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What changed in Trinseo PLC's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Trinseo PLC's 2024 and 2025 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 2025 report.

+322 added−331 removedSource: 10-K (2026-03-13) vs 10-K (2025-02-27)

Top changes in Trinseo PLC's 2025 10-K

322 paragraphs added · 331 removed · 194 edited across 3 sections

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

77 edited+54 added−19 removed154 unchanged
Biggest changeInvestors 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.
Biggest changeInvestors and other readers are urged to consider all of these risks, uncertainties and other factors carefully in evaluating our business. ● Risks associated with our ability to continue as a going concern. ● Unexpected payment obligations or liabilities which could create liquidity challenges, and challenge our ability to continue as a going concern. ● Risks related to discussions with our financial stakeholders, including our ability to successfully restructure our indebtedness or obtain necessary waivers or amendments. ● The delisting of our ordinary shares from the New York Stock Exchange, resulting in an immediate suspension of trading, and a significantly limited trading market, or no market, for our ordinary shares. ● Deterioration of our credit profile limiting our access to commercial credit. ● Risks related to our current and future level of indebtedness. ● Restrictions in the terms of our subsidiaries’ indebtedness may limit our ability to respond to or take certain actions. ● 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. ● 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. 18 Table of Contents ● 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. ● 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. ● 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.
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.
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 eliminate the risk of accidental contamination, discharge or injury resulting from these materials.
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.
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 growth potential even in the current market environment.
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.
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.
Such incidents result from external threats including cyber-attacks by criminal groups, state-sponsored actors or social-activist (hacktivist) organizations or internal threats including malicious employees, mishandled information or inappropriate access.
Such incidents may result from external threats including cyber-attacks by criminal groups, state-sponsored actors or social-activist (hacktivist) organizations or internal threats including malicious employees, mishandled information or inappropriate access.
If our access to capital were to become significantly constrained, or if costs of capital increased significantly due to increased interest rates, lowered credit ratings, prevailing industry conditions, the volatility of the capital markets or other factors, or if economic conditions were to further deteriorate, then our financial condition, our results of operations, and cash flows could be adversely affected.
If our access to capital were to become significantly constrained, or if costs of capital increased significantly due to increased interest rates, adverse credit ratings, prevailing industry conditions, the volatility of the capital markets or other factors, or if economic conditions were to further deteriorate, then our financial condition, our results of operations, and cash flows could be adversely affected.
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.
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 44% of our total cost of goods sold.
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.
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 suspension of a new enterprise resource planning (“ERP”) system implementation could cause disruption to our operations.
We use large quantities of hazardous substances, generate hazardous wastes and emit wastewater and air pollutants in our manufacturing operations. Consequently, our operations are subject to extensive environmental, health and safety laws and regulations at both the national and local level in multiple jurisdictions.
We use large quantities of hazardous substances, generate hazardous waste and emit wastewater and air pollutants in our manufacturing operations. Consequently, our operations are subject to extensive environmental, health and safety laws and regulations at both the national and local level in multiple jurisdictions.
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.
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 Super-Priority 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.
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.
In addition, in some areas we benefit from certain trade protections, 28 Table of Contents 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.
Our ability to develop, manufacture or sell products and technology outside of these defined areas may be impeded by the intellectual property rights that have been retained by Dow, which could adversely affect our business, financial condition and results of operations. Additionally, infringement on these intellectual property rights could also impact our business and 31 Table of Contents competitive position.
Our ability to develop, manufacture or sell products and technology outside of these defined areas may be impeded by the intellectual property rights that have been retained by Dow, which could adversely affect our business, financial condition and results of operations. Additionally, infringement on these intellectual property rights could also impact our business and competitive position.
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.
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.
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.
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 Super-Priority Revolver, 2028 Refinance Credit Facility or our accounts receivable securitization facility to fund future liquidity needs.
The undetected, unremedied, or unauthorized use of our intellectual property rights or the legitimate development or acquisition of intellectual property that is similar to or competes with ours by third parties could reduce or eliminate the competitive advantage we have as a result of our intellectual property, adversely affecting our financial condition and results of operations.
The undetected, unremedied, or unauthorized use of our intellectual property rights or the legitimate development or acquisition of intellectual property that is similar to or competes with ours by third parties could reduce or eliminate the 32 Table of Contents competitive advantage we have as a result of our intellectual property, adversely affecting our financial condition and results of operations.
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.
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 23 Table of Contents our synthetic rubber business, and the sale of our proprietary polycarbonate manufacturing assets in Stade, Germany.
Liabilities associated with the investigation and cleanup of hazardous substances, as well as personal injury, property damage or environmental damages arising from the release of, or exposure to, such hazardous substances, may be imposed in many situations without regard to violations of laws or regulations or other fault.
Liabilities associated with the investigation and cleanup of hazardous substances, as well as personal injury, property damage or environmental damages arising from the release of, or 25 Table of Contents exposure to, such hazardous substances, may be imposed in many situations without regard to violations of laws or regulations or other fault.
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.
Adverse events affecting the health of the economy, including recessionary conditions, inflation, 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.
Our inability to compete in these markets could have a material effect on our financial condition and results of operations. Fluctuations in currency exchange rates may significantly impact our results of operations and may significantly affect the comparability of our results between financial periods. Our operations are conducted by subsidiaries in many countries.
Our inability to compete in these markets could have a material effect on our financial condition and results of operations. 36 Table of Contents Fluctuations in currency exchange rates may significantly impact our results of operations and may significantly affect the comparability of our results between financial periods. Our operations are conducted by subsidiaries in many countries.
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.
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.
A cybersecurity incident or breach of our systems, or that of a third-party service provider, could lead to ransom, shutdown or destruction of our critical manufacturing systems, manufacturing downtimes or operational disruptions, and other significant costs, which could adversely affect our reputation, financial condition and results of operations.
A cybersecurity incident or breach of our systems, or that of a third-party service provider, could lead to ransom, shutdown or destruction of our critical manufacturing systems, manufacturing downtimes or operational disruptions, and other significant costs, which could adversely affect 33 Table of Contents our reputation, financial condition and 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.
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.
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.
In addition, a breach of any of the covenants in the Credit Agreement, 2028 Refinance Credit Agreement, OpCo Super-Priority 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.
We are required to meet a minimum liquidity test under our 2028 Refinance Credit Agreement, our OpCo Superpriority Revolver and our accounts receivable securitization facility. The OpCo Superpriority Revolver also contains a revised springing covenant and an anti-cash hoarding covenant.
We are required to meet a minimum liquidity test under our 2028 Refinance Credit Agreement, our OpCo Super-Priority Revolver and our accounts receivable securitization facility. The OpCo Super-Priority Revolver also contains a revised springing covenant and an anti-cash hoarding covenant.
Deterioration in the financial and credit market heightens the risk of customer bankruptcies and delay in payment. We are unable to predict the duration of the current economic conditions or their effects on financial markets, our business and results of operations.
Deterioration in the financial and credit market heightens the risk of customer bankruptcies and delay in payment. We are unable to predict the duration of the current economic conditions or their effects on financial markets, our 35 Table of Contents business and results of operations.
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.
The main currency to which we are exposed is the euro, as approximately 46% of our net sales were generated in Europe in 2025. 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 may be unable to achieve cost savings and other benefits from our restructuring activities and cost reduction initiatives. Starting in December 2022, we have announced several restructuring programs designed to reduce costs, streamline commercial and operational activities, improve profitability, preserve cash flow and reduce exposure to cyclical markets.
We may be unable to achieve cost savings and other benefits from our restructuring activities and cost reduction initiatives. We have announced several restructuring programs designed to reduce costs, streamline commercial and operational activities, improve profitability, preserve cash flow and reduce exposure to cyclical markets.
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.
Cybersecurity threats are constantly evolving, becoming more sophisticated and being made by groups and individuals with a wide range of expertise and motives, increasing 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.
We also cannot be certain that we will be successful in identifying opportunities for divestiture of our styrenics business or identifying investments in assets we believe best fit our portfolio transformation, whether such opportunities will be available at a price and at terms acceptable to us, or at all, or whether we will face difficulties due to timing or funding availability.
We also cannot be certain that we will be successful in identifying investments in assets we believe best fit our portfolio transformation, whether such opportunities will be available at a price and at terms acceptable to us, or at all, or whether we will face difficulties due to timing or funding availability.
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.
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.
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.
For the year ended December 31, 2025, we received dividends of $12.5 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.
As additional jurisdictions enact similar legislation, transitional relief expires, and other provisions and guidance of Pillar Two go into effect, our effective tax rate and cash tax payments could increase in future years which could have an adverse impact on our future operating results and cash flows.
As the OECD continues to update their administrative guidance, additional jurisdictions enact similar legislation, transitional relief expires, and other provisions and guidance of Pillar Two go into effect, our effective tax rate and cash tax payments could increase in future years which could have an adverse impact on our future operating results and cash flows.
Materials such as acrylonitrile, ethylbenzene, styrene, butadiene, bisphenol-A (“BPA”), methyl methacrylate (“MMA”), UV-stabilizers, and halogenated flame retardant and others are used in the manufacturing of our products and have come under scrutiny due to potentially significant or perceived health and safety concerns.
Materials such as acrylonitrile, ethylbenzene, styrene, butadiene, bisphenol-A (“BPA”), MMA, UV-stabilizers, and halogenated flame retardant and others are used in the manufacturing of our products and have come under scrutiny due 29 Table of Contents to potentially significant or perceived health and safety concerns.
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.
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.
If the availability of any of our principal raw materials is limited, we may be unable to produce some of our products in the quantities demanded by our customers, which could have an adverse effect on plant utilization and our sales of products requiring such raw materials.
See Item 1— Business— Sources and Availability of Raw Materials . 24 Table of Contents If the availability of any of our principal raw materials is limited, we may be unable to produce some of our products in the quantities demanded by our customers, which could have an adverse effect on plant utilization and our sales of products requiring such raw materials.
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.
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.
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.
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.
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.
For example, current macroeconomic and political instability caused by inflation, geopolitical tensions or conflicts, such as the Russia-Ukraine war and military conflict in Iran, could continue to adversely impact global markets and our results of operations.
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.
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.
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 .
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.
We may also be adversely affected by other economic, business, and/or competitive factors which did not exist at the time of closing.
We may also be adversely affected by other economic, business, and/or competitive factors which did not exist at the time of closing. Such conditions could materially adversely impact our business and results of operations.
These restrictions are subject to certain qualifications and 29 Table of Contents exceptions which could allow us to incur additional indebtedness. If new debt is added to our subsidiaries’ current debt levels, the risks related to indebtedness that we now face could intensify.
The terms of our debt contain significant restrictions on the incurrence of additional indebtedness and pledge of existing or future assets. These restrictions are subject to certain qualifications and exceptions which could allow us to incur additional indebtedness. If new debt is added to our subsidiaries’ current debt levels, the risks related to indebtedness that we now face could intensify.
Risks Related to Our Relationship with Dow Dow provides significant operating and other services, and certain raw materials used in the production of our products, under agreements that are important to our business. The failure of Dow to perform its obligations, or the termination of these agreements, could adversely affect our operations.
Risks Related to Our Relationship with Dow Dow provides significant operating and other services, and certain raw materials used in the production of our products, under agreements that are important to our business.
These plans also included workforce reductions and the elimination and consolidation of certain executive positions to 21 Table of Contents streamline the Company’s internal general & administrative network. As a result of these closures, we no longer produce styrene or virgin polycarbonate and will purchase all our styrene and polycarbonate needs from external suppliers.
These plans included workforce reductions and the elimination and consolidation of certain executive positions to streamline the Company’s internal general & administrative network. As a result of these closures, we no longer produce certain products and instead will purchase from external suppliers.
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.
Further changes in trade policy, trade restrictions, tariffs, or other governmental action have 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.
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.
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.
Delays or cost increases related to capital and other spending programs involving engineering, procurement and construction of facilities or manufacturing lines or the development of new technologies could materially adversely affect our ability to achieve forecasted operating results.
In addition, delays or cost increases related to engineering, procurement, and construction activities, or to the development of new technologies, could materially adversely affect our ability to achieve forecasted operating results.
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.
Downturns in general economic conditions can cause fluctuations in demand for our products, product prices, volumes and margins. Rising inflation 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.
If the implementation of the ERP system does not restart, or not proceed as expected, or does not operate as intended, could negatively impact the effectiveness of our internal control over financial reporting. Any of these types of disruptions could have a negative effect on our business, operating results, and financial condition.
The continued suspension of the ERP implementation, or any future restart that does not proceed as planned or fails to operate as intended, could negatively affect the effectiveness of our internal control over financial reporting. These types of disruptions could adversely impact our business, operating results, and financial condition.
Differences in views among joint venture participants and our inability to unilaterally implement sales and production strategies or determine cash distributions from joint ventures may significantly impact short-term and longer-term financial results, financial condition and the value of our ordinary shares.
Differences in views among joint venture participants and our inability to unilaterally implement sales and production strategies or determine cash distributions from joint ventures may significantly impact short-term and longer-term financial results, financial condition and the value of our ordinary shares. 27 Table of Contents 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.
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.
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.
These provisions may discourage potential takeover attempts, discourage bids for our ordinary shares at a premium over the market price, and may negatively impact the voting and other rights of our shareholders. These provisions could also discourage proxy contests and make it more difficult for our shareholders to elect directors other than those nominated by our board of directors.
These provisions may discourage potential takeover attempts, discourage bids for our ordinary shares at a premium over the market price, and may negatively impact the voting and other rights of our shareholders.
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.
The failure of Dow to perform its obligations, or the termination of these agreements, could adversely affect our operations. 31 Table of Contents 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.
In addition, the eventual implementing of a new ERP system may require significant resources and refinement to fully realize the expected benefits of the system. Risks Related to Our Ordinary Shares Irish law differs from the laws in effect in the U.S. and may afford less protection to holders of our securities than companies formed in the U.S.
Additionally, if the ERP project is eventually reinitiated, significant resources and further refinement may be required to achieve the anticipated benefits. Risks Related to Our Ordinary Shares Irish law differs from the laws in effect in the U.S. and may afford less protection to holders of our securities than companies formed in the U.S.
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.
The outcome of our hedges against energy price volatility could adversely impact our results of operations. Global conflicts and geopolitical instability may adversely affect our regional and global shipping networks, increase transportation and logistics costs, and delay shipments of our products or the raw materials on which we rely.
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.
These restrictions may affect our ability to operate our business and may limit our ability to take advantage of business opportunities.
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.
A broader or prolonged regional conflict could amplify these impacts, potentially disrupting key supply chains, increasing our operating costs, and materially and adversely affecting our results of operations. 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.
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.
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.
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.
A failure to service or repay amounts owed under the Senior Credit Facility, 2028 Refinance Credit Facility, OpCo Super-Priority Revolver or 2L Note Indenture when due, or at the end of any applicable grace period, would result in a default.
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.
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.
We may be subject to losses due to liabilities or lawsuits related to contaminated land we own or operate or arising out of environmental damage or personal injuries associated with exposure to chemicals or the release of chemicals.
Additionally, we may incur substantial costs, including penalties, fines, damages, criminal or civil sanctions and remediation costs for the failure to comply with these laws or permit requirements. 30 Table of Contents We may be subject to losses due to liabilities or lawsuits related to contaminated land we own or operate or arising out of environmental damage or personal injuries associated with exposure to chemicals or the release of chemicals.
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.
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 or grow acquired businesses, we could lose or diminish the expected benefits of these acquisitions.
We continue to explore strategic alternatives related to our styrenics business as an important step in our transformation strategy. In 2024 we announced that we had commenced a sale process for our interest in Americas Styrenics LLC, pursuant to an ownership exit provision in our joint venture agreement.
Risks Related to Acquisitions and Dispositions We may not be successful in the proposed divestiture of our interest in Americas Styrenics. In 2024 we announced that we had commenced a sale process for our interest in Americas Styrenics LLC, pursuant to an ownership exit provision in our joint venture agreement.
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.
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.
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.
Prolonged or worsening natural gas shortages could lead to additional price increases, energy-supply rationing, or temporary reductions or shutdowns of our European manufacturing operations, any of which could materially and adversely affect our business or results of operations.
For more information regarding our indebtedness, please see Item 7— Management’s Discussion and Analysis of Financial Conditions and Results of Operations— Capital Resources, Indebtedness and Liquidity. 30 Table of Contents Risks Related to Litigation We are party to certain legal proceedings, and may be subject to additional litigation, arbitration or legal proceedings in the future.
For more information regarding our indebtedness, please see Item 7— Management’s Discussion and Analysis of Financial Conditions and Results of Operations— Capital Resources, Indebtedness and Liquidity. Risks Related to Our Operations We are subject to risks associated with our strategy to transform to a specialty materials and sustainable solutions provider.
If a default occurs, lenders may refuse to lend us additional funds and the lenders or noteholders could declare all of the debt and any accrued interest and fees immediately due and payable. A default under one of our subsidiaries’ debt agreements may trigger a cross-default under our other debt agreements.
If a default occurs, lenders may refuse to lend us additional funds or terminate existing commitments, lenders or noteholders could declare all of the debt and any accrued interest and fees immediately due and payable and demand immediate repayment, or certain lenders could exercise remedies against the collateral securing their debt agreements, including but not limited to rights to take possession and dispose of certain of our assets.
Compliance with more stringent environmental requirements would likely increase our costs of transportation and storage of raw materials and finished products, as well as the costs of storage and disposal of wastes. Additionally, we may incur substantial costs, including penalties, fines, damages, criminal or civil sanctions and remediation costs for the failure to comply with these laws or permit requirements.
Compliance with more stringent environmental requirements would likely increase our costs of transportation and storage of raw materials and finished products, as well as the costs of storage and disposal of waste.
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.
The war between Russia and Ukraine continues to affect global energy markets, particularly in Europe, contributing to elevated volatility and higher prices for natural gas and other energy supplies. Reductions in Russian natural gas deliveries to Europe have resulted in supply constraints which are expected to persist.
We are subject to income taxes in Ireland, the United States, and numerous other foreign jurisdictions where our subsidiaries are organized. Due to economic and political conditions, tax rates in these jurisdictions may change significantly.
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. We are subject to income taxes in Ireland, the United States, and numerous other foreign jurisdictions where our subsidiaries are organized.
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.
Supreme Court decisions addressing executive authority and administrative rulemaking have added further uncertainty to the tariff and trade policy environment. 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.
Project delays or budget overages may arise as a result of unpredictable events, which may be beyond our control, including, but not limited to: ● denial of or delay in receiving requisite regulatory approvals, licenses and/or permits; ● unanticipated increases in the cost of construction materials, labor, or utilities; ● disruptions in transportation of components or construction materials; ● adverse weather conditions or natural disasters, equipment malfunctions, explosions, fires or spills affecting our facilities, or those of vendors or suppliers; ● disease outbreaks, epidemics or pandemics, and government responses thereto; ● shortages of sufficiently skilled labor, or labor disagreements resulting in unplanned work stoppages; or ● non-performance by, or disputes with, vendors, partners, suppliers, contractors or subcontractors.
Project delays or budget overruns may arise from factors beyond our control, including: ● delays in obtaining required regulatory approvals, licenses, or permits; ● increases in the cost of construction materials, labor, or utilities; ● transportation disruptions affecting components or materials; ● adverse weather, natural disasters, equipment failures, fires, explosions, or spills at our facilities or those of our suppliers; ● disease outbreaks and related governmental responses; ● shortages of skilled labor or labor disputes; or ● non ‑ performance or disputes with vendors, suppliers, contractors, or partners If we are unable to execute capital projects within expected budgets or timelines, or if market conditions deteriorate during the project period, our business, financial condition, results of operations, and cash flows could be materially and adversely affected.
Our products are sold in markets that are sensitive to changes in general economic conditions, such as sales of automotive and construction products. Downturns in general economic conditions can cause fluctuations in demand for our products, product prices, volumes and margins.
General Risks Conditions in the global economy and capital markets may adversely affect our results of operations, financial condition and cash flows. Our products are sold in markets that are sensitive to changes in general economic conditions, such as sales of automotive and construction products.
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 began a multi-year transition to a new ERP system intended to replace most of our core financial systems, but the project was paused in 2023 as a cost-control measure and has not restarted. At this time, we do not expect the project to resume in the foreseeable future.
For more information regarding our indebtedness, see Item 7— Management’s Discussion and Analysis of Financial Conditions and Results of Operations— Capital Resources, Indebtedness and Liquidity. The terms of our subsidiaries’ indebtedness may restrict our current and future operations, particularly our ability to respond to change or to take certain actions.
The terms of our subsidiaries’ indebtedness may restrict our current and future operations, particularly our ability to respond to change or to take certain actions. Our credit, debt and refinance agreements contain covenants imposing certain restrictions on our subsidiaries’ businesses.
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.
Risks Related to Our Indebtedness Our current and future level of indebtedness of our subsidiaries could adversely affect our financial condition.
Any attempts to take us over will be subject to Irish Takeover Rules and subject to review by the Irish Takeover Panel.
These provisions could also discourage proxy contests and make it more difficult for our shareholders to elect directors other than those nominated by our board of directors. 34 Table of Contents Any attempts to take us over will be subject to Irish Takeover Rules and subject to review by the Irish Takeover Panel.
Removed
Risks Related to Our Operations We are subject to risks associated with our strategy to transform to a specialty materials and sustainable solutions provider.
Added
Risks Related to Our Ability to Continue as a Going Concern We have identified conditions and events that raise substantial doubt about our ability to continue as a going concern. Doubts regarding our ability to continue as a going concern could materially adversely affect our business, results of operations and financial condition, and share price.
Removed
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.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

12 edited+5 added−2 removed19 unchanged
Biggest changeWe 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.
Biggest changeThe following table sets forth a list of our principal offices, production sites and other facilities as of December 31, 2025: ​ ​ ​ ​ ​ Site Name ​ ​ ​ Location ​ ​ ​ Leased/owned ​ ​ ​ Products/Functions ​ ​ ​ Business Segments Corporate Offices ​ ​ ​ ​ ​ Dublin ​ Ireland ​ Leased ​ Corporate office ​ Not applicable ​ Paris ​ France ​ 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 ​ Engineered Materials ​ 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 ​ 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 ​ ​ 38 Table of Contents Site Name ​ ​ ​ Location ​ ​ ​ Leased/owned ​ ​ ​ Products/Functions ​ ​ ​ Business Segments R&D Facilities ​ ​ ​ ​ ​ ​ ​ ​ ​ Dalton ​ USA (GA) ​ Owned ​ Latex ​ Latex Binders ​ Exton ​ USA (PA) ​ Leased ​ PMMA Resins, Compounds and blends ​ Engineered Materials ​ Florence ​ USA (KY) ​ Leased ​ PMMA Sheets ​ Engineered Materials ​ Hsinchu ​ Taiwan ​ Owned ​ Compounds and blends, TPEs ​ 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 ​ 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.
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.
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, 2025, see “Litigation Matters” in Note 19 to our consolidated financial statements. Item 4.
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.
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.
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.
Stock Performance Graph The following performance graph reflects the comparative changes in the value from December 31, 2020 through December 31, 2025, 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 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.
Our CISO provides regular updates to our Digital Steering or Cybersecurity Steering management committees. 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.
We have approximately 7,895 beneficial holders who hold shares through brokerage accounts under street names.
We have approximately 10,645 beneficial holders who hold shares through brokerage accounts under street names.
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.
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 37 Table of Contents our CISO, is responsible for policies, standards, architecture, tools, training and processes to keep Trinseo secure.
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).
This discussion is based on Irish laws and regulations as they stand on the date of this report and 40 Table of Contents is subject to any change in law or regulations or changes in interpretation or application thereof (and which may possibly have a retroactive effect).
Plant 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.
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, 2025: 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.
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.
Properties We own and operate production units at 20 manufacturing sites and one recycling facility around the world. In addition, we source products from 7 sites owned by our joint venture. We also own or lease other properties, including office buildings, warehouses, research and development facilities, testing facilities and sales offices.
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.
The share price performance shown in the graph is not necessarily indicative of future price performance. 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.
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.
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.” On March 2, 2026, we received written notice (the “Notice”) from the NYSE that they determined to commence proceedings to delist the Company’s ordinary shares and will file a Form 25 with the SEC to delist the Company’s ordinary shares from the NYSE upon completion of applicable procedures.
Removed
The share price performance shown in the graph is not necessarily indicative of future price performance.
Added
Plant 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.
Removed
Purchases of equity securities by the Company and affiliated purchasers On September 2, 2022, the board of directors of the Company unanimously approved the authorization of a share repurchase program where the Company may repurchase up to $200.0 million of our ordinary shares, subject to certain parameters defined by the board of directors.
Added
The delisting will be effective 10 days after the filing of the Form 25.
Added
As stated in the Notice, the NYSE reached its decision to delist the Company’s securities pursuant to Section 802.01B of the NYSE Listed Company Manual because the Company had fallen below the NYSE continued listing standard requiring listed companies to maintain an average market capitalization over a 30-trading day period of at least $15.0 million.
Added
None of the Notice, suspension of trading or delisting from the NYSE is expected to affect the Company’s business operations, its relationships with partners or employees or its current SEC reporting obligations. As of March 5, 2026, there were two record holders of our ordinary shares, 40,708,436 ordinary shares issued, and 36,559,868 ordinary shares outstanding.
Added
It is not intended to be, nor should it be construed to be, legal or tax advice.

Item 7. Management's Discussion & Analysis

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

105 edited+69 added−116 removed79 unchanged
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.
Biggest changeResults of Operations Results of Operations for the Years Ended December 31, 2025, 2024, and 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ December 31, ​ (in millions) ​ ​ ​ 2025 ​ % ​ ​ ​ ​ 2024 ​ % ​ ​ ​ ​ ​ ​ 2023 ​ % ​ Net sales ​ $ 2,974.9 ​ 100 % ​ $ 3,513.2 ​ 100 % ​ ​ ​ $ 3,675.4 ​ 100 % Cost of sales ​ 2,809.0 ​ 94 % ​ 3,247.6 ​ 92 % ​ 3,533.1 ​ 96 % Gross profit ​ 165.9 ​ 6 % ​ 265.6 ​ 8 % ​ 142.3 ​ 4 % Selling, general and administrative expenses ​ 417.0 ​ 14 % ​ 327.0 ​ 9 % ​ 310.3 ​ 8 % Equity in earnings (losses) of unconsolidated affiliate ​ (3.1) ​ — % ​ 15.4 ​ — % ​ 62.1 ​ 2 % Impairment and other charges ​ ​ — ​ — % ​ ​ — ​ — % ​ ​ 349.5 ​ 10 % Operating loss ​ (254.2) ​ (8) % ​ (46.0) ​ (1) % ​ (455.4) ​ (12) % Interest expense, net ​ 273.8 ​ 9 % ​ 267.5 ​ 8 % ​ 188.4 ​ 5 % Loss on extinguishment of long-term debt ​ ​ 0.2 ​ — % ​ ​ 0.6 ​ — % ​ ​ 6.3 ​ — % Other expense (income), net ​ (25.2) ​ (1) % ​ 3.9 ​ — % ​ (17.2) ​ — % Loss before income taxes ​ (503.0) ​ (16) % ​ (318.0) ​ (9) % ​ (632.9) ​ (17) % Provision for income taxes ​ 42.6 ​ 1 % ​ 30.5 ​ 1 % ​ 68.4 ​ 2 % Net loss ​ $ (545.6) ​ (17) % ​ $ (348.5) ​ (10) % ​ $ (701.3) ​ (19) % 2025 vs. 2024 Net Sales Net sales decreased 15% compared to the prior year, reflecting a 10% reduction in sales volumes across all business segments due to continued weakness in end-market demand and a 6% decrease from lower pricing.
In doing so, we are providing management, investors, and credit rating agencies with an indicator of our ongoing performance and business trends, removing the impact of transactions and events that we would not consider a part of our core operations. There are limitations to using the financial performance measures such as Adjusted EBITDA.
In doing so, we are providing management, investors, and credit rating agencies with an indicator of our ongoing performance and business trends, removing the impact of transactions and events that we would not consider a part of our core operations. There are limitations to using financial performance measures such as Adjusted EBITDA.
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.
(Gain) Loss on Extinguishment of Long-Term Debt Loss on extinguishment of long-term debt was $0.6 million for the year ended December 31, 2024, this is comprised entirely of the write-off of unamortized deferred financing costs due to the Company terminating the 2010 A/R Facility in July 2024 and paying the outstanding amount in full.
Loss on extinguishment of long-term debt was $0.6 million for the year ended December 31, 2024, this is comprised entirely of the write-off of unamortized deferred financing costs due to the Company terminating the 2010 A/R Facility in July 2024 and paying the outstanding amount in full.
Additionally, refer to Item 7A— Quantitative and Qualitative Disclosures about Market Risk for discussion of our interest rate and foreign currency risks related to our debt and debt-related hedging arrangements. The Company has certain raw material purchase contracts where we are required to purchase certain minimum volumes at the then prevailing market prices.
Additionally, refer to Item 7A— Quantitative and Qualitative Disclosures about Market Risk for discussion of our interest rate and foreign currency risks related to our debt and debt-related hedging arrangements. The Company has certain raw material purchase contracts where we are required to purchase certain minimum volumes at prevailing market prices.
(h) Other items for the years ended December 31, 2024 and 2023 primarily relate to third party fees incurred in conjunction with certain of the Company’s strategic initiatives, including the ERP upgrade project.
Other items for the years ended December 31, 2024 and 2023 primarily relate to third party fees incurred in conjunction with certain of the Company’s strategic initiatives, including the ERP upgrade project.
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.
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, 2025, 2024, and 2023.
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.
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 $2.6 million. Item 8.
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.
The following sections present net sales, Adjusted EBITDA, and Adjusted EBITDA margin by segment for the years ended December 31, 2025, 2024, and 2023. 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.
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.
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) 2026 pension expense by approximately $0.1 million and $(0.1) million, respectively.
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.
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, 2025.
We use a full yield curve approach in the estimation of the future service and interest cost components of net periodic benefit cost for our defined benefit pension and other postretirement benefit plans by applying the specific spot rates along the yield curve used in the determination of the benefit obligation to the relevant projected cash flows.
We use a fully-yield curve approach in the estimation of the future service and interest cost components of net periodic benefit cost for our defined benefit pension and other postretirement benefit plans by applying the specific spot rates along the yield curve used in the determination of the benefit obligation to the relevant projected cash flows.
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.
Based on weighted average outstanding borrowings under the 2028 Term Loan B and 2028 Refinance Term Loans for the year ended December 31, 2025, an increase in 100 basis points in SOFR would have resulted in approximately $1.4 million of additional interest expense for the period.
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.
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, 2025.
(b) Amounts for the year ended December 31, 2024 primarily relate to the sale of the plants in Bronderslev, Denmark and Belen, New Mexico while the amounts for the year ended December 31, 2023 primarily relate to the sale of the Matamoros, Mexico manufacturing facility. Refer to Note 6 in the consolidated financial statements for further information.
(d) Amounts for the year ended December 31, 2024 primarily relate to the sale of the plants in Bronderslev, Denmark and Belen, New Mexico while the amounts for the year ended December 31, 2023 primarily relate to the sale of the Matamoros, Mexico manufacturing facility. Refer to Note 6 in the consolidated financial statements for further information.
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.
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, 2025, 2024, and 2023.
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 of December 31, 2025, 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.
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.
The Company also recorded impairment charges of $0.5 million related to the Boehlen styrene monomer assets during the year ended December 31, 2023, as described within Note 18 in the consolidated financial statements.
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.
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.
The Company has operating and finance leases for certain of its plant and warehouse sites, office spaces, rail cars, storage facilities, and equipment. The Company’s leases have remaining terms of one month through twelve years.
The Company has operating and finance leases for certain of its plant and warehouse sites, office spaces, rail cars, storage facilities, and equipment. The Company’s leases have remaining terms of one month through eleven years.
As a result, it may be difficult to use EBITDA, or similarly-named financial measures that other companies may use, to compare the performance of those companies to our performance. We compensate for these limitations by providing reconciliations of our EBITDA results to our net income, which is determined in accordance with GAAP.
As a result, it may be difficult to use EBITDA, or similarly-named financial measures that other companies may use, to compare the performance of 47 Table of Contents 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.
Commodity Cash Flow Hedges & Commodity Economic Hedges The Company purchases certain commodities, primarily natural gas, to operate facilities and generate heat and steam for various manufacturing processes, which are subject to price volatility.
Commodity Cash Flow Hedges & Commodity Economic Hedges The Company purchased certain commodities, primarily natural gas, to operate facilities and generate heat and steam for various manufacturing processes, which are subject to price volatility.
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.
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.
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.
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.
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.
For the year ended December 31, 2025, 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.
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.
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.
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 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.
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.
A 1% change in the euro will impact our annual profitability by approximately $0.7 million on a pre-tax basis. We have legal entities consolidated in our financial statements that have functional currencies other than the U.S. dollar, our reporting currency.
The selling prices of our products are generally based, in part, on the current or forecasted costs of our key raw materials, but are often subject to a predetermined lag period for the pass through of these costs.
The selling prices of our products 59 Table of Contents are generally based, in part, on the current or forecasted costs of our key raw materials but are often subject to a predetermined lag period for the pass through of these costs.
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.
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 2026 pension expense by less than $0.1 million. Plan assets totaled $108.2 million and $106.7 million as of December 31, 2025 and 2024.
Foreign Currency Exchange Rate Risks The Company’s ongoing business operations expose us to foreign currency risks, including fluctuating foreign exchange rates. Our primary foreign currency exposure is the euro-to-U.S. dollar exchange rate, noting that approximately 48% of our net sales were generated in Europe for the year ended December 31, 2024.
Foreign Currency Exchange Rate Risks The Company’s ongoing business operations expose us to foreign currency risks, including fluctuating foreign exchange rates. Our primary foreign currency exposure is the euro-to-U.S. dollar exchange rate, noting that approximately 46% of our net sales were generated in Europe for the year ended December 31, 2025.
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.
Other expense, 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 U.S. dollar and the euro during the period, partially offset by $17.8 million of gains from our foreign exchange forward contracts.
In order to manage the risk of price fluctuations associated with these commodity purchases, as deemed appropriate, the Company may enter into commodity swaps agreements or option contracts.
In order to manage the risk of price 53 Table of Contents fluctuations associated with these commodity purchases, as deemed appropriate, the Company may enter into commodity swaps agreements or option contracts.
As of December 31, 2024, the 2024 A/R Facility borrowings bear interest at a rate per annum equal to Adjusted Term SOFR or EURIBOR (each as defined in the 2024 A/R Facility credit agreement, subject to a 1.00% floor), depending on the borrowing currency, plus a margin of 4.75% and the Company incurs interest on a minimum of $75.0 million of advances, irrespective of actual amounts outstanding.
As of December 31, 2025, the Accounts Receivable Securitization Facility borrowings bear interest at a rate per annum equal to Adjusted Term SOFR or EURIBOR (each as defined in the Accounts Receivable Securitization Facility credit agreement, subject to a 1.00% floor), depending on the borrowing currency, plus a margin of 4.75% and the Company incurs interest on a minimum of $75.0 million of advances, irrespective of actual amounts outstanding.
(c) Restructuring and other charges for the years ended December 31, 2024 and 2023 primarily relate to charges incurred in connection with the Company’s various restructuring programs. Refer to Note 6 in the consolidated financial statements for further information regarding restructuring activities.
(e) Restructuring and other charges for the years ended December 31, 2025 and 2024 primarily relate to charges incurred in connection with the Company’s various restructuring programs. Refer to Note 6 in the consolidated financial statements for further information regarding restructuring activities.
Investing Activities Net cash used in investing activities during the year ended December 31, 2024 totaled $55.1 million, which was primarily attributable to capital expenditures of $63.3 million offset by proceeds from the sale of business and other assets of $8.2 million.
Net cash used in investing activities during the year ended December 31, 2024 totaled $55.1 million, which was primarily attributable to capital expenditures of $63.3 million offset by proceeds from the sale of business and other assets of $8.2 million. Financing Activities Net cash provided by financing activities during the year ended December 31, 2025 totaled $73.5 million.
(d) Acquisition transaction and integration net costs for the years ended December 31, 2023 relate to expenses incurred for the PMMA Acquisition and the acquisition of Aristech Surfaces LLC (the “Aristech Surfaces Acquisition”). (e) Asset impairment charges or write-offs for the year ended December 31, 2023 relate to the impairment of the Company’s styrene monomer assets in Boehlen, Germany.
(f) Acquisition transaction and integration net costs for the year ended December 31, 2023 relate to expenses incurred for the PMMA Acquisition and the acquisition of Aristech Surfaces LLC (the “Aristech Surfaces Acquisition”). (g) Asset impairment charges or write-offs for the year ended December 31, 2023 relate to the impairment of the Company’s styrene monomer assets in Boehlen, Germany.
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.
Refer to the Company’s Form 10-K filed on February 27, 2025 for discussion related to 2023. ​ 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.
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.
Impairment and other charges There were no impairment charges during the years ended December 31, 2025 and 2024. 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.
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.
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 $17.5 million annually for 2025 through 2029, and a total of $108.5 million thereafter through June 2041.
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.
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 $193.7 million for the year ended December 31, 2025.
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.
As of December 31, 2025, the Company’s estimated minimum commitments related to our finance and operating lease obligations was $83.1 million, of which $16.8 million is due within the next twelve months. Refer to Note 20 in the consolidated financial statements for further information on our lease portfolio and future lease obligations.
Americas Styrenics Segment ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ Percentage Change ​ ​ ($ 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.
Americas Styrenics Segment ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ ​ ​ ​ December 31, ​ ​ Percentage Change ​ ($ in millions) ​ ​ ​ 2025 ​ ​ ​ ​ 2024 ​ ​ ​ ​ 2023 ​ ​ ​ ​ 2025 vs. 2024 ​ 2024 vs. 2023 ​ Adjusted EBITDA* ​ $ (3.1) ​ ​ $ 15.4 ​ ​ $ 62.1 ​ ​ (120) % (75) % * The results of this segment are comprised entirely of earnings from Americas Styrenics, our equity method investment.
(g) Amounts for the years ended December 31, 2023 and 2022 relate to the goodwill impairment of the PMMA business and Aristech Surfaces reporting units. Refer to Note 14 in the consolidated financial statements for further information.
Refer to Note 18 in the consolidated financial statements for further information. (h) Amounts for the year ended December 31, 2023 relate to the goodwill impairment of the PMMA business and Aristech Surfaces reporting units. Refer to Note 14 in the consolidated financial statements for further information.
Loans under the 2026 Revolving Facility, at the Borrowers’ option, may be maintained as (a) SOFR loans, which bear interest at a rate per annum equal to SOFR plus the applicable margin (as defined in the Credit Agreement), if applicable, or (b) base rate loans which shall bear interest at a rate per annum equal to the base rate plus the applicable margin (as defined in the Credit Agreement).
Loans under the OpCo Super-Priority Revolver, at the Borrowers’ option, may be maintained as (a) SOFR loans, which bear interest at a rate per annum equal to SOFR plus the applicable margin (as defined in the Credit Agreement), if applicable, or (b) base rate loans which shall bear interest at a rate per annum equal to the base rate plus the applicable margin (as defined in the Credit Agreement).
See “Cautionary Note Regarding Forward-Looking Statements.” Actual results could differ materially from those discussed in or implied by forward-looking statements as a result of various factors, including those discussed below and elsewhere within this Annual Report, particularly in Item 1A—“Risk Factors.” Definitions of capitalized terms not defined herein appear in the notes to our consolidated financial statements. 2024 Highlights For the year ended December 31, 2024, we had net loss from continuing operations of $348.5 million, including $67.2 million of restructuring and other charges, and Adjusted EBITDA of $203.7 million.
See “Cautionary Note Regarding Forward-Looking Statements.” Actual results could differ materially from those discussed in or implied by forward-looking statements as a result of various factors, including those discussed below and elsewhere within this Annual Report, particularly in Item 1A—“Risk Factors.” Definitions of capitalized terms not defined herein appear in the notes to our consolidated financial statements. 2025 Highlights and Recent Developments For the year ended December 31, 2025, we had net loss of $545.6 million, including $140.3 million of restructuring and other charges, and Adjusted EBITDA of $162.5 million.
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.
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) ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Cash provided by (used in) operating activities ​ $ (102.4) ​ $ (14.2) ​ $ 148.7 Capital expenditures ​ ​ (51.0) ​ ​ (63.3) ​ ​ (69.7) Free Cash Flow ​ $ (153.4) ​ $ (77.5) ​ $ 79.0 Refer to the discussion above for significant impacts to cash provided by operating activities for the years ended December 31, 2025 and 2024.
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.
Plan ​ OPEB Plans ​ ​ ​ December 31, ​ December 31, ​ December 31, ​ ​ ​ 2025 ​ 2024 ​ 2025 ​ 2024 ​ 2025 ​ 2024 ​ Pension and other postretirement plan obligations: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Discount rate for projected benefit obligation / accumulated postretirement benefit obligation ​ 3.79 % 3.09 % 5.46 % 5.70 % 4.70 % 5.15 % Net periodic benefit costs: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Discount rate for service cost ​ 2.54 % 2.57 % 5.74 % 5.20 % 5.40 % 6.40 % Discount rate for interest cost ​ 2.98 % 3.19 % 5.42 % 5.10 % 4.96 % 6.25 % Expected long-term rate of return on plan assets ​ 2.63 % 3.17 % 6.90 % 6.90 % N/A ​ N/A ​ 57 Table of Contents Holding all other factors constant, a 0.25% increase (decrease) in the discount rate used to determine net periodic benefit cost would decrease (increase) 2026 pension expense for our non-U.S. plans by approximately $1.0 million and $(0.9) million, respectively.
We determine the expected long-term rate of return on assets by performing an analysis of historical and expected returns based on the underlying assets, which generally are insurance contracts. We also consider our historical experience with the pension fund asset performance.
We determine the expected long-term rate of return on assets by performing an analysis of historical and expected returns based on the underlying assets, which generally are insurance contracts. We also consider our historical experience with pension fund asset performance. The expected return of each asset class is derived from a forecasted future return confirmed by current and historical experience.
We evaluate long-lived assets and identifiable finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset grouping may not be recoverable. In the event the carrying value of the asset exceeds its undiscounted future cash flows and the carrying value is not considered recoverable, impairment may exist.
We 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.
The decrease in provision for income taxes in 2024 was primarily driven by the decrease in valuation allowance in the United States, Switzerland and Luxembourg, as well as the geographical mix of earnings, partially offset by the increase in valuation allowance in China.
The increase in provision for income taxes in 2025 was primarily driven by the increase in valuation allowance in France, Germany and the Netherlands, as well as the geographical mix of earnings, partially offset by the increase in valuation allowance in China in 2024.
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, 2025, the Company had $694.0 million of raw material purchase obligations, of which $219.7 million is due within the next twelve months. These commitments have remaining terms ranging from one to five years. Refer to Note 19 in the consolidated financial statements for more information on 52 Table of Contents raw material purchase commitments.
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 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. As of January 1, 2023, the Company realigned the Engineered Materials segment reporting structure.
Therefore, the Company performed a goodwill impairment assessment as of June 1, 2023 and recorded a goodwill impairment charge of $349.0 million, reflected within “Impairment and other charges” on the consolidated statement of operations.
Therefore, the Company performed a goodwill impairment assessment as of June 1, 2023 and recorded a goodwill impairment charge of $349.0 million, reflected within “Impairment and other charges” on the consolidated statement of operations. As of October 1, 2024, the Company combined the management of its Engineered Materials, Plastics Solutions and Polystyrene businesses.
The 2028 Refinance Credit Agreement requires the Company to comply with customary affirmative, negative and financial covenants, and contains events of default including (i) relating to a change of control or (ii) failure to maintain at least $100.0 million of Liquidity at the end of any calendar month, and (iii) a cross default to the Credit Agreement.
The 2028 Refinance Credit Agreement includes customary affirmative, negative, and financial covenants, with events of default that include (i) a change of control, (ii) failure to maintain at least $100.0 million of Liquidity at each month-end, and (iii) a cross-default to the Credit Agreement.
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.
Provision for Income Taxes Provision for income taxes was $42.6 million and $30.5 million for the years ended December 31, 2025 and 2024, respectively, which resulted in an effective tax rate of (8)% and (10)%, respectively.
During the year ended December 31, 2024, management believed there was enough negative evidence to determine that it was no longer more likely than not that the net deferred tax assets would be realized in the Company’s China subsidiary.
During the year ended December 31, 2025, Management believed there was enough negative evidence to determine that it was no longer more likely than not that the net deferred tax assets would be realized in some of the Company’s European subsidiaries, primarily France, Germany and the Netherlands.
The discount rate reflects the current rate at which the associated liabilities could be effectively settled at the end of the year. We set our discount rates to reflect the yield of a portfolio of high quality, fixed-income debt instruments that would produce cash flows sufficient in timing and amount to settle projected future benefits.
We set our discount rates to reflect the yield of a portfolio of high quality, fixed-income debt instruments that would produce cash flows sufficient in timing and amount to settle projected future benefits.
Engineered Materials Segment ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ Percentage Change ​ ​ ($ in millions) 2024 ​ 2023 ​ 2022 ​ 2024 vs. 2023 ​ 2023 vs. 2022 ​ ​ Net sales ​ $ 1,176.9 ​ $ 1,156.9 ​ $ 1,425.0 ​ 2 % (19) % ​ Adjusted EBITDA ​ $ 102.5 ​ ​ $ 46.0 ​ ​ $ 91.0 ​ ​ 123 % (49) % ​ Adjusted EBITDA margin ​ 9 % ​ 4 % ​ 6 % ​ ​ ​ ​ ​ ​ 2024 vs. 2023 The 2% increase in net sales was primarily attributable to a 3% increase due to higher sales volumes from PMMA Resins, Rigid Compounds, and MMA.
Engineered Materials Segment ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ ​ ​ ​ December 31, ​ ​ Percentage Change ​ ($ in millions) ​ ​ ​ 2025 ​ ​ ​ ​ 2024 ​ ​ ​ ​ 2023 ​ ​ ​ ​ 2025 vs. 2024 ​ 2024 vs. 2023 ​ Net sales ​ $ 1,084.1 ​ ​ ​ ​ $ 1,176.9 ​ ​ ​ ​ $ 1,156.9 ​ ​ ​ ​ (8) % 2 % Adjusted EBITDA ​ $ 117.3 ​ ​ $ 102.5 ​ ​ $ 46.0 ​ ​ 14 % 123 % Adjusted EBITDA margin ​ 11 % ​ 9 % ​ 4 % ​ ​ ​ ​ ​ 2025 vs. 2024 The 8% decrease in net sales was attributable to an 8% decrease due to lower sales volumes from PMMA Resins, Rigid Compounds, and MMA.
As such, Adjusted EBITDA related to this segment is included within “Equity in earnings of unconsolidated affiliates” in the consolidated statements of operations. 2024 vs. 2023 The decrease in Adjusted EBITDA was mainly due to a planned turnaround in the first quarter, an unplanned outage in the third quarter at its styrene production facility, as well as lower margins from higher raw material input costs. 2023 vs. 2022 The decrease in Adjusted EBITDA was mainly due to lower styrene margins compared to the high levels in the prior year.
As such, Adjusted EBITDA related to this segment is included within “Equity in earnings of unconsolidated affiliates” in the consolidated statements of operations. 2025 vs. 2024 The decrease in Adjusted EBITDA was mainly due to a costs associated with unplanned outages in the second and third quarter at its styrene production facility, lower polystyrene volumes, as well as lower margins from higher raw material input costs.
Our 2010 A/R Facility was subject to interest charges on both the amount of outstanding borrowings as well as the amount of available, but undrawn commitments under the facility.
Our 2024 Accounts Receivable Securitization Facility is subject to interest charges on both the amount of outstanding borrowings as well as the amount of available, but undrawn commitments under the facility.
This activity was partially offset by $1,044.9 million in proceeds from the issuance of the 2028 Refinance Term Loans. Free Cash Flow We use Free Cash Flow as a non-GAAP measure to evaluate and discuss the Company’s liquidity position and results. Free Cash Flow is defined as cash from operating activities, less capital expenditures.
This activity was partially offset by $18.3 million in debt repayments, $1.7 million of dividends paid, and $19.3 million of net repayments of short-term borrowings. Free Cash Flow We use Free Cash Flow as a non-GAAP measure to evaluate and discuss the Company’s liquidity position and results. Free Cash Flow is defined as cash from operating activities, less capital expenditures.
Based on the evaluation of available evidence, both positive and negative, we recognize future tax benefits, such as net operating loss carryforwards and tax credit carryforwards, to the extent that realizing these benefits is considered to be more likely than not. 58 Table of Contents As of December 31, 2024, we had net deferred tax liabilities of $0.5 million, after valuation allowances of $339.2 million.
Based on the evaluation of available evidence, both positive and negative, we recognize future tax benefits, such as net operating loss carryforwards and tax credit carryforwards, to the extent that realizing these benefits is considered to be more likely than not.
Other income, net was comprised of foreign exchange transaction gains of $9.1 million, which included $16.7 million of foreign exchange transaction gains 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, partially offset by $7.6 million of losses from our foreign exchange forward contracts.
This was partially offset by $0.3 million of foreign exchange translation gains, which included $27.6 million of foreign exchange transaction gains primarily from 44 Table of Contents the remeasurement of our euro denominated payables due to the relative change in rates between the U.S. dollar and the euro during the period, offset by $27.3 million of losses from our foreign exchange forward contracts.
As of December 31, 2024, the Company’s estimated future benefit payments through 2034, reflecting expected future service, as appropriate, was $134.3 million, of which $11.2 million is due within the next twelve months.
As of December 31, 2025, the Company’s estimated future benefit payments through 2035, reflecting expected future service, as appropriate, was $154.1 million, of which $14.4 million is due within the next twelve months.
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.
Investing Activities Net cash used in investing activities during the year ended December 31, 2025 totaled $41.0 million, which was primarily attributable to capital expenditures of $51.0 million offset by proceeds from the sale of business and other assets of $10.0 million. During 2025, the Company continued to proactively reduce or defer capital expenditures during the year to preserve liquidity.
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.
Long-lived assets to be disposed of in a manner other than by sale are classified as held-and-used until they are disposed. The Company had no material assets classified as held-for-sale as of December 31, 2025. As noted above, our goodwill impairment testing is performed annually as of October 1 at a reporting unit level.
The Company does not record settlement gains or losses during interim periods when the cost of all settlements in a year is less than or equal to the sum of the service cost and interest cost components of net periodic benefit cost for the plan in that year. 59 Table of Contents Pension benefits associated with these plans are generally based on each participant’s years of service, compensation, and age at retirement or termination.
The Company does not record settlement gains or losses during interim periods when the cost of all settlements in a year is less than or equal to the sum of the service cost and interest cost components of net periodic benefit cost for the plan in that year.
Long-lived assets to be disposed of by sale are classified as held-for-sale and are reported at the lower of carrying amount or fair value less cost to sell, and depreciation is ceased. Long-lived assets to be disposed of in a manner other than by sale are classified as held-and-used until they are disposed.
The amounts are included within “Impairment and other charges” in the consolidated statements of operations. Refer to Note 18 for more information. Long-lived assets to be disposed of by sale are classified as held-for-sale and are reported at the lower of carrying amount or fair value less cost to sell, and depreciation is ceased.
During 2024, the Company continued to proactively reduce or defer capital expenditures during the year as part of our liquidity improvement actions. Capital expenditures for 2025 are expected to be approximately $62.7 million, inclusive of spending for both compliance and maintenance costs, and growth initiatives, including material substitution applications as well as products containing recycled or bio-based materials.
Capital expenditures for 2026 are expected to be similar to 2025, approximately $51.0 million, inclusive of spending for both compliance and maintenance costs, and growth initiatives, including material substitution applications as well as products containing recycled or bio-based materials.
As of December 31, 2024, the Company had $75.0 million of variable debt issued under our 2024 A/R Facility and 61 Table of Contents during the year ended December 31, 2024 the Company drew $513.2 million and repaid $438.2 million from both facilities. As such, we incurred $6.3 million variable rate interest related to these facilities during the period.
As of December 31, 2025, the Company had $75.0 million of variable debt issued under our OpCo Super-Priority Revolver and during the year ended December 31, 2025 the Company drew $265.0 million and repaid $190.0 million from the facility. As such, we incurred $3.3 million variable rate interest related to the OpCo Super-Priority Revolver during the period.
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.
We do not have any off-balance-sheet arrangements that are expected to have a material effect on our financial condition or liquidity. Cash Flows The table below summarizes our primary sources and uses of cash for the years ended December 31, 2025, 2024, and 2023. We have derived the summarized cash flow information from our audited financial statements.
Our estimate of future taxable income is based on management’s judgment and assumptions about various factors including historical experience and results, cyclicality of the business, and future industry and macroeconomic conditions and trends. Changes in these assumptions in future periods may require we adjust our valuation allowance, which could materially impact our financial position and results of operations.
Our 56 Table of Contents estimate of future taxable income is based on management’s judgment and assumptions about various factors including historical experience and results, cyclicality of the business, and future industry and macroeconomic conditions and trends.
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 PMMA business and Aristech Surfaces reporting units were combined with the Legacy Engineered Materials reporting unit to form the Engineered Materials reporting unit. 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.
These were partially offset by lower fixed costs of $11.1 million, or 12%, primarily as the result of savings realized from restructuring activities undertaken in late 2022 and 2023. ​ Latex Binders Segment ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ Percentage Change ​ ​ ($ in millions) 2024 ​ 2023 ​ 2022 ​ 2024 vs. 2023 ​ 2023 vs. 2022 ​ ​ Net sales ​ $ 954.3 ​ $ 942.9 ​ $ 1,266.6 ​ 1 % (26) % ​ Adjusted EBITDA ​ $ 95.4 ​ ​ $ 83.5 ​ ​ $ 93.4 ​ ​ 14 % (11) % ​ Adjusted EBITDA margin ​ 10 % ​ 9 % ​ 7 % ​ ​ ​ ​ ​ ​ 2024 vs. 2023 The 1% increase in net sales was primarily due to a 4% increase from higher price from the pass-through of higher raw material costs, offset by a 3% impact from lower sales volumes in carpet applications.
Latex Binders Segment ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ ​ ​ ​ December 31, ​ ​ Percentage Change ​ ($ in millions) ​ ​ ​ 2025 ​ ​ ​ ​ 2024 ​ ​ ​ ​ 2023 ​ ​ ​ ​ 2025 vs. 2024 ​ 2024 vs. 2023 ​ Net sales ​ $ 787.9 ​ ​ ​ ​ $ 954.3 ​ ​ ​ ​ $ 942.9 ​ ​ ​ ​ (17) % 1 % Adjusted EBITDA ​ $ 67.1 ​ ​ $ 95.4 ​ ​ $ 83.5 ​ ​ (30) % 14 % Adjusted EBITDA margin ​ 9 % ​ 10 % ​ 9 % ​ ​ ​ ​ ​ 45 Table of Contents 2025 vs. 2024 The 17% decrease in net sales was primarily due to a 11% decrease due to lower sales volumes in paper and board and textile applications in Europe and a 7% decrease from lower price from the pass-through of lower raw material costs.
Other income, net for the year ended December 31, 2023 was $17.2 million.
Other expense, net for the year ended December 31, 2024 was $3.9 million.
Polymer Solutions Segment ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ Percentage Change ​ ​ ($ in millions) 2024 ​ 2023 ​ 2022 ​ 2024 vs. 2023 ​ 2023 vs. 2022 ​ ​ Net sales ​ $ 1,382.0 ​ $ 1,575.6 ​ $ 2,273.9 ​ (12) % (31) % ​ Adjusted EBITDA ​ $ 85.8 ​ ​ $ 50.5 ​ ​ $ 113.1 ​ ​ 70 % (55) % ​ Adjusted EBITDA margin ​ 6 % ​ 3 % ​ 5 % ​ ​ ​ ​ ​ ​ 2024 vs. 2023 Of the 12% decrease in net sales, 14% was due to lower sales volumes in polycarbonate and weaker market conditions.
Polymer Solutions Segment ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ ​ ​ ​ December 31, ​ ​ Percentage Change ​ ($ in millions) ​ ​ ​ 2025 ​ ​ ​ ​ 2024 ​ ​ ​ ​ 2023 ​ ​ ​ ​ 2025 vs. 2024 ​ 2024 vs. 2023 ​ Net sales ​ $ 1,102.9 ​ ​ ​ ​ $ 1,382.0 ​ ​ ​ ​ $ 1,575.6 ​ ​ ​ ​ (20) % (12) % Adjusted EBITDA ​ $ 69.0 ​ ​ $ 85.8 ​ ​ $ 50.5 ​ ​ (20) % 70 % Adjusted EBITDA margin ​ 6 % ​ 6 % ​ 3 % ​ ​ ​ ​ ​ 2025 vs. 2024 Net sales decreased 20% year-over-year, driven by an 11% decline in sales volumes and a 10% decrease from lower pricing due to unfavorable product mix.
Refer to the Company’s Form 10-K filed on February 23, 2024 for discussion related to 2022. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, (in millions) 2024 2023 2022 Net cash provided by (used in): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating activities - continuing operations ​ $ (14.2) ​ $ 148.7 ​ $ 46.4 ​ Operating activities - discontinued operations ​ ​ — ​ ​ — ​ ​ (2.9) ​ Operating activities ​ ​ (14.2) ​ ​ 148.7 ​ ​ 43.5 ​ Investing activities - continuing operations ​ (55.1) ​ (31.7) ​ (163.2) ​ Investing activities - discontinued operations ​ ​ — ​ ​ — ​ ​ (0.8) ​ Investing activities ​ ​ (55.1) ​ ​ (31.7) ​ ​ (164.0) ​ Financing activities ​ 26.4 ​ (66.0) ​ (233.7) ​ Effect of exchange rates on cash ​ (6.3) ​ (1.6) ​ (7.1) ​ Net change in cash, cash equivalents, and restricted cash ​ $ (49.2) ​ $ 49.4 ​ $ (361.3) ​ Operating Activities Net cash used in operating activities during the year ended December 31, 2024 totaled $14.2 million, which included a $123.7 million decrease in working capital, principally related to continued inventory management actions and cash collections, $45.0 million of dividends received from Americas Styrenics and $33.9 million in deferred interest cash payments via the PIK Interest Election.
Refer to the Company’s Form 10-K filed on February 27, 2025 for discussion related to 2023. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, (in millions) ​ ​ ​ 2025 ​ ​ ​ 2024 Net cash provided by (used in): ​ ​ ​ ​ ​ ​ Operating activities ​ $ (102.4) ​ $ (14.2) Investing activities ​ ​ (41.0) ​ ​ (55.1) Financing activities ​ 73.5 ​ 26.4 Effect of exchange rates on cash ​ 7.0 ​ (6.3) Net change in cash, cash equivalents, and restricted cash ​ $ (62.9) ​ $ (49.2) Operating Activities Net cash used in operating activities during the year ended December 31, 2025 totaled $102.4 million, which included a $97.1 million decrease in working capital and the impact of $26.3 million in expenses related to refinancing that were not eligible for capitalization as deferred financing costs .
The discount rate is an important element of expense and liability measurement. We evaluate our assumptions at least once each year, or as facts and circumstances dictate, and make changes as conditions warrant. We determine the discount rate used to measure plan liabilities as of the December 31 measurement date for the pension and postretirement benefit plans.
Pension benefits associated with these plans are generally based on each participant’s years of service, compensation, and age at retirement or termination. The discount rate is an important element of expense and liability measurement. We evaluate our assumptions at least once each year, or as facts and circumstances dictate, and make changes as conditions warrant.

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