory action or declining sales and could adversely affect our results of operations and financial condition.
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.
The ability of our subsidiaries to comply with the covenants, financial ratios and tests contained in the Credit Agreement, the 2028 Refinance Credit Agreement, the OpCo Superpriority Revolver and the Indenture, 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.
Volatility in the cost of energy or raw materials makes it more challenging to manage pricing and pass the increases on to our customers in a timely manner. We believe that rapid changes in pricing also can affect the volume our customers consume.
Volatility in the cost of energy or raw materials makes it more challenging to manage pricing and pass the increases on to our customers in a timely manner. We believe that rapid changes in pricing have affected, and can continue to affect, the volume our customers consume.
Chemical manufacturing is inherently hazardous and p roduction at our manufacturing facilities could be disrupted for a variety of reasons. Disruptions could expose us to significant losses or liabilities.
Chemical manufacturing is inherently hazardous and production at our manufacturing facilities could be disrupted for a variety of reasons. Disruptions could expose us to significant losses or liabilities.
At our 2022 annual general meeting, shareholders authorized the exclusion of preemptive rights for a period of 18 months for (i) the issuance of shares for cash in connection with any rights issue; and (ii) the issuance of shares for cash not to exceed 5% of our issued ordinary share capital as of March 31, 2022 (with an additional 5% provided the company uses it for an acquisition or specified capital investment).
At our most recent annual general meeting, shareholders authorized the exclusion of preemptive rights for a period of 18 months for (i) the issuance of shares for cash in connection with any rights issue; and (ii) the issuance of shares for cash not to exceed 5% of our issued ordinary share capital (with an additional 5% provided the company uses it for an acquisition or specified capital investment).
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 27 Table of Contents expenditures or changes in our operations.
In addition, a substantial portion of our subsidiaries’ current indebtedness is secured by substantially all of our assets, which may make it more difficult to secure additional borrowings at reasonable costs. If we default or declare bankruptcy, after these obligations are met, there may not be sufficient funds or assets to satisfy our subordinate interests, including those of our shareholders.
In addition, the majority of our current indebtedness is secured by virtually all of our assets, which may make it more difficult to secure additional borrowings at reasonable costs. If we default or declare bankruptcy, after these obligations are met, there may not be sufficient funds or assets to satisfy our subordinate interests, including those of our shareholders.
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.
The war 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. Reductions in the supply of natural gas from Russia to Europe led to supply shortages in Europe which may continue.
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. 35 Table of Contents 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.
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; 35 Table of Contents ● 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.
In addition, the loss or disclosure of sensitive or private information about our employees, vendors, or customers as a result of such a breach may result in violations of various data privacy regulations and expose us to litigation, fines and other penalties.
In addition, the loss or disclosure of PII of our employees, vendors, or customers as a result of a data breach may result in violations of various data privacy regulations and expose us to litigation, fines and other penalties.
Shareholders of Irish companies generally do not have a personal right of action against directors or officers of the company and may exercise such rights of action on behalf of the company only in limited circumstances.
Likewise, the duties of directors and officers of an Irish company generally are owed to the company only. Shareholders of Irish companies generally do not have a personal right of action against directors or officers of the company and may exercise such rights of action on behalf of the company only in limited circumstances.
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.
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 and other suppliers for certain raw materials critical to our business.
We are dependent upon the continued safe and reliable operation of our production facilities to minimize risks associated with our manufacturing processes, but we cannot completely eliminate the risk of accidental contamination, discharge or injury resulting from these materials.
These liabilities may be material and can be difficult to identify or quantify. We are dependent upon the continued safe and reliable operation of our production facilities to minimize risks associated with our manufacturing processes, but we cannot completely eliminate the risk of accidental contamination, discharge or injury resulting from these materials.
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.
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.
As an Irish company, Trinseo is governed by the Irish Companies Acts, which differ in some material respects from laws generally applicable to U.S. corporations and shareholders, including, among others, differences relating to interested director and officer transactions and shareholder lawsuits. Likewise, the duties of directors and officers of an Irish company generally are owed to the company only.
As an Irish company, Trinseo is governed by the Irish Companies Acts, which differ in some material respects from laws generally applicable to U.S. corporations and shareholders, including, among others, differences relating to 33 Table of Contents interested director and officer transactions and shareholder lawsuits.
A failure to repay amounts owed under the Senior Credit Facility, 2028 Refinance Credit Facility, our 2029 Senior Notes or 2025 Senior Notes at maturity would result in a default.
A failure to repay amounts owed under the Senior Credit Facility, 2028 Refinance Credit Facility, OpCo Superpriority Revolver or our 2L Notes at maturity would result in a default.
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.
While the divestiture of our styrenics businesses remains a key part of our transformation strategy, we cannot estimate whether economic conditions, capital markets, or other factors will allow us to successfully complete the sale of Americas Styrenics, or to locate an adequate buyer or buyers for our remaining styrenics business, negotiate terms of a sale acceptable to the Company or successfully complete such sale.
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.
Additionally, as of December 31, 2024, we had $91.7 million (net of $20.8 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 $50.0 million of funds available for borrowing under our accounts receivable securitization facility.
There can be no assurance that our business will generate sufficient cash flow from operations or that future borrowings will be available under our Senior Credit Facility to fund liquidity needs in an amount sufficient to enable them to service their indebtedness.
There can be no assurance that our business will generate sufficient cash flow from operations in an amount sufficient to enable us to service our indebtedness, or that sufficient borrowings will be available under our Senior Credit Facility, OpCo Superpriority Revolver, 2028 Refinance Credit Facility or our accounts receivable securitization facility to fund future liquidity needs.
At our 2022 annual general meeting, shareholders authorized the allotment of up to 33% of the nominal value of the Company’s issued ordinary share capital as of March 31, 2022 for a period of 18 months.
At our most recent annual general meeting, shareholders authorized the allotment of up to 20% of the nominal value of the Company’s issued ordinary share capital for a period of 18 months.
For example, current macroeconomic and political instability caused by rising interest rates, inflation, geopolitical tensions, ongoing conflicts between Russia and Ukraine as well as Israel and Hamas could adversely impact global markets and our results of operations.
For example, current macroeconomic and political instability caused by rising interest rates, inflation, geopolitical tensions or conflicts, such as the war between Russia and Ukraine, could continue to adversely impact global markets and our results of operations.
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.
In addition, a breach of any of the covenants in the Credit Agreement, 2028 Refinance Credit Agreement, OpCo Superpriority Revolver, Indenture or accounts receivable securitization facility, or our inability to comply with the required financial ratios, tests or limits could result in a default.
Further changes in trade policy, trade restrictions, tariffs, or other governmental action has the potential to adversely impact demand for our products or our customers’ products, and our costs, including prices of raw materials, which in turn could adversely impact our business, financial condition and results of operations.
Further changes in trade policy, trade restrictions, tariffs, or other governmental action has the potential to adversely impact our costs, including prices of raw materials, or demand for our products or our customers’ products, which in turn could adversely impact our business, financial condition and results of operations. 26 Table of Contents We could be subject to changes in the global and local tax regulatory environments in the jurisdictions in which we operate, which could adversely impact our results of operations.
Third parties determine our credit profile based on a number of factors, including our credit ratings set by independent credit rating agencies, earnings and financial strength, as well as our strategies, operations, and execution of announced actions. Changes to our credit profile could materially impact our credit capacity or restrict our ability to access commercial credit.
Third parties determine our credit profile based on a number of factors, including our credit ratings set by independent credit rating agencies, earnings and financial strength, as well as our strategies, operations, and execution of announced actions.
For example, we face class action claims and regulatory action by various government agencies related to the Bristol Spill, which are ongoing. See Item 3— Legal Proceedings . We may be subject to claims with respect to workplace exposure, workers’ compensation and other health and safety matters.
We face ongoing regulatory action by certain government agencies related to a spill at our Bristol site (see Item 3— Legal Proceedings ). We may be subject to claims with respect to workplace exposure, workers’ compensation and other health and safety matters.
We believe these actions will not only increase our profitability and cash generation but will also enable us to continue investing in transformation projects such as recycling and material substitution innovations, which offer significant growth potential even in the current market environment.
We believe these actions will increase our profitability and cash generation until market conditions improve, while allowing us to continue focusing on transformation projects such as recycling and material substitution innovations, which offer significant growth potential even in the current market environment.
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.
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.
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.
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.
Further, this integration may not result in the realization of the cost and revenue synergies and benefits that we expected at the time of the acquisitions, nor can we give assurances that these benefits will be achieved when expected or at all.
Further, these acquisitions may not result in the realization of the cost and revenue synergies and benefits that we expected at the time of the acquisitions, nor can we give assurances that these benefits will be achieved when expected or at all. These risks may force us to write down the book value of underperforming acquired businesses.
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.
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, the acquisition of Aristech Surfaces LLC, the sale of our synthetic rubber business, and the sale of our proprietary polycarbonate manufacturing assets in Stade, Germany.
In August 2023 we announced a restructuring plan designed to optimize our PMMA sheet network, primarily in Europe, and consolidate manufacturing operations, which included closure of certain plants and product lines, including (i) closure of manufacturing operations at our PMMA cast sheets plant in Bronderslev, Denmark, (ii) closure of manufacturing operations at our batch polyester tray casting plant in Belen, New Mexico, and (iii) closure of our PMMA extruded sheet production line at our Rho, Italy plant.
We also announced a restructuring plan designed to optimize our PMMA sheet network, primarily in Europe, and consolidate manufacturing operations, which included closure of certain plants and product lines, including closure of our manufacturing sites in Matamoros, Mexico, Bronderslev, Denmark, and Belen, New Mexico, closure of our PMMA extruded sheet production line at our Rho, Italy plant and reduction of SB latex capacity at our Hamina, Finland plant.
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 agreements; and (iii) the AR MOD5 Agreement.
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.
Renewal of this exclusion requires approval by Company’s shareholders, by special resolution, being a resolution passed by not less than 75% of votes cast, on or prior to expiration. Should this exclusion not be approved, our ability to issue equity could be limited which could adversely affect our securities holders.
Renewal of this exclusion requires approval by Company’s shareholders, by special resolution, being a resolution passed by not less than 75% of votes cast, on or prior to expiration.
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.
A disease outbreak or pandemic, similar to the COVID-19 pandemic, could negatively impact economies in the countries in which we operate and adversely impact our business, liquidity, financial condition and results of operations.
Global conflicts may also impact our shipping and transportation costs, and delay shipments of our products to our customers or shipments of raw materials to our manufacturing sites.
The outcome of our hedges against energy price volatility could adversely impact our results of operations. Global conflicts and other events may also impact our shipping and transportation costs, and delay shipments of our products to our customers or shipments of raw materials to our manufacturing sites.
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.
We are not able to predict whether such pauses will be permanent, whether new tariffs will be implemented or which jurisdictions would be impacted. 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.
If our third-party service providers experience an information security breach, depending on the nature of the breach, it could compromise confidential, business critical information or cause a disruption in our operations.
If our third-party service providers experience a cybersecurity incident, it could compromise our confidential, information or cause a disruption in our operations.
Under the terms of the above agreements, either party is also permitted to terminate the applicable agreement in a variety of situations, including in the event of the other party’s uncured material breach, insolvency, change of control or cessation of operations.
We are a party to (i) SAR SSAs; (ii) supply and sales agreements; and (iii) the AR MOD5 Agreement, the terms of which permit either party to terminate the applicable agreement in a variety of situations, including in the event of the other party’s uncured material breach, insolvency, change of control or cessation of operations.
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.
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 Risks Related to Acquisitions and Dispositions We may not be successful in the proposed divestiture of our styrenics businesses, including our interest in Americas Styrenics.
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.
We may fail to realize the anticipated benefits of 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.
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 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.
We believe these actions will reduce production risk, reduce ongoing capital expenditures and turnaround costs, as well as lower our carbon footprint.
We believe these actions will reduce production risk and exposure to cyclical markets, reduce ongoing capital expenditures and future turnaround costs.
The Company has devoted significant attention and resources integrating the operations, systems, processes and procedures of the acquired businesses, and we expect to continue to do so. If we fail to effectively integrate, we could lose or diminish the expected benefits of these acquisitions.
Our ability to realize the anticipated benefits of acquisitions will depend on our ability to successfully integrate the underlying businesses into ours. The Company has devoted significant attention and resources integrating the operations, systems, processes and procedures of the acquired businesses, and we expect to continue to do so.
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.
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.
Dispositions may also involve continued financial involvement in the divested business, such as through continuing equity ownership, transition service agreements, supply agreements, guarantees, indemnities or other current or contingent financial obligations.
If any such dispositions were to occur, under the terms of our outstanding third party indebtedness we may be required to apply the proceeds of the sale to repay any borrowings under such facilities and may also involve continued financial involvement in the divested business, such as through continuing equity ownership, transition service agreements, supply agreements, guarantees, indemnities or other current or contingent financial obligations.
We also face risks that we fail to meet our financial and strategic goals, due to, among other things, inability to grow the acquired business, achieve expected margins and grow relationships with customers. We may also be adversely affected by other economic, business, and/or competitive factors which did not exist at the time of closing.
If we fail to effectively integrate or grow acquired businesses, we could lose or diminish the expected benefits of these acquisitions. We also face risks that we fail to meet our financial and strategic goals, due to, among other things, inability to grow the acquired business, achieve expected margins and grow relationships with customers.
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.
Company performance, 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.
Cyber threats are constantly evolving, becoming more sophisticated and being made by groups and individuals with a wide range of expertise and motives, and this increases the difficulty of detecting and successfully defending against them. We also face risks from internal threats to information security, such as from negligent or dishonest employees or consultants.
Cyber threats are constantly evolving, becoming more sophisticated and being made by groups and individuals with a wide range of expertise and motives, and this increases the difficulty of detecting and successfully defending against them. Furthermore, in addition to using our computer systems, we rely on computer systems operated by third-party service providers.
There are several properties which we own on which Dow has been conducting remediation to address historical contamination, while there are other properties with historical contamination that are owned by Dow that we lease for our operations.
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. 28 Table of Contents There are several properties which we own on which Dow has been conducting remediation to address historical contamination, while there are other properties with historical contamination that are owned by Dow that we lease for our 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.
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.

… 47 more changes not shown on this page.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

17 edited+3 added−5 removed13 unchanged
Biggest changePlant facilities are owned by the Company. + Facility located on property owned by the applicable government. ++ Facility located on property under certification with right to build. ** Facility processes waste thermoplastics, such as PMMA, PC, ABS and Polystyrene, into usable raw materials for use in various end consumer applications. 38 Table of Contents We believe that our properties and equipment are generally in good operating condition and are adequate for our present needs.
Biggest changePlant facilities are owned by the Company. ** Facility processes waste thermoplastics, such as PMMA, PC, ABS and Polystyrene, into usable raw materials for use in various end consumer applications. + Facility located on property owned by the applicable government. ++ Facility located on property under certification with right to build. 38 Table of Contents The following table sets forth a list of principal offices, production sites and other facilities used by our 50%-owned joint venture, Americas Styrenics, as of December 31, 2024: Site Name ​ Location ​ Leased/owned ​ Products/Functions ​ Business Segments ​ Americas Styrenics ​ ​ ​ ​ ​ ​ ​ ​ ​ Allyn’s Point ​ USA (CT) ​ Leased ​ Polystyrene ​ Americas Styrenics ​ Cartegena ​ Colombia ​ Owned ​ Polystyrene ​ Americas Styrenics ​ Hanging Rock ​ USA (OH) ​ Leased ​ Polystyrene ​ Americas Styrenics ​ Joliet ​ USA (IL) ​ Owned ​ Polystyrene ​ Americas Styrenics ​ Marietta ​ USA (OH) ​ Owned ​ Polystyrene ​ Americas Styrenics ​ St.
Investors should therefore consult their own professional advisers as to the effects of state, local or foreign laws and regulations, including Irish tax law and regulations, to which they may be subject. There are currently no governmental laws, decrees or regulations in Ireland that restrict the remittance of dividends or other payments to non-resident holders of the Company’s shares.
Investors should therefore consult their own professional advisers as to the effects of state, local or foreign laws and regulations, including Irish tax law and regulations, to which they may be subject. 40 Table of Contents There are currently no governmental laws, decrees or regulations in Ireland that restrict the remittance of dividends or other payments to non-resident holders of the Company’s shares.
U.S. resident shareholders may claim an exemption from the dividend withholding tax by holding their shares in an account through the Depository Trust Company and having on file with their broker or qualifying agent a valid U.S. 40 Table of Contents address on the record date of the dividend, or by completing certain Irish dividend withholding tax exemption forms or filing a certification of U.S. residency (Form 6166).
U.S. resident shareholders may claim an exemption from the dividend withholding tax by holding their shares in an account through the Depository Trust Company and having on file with their broker or qualifying agent a valid U.S. address on the record date of the dividend, or by completing certain Irish dividend withholding tax exemption forms or filing a certification of U.S. residency (Form 6166).
Properties We own and operate production units at 22 manufacturing sites and one recycling facility around the world. In addition, we source products from 7 joint venture sites.
Properties We own and operate production units at 21 manufacturing sites and one recycling facility around the world. In addition, we source products from 7 joint venture sites.
Regardless of the outcome, legal proceedings can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors. For information regarding new matters and material developments in legal proceedings during the year ended December 31, 2023, see “Litigation Matters” in Note 20 to our consolidated financial statements. Item 4.
Regardless of the outcome, legal proceedings can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors. For information regarding new matters and material developments in legal proceedings during the year ended December 31, 2024, see “Litigation Matters” in Note 19 to our consolidated financial statements. Item 4.
Production capacity at our sites can vary depending upon product mix and operating conditions. A majority of our global production facilities are certified to ISO 9001 standards. Our manufacturing facilities have established reliability and maintenance programs and leverage production between sites to maximize efficiency. Our plants often have similar layouts, technology and manufacturing processes, depending upon the product being manufactured.
A majority of our global production facilities are certified to ISO 9001 standards. Our manufacturing facilities have established reliability and maintenance programs and leverage production between sites to maximize efficiency. Our plants often have similar layouts, technology and manufacturing processes, depending upon the product being manufactured.
Our CISO is accountable for the enterprise-wide cybersecurity strategy for both information technology (IT) and operations technology (OT), including significant third-party risks. The cybersecurity team, led by our CISO, is responsible for policies, standards, architecture, tools, training and processes to keep Trinseo secure.
Our CISO is accountable for the enterprise-wide cybersecurity strategy for both information technology (IT) and operations technology (OT), including significant third-party risks. The cybersecurity team, led by our CISO, is responsible for policies, standards, architecture, tools, training and processes to keep Trinseo secure. Our CISO provides regular updates to our Digital Steering or Cybersecurity Steering management committees.
We also own or lease other properties, including office buildings, warehouses, research and development facilities, testing facilities and sales offices. 37 Table of Contents The following table sets forth a list of our principal offices, production sites and other facilities as of December 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Site Name Location Leased/owned Products/Functions Business Segments Corporate Offices ​ ​ ​ ​ ​ Dublin ​ Ireland ​ Leased ​ Corporate office ​ Not applicable ​ Wayne ​ USA (PA) ​ Leased ​ Global operating center ​ Not applicable ​ Hong Kong ​ Hong Kong ​ Leased ​ Regional operating center ​ Not applicable ​ Pfäffikon ​ Switzerland ​ Leased ​ Regional operating center ​ Not applicable ​ Midland ​ USA (MI) ​ Leased ​ Regional operating center ​ Not applicable ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Production Sites ​ ​ ​ ​ ​ ​ ​ ​ ​ Bristol ​ USA (PA) ​ Leased ​ PMMA Resins ​ Engineered Materials ​ Dalton ​ USA (GA) ​ Owned ​ Latex ​ Latex Binders ​ Florence ​ USA (KY) ​ Owned ​ PMMA Sheets ​ Engineered Materials ​ Hamina ​ Finland ​ Owned ​ Latex ​ Latex Binders ​ Hoek ​ The Netherlands ​ Owned ​ Compounds and blends ​ Plastics Solutions ​ Hsinchu ​ Taiwan ​ Owned ​ TPEs, Compounds and blends ​ Engineered Materials, Plastics Solutions ​ Louisville ​ USA (KY) ​ Owned ​ PMMA Resins, PMMA Sheets ​ Engineered Materials ​ Merak++ ​ Indonesia ​ Owned ​ Latex, Polystyrene ​ Latex Binders, Polystyrene ​ Midland* ​ USA (MI) ​ Leased ​ Latex, ABS, SAN ​ Latex Binders, Plastics Solutions ​ Mussolente ​ Italy ​ Owned ​ TPEs ​ Engineered Materials ​ Norrkoping ​ Sweden ​ Owned ​ Latex ​ Latex Binders ​ Porto Marghera ​ Italy ​ Owned ​ MMA ​ Engineered Materials ​ Rheinmünster* ​ Germany ​ Owned ​ Latex ​ Latex Binders ​ Rho ​ Italy ​ Owned ​ PMMA Resins, MMA ​ Engineered Materials ​ Saint Avold ​ France ​ Owned ​ PMMA Sheets ​ Engineered Materials ​ Schkopau* ​ Germany ​ Leased ​ Polystyrene ​ Polystyrene ​ Stade* ​ Germany ​ Leased ​ PC ​ Plastics Solutions ​ Terneuzen* ​ The Netherlands ​ Leased ​ Compounds and blends, Latex, ABS, SAN ​ Latex Binders, Plastics Solutions ​ Tessenderlo* ​ Belgium ​ Leased ​ Polystyrene ​ Polystyrene ​ Tsing Yi+ ​ Hong Kong ​ Leased ​ Polystyrene ​ Polystyrene ​ Ulsan ​ Korea ​ Owned ​ Latex ​ Latex Binders ​ Utrecht ** ​ The Netherlands ​ Leased ​ Recycling facility ​ Plastics Solutions ​ Zhangjiagang* ​ China ​ Leased ​ Latex, ABS ​ Latex Binders, Plastics Solutions ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ R&D Facilities ​ ​ ​ ​ ​ ​ ​ ​ ​ Dalton ​ USA (GA) ​ Owned ​ Latex ​ Latex Binders ​ Florence ​ USA (KY) ​ Leased ​ PMMA Sheets ​ Engineered Materials ​ Hsinchu ​ Taiwan ​ Owned ​ Compounds and blends, TPEs ​ Engineered Materials ​ King of Prussia ​ USA (PA) ​ Leased ​ PMMA Resins, PMMA Sheets ​ Engineered Materials ​ Midland 1300 ​ USA (MI) ​ Leased ​ Latex ​ Latex Binders ​ Midland 1604 ​ USA (MI) ​ Leased ​ Compounds and blends, Latex ​ Plastics Solutions, Latex Binders, Engineered Materials ​ Mussolente ​ Italy ​ Owned ​ TPEs ​ Engineered Materials ​ Rheinmünster ​ Germany ​ Owned ​ Latex ​ Latex Binders ​ Rho ​ Italy ​ Owned ​ PMMA Resins ​ Engineered Materials ​ Shanghai ​ China ​ Leased ​ Latex, Compounds and blends, ABS, PC ​ Latex Binders, Plastics Solutions, Engineered Materials ​ Terneuzen ​ The Netherlands ​ Leased ​ Compounds and blends, ABS, PC ​ Plastics Solutions, Engineered Materials ​ Tsing Yi+ ​ Hong Kong ​ Leased ​ ABS, PC, Compounds and blends ​ Plastics Solutions, Engineered Materials ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Joint Venture ​ ​ ​ ​ ​ ​ ​ ​ ​ Americas Styrenics ​ ​ ​ ​ ​ ​ ​ ​ ​ Allyn’s Point ​ USA (CT) ​ Leased ​ Polystyrene ​ Americas Styrenics ​ Cartegena ​ Colombia ​ Owned ​ Polystyrene ​ Americas Styrenics ​ Hanging Rock ​ USA (OH) ​ Leased ​ Polystyrene ​ Americas Styrenics ​ Joliet ​ USA (IL) ​ Owned ​ Polystyrene ​ Americas Styrenics ​ Marietta ​ USA (OH) ​ Owned ​ Polystyrene ​ Americas Styrenics ​ St.
We also own or lease other properties, including office buildings, warehouses, research and development facilities, testing facilities and sales offices. 37 Table of Contents The following table sets forth a list of our principal offices, production sites and other facilities as of December 31, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Site Name Location Leased/owned Products/Functions Business Segments Corporate Offices ​ ​ ​ ​ ​ Dublin ​ Ireland ​ Leased ​ Corporate office ​ Not applicable ​ Wayne ​ USA (PA) ​ Leased ​ Global operating center ​ Not applicable ​ Hong Kong ​ Hong Kong ​ Leased ​ Regional operating center ​ Not applicable ​ Pfäffikon ​ Switzerland ​ Leased ​ Regional operating center ​ Not applicable ​ Midland ​ USA (MI) ​ Leased ​ Regional operating center ​ Not applicable ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Production Sites ​ ​ ​ ​ ​ ​ ​ ​ ​ Bristol ​ USA (PA) ​ Leased ​ PMMA Resins ​ Engineered Materials ​ Dalton ​ USA (GA) ​ Owned ​ Latex ​ Latex Binders ​ Florence ​ USA (KY) ​ Owned ​ PMMA Sheets ​ Engineered Materials ​ Hamina ​ Finland ​ Owned ​ Latex ​ Latex Binders ​ Hoek ​ The Netherlands ​ Owned ​ Compounds and blends ​ Polymer Solutions ​ Hsinchu ​ Taiwan ​ Owned ​ TPEs, Compounds and blends ​ Engineered Materials ​ Louisville ​ USA (KY) ​ Owned ​ PMMA Resins, PMMA Sheets ​ Engineered Materials ​ Merak++ ​ Indonesia ​ Owned ​ Latex, Polystyrene ​ Latex Binders, Polymer Solutions ​ Midland* ​ USA (MI) ​ Leased ​ Latex, ABS, SAN ​ Latex Binders, Polymer Solutions ​ Mussolente ​ Italy ​ Owned ​ TPEs ​ Engineered Materials ​ Norrkoping ​ Sweden ​ Owned ​ Latex ​ Latex Binders ​ Porto Marghera ​ Italy ​ Owned ​ MMA ​ Engineered Materials ​ Rheinmünster* ​ Germany ​ Owned ​ Latex ​ Latex Binders ​ Rho ​ Italy ​ Owned ​ PMMA Resins, MMA ​ Engineered Materials ​ Saint Avold ​ France ​ Owned ​ PMMA Sheets ​ Engineered Materials ​ Schkopau* ​ Germany ​ Leased ​ Polystyrene ​ Polymer Solutions ​ Terneuzen* ​ The Netherlands ​ Leased ​ Latex, ABS, SAN ​ Latex Binders, Polymer Solutions ​ Tessenderlo* ​ Belgium ​ Leased ​ Polystyrene ​ Polymer Solutions ​ Tsing Yi+ ​ Hong Kong ​ Leased ​ Polystyrene ​ Polymer Solutions ​ Ulsan ​ Korea ​ Owned ​ Latex ​ Latex Binders ​ Utrecht ** ​ The Netherlands ​ Leased ​ Recycling facility ​ Polymer Solutions ​ Zhangjiagang* ​ China ​ Leased ​ Latex, ABS ​ Latex Binders, Polymer Solutions ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ R&D Facilities ​ ​ ​ ​ ​ ​ ​ ​ ​ Dalton ​ USA (GA) ​ Owned ​ Latex ​ Latex Binders ​ Florence ​ USA (KY) ​ Leased ​ PMMA Sheets ​ Engineered Materials ​ Hsinchu ​ Taiwan ​ Owned ​ Compounds and blends, TPEs ​ Engineered Materials ​ King of Prussia ​ USA (PA) ​ Leased ​ PMMA Resins, PMMA Sheets ​ Engineered Materials ​ Midland 1300 ​ USA (MI) ​ Leased ​ Latex ​ Latex Binders ​ Midland 1604 ​ USA (MI) ​ Leased ​ Compounds and blends, Latex ​ Polymer Solutions, Latex Binders, Engineered Materials ​ Mussolente ​ Italy ​ Owned ​ TPEs ​ Engineered Materials ​ Rheinmünster ​ Germany ​ Owned ​ Latex ​ Latex Binders ​ Rho ​ Italy ​ Owned ​ PMMA Resins ​ Engineered Materials ​ Shanghai ​ China ​ Leased ​ Latex, Compounds and blends, ABS, PC ​ Latex Binders, Polymer Solutions, Engineered Materials ​ Terneuzen ​ The Netherlands ​ Leased ​ Compounds and blends, ABS, PC ​ Polymer Solutions, Engineered Materials ​ Tsing Yi+ ​ Hong Kong ​ Leased ​ ABS, PC, Compounds and blends ​ Polymer Solutions, Engineered Materials ​ * Facility co-located with Dow (or other companies) facilities under ground lease agreements.
Market for Registrant’s Common Equity, Related Shareholder Matters, and Issuer Purchases of Equity Securities The principal market on which our ordinary shares is traded is the New York Stock Exchange (“NYSE”), under the ticker symbol “TSE.” As of February 20, 2024, there were two record holders of our ordinary shares, 39,412,129 ordinary shares issued, and 35,263,561 ordinary shares outstanding.
Market for Registrant’s Common Equity, Related Shareholder Matters, and Issuer Purchases of Equity Securities The principal market on which our ordinary shares is traded is the New York Stock Exchange (“NYSE”), under the ticker symbol “TSE.” As of February 19, 2025, there were two record holders of our ordinary shares, 39,630,052 ordinary shares issued, and 35,481,484 ordinary shares outstanding.
This discussion is based on Irish laws and regulations as they stand on the date of this report and is subject to any change in law or regulations or changes in interpretation or application thereof (and which may possibly have a retroactive effect).
It is not intended to be, nor should it be construed to be, legal or tax advice. This discussion is based on Irish laws and regulations as they stand on the date of this report and is subject to any change in law or regulations or changes in interpretation or application thereof (and which may possibly have a retroactive effect).
Our CISO provides regular updates to our cross-functional committees on program objectives, effectiveness, emerging trends, and performance metrics. The Board has ultimate oversight of cybersecurity risk and our CISO provides periodic reports and updates concerning our cybersecurity program to the Board, as well as our Chief Executive Officer and other members of our senior management, as appropriate.
Our Board of Directors has ultimate oversight of cybersecurity risk and our CISO provides periodic reports and updates concerning our cybersecurity program to the Board, as well as our Chief Executive Officer and other members of our senior management, as appropriate.
Mine Safety Disclosures Not applicable. PART II Item 5 .
Mine Safety Disclosures Not applicable. ​ ​ 39 Table of Contents PART II Item 5 .
We have approximately 13,425 beneficial holders who hold shares through brokerage accounts under street names. ​ 39 Table of Contents Stock Performance Graph The following performance graph reflects the comparative changes in the value from December 31, 2018 through December 31, 2023, assuming an initial investment of $100 and the reinvestment of dividends or other cash distributions, if any, in (1) our ordinary shares, (2) the S&P 500 Chemicals Industry GICS Level 3 Index, and (3) the S&P SmallCap 600 Index.
Stock Performance Graph The following performance graph reflects the comparative changes in the value from December 31, 2019 through December 31, 2024, assuming an initial investment of $100 and the reinvestment of dividends or other cash distributions, if any, in (1) our ordinary shares, (2) the S&P 500 Chemicals Industry GICS Level 3 Index, and (3) the S&P SmallCap 600 Index.
Our cybersecurity risk management and internal controls programs are aligned to ISO27001 Standards and the National Institute of Standards and Technology (NIST) framework.
We maintain a cyber risk management program to identify, protect, detect, respond and recover from cyber threats and incidents. Our cybersecurity risk management and internal controls programs are aligned to ISO27001 Standards and the National Institute of Standards and Technology (NIST) framework.
Trinseo has experienced, and will continue to experience, cyber incidents in the normal course of our business. Trinseo has not experienced any material cybersecurity incidents or incurred material expenses related to cybersecurity incidents.
Trinseo faces risks from cybersecurity threats that could have a material adverse effect on our business strategy, results of operations, financial condition, cash flows or reputation. Trinseo has experienced, and will continue to experience, cyber incidents in the normal course of our business. Trinseo has not experienced any material cybersecurity incidents or incurred material expenses related to cybersecurity incidents.
Ireland Tax Considerations The following is a summary discussion of the material Irish tax considerations of the acquisition, ownership and disposition of your ordinary shares that may be applicable to you. I t is not intended to be, nor should it be construed to be, legal or tax advice.
The repurchase authorization expired after 18 months and there were no share repurchases executed under the program. Ireland Tax Considerations The following is a summary discussion of the material Irish tax considerations of the acquisition, ownership and disposition of your ordinary shares that may be applicable to you.
These reports include updates on the Company’s cyber risks and threats, the status of projects to strengthen our information network and data security, assessments of the information security program, and the emerging threat landscape. Trinseo faces risks from cybersecurity threats that could have a material adverse effect on our business strategy, results of operations, financial condition, cash flows or reputation.
Cybersecurity reports to the Board generally occur at least annually, with updates as deemed necessary by our CISO or, senior management. These reports include updates on the Company’s cyber risks and threats, the status of projects to strengthen our information network and data security, assessments of the information security program, and the emerging threat landscape.
Removed
Cybersecurity is incorporated into the Company’s enterprise risk management (“ERM”) program that is reviewed by the Board of Directors (“the Board”). Our Audit Committee has authority to oversee cybersecurity matters as part of its review of ERM. We maintain a cyber risk management program to identify, protect, detect, respond and recover from cyber threats and incidents.
Added
The Audit Committee is responsible for oversight of the Company’s Incident Response Plan, including evaluation of material incidents, response and other related actions, and SEC reporting obligations, which is reviewed at least annually, or as circumstances warrant.
Removed
Cybersecurity reports to the Board generally occur at least annually, with updates as deemed necessary by our CISO, senior management, or as required by our Incident Response Plan.
Added
James ​ USA (LA) ​ Owned ​ Styrene monomer ​ Americas Styrenics ​ Torrance ​ USA (CA) ​ Leased ​ Polystyrene ​ Americas Styrenics ​ We believe that our properties and equipment are generally in good operating condition and are adequate for our present needs. Production capacity at our sites can vary depending upon product mix and operating conditions.
Removed
James ​ USA (LA) ​ Owned ​ Styrene monomer ​ Americas Styrenics ​ Torrance ​ USA (CA) ​ Leased ​ Polystyrene ​ Americas Styrenics ​ * Facility co-located with Dow (or other companies) facilities under ground lease agreements.
Added
We have approximately 7,895 beneficial holders who hold shares through brokerage accounts under street names.
Removed
The repurchase authorization expires after 18 months and repurchases may be effected through open market purchases, 10b5-1 plans or by other means. All repurchases will be carried out by way of redemption in accordance with Irish law and the Company’s constitutional documents. There were no share repurchases during the three months ended December 31, 2023.
Removed
There was $200.0 million remaining for share repurchases under the 2022 share repurchase authorization as of December 31, 2023. Given the Company’s liquidity requirements and related debt covenants, it is unlikely any shares will be repurchased for the foreseeable future.

Item 7. Management's Discussion & Analysis

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

150 edited+58 added−67 removed92 unchanged
Biggest changeRefer 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.
Biggest changeRefer to the Company’s Form 10-K filed on February 23, 2024 for explanations of our results of operations for 2023 in comparison to 2022. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ December 31, ​ (in millions) 2024 ​ % ​ 2023 ​ % 2022 ​ % ​ Net sales ​ $ 3,513.2 ​ 100 % ​ $ 3,675.4 ​ 100 % $ 4,965.5 ​ 100 % Cost of sales ​ 3,247.6 ​ 92 % ​ 3,533.1 ​ 96 % ​ 4,693.2 ​ 95 % Gross profit ​ 265.6 ​ 8 % ​ 142.3 ​ 4 % ​ 272.3 ​ 5 % Selling, general and administrative expenses ​ 327.0 ​ 9 % ​ 310.3 ​ 8 % ​ 398.8 ​ 8 % Equity in earnings of unconsolidated affiliate ​ 15.4 ​ — % ​ 62.1 ​ 2 % ​ 102.2 ​ 2 % Impairment and other charges ​ ​ — ​ — % ​ ​ 349.5 ​ 10 % ​ ​ 339.6 ​ 7 % Operating loss ​ (46.0) ​ (1) % ​ (455.4) ​ (12) % ​ (363.9) ​ (8) % Interest expense, net ​ 267.5 ​ 8 % ​ 188.4 ​ 5 % ​ 112.9 ​ 2 % (Gain) loss on extinguishment of long-term debt ​ ​ 0.6 ​ — % ​ ​ 6.3 ​ — % ​ ​ (0.8) ​ — % Other expense (income), net ​ 3.9 ​ — % ​ (17.2) ​ — % ​ (6.4) ​ — % Loss before income taxes ​ (318.0) ​ (9) % ​ (632.9) ​ (17) % ​ (469.6) ​ (10) % Provision for (benefit from) income taxes ​ 30.5 ​ 1 % ​ 68.4 ​ 2 % ​ (41.6) ​ (1) % Net loss from continuing operations ​ $ (348.5) ​ (10) % ​ $ (701.3) ​ (19) % ​ $ (428.0) ​ (9) % Net loss from discontinued operations, net of income taxes ​ — ​ — % ​ — ​ — % ​ (2.9) ​ — % Net loss ​ $ (348.5) ​ (10) % ​ $ (701.3) ​ (19) % ​ $ (430.9) ​ (9) % 2024 vs. 2023 Net Sales Net sales decreased 4% year-over-year, primarily driven by intentionally reducing volumes or exiting low-margin businesses, particularly in Polymer Solutions and Latex Binders, in order to optimize plant operations and sales mix. 43 Table of Contents Cost of Sales The 8% decrease in cost of sales was primarily attributable to a 4% decrease from lower utilities, and a 4% decrease due to lower sales volumes.
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.
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.
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.
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, 2023 and 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, 2024, 2023, and 2022.
(Gain) Loss on Extinguishment of Long-Term Debt Loss on extinguishment of long-term debt was $6.3 million for the year ended December 31, 2023, which related to the Company’s debt refinancing during the third quarter of 2023.
Loss on extinguishment of long-term debt was $6.3 million for the year ended December 31, 2023, which related to the Company’s debt refinancing during the third quarter of 2023.
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.
Refer to Note 16 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.
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.
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, 2024, 2023, and 2022.
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 17 in the consolidated financial statements.
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 16 in the consolidated financial statements.
Also included in our Senior Credit Facility is our 2028 Term Loan B (with original principal of $750.0 million, maturing in May 2028), which requires scheduled quarterly payments in amounts equal to 0.25% of the original principal. The stated interest rate on our 2028 Term Loan B is SOFR plus 2.50% (subject to a 0.00% SOFR floor).
The Senior Credit Facility also includes our 2028 Term Loan B (with original principal of $750.0 million, maturing in May 2028), which requires scheduled quarterly payments in amounts equal to 0.25% of the original principal. The stated interest rate on our 2028 Term Loan B is SOFR plus 2.50% (subject to a 0.00% SOFR floor).
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.
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 17 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) 2024 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) 2025 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 17 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 16 in the consolidated financial statements for more information on our debt arrangements.
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. The Company does not have any outstanding interest rate swap agreements as of December 31, 2023.
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. The Company does not have any outstanding interest rate swap agreements as of December 31, 2024.
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, 2023.
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, 2024.
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.
As of December 31, 2024, 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, 2024, we had no variable rate debt issued under our 2026 Revolving Facility.
Impairment and other charges During the year ended December 31, 2023, the Company recorded a non-cash goodwill impairment charge of $349.0 million related to the Engineered Materials reporting unit, as described within Note 15 in the consolidated financial statements.
Impairment and other charges During the year ended December 31, 2023, the Company recorded a non-cash goodwill impairment charge of $349.0 million related to the Engineered Materials reporting unit, as described within Note 14 in the consolidated financial statements.
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.
A 1% change in the euro will impact our annual profitability by approximately $1.4 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.
The 2028 Refinance Term Loans bear interest at a rate per annum equal to Term SOFR (as defined in the 2028 Refinance Credit Agreement) plus 8.50%, subject to a 3.00% SOFR floor, and was issued at a 3.0% original issue discount.
The 2028 Refinance Term Loans bear interest at a rate per annum equal to Term SOFR (as defined in the 2028 Refinance Credit Agreement) plus 8.50%, subject to a 3.00% SOFR floor, and were issued at a 3.0% original issue discount.
These dividends are well within the available capacity under the terms of the restrictive covenants contained in the Senior Credit Facility and Indentures. Further, significant additional capacity continues to be available under the terms of these covenants to support expected future dividends to shareholders, should the Company continue to declare them.
These dividends are within the available capacity under the terms of the restrictive covenants contained in the Senior Credit Facility and Indentures. Further, additional capacity continues to be available under the terms of these covenants to support expected future dividends to shareholders, should the Company continue to declare them.
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.
As of December 31, 2024, 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.
As such, during periods of significant raw material price volatility, the Company may experience material volatility in earnings and cash flows due to the lag in passing through raw material costs, primarily for benzene, ethylene, butadiene, styrene, MMA, and acetone.
As such, during periods of significant raw material price volatility, the Company may experience material volatility in earnings and cash flows due to the lag in passing through raw material costs, primarily for styrene, butadiene, MMA, and acetone.
As such, changes in the fair value of the 2017 CCS that were included in the assessment of effectiveness (changes due to spot foreign exchange rates) were recorded as cumulative foreign currency translation within accumulated other comprehensive income or loss (“AOCI”), and will remain in AOCI until either the sale or substantially complete liquidation of the subsidiary.
As such, changes in the fair value of the 2017 CCS that were included in the assessment of effectiveness (changes due to spot foreign exchange rates) were recorded as cumulative foreign 55 Table of Contents currency translation within accumulated other comprehensive income or loss (“AOCI”), and will remain in AOCI until either the sale or substantially complete liquidation of the subsidiary.
Definite-lived intangible assets, which are primarily comprised of customer relationships, developed technology, tradenames, and software, are amortized over their estimated useful lives using the straight-line method and are assessed for impairment whenever events or changes in circumstances indicate the carrying value of the asset may not be recoverable.
Definite-lived intangible assets, which are primarily comprised of customer relationships, developed technology, tradenames, and software, are 56 Table of Contents amortized over their estimated useful lives using the straight-line method and are assessed for impairment whenever events or changes in circumstances indicate the carrying value of the asset may not be recoverable.
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.
Cash Flows The table below summarizes our primary sources and uses of cash for the years ended December 31, 2024, 2023, and 2022. We have derived the summarized cash flow information from our audited financial statements.
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.
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.
The Company presents certain pension plan assets valued at net asset value per share as a practical expedient outside of the fair value hierarchy. Recent Accounting Pronouncements We describe the impact of recent accounting pronouncements in Note 2 of the consolidated financial statements, included elsewhere within this Annual Report. Item 7A.
The Company presents certain pension plan assets valued at net asset value per share as a practical expedient outside of the fair value hierarchy. 60 Table of Contents Recent Accounting Pronouncements We describe the impact of recent accounting pronouncements in Note 2 of the consolidated financial statements, included elsewhere within this Annual Report. Item 7A.
Raw Material Price Risk We purchase certain raw materials such as benzene, ethylene, butadiene, BPA, styrene, MMA, and acetone primarily under short- and long-term supply contracts. The pricing terms for these raw material purchases are generally determined based on commodity indices and prevailing market conditions within the relevant geography.
Raw Material Price Risk We purchase certain raw materials such as styrene, butadiene, BPA, MMA, PC, and acetone primarily under short- and long-term supply contracts. The pricing terms for these raw material purchases are generally determined based on commodity indices and prevailing market conditions within the relevant geography.
Refer to the aforementioned section of Item 1 for more information regarding these agreements, including details regarding the rights of the Company and Dow to terminate said agreements. Derivative Instruments The Company’s ongoing business operations expose it to various risks, including fluctuating foreign exchange rates, interest rate risk, and commodity price risk.
Refer to the aforementioned section of 54 Table of Contents Item 1 for more information regarding these agreements, including details regarding the rights of the Company and Dow to terminate said agreements. Derivative Instruments The Company’s ongoing business operations expose it to various risks, including fluctuating foreign exchange rates, interest rate risk, and commodity price risk.
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.
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.
For the year ended December 31, 2023, management assessed whether there were any changes in facts and circumstances that would result in any changes to the valuation allowance conclusions reached in the prior years.
For the year ended December 31, 2024, management assessed whether there were any changes in facts and circumstances that would result in any changes to the valuation allowance conclusions reached in the prior years.
Although operating results continued to be challenged by customer destocking and macroeconomic conditions, which resulted in reduced customer demand and negative earnings, there was a significant increase in cash performance during the year primarily as a result of targeted inventory control actions and cash improvement initiatives.
Although operating results continued to be challenged by customer destocking and macroeconomic conditions, which resulted in reduced 52 Table of Contents customer demand and negative earnings, there was a significant increase in cash performance during the year primarily as a result of targeted inventory control actions and cash improvement initiatives.
This performance measure is not intended to represent net income or other measures of financial performance. As such, it should not be used as an alternative to net income as an indicator of operating performance. Other companies in our industry may define Adjusted EBITDA differently than we do.
This performance measure is not intended to represent net income or other measures of financial performance. As such, it should not be 47 Table of Contents used as an alternative to net income as an indicator of operating performance. Other companies in our industry may define Adjusted EBITDA differently than we do.
In addition, even when raw material costs may be passed on to our customers, during periods of high raw material price volatility, customers without minimum purchase requirements with us may choose to delay purchases of our materials or, in some cases, substitute purchases of our materials with less costly products.
In addition, even when raw material costs may be passed on to our customers, during periods of high raw material price volatility, customers without minimum purchase requirements with us may choose to delay purchases of our materials or, in some cases, substitute purchases of 62 Table of Contents our materials with less costly products.
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.
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.
The WACC is calculated incorporating weighted average returns on debt and equity from similar market participants, and therefore, changes in the market, which are beyond the control of the Company, may have an impact on future calculations of estimated fair value.
The WACC is calculated incorporating weighted average returns on debt and 57 Table of Contents equity from similar market participants, and therefore, changes in the market, which are beyond the control of the Company, may have an impact on future calculations of estimated fair value.
The weighted average assumptions used to determine pension plan obligations and net periodic benefit costs are provided below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-U.S. Defined ​ U.S.
The weighted average assumptions used to determine pension plan obligations and net periodic benefit costs are provided below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-U.S. Plans ​ U.S.
The following sections present net sales, Adjusted EBITDA, and Adjusted EBITDA margin by segment for the years ended December 31, 2023, 2022, and 2021. Inter-segment sales have been eliminated. Refer to Note 24 in the consolidated financial statements for a detailed definition of Adjusted EBITDA and a reconciliation of income from continuing operations before income taxes to segment Adjusted EBITDA.
The following sections present net sales, Adjusted EBITDA, and Adjusted EBITDA margin by segment for the years ended December 31, 2024, 2023, and 2022. Inter-segment sales have been eliminated. Refer to Note 23 in the consolidated financial statements for a detailed definition of Adjusted EBITDA and a reconciliation of income from continuing operations before income taxes to segment Adjusted EBITDA.
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.
In addition, as of December 31, 2024 and 2023, we had $107.7 million and $161.4 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, 2024 and 2023, all of which is readily convertible into other foreign currencies, including the U.S. dollar.
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.
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 21 in the consolidated financial statements for more details on these employee benefit plans and the future payments expected to be made for them through 2034.
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.
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. plan would change our 2025 pension expense by less than $0.1 million. Plan assets totaled $106.7 million and $106.5 million as of December 31, 2024 and 2023.
As of December 31, 2023, the Company was in compliance with all debt covenant requirements under the 2028 Refinance Credit Agreement and the Credit Agreement.
As of December 31, 2024, the Company was in compliance with all debt covenant requirements under the 2028 Refinance Credit Agreement and the Credit Agreement.
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.
The Company had no material assets classified as held-for-sale as of December 31, 2024. As noted above, our goodwill impairment testing is performed annually as of October 1 at a reporting unit level.
As of January 1, 2023, the Company realigned the Engineered Materials segment reporting structure. The PMMA business and Aristech Surfaces reporting units were combined with the Legacy Engineered Materials reporting unit to 57 Table of Contents form the Engineered Materials reporting unit.
As of January 1, 2023, the Company realigned the Engineered Materials segment reporting structure. The PMMA business and Aristech Surfaces reporting units were combined with the Legacy Engineered Materials reporting unit to form the Engineered Materials reporting unit.
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 $1.6 million. 62 Table of Contents Item 8.
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 $6.0 million. Item 8.
Lower sales volumes from weak underlying demand and continued customer destocking, primarily in building & construction, consumer electronics, and wellness applications contributed to an 11% decrease year-over-year.
Additionally, lower sales volumes from weak underlying demand and continued customer destocking, primarily in building & construction, consumer electronics, and wellness applications contributed to an 7% decrease year-over-year.
If an event of default occurs, the Term Lenders will be entitled to take various actions, including the acceleration of amounts due under the 2028 Refinance Term Loans.
If an event of default occurs, the Term Lenders will be entitled to take various actions, including the acceleration of amounts due under the 2028 Refinance Term Loans (as defined below).
Pension Plans and Postretirement Benefits We have various company-sponsored retirement plans covering substantially all employees. We also provide certain health care and life insurance benefits to retired employees in the United States. The U.S.-based plans provide health care benefits, including hospital, physicians’ services, drug and major medical expense coverage, and life insurance benefits.
Pension Plans and Postretirement Benefits We have various company-sponsored retirement plans covering substantially all employees. We also provide certain health care and life insurance benefits to retired employees in the United States (the “OPEB Plans”). The OPEB plans provide health care benefits, including hospital, physicians’ services, drug and major medical expense coverage, and life insurance benefits.
Based on weighted average outstanding borrowings under the 2028 Term Loan B and 2028 Refinance Term Loans for the year ended December 31, 2023, an increase in 100 basis points in SOFR would have resulted in approximately $23.8 million of additional interest expense for the period.
Based on weighted average outstanding borrowings under the 2028 Term Loan B and 2028 Refinance Term Loans for the year ended December 31, 2024, an increase in 100 basis points in SOFR would have resulted in approximately $1.4 million of additional interest expense for the period.
Liquidity is defined under the 2028 Refinance Credit Agreement as a combination of cash and cash equivalents held at certain of the Company’s restricted subsidiaries as well as the funds available for borrowing under both the 2026 Revolving Facility and the Accounts Receivable Securitization Facility, subject to certain restrictions outlined in the 2028 Refinance Credit Agreement.
Liquidity is defined under the 2028 Refinance Credit Agreement as a combination of cash and cash equivalents held at certain of the Company’s restricted subsidiaries as well as the funds available for borrowing under both the 2026 Revolving Facility (as defined below) and the 2024 A/R Facility, subject to certain restrictions outlined in the 2028 Refinance Credit Agreement.
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.
Our ability to generate cash from operations to service our indebtedness and meet other liquidity needs is subject to certain risks described herein and under Item 1A – Risk Factors . As of December 31, 2024, we were in compliance with all the covenants and default provisions under our debt agreements.
These negative factors combined with no other tax planning strategies identified that could allow the Company to utilize its deferred tax asset, resulted in management’s decision to establish a full valuation allowance against the net deferred tax asset position in December 2023.
These negative factors combined with no other tax planning strategies identified that could allow the Company to utilize its deferred tax asset, resulted in management’s decision to establish a full valuation allowance against the net deferred tax asset position during the year ended December 31, 2024.
Among this evidence is the cumulative loss, magnitude of business losses in 2022 and 2023, current adverse economic conditions, restructuring initiatives and higher financial costs.
Among this evidence was the cumulative loss, magnitude of business losses in 2023 and 2024, current adverse economic conditions, restructuring initiatives and higher financial costs.
Free Cash Flow is defined as cash from operating activities, less capital expenditures. We believe that Free Cash Flow provides an indicator of the Company’s ongoing ability to generate cash through core operations, as it excludes the cash impacts of various financing transactions as well as cash flows from business combinations that are not considered organic in nature.
We believe that Free Cash Flow provides an indicator of the Company’s ongoing ability to generate cash through core operations, as it excludes the cash impacts of various financing transactions as well as cash flows from business combinations that are not considered organic in nature.
We continue to evaluate our historical 58 Table of Contents and projected operating results for several legal entities for which we maintain valuation allowances on net deferred tax assets. We are subject to income taxes in Ireland, the United States and numerous foreign jurisdictions, and are subject to audit within these jurisdictions.
We continue to evaluate our historical and projected operating results for several legal entities for which we maintain valuation allowances on net deferred tax assets. We are subject to income taxes in Ireland, Luxembourg, the United States and numerous foreign jurisdictions, and are subject to income tax audits within these jurisdictions.
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.
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.
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.
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 $231.5 million for the year ended December 31, 2024.
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.
For discussion related to 2022 activity, refer to the Company’s Form 10-K filed on February 23, 2024. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ December 31, (in millions) ​ 2024 2023 ​ 2022 Net loss ​ $ (348.5) $ (701.3) ​ $ (430.9) ​ Net loss from discontinued operations ​ ​ — ​ ​ — ​ ​ (2.9) ​ Net loss from continuing operations ​ ​ (348.5) ​ ​ (701.3) ​ ​ (428.0) ​ Interest expense, net ​ 267.5 ​ 188.4 ​ 112.9 ​ Provision for (benefit from) income taxes ​ 30.5 ​ 68.4 ​ (41.6) ​ Depreciation and amortization ​ 210.2 ​ 221.2 ​ 236.9 ​ EBITDA (a) ​ $ 159.7 ​ $ (223.3) ​ $ (119.8) ​ Net gain on disposition of businesses and assets (b) ​ ​ (7.1) ​ ​ (25.6) ​ (1.8) ​ Restructuring and other charges (c) ​ ​ 44.7 ​ ​ 31.4 ​ 15.9 ​ Acquisition transaction and integration net costs (d) ​ ​ — ​ ​ (1.4) ​ ​ 6.6 ​ Asset impairment charges or write-offs (e) ​ ​ — ​ ​ 2.7 ​ ​ 6.3 ​ European Commission request for information (f) ​ ​ — ​ ​ — ​ ​ 36.2 ​ Goodwill impairment charges (g) ​ ​ — ​ ​ 349.0 ​ ​ 297.1 ​ Other items (h) ​ ​ 6.4 ​ ​ 21.5 ​ 71.2 ​ Adjusted EBITDA ​ $ 203.7 ​ $ 154.3 ​ $ 311.7 ​ (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.
Net cash used in operating activities from discontinued operations during the year ended December 31, 2022 totaled $2.9 million. 52 Table of Contents Investing Activities Net cash used in investing activities from continuing operations during the year ended December 31, 2023 totaled $31.7 million, which was primarily attributable to capital expenditures of $69.7 million offset by proceeds from the sale of business and other assets of $38.0 million.
Net cash used in investing activities from continuing operations during the year ended December 31, 2023 totaled $31.7 million, which was primarily attributable to capital expenditures of $69.7 million offset by proceeds from the sale of business and other assets of $38.0 million.
Refer to the Company’s Form 10-K filed on February 27, 2023 for discussion related to 2021. ​ 53 Table of Contents Contractual Obligations and Commercial Commitments The Company’s primary contractual obligations and commercial commitments consist of the payments for principal and interest on our outstanding long-term debt, raw material purchases, funding requirements under our pension and other postretirement benefits, lease commitments, and obligations under our SAR SSAs.
Refer to the Company’s Form 10-K filed on February 23, 2024 for discussion related to 2022. ​ Contractual Obligations and Commercial Commitments The Company’s primary contractual obligations and commercial commitments consist of the payments for principal and interest on our outstanding long-term debt, raw material purchases, funding requirements under our pension and other postretirement benefits, lease commitments, and obligations under our SAR SSAs.
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 Company also recorded impairment charges of $0.5 million related to the Boehlen styrene monomer assets during the years ended December 31, 2023, as described within Note 18 in the consolidated financial statements.
Americas Styrenics Segment ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ Percentage Change ​ ​ ($ in millions) 2023 ​ 2022 ​ 2021 ​ 2023 vs. 2022 ​ 2022 vs. 2021 ​ ​ Adjusted EBITDA* ​ $ 62.1 ​ ​ $ 102.2 ​ ​ $ 92.7 ​ ​ (39) % 10 % ​ * The results of this segment are comprised entirely of earnings from Americas Styrenics, our equity method investment.
Americas Styrenics Segment ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ Percentage Change ​ ​ ($ in millions) 2024 ​ 2023 ​ 2022 ​ 2024 vs. 2023 ​ 2023 vs. 2022 ​ ​ Adjusted EBITDA* ​ $ 15.4 ​ ​ $ 62.1 ​ ​ $ 102.2 ​ ​ (75) % (39) % ​ * The results of this segment are comprised entirely of earnings from Americas Styrenics, our equity method investment.
During the year ended December 31, 2023, the Company declared total dividends of $0.17 per ordinary share, or $6.2 million, of which $0.9 million, inclusive of dividend equivalents, remains accrued as of December 31, 2023 and the majority of which was paid in January 2024.
During the year ended December 31, 2024, the Company declared total dividends of $0.04 per ordinary share, or $1.3 million, of which $0.6 million, inclusive of dividend equivalents, remains accrued as of December 31, 2024 and the majority of which was paid in January 2025.
Impairment assessments on each reporting unit were performed immediately before and after the change in organizational structure where it was concluded there was no goodwill impairment.
Impairment assessments on each reporting unit were performed immediately before and after the change in organizational structure where it was concluded there was no goodwill impairment for the year ended December 31, 2024.
The Company’s 2028 Refinance Term Loans bear interest at a rate per annum equal to Term SOFR (as defined in the 2028 Refinance Credit Agreement) plus 8.50%, subject to a 3.00% SOFR floor.
The Company’s 2028 Refinance Term Loans bear interest at a rate per annum equal to Term SOFR (as defined in the 2028 Refinance Credit Agreement) plus 8.50%, subject to a 3.00% SOFR floor. The Company’s 2028 Term Loan B bears an interest rate of SOFR plus 2.50% (subject to a 0.00% SOFR floor).
Our sources of liquidity include cash on hand, cash flow from continuing operations, and amounts available under the Senior Credit Facility and the Accounts Receivable Securitization Facility (discussed further below).
Our sources of liquidity include cash on hand, cash flow from continuing operations, and amounts available under the Senior Credit Facility and the 2024 A/R Facility (discussed further below).
Effective interest rates for the borrowings included in the table below exclude the impact of deferred financing fee amortization, certain other fees charged to interest expense (such as fees for unused commitment fees during the period), and the impacts of derivatives designated as hedging instruments. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of and for the Year Ended ​ As of and for the Year Ended ​ ​ December 31, 2023 ​ December 31, 2022 ​ ​ ​ ​ Effective ​ ​ ​ ​ ​ Effective ​ ​ ​ ​ ​ ​ Interest ​ Interest ​ ​ ​ Interest ​ Interest ($ 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 $375.0 million.
Effective interest rates for the borrowings included in the table below exclude the impact of deferred financing fee amortization, certain other fees charged to interest expense (such as fees for unused commitment fees during the period), and the impacts of derivatives designated as hedging instruments. 49 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of and for the Year Ended ​ As of and for the Year Ended ​ ​ December 31, 2024 ​ December 31, 2023 ​ ​ ​ ​ Effective ​ ​ ​ ​ ​ Effective ​ ​ ​ ​ ​ ​ Interest ​ Interest ​ ​ ​ Interest ​ Interest ($ in millions) Balance Rate Expense Balance ​ Rate Expense 2029 Senior Notes ​ $ 447.0 ​ 5.0 % $ 24.8 ​ $ 447.0 ​ 5.1 % $ 24.8 ​ 2025 Senior Notes ​ ​ 115.0 ​ 5.3 % ​ 6.5 ​ ​ 115.0 ​ 5.4 % ​ 21.4 ​ Senior Credit Facility ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 Term Loan B ​ ​ — ​ — % ​ — ​ ​ — ​ — % ​ 34.1 ​ 2028 Term Loan B ​ ​ 721.9 ​ 8.0 % ​ 62.2 ​ ​ 728.9 ​ 8.2 % ​ 59.9 ​ 2026 Revolving Facility ​ ​ — ​ — % ​ 2.9 ​ ​ — ​ — % ​ 2.3 ​ 2028 Refinance Term Loans ​ ​ 1,083.2 ​ 14.4 % ​ 167.8 ​ ​ 1,046.5 ​ 13.8 % ​ 50.4 ​ Accounts Receivable Securitization Facility ​ 75.0 ​ 8.7 % 6.9 ​ — ​ — % 1.3 ​ Other indebtedness ​ 6.3 ​ 3.6 % 0.4 ​ 7.2 ​ — % 0.4 ​ Total ​ $ 2,448.4 ​ ​ ​ $ 271.5 ​ $ 2,344.6 ​ ​ ​ $ 194.6 ​ As of December 31, 2024, our Senior Credit Facility included the 2026 Revolving Facility and had a borrowing capacity of $375.0 million.
The amounts involved may be material. Trinseo Materials Operating S.C.A. and Trinseo Materials Finance, Inc.
The amounts involved may be material. Trinseo Holding S.á r.l. (formerly Trinseo Materials Operating S.C.A.) and Trinseo Materials Finance, Inc.
Despite the economic environment, the Company maintains access to capital resources through continued focus on liquidity improvement actions. The cash flows provided by operating activities was $148.7 million for the year ended December 31, 2023.
Despite the economic environment, the Company maintains access to capital resources through continued focus on liquidity improvement actions. The cash flows used by operating activities was $14.2 million for the year ended December 31, 2024.
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.
Plan ​ OPEB Plans ​ ​ ​ December 31, ​ December 31, ​ December 31, ​ ​ ​ 2024 ​ 2023 ​ 2024 ​ 2023 ​ 2024 ​ 2023 ​ Pension and other postretirement plan obligations: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Discount rate for projected benefit obligation / accumulated postretirement benefit obligation ​ 3.09 % 3.16 % 5.70 % 5.19 % 5.15 % 6.41 % Net periodic benefit costs: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Discount rate for service cost ​ 2.57 % 3.24 % 5.20 % 5.55 % 6.40 % 6.01 % Discount rate for interest cost ​ 3.19 % 3.54 % 5.10 % 5.41 % 6.25 % 5.82 % Expected long-term rate of return on plan assets ​ 3.17 % 3.20 % 6.90 % 6.50 % 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) 2025 pension expense for our non-U.S. plans by approximately $1.0 million and $(0.9) million, respectively.
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.
We compensate for these limitations by providing a reconciliation to cash provided by operating activities, which is determined in accordance with GAAP. 53 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ December 31, ​ (in millions) 2024 2023 2022 ​ Cash provided by (used in) operating activities ​ $ (14.2) ​ $ 148.7 ​ $ 43.5 ​ Capital expenditures ​ ​ (63.3) ​ ​ (69.7) ​ ​ (149.0) ​ Free Cash Flow ​ $ (77.5) ​ $ 79.0 ​ $ (105.5) ​ Refer to the discussion above for significant impacts to cash provided by operating activities for the years ended December 31, 2024 and 2023.
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.
Provision for (Benefit from) Income Taxes Provision for income taxes was $30.5 million and $68.4 million for the years ended December 31, 2024 and 2023, respectively, which resulted in an effective tax rate of (10)% and (11)%, respectively.
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.
As of December 31, 2024, the Company had $456.2 million of raw material purchase obligations, of which $155.3 million is due within the next twelve months. These commitments have remaining terms ranging from one to four years. Refer to Note 19 in the consolidated financial statements for more information on raw material purchase commitments.
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, 2024, the Company’s estimated minimum commitments related to our finance and operating lease obligations was $93.4 million, of which $18.1 million is due within the next twelve months. Refer to Note 20 in the consolidated financial statements for further information on our lease portfolio and future lease obligations.
Other income, net for the year ended December 31, 2022 was $7.2 million.
Other income, net for the year ended December 31, 2023 was $17.2 million.
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.
The 2010 A/R Facility incurred fixed interest charges of 1.65% on outstanding borrowings plus variable commercial paper rates which vary by month and by currency, as outstanding balances could be denominated in euros and U.S. dollars, as well as fixed charges of 0.80% on available, but undrawn commitments.
Other income, net was comprised of foreign exchange transaction gains of $8.0 million, which included $41.0 million of foreign exchange transaction losses primarily from the remeasurement of our euro denominated payables due to the relative changes in rates between the U.S. dollar and the euro during the period, more than offset by $49.0 million of gains from our foreign exchange forward contracts.
Other income, net was comprised of foreign exchange transaction losses of $1.7 million, which included $19.5 million of foreign exchange transaction losses primarily from the remeasurement of our euro denominated payables due to the relative changes in rates between the 44 Table of Contents U.S. dollar and the euro during the period, partially offset by $17.8 million of gains from our foreign exchange forward contracts.
The volume decrease was partially offset by higher volumes to automotive applications. Also contributing to the overall decrease was a 12% decrease from lower pricing due to the pass through of lower raw material costs. The $2.0 million, or 2%, decrease in Adjusted EBITDA was primarily due to lower sales volume of $8.6 million, or 9%.
The volume decrease was partially offset by higher volumes for automotive applications. Also contributing to the overall decrease was a 16% decrease from lower pricing due to the pass through of lower raw material costs. The $ 62 .6 million, or 55%, decrease in Adjusted EBITDA was primarily due to lower sales volume of $42.4 million, or 37%.
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.
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.
Based on our current year known costs and assuming that we continue with the SAR SSAs with similar annualized costs going forward, we estimate our contractual obligations under these agreements to be approximately $89.8 million annually for 2024 through 2028, and a total of $896.7 million thereafter through June 2040.
Based on our current year known costs and assuming that we continue with the SAR SSAs with similar annualized costs going forward, we estimate our contractual obligations under these agreements to be approximately $24.1 million annually for 2025 through 2029, and a total of $160.4 million thereafter through June 2041.
As of 49 Table of Contents December 31, 2023 and 2022, we had $2,344.6 million and $2,353.7 million, respectively, in outstanding indebtedness and $521.5 million and $701.3 million, respectively, in working capital (calculated as current assets from continuing operations less current liabilities from continuing operations).
As of December 31, 2024 and 2023, we had $2,448.4 million and $2,344.6 million, respectively, in outstanding indebtedness and $267.3 million and $521.5 million, respectively, in working capital (calculated as current assets from continuing operations less current liabilities from continuing operations).

… 195 more changes not shown on this page.

Other TSE 10-K year-over-year comparisons