UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES |
☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended: December 31 2017, 2021
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES |
◻TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 001-36473
Trinseo S.A.PLC
(Exact name of registrant as specified in its charter)
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Ireland | | N/A |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. EmployerIdentification Number) |
1000 Chesterbrook Boulevard, Suite 300
Berwyn, PA19312
(Address of Principal Executive Offices)
(610) (610) 240-3200
(Registrant’s telephone number)
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||
Ordinary Shares, par value $0.01 per share | TSE | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ◻ ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ◻☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ◻ ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ◻
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒ ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer | ☒ | Accelerated filer |
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Non-accelerated filer |
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| Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
Indicate by check mark whether the Company is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ◻☐ No ☒
As of February 26, 2018,15, 2022, there were 43,280,50037,046,528 shares of the registrant’s ordinary shares outstanding.
The aggregate market value of the voting and non-voting shares of the registrant held by non-affiliates of Trinseo S.A.PLC computed by reference to the closing price of the registrant’s common stockshares on the New York Stock Exchange as of June 30, 20172021 was approximately $3,000,992,078.$2,311,189,130.
Documents Incorporated by Reference
Portions of the registrant’s definitive Proxy Statementproxy statement for the 2018 Annual General Meeting2021 annual general meeting of Shareholdersshareholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Form 10-KSecurities Exchange Act of 1934 are incorporated by reference ininto Part III Items 10-14 of this Form 10-K.report.
Cautionary Note Regarding Forward-Looking Statements
This annual report on Form 10-K (“Annual Report”) contains, forward-looking statements including, without limitation, statements concerning plans, objectives, goals, projections, forecasts, strategies, future events or performance, and underlying assumptions and other statements, which are not statements of historical facts. Forward lookingForward-looking statements may be identified by the use of words like “expect,” “anticipate,” “intend,” “forecast,” ”estimate,” “see,” “outlook,” “will,” “may,” “might,” “potential,” “likely,” “target,” “plan,” “contemplate,” “seek,” “attempt,” “should,” “could,” “would”“would,” or expressions of similar meaning. Forward-looking statements reflect management’s evaluation of information currently available and are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict.
Specific factors that may impact performance or other predictions of future actions have, in many but not all cases, been identified in connection with specific forward-looking statements. Our actual results may differ materially from those contemplated by the forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. Important factors that could cause actual results to differ materially from those in the forward-looking statements include economic, business, competitive, market and regulatory conditions and the following:
| our ability to successfully transform our portfolio and the Company to a specialty materials and sustainable solutions provider, including our ability to divest unfavorable assets and identify new growth opportunities; |
● | volatility in raw material, logistics services, energy, or transportation costs, or disruption in the supply of the raw materials or energy utilized for our products; |
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| the execution of capital projects and other growth investments in accordance with the Company’s plan, budget and forecasts; |
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| other strategic acquisitions or divestitures affecting our operations or financial condition; |
● | the stability of our joint ventures; |
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| regulatory and statutory changes applicable to our raw materials and products; |
| expenditures related to changes to and our compliance with environmental, health and safety laws; |
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| liabilities and losses related to contamination, environmental damage, or chemical exposures or release; |
● | our current and future levels of indebtedness |
● | the restrictions on our operations due to our indebtedness; |
● | our continued reliance on our relationship with The Dow Chemical Company for certain services and supply of raw materials; |
● | the limitations of our intellectual property licensing arrangements with The Dow Chemical Company; |
● | any inability to |
● | our infringement on the intellectual property rights of |
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| data security breaches or cyber-attacks; |
● | risks associated with our incorporation in Ireland; including impact of the Irish Companies Act and Irish Takeover Rules on our shareholders, and lack of flexibility to manage our capital structure; |
● | conditions in the global economy and capital markets; |
● | local business risks in the different countries in which we operate; |
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| the extent to which the ongoing COVID-19 pandemic will continue to adversely impact our |
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| other risks described in the “Risk Factors” section or other sections of this Annual Report. |
We derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Accordingly, forward-looking statements should not be relied upon as a prediction of actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled “Risk Factors”,Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations”,Operations,” and “Quantitative and Qualitative Disclosures About Market Risk” and in other portions of this Annual Report. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements as well as other cautionary statements that are made from time to time in our other public communications. You should evaluate all forward-looking statements made in this Annual Report in the context of these risks and uncertainties.
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We caution you that the important factors referenced above may not contain all of the factors that are important to you. Should unknown risks or uncertainties materialize or underlying assumptions prove inaccurate, actual results could differ materially from past results and/or those anticipated, estimated or projected. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this Annual Report are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations | 39 | ||
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Certain Relationships and Related Transactions, and Director Independence | 65 | ||
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Trinseo PLC
Trinseo S.A.
Form 10-K Annual Report
For the Fiscal Year Ended December 31, 20172021
Unless otherwise indicated or required by context, as used in this Annual Report on Form 10-K (“Annual Report”), the term “Trinseo” refers to Trinseo S.A.PLC (NYSE: TSE), a public limited liability company (société anonyme) existing under the laws of Luxembourg,Ireland, and not its subsidiaries.Trinseo PLC is the surviving entity of a cross-border merger with our predecessor company, Trinseo S.A., which merger was approved by shareholders in June 2021 and completed in October 2021. The terms “Company,” “we,” “us” and “our” refer to Trinseo and its consolidated subsidiaries, taken as a consolidated entity and as required by context, may also include our business as owned by our predecessor, The Dow Chemical Company, for any dates prior to June 17, 2010. The terms “Trinseo Materials Operating S.C.A.” and “Trinseo Materials Finance, Inc.” refer to Trinseo’s indirect subsidiaries, Trinseo Materials Operating S.C.A., a Luxembourg partnership limited by shares incorporated under the laws of Luxembourg, and Trinseo Materials Finance, Inc., a Delaware corporation, and not their subsidiaries.entity. All financial data provided in this Annual Report is the financial data of the Company, unless otherwise indicated.
Prior to ourthe formation of the Trinseo S.A., our business was wholly owned by The Dow Chemical Company which we refer to as, together(together with itsother affiliates, “Dow”). We refer to our predecessor business as “the Styron business.” On June 17, 2010, investment funds advised or managed by affiliates of Bain Capital Partners, LP (“Bain Capital”) acquired Dow Europe Holding B.V. and the Styron business. We refer to our acquisition by Bain Capital as the “Acquisition”. During 2016, Bain Capital Everest Manager Holding SCA (the “former Parent”), an affiliate of Bain Capital, divested its entire ownership in the Company in a series of secondary offerings to the market.
The Company may distribute cash to shareholders under LuxembourgIrish law via repaymentsdividends or distributions made out of equity or an allocation of statutorydistributable profits. Since the Company began paying dividends, all distributions have been considered repayments of equity under Luxembourg law.See Item 5, “Ireland Tax Considerations,” for further information.
Definitions of capitalized terms not defined herein appear in the notes to our consolidated financial statements. Specifically, refer to Note 1012 in the consolidated financial statements for definitions of the Company’s debt facilities.
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PART I
Item 1. Business
Business
The Company
Trinseo S.A.PLC (NYSE: TSE) is a public limited liability company (société anonyme) formed in 2010 and existing under the laws of Luxembourg. Ireland. On October 8, 2021, our former publicly-traded parent entity, Trinseo S.A., was merged with and into Trinseo PLC, with Trinseo PLC as the surviving entity (the “Redomiciliation”). The Redomiciliation was completed pursuant to the Common Draft Terms of Merger dated as of April 23, 2021 and was approved by shareholders at Trinseo S.A.’s 2021 annual general meeting held on June 10, 2021. As a result of the Redomiciliation, all of Trinseo S.A.’s outstanding ordinary shares, excluding treasury shares, were exchanged on a one-for-one basis for newly issued ordinary shares, par value $0.01 per share, of Trinseo PLC.
Prior to ourthe formation of Trinseo S.A., our business was wholly owned by Dow. On June 17,The Dow Chemical Company, which, together with its affiliates, we refer to as “Dow,” and we refer to our predecessor business as “the Styron business.” In 2010, the Styron business was sold by Dow to investment funds advised or managed by affiliates of Bain Capital acquired our businessPartners, LP (the “Dow Separation”) and Dow Europe Holding B.V. DuringTrinseo S.A. was formed and subsequently began trading on the NYSE in June 2014. In 2016, Bain Capital fully divested its entire ownership in the Company in a series of secondary offerings to the market.Company.
We are a leading global materials company engaged in the manufacture and marketingmanufacturer of synthetic rubber,plastics and latex binders with a focus on delivering innovative, sustainable, and plastics, including various specialty and technologically differentiated products.value-creating products that are intrinsic to our daily lives. We have leading market positions in many of the markets in which we compete. Our products are incorporated into a wide range of our customers’ products throughout the world, including tires and other products for automotive applications, carpet and artificial turf backing, coated paper, specialty paper and packaging board, food packaging,consumer electronics, appliances, medical devices, consumer electronicspackaging, footwear, carpet, paper and board, building and construction, applications,and wellness, among others. We have long-standing relationships with a diverse base of global customers, many of whom are leaders in their markets and rely on us for formulation, technological differentiation, and compounding expertise to find sustainable solutions for their businesses. Many of our products represent only a small portion of a finished product’s productionmanufacturing costs, but provide critical functionality to the finished product and are often specifically developed to customer specifications. Therefore, we seek to regularly develop new and improved products and processes, supported by our intellectual property portfolio and manufacturing know-how, designed to enhance our customers’ product offerings. We believe these product traits result in substantial customer loyalty for our products.loyalty.
We have significant manufacturing and production operations around the world, which allow us to serve our global customer base. As of December 31, 2017,2021, our production facilities included 3040 manufacturing plants (which included a total of 7581 production units) at 2333 sites across 1215 countries, including the Company’s joint ventures and contract manufacturers.venture. Additionally, as of December 31, 2017,2021, we operated 11 research and development (“R&D”) facilities globally, including mini plants,technology and innovation development centers, and pilot coaters, which we believe are critical to our global presence and innovation capabilities. Our significant global operations also provide geographic revenue diversity, and diversity in the end markets for our products.
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Our Strategy
In 2021, we continued to focus our efforts and investments on a strategy to transform Trinseo into a specialty materials and sustainable solutions provider focusing on product offerings which are less cyclical and offer significantly higher growth and margin potential. In pursuit of this transformational goal, we have invested, and will continue to invest, in product offerings serving the applications within our Engineered Materials business segment, as well as coatings, adhesives, sealants, and elastomers (“CASE”) applications within the Latex Binders business segment.
In furtherance of this strategy, in 2021, we completed two significant acquisitions to grow our Engineered Materials business segment. In May of 2021, we closed the acquisition of the polymethyl methacrylates (“PMMA”) and activated methyl methacrylates (“MMA”) businesses (together, referred to herein as the “PMMA business”) from Arkema S.A. for a purchase price of $1,364.9 million (the “PMMA Acquisition”). PMMA is a transparent and rigid plastic with a wide range of end uses that complements Trinseo’s existing offerings across several end markets including automotive, building & construction, medical and consumer electronics. In September 2021, we closed the acquisition of Aristech Surfaces LLC (“Aristech Surfaces”), a leading North America manufacturer and global provider of PMMA continuous cast and solid surface sheets, serving the wellness, architectural, transportation and industrial markets, for a purchase price of $449.5 million (the “Aristech Surfaces Acquisition”). In December 2021, we also completed the sale of our synthetic rubber business to Synthos S.A., for an enterprise value of approximately $491.0 million. Finally, in November 2021 we announced our intention to explore the divestiture of our styrenics businesses, which includes our Feedstocks, Polystyrene, and Americas Styrenics reporting segments, for which we launched a formal sales process in January 2022. Each of these steps is part of a series of strategic actions to transform the Company into a higher growth, higher margin and less cyclical specialty and sustainable materials provider.
We believe that there are still significant opportunities to improve our business globally and enhance our position as a leading globalspecialty materials company engagedand sustainable solutions provider by continuing to enhance our existing portfolio, and by expanding on the businesses acquired in 2021. In addition to our transformation strategy, the manufacture and marketing of standard, specialty and technologically differentiated emulsion polymers and plastics. The Company’s business strategy isCompany continues to grow both organically and through the pursuit of strategic acquisitions and joint ventures that have attractive risk-adjusted returns that extend our leadership positions in attractive markets and geographies, while, when appropriate making strategic divestures or closures in non-performing businesses and geographies. The Company’sseek organic growth will be developed through expansion into key markets or strategic capital investments targeting technologies and solutions that meet the evolving needs of our customers, and to extend our leadership position in select market segments and by innovation that provides technological differentiationcontinue to provide innovative products to our customers who seek our technological and development capabilities to create specialty grades, new and sustainable products, and technologically differentiatedtechnologically-differentiated formulations. The Company will continue to focus on growing margins and reducing earnings volatility through such organic investments, strategic acquisitions or investments, as well as divestitures of businesses less suitable to our portfolio. The strategic acquisitions and investments that we have pursued have attractive risk-adjusted returns in markets and geographies that we believe have the best opportunity for growth as well as opportunity for cost-saving synergies.
In order to support the Company’s strategic growth, weWe remain committed to maintaining a strong financial position with appropriate financial flexibility and liquidity. The Company employs a disciplined approach to capital allocation and deployment of cash that strives to balance the growth of our business, funding for targeted acquisitions, and continued cash generation, while providing attractive returns to our shareholders. Notably, in the third quarter of 2021, the Company increased our quarterly dividend from $0.08 per share to $0.32 per share. Further, in December 2021, the Company’s board of directors authorized a $200.0
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million share repurchase program covering an 18 month period, of which shares with a total value of $50.0 million were repurchased in the fourth quarter of 2021.
The priorities for uses of available cash include the servicing of our debt, the funding of targeted growth initiatives, and the continued paymentreturn of quarterly dividendscapital to our shareholders via quarterly dividends and the repurchase of our ordinary shares.shares, when deemed appropriate. Management expectsbelieves that the combination of strong cash flow generation, continued profitability, and spending discipline will continueare critical to provideproviding the Company with the ongoing flexibility to pursue itsour business strategy.
For 2017, the Company progressed on our strategic initiatives by:
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For more information regarding our strategic highlights see Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations – 20172021 Highlights.
Business Segments and Products
ForBeginning in the financial periods provided in this Annual Report, we operated our business in two divisions: Performance Materials and Basic Plastics & Feedstocks. Our two divisions aresecond quarter of similar size in terms2021, the Company reported the results of sales, but have different margin profiles, different strategic focus, different value drivers and different operating requirements, with the Performance Materials segments focusing on accelerating growth and the Basic Plastics & Feedstocks segments focusing on increasing profitability.
Effective October 1, 2016, the Performance Materials division includes the following reporting segments: Latex Binders, Synthetic Rubber business as discontinued operations in the consolidated statements of operations for all periods presented, and Performance Plastics. The Basic Plastics & Feedstocks division includes the following reporting segments: Basic Plastics, Feedstocks, and Americas Styrenics. Prior period financial information for fiscal year
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2015 and prior included within this Annual Report was recast from its previous presentation to align with this organizational structure.
The following chart provides an overview of this organizational structure:
The major products in our Performance Materials division include: styrene-butadiene latex, or SB latex, and styrene-acrylate latex, or SA latex, in our Latex Binders segment; SSBR, emulsion styrene-butadiene rubber, or ESBR, nickel polybutadiene rubber, or Ni-PBR, and neodymium polybutadiene rubber, or Nd-PBR, in our Synthetic Rubber segment; and highly engineered compounds and blends products for automotive end markets,therefore it is no longer presented as well as consumer electronics, medical, electrical and lighting, which we collectively call consumer essential markets, or CEM, in our Performance Plasticsa separate reportable segment. The major products in our Basic Plastics & Feedstocks division include: polystyrene, polycarbonate, or PC, acrylonitrile-butadiene-styrene, or ABS, and styrene-acrylonitrile, or SAN, in our Basic Plastics reporting segment; styrene monomer in our Feedstocks segment; and styrene and polystyrene in our Americas Styrenics reporting segment.
Refer to Note 185 in the consolidated financial statements for further information on the classification of the Synthetic Rubber business as discontinued operations, and the related impacts on our other segment results due to this classification.
For information regarding net sales, and Adjusted EBITDA, by segment, which is the performance metric used by management to evaluate our segments’ performance, and capital expenditures by segment, as well as sales and long-lived assets by geographic area, refer to Note 20 in the consolidated financial statements.
Engineered Materials Segment
Overview
Our Engineered Materials segment consists of rigid thermoplastic compounds and blends products, soft thermoplastic products, continuous cast PMMA sheet products from the Aristech Surfaces Acquisition and PMMA resins and sheets (extruded and cell-cast) from the PMMA Acquisition. Products in this segment are primarily targeted toward higher growth and higher margin applications primarily in consumer electronics, medical, footwear, automotive and building & construction. The PMMA business also includes production of MMA in Europe primarily for our own consumption in producing PMMA with the remainder sold into the merchant market.
In 2021, approximately 39% of total Engineered Materials net sales were generated in Europe, approximately 40% were generated in the United States, and approximately 20% were generated in Asia.
Products and End Uses
Products in the Engineered Materials segment are split into rigid compounds, soft plastic compounds, and PMMA resins and sheets. Rigid compounds include polycarbonate (“PC”) compounds, acrylonitrile-butadiene-styrene (“ABS”) compounds, and PC blends, mostly PC/ABS, and support primarily the consumer electronics and medical markets for equipment housing applications. Thermoplastic elastomer (“TPE”) soft plastic compounds are focused on supporting footwear shoe sole applications, personal care, consumer electronics, and automotive high-end applications such as overmolds, sealings, tubing, and films. PMMA products can be sold as resin compounds or sheets produced through continuous-cast, extrusion, and cell-cast processes. PMMA products are sold primarily into building & construction, automotive, medical and consumer goods applications.
The benefit of Trinseo’s portfolio in our Engineered Materials segment is the high level of customization for high-end applications at selected premium brand owners, and clear orientation to sustainable solutions. Our current portfolio includes sustainable solutions, such as high-content post-consumer recycled (“PCR”) polycarbonate and bio-based raw materials. We are developing further solutions to expand our sustainable offering using PCR ABS and PCR TPE. Sustainable products represented 7% of Engineered Materials segment volume in 2021 and are a core growth area.
We sell our rigid compounds products mainly under the EMERGE brand for consumer electronics, and under the CALIBRE brand for medical markets. We sell our PMMA products primarily under PLEXIGLAS in the United States and ALTUGLAS in Europe and Asia. We foresee growth and robust demand in applications of building & construction,
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consumer goods, and especially automotive following constrained production during 2021 as well as continued initiatives toward light-weighting and digitization. Supported by current macro trends, specifically as it relates to safety and health, remote servicing and working, and sustainability, we believe that we have additional growth opportunities in existing consumer electronics applications, including tablets, notebooks, smart phones and other handheld devices, as well as new voice control systems, home entertainment and delivery equipment. We also foresee growth in medical wearables, home equipment, and drug delivery devices. In serving these markets, we leverage our polymer and compound technologies to meet increasingly stringent performance requirements along with our customers’ aesthetic and color-matching requirements, which are crucial characteristics for the products involved.
We sell the products in our portfolio from the Aristech Surfaces Acquisition primarily under the trade names ACRYSPA, AVONITE and STUDIO. We foresee growth in wellness applications such as hot tubs and swim spas as well as sanitary applications like bathtubs. We are able to effectively serve these markets through our specialized continuous cast sheet production capabilities that allow us to provide large scale PMMA sheet with specific color requirements. We have also expanded our product offerings into transportation applications and continue to provide customer solutions in architectural applications such as counter-tops.
We manufacture our TPE soft plastic compounds principally under the trade names MEGOL, APILON, APIGO, and APINAT. Growth in footwear is supported by bio solutions in both luxury and sport premium markets, while automotive growth is orientated to hygienic interiors and both robust and smart surfaces.
Competition and Customers
Our main competitors are Sabic, Covestro, Styrolution, LG Chem, and Kingfa for rigid technologies, Kraiburg, Celanese, Avient, Hexpol and BASF for TPEs, and Rohm, Plaskolite, Mitsubishi Chemicals and Schweiter Technologies for PMMA resins and sheets.
We compete in the Engineered Materials segment primarily based on our ability to offer differentiated and reliable products, high quality customer service, and deep relationships with prioritized customers. We believe that growth in this segment will stem from the continued high demand for engineered and sustainable product solutions serving the consumer electronics, automotive, building & construction, wellness, footwear, medical and lighting application markets. We believe our track record of innovation and our focus on differentiated products enhances our growth prospects in this segment. We also believe that our global organization and facilities are a competitive advantage that allows us to provide customers with consistent grades across different regions and positions us to strategically serve emerging markets.
Seasonality
Due to the steady demand state of a portfolio of applications in many markets, such as consumer electronics, medical devices, and footwear, rigid compounds and soft TPE products do not experience significant seasonality. PMMA applications do experience some seasonality due to exposure to automotive and building and construction markets.
Latex Binders Segment
Overview
We are a global leader in styrene-butadiene latex (“SB latex,latex”), holding a strong market position across the geographies and applications in which we compete, including the #2 position in SB latex capacity in Europe and the #1 position in capacity in North America.America, based on third party data. In 2017,2021, approximately 43%48% of our Latex Binders segment’s sales were generated in Europe, 27% were generated in the United States, and the majority of the remaining net sales were generated in Asia. Additionally, this segment includes the results of our styrene-acrylate latex (“SA latex”) production facilities and related infrastructure in the United States, Europe and Asia. As noted above, as part of the Company’s transformational strategy, our key area of focus in the Latex Binders segment is to grow our product offerings serving CASE applications, as these offer significantly higher growth and margin potential.
Products and End Uses
We hold the #1 position for supplying SB latex binders for the coated paper and board market globally. SB latex is widely used as a binder for mineral pigments as it allows high coating speeds, improved smoothness, higher gloss level,
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opacity and water resistance that is valued in the product’s end use in advertising, magazines, and packaging board coatings.
We are also a leadingthe #1 supplier of latex binders to the carpet and artificial turf industriesmarket and offer a diverse range of products for use in residential and commercial broadloom, needlefelt, and woven carpet backings.applications. We produce high solids SB latex, SA latex, vinylidene chloride, and butadiene-methacrylate latex products for the commercial and niche carpet markets. We incorporate vinyl acrylic latex in our formulations for its ignition-resistant properties, with the sourcing of vinyl acrylic latex readily available from a number of industry suppliers. SB latex is also used in flooring as an adhesive for carpet and artificial turf fibers. We continue to implement new chemistries for paper coating and carpet backing applications.
We also offer a broad range of performance latex binders products, including SB latex, SA latex, and vinylidene chloride latex primarily for CASE applications. Net sales to CASE applications made up approximately 14% of total Latex Binders net sales in 2021, with margins of approximately two times the adhesive, building and construction as well asaverage of products serving all applications within the technical textile paper market, and have begun to implement the use of starch and associated new chemistries in paper coatings and carpet backing.segment.
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Competition and Customers
Our principal competitors in our Latex Binders segment include BASF Group Omnova Solutions Inc., and Synthomer plc. In this segment, we compete primarily based on our ability to offer differentiated and reliable products, the quality of our customer service, and the length and depth of our relationships. We also believe our growth prospects could be enhanced if the recent trend ofThis industry has seen capacity reduction and consolidation continues.which we believe could positively impact our competitive standing.
We believe our Latex Binders segment is able to differentiate itself by offering customers value-added formulationformulations and product development expertise. Our R&D team and Technical Services and Development (“TS&D”) team which we refer to as TS&D, are able to use our two pilot coating facilities in Switzerland and the United States, threefacility, paper fabrication and testing labs, in China, Switzerland and the United States, three carpet technology centers located near carpet producers, in China, the United States and Switzerland, and two product development and process research centers one each in Germany and the United States, to assist customers in designing new products and enhancing thetheir manufacturing process.processes. Many of our major customers rely on our dedicated R&D and TS&D teams to complement their limited in-house resources for formulation and reformulation tests and trials. We believe that this capability allows us to capture new business, strengthen our existing customer relationships and broaden our technological expertise.
Additionally, our global manufacturing capabilities arefootprint is key in servingallowing us to serve our customers cost-effectively,in a cost-effective manner, as latex binders products are costly to ship over long distances due to their high water content. We believe that our global network of service and manufacturing facilities is highly valued by our customers. We seek to capture the value of our R&D and TS&D services and manufacturing capabilities through our pricing strategy. In 2017,2021, we estimate that more than half of net sales in this segment related to contracts that include raw material pass-through clauses.
Synthetic Rubber SegmentSeasonality
Overview
We are a significant producer of styrene-butadieneReporting periods impacted by the winter season and polybutadiene-based rubber productsunfavorable weather conditions that typically affect the construction and we have a leading European market position, providing approximately 52% of Western Europe’s SSBR capacity available for sale. While substantially allbuilding materials end markets may result in seasonally lower performance, particularly in the CASE applications of our Latex Binders segment.
Base Plastics Segment
Overview
Our Base Plastics segment consists of a variety of compounds and blends, the majority of which are for automotive applications. The segment also includes our ABS, styrene-acrylonitrile (“SAN”), and PC businesses. In 2021, approximately 63% of net sales from our Base Plastics segment were generated in Europe, in 2017, approximately 23% of these net sales were exported to Asia, 9% to North America, and 6% to Latin America.
Products and End Uses
Our Synthetic Rubber segment produces synthetic rubber products used in high-performance tires, impact modifiers and technical rubber products, such as conveyor belts, hoses, seals and gaskets. We participate significantly in the European synthetic rubber industry, where tire producers focus on high-performance and ultra high-performance tires and rely heavily on rubber suppliers to provide their supply of rubber. This is in contrast to North America, where tire manufacturers produce most of their required rubber. We have a broad synthetic rubber technology and product portfolio, focusing on specialty products, such as SSBR and Nd-PBR, while also producing core products, such as ESBR. Our synthetic rubber products are extensively used in tires, with approximately 82% of our net sales from this segment in 2017 attributable to the tire market. We estimate that 75% of these sales relate to replacement tires. We have strong relationships with many of the top global tire manufacturers and believe we have remained a supplier of choice as a result of our broad rubber portfolio and ability to offer technologically differentiated product and product customization capabilities. Other applications for our synthetic rubber products include polymer modification and technical rubber goods.
SSBR. We sell SSBR products for high-performance and ultra high-performance tire applications. We produce both clear and oil extended SSBR through batch polymerization in our three SSBR production lines. We believe these processes provide leading and technologically differentiated solutions to tire manufacturers.
During the last seven years, we have been working closely with major tire producers around the world to develop multiple new SSBR grades, addressing key marketplace needs for improved tire fuel economy, grip, and abrasion characteristics, which we believe will lead to significant demand growth for our rubber products in Europe and around the world. We expect our synthetic rubber product mix to continue to shift to more advanced SSBR grades (from approximately 8% of total Synthetic Rubber volume sold in 2011 to 30% in 2017) in order to meet expected demand growth. In 2017, SSBR represented approximately 57% of total segment net sales.
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Performance tires represent an especially attractive market to rubber producers because they provide substantial value to end customers. In fact, the market for performance tires is expected to grow at a rate that is 2 to 3 times that of the total tire market. Tire manufacturers are expected to continually seek improvements in advanced rubber, which optimizes the combination of fuel economy and wet grip in order to meet EU regulations which set minimum requirements and are being phased in through 2020. Other jurisdictions have adopted or are considering similar legislation and are also beginning to adopt the tire labeling requirements that have become mandatory in Europe. We believe our growth prospects are enhanced by increasing demand for high performance tires, which are now more commonly used by automakers as original equipment manufacturer specified tires in their vehicles as a result of regulatory reforms in the EU, Japan and Korea that are aimed at improving fuel efficiency and reducing carbon dioxide emissions.
ESBR. Our ESBR products are used in standard tires, technical goods, and footwear. Our ESBR product portfolio offers tire producers a comprehensive suite of synthetic rubber capabilities. For example, ESBR provides enhanced wet grip to tire treads and strength to the inner liner of tires, allowing the tires to be more easily processed. In 2017, ESBR represented approximately 34% of total segment net sales.
Ni-PBR and Nd-PBR. Throughout much of 2017, we sold Ni-PBR products for use in standard tires, performance tires, technical goods and footwear. In 2017, Ni-PBR represented approximately 8% of total segment net sales. In November 2015, we completed the conversion of our Ni-PBR production capacity at our Schkopau, Germany facility to a swing line, allowing for the production of Ni-PBR as well Nd-PBR, a more advanced, higher margin polybutadiene rubber that is a key material in the latest generation of performance tires, and is also sold for use in industrial rubber goods and polymer modification. In 2017, we began trials of Nd-PBR production, and expect to increase sales in this area in the future.
Competition and Customers
Our principal competitors in our Synthetic Rubber segment include Asahi Kasei Corporation, JSR Corporation, ARLANXEO, Zeon Corporation, Kumho Petrochemical Co., Ltd., PetroChina Company Limited, Reliance Rubber Industries, Sinopec Corp., Versalis S.p.A and Synthos S.A. In our Synthetic Rubber segment, we compete primarily based on our ability to offer differentiated and reliable products, the quality of our customer service and the length and depth of our relationships. We maintain deep and long-standing relationships with a large number of multinational customers, including many of the top global tire manufacturers, as well as fast growing Asian tire manufacturers. Our relationships with our top customers, including with our predecessor business operated by Dow prior to the Acquisition (as defined in Note 1 in the consolidated financial statements), range from 10 to more than 20 years. Our top three customers in this segment accounted for 56% of our net sales in this reporting segment. The loss of one or more of these customers could have a material adverse effect on the performance of the Synthetic Rubber segment.
We believe we have remained a supplier of choice given our broad rubber portfolio, including technologically differentiated grades, and our product customization capabilities. Our R&D and TS&D teams use our broad rubber portfolio to develop differentiated specialty products for customers. Once implemented with a customer, these newly-developed specialty products cannot be easily replaced with a competitor’s product. As a result, we believe customers are likely to buy from us throughout the life cycle of specific tire models to avoid high switching costs and prevent repetition of the expensive development process.
Enhanced SSBR, which includes later generations of SSBR and functionalized SSBR and is used in the new generation of performance tires, is expected to approach 50% of the total SSBR market by 2019. We believe the Company is well-positioned to capture additional market share in the high-growth, high-performance tire application markets. We expect that demand for enhanced SSBR will grow at a rate in excess of supply, resulting in an expected increase in industry utilization rates.
In order to address this anticipated demand, the Company has added 125 kMT of SSBR capacity since 2012, including an additional 50kT in SSBR capacity that came online in January 2018 at our Schkopau, Germany facility. By the second half of 2018, we also expect to have operational a new SSBR rubber pilot plant that will expedite the product development process from lab sample to commercialization by delivering sufficient quantities of new formulations without the need to interrupt production in our industrial lines.
While we export our rubber products worldwide, our production facilities currently are solely in Europe. Therefore, we may face competitive challenges with rubber customers who would prefer local rubber manufacturers.
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We seek to capture the value of our R&D and TS&D services through our pricing strategy. We estimate that approximately 84% of net sales in this segment relate to contracts that include raw material pass-through clauses.
Performance Plastics Segment
Overview
We are a producer of highly engineered compounds and blends for automotive end markets, as well as consumer electronics, medical, electrical, and lighting, or CEM. In 2017, approximately 44% of our Performance Plastics segment’s net sales were generated in Europe, approximately 27%20% were generated in the United States, and approximately 19% were generated in Asia, with the remainder in other geographic areas, including Mexico and Canada.
Products and End Uses
Our Performance Plastics segment consists of compounds and blends and some specialized ABS grades. We have a significant position in PC/ABS blends, which combine the heat resistance and impact strength of PC with the easy-to-process qualities and resilience of ABS. Our Performance Plastics segment also compounds and blends our PC and ABS plastics into differentiated products for customers within these sectors, as well as compounds of polypropylene. We have also developed compounds containing post-consumer recycled polymers to respond to what we believe is a growing need for some customers to include recycled content in their products. We believe our ability to offer technologically differentiated products to meet customer needs sets us apart from our competitors, and with our history as a leading innovator in compounds and blends, we have established ourselves as a leading supplier of PC-based products.
For the automotive industry, we manufacture PC/ABS blends under the PULSE™ brand, and we innovate collaboratively with our customers to develop performance solutions to meet the industry’s needs, such as reducing the weight of vehicles. As a result, we are a key supplier of these products to leading automotive companies in North America and Europe, who tend to specify these products on a per car program platform basis, making it difficult to be displaced as a supplier once selected and providing us with relatively stable and predictable cash flows for several years during the production lifecycle. We are also accelerating our development of similar supply capabilities in growing areas such as China. Through our acquisition of API Plastics, we have added thermoplastic elastomers (TPEs) and other soft polymers to our product offerings to the automotive industry.
For the consumer electronics, electrical and lighting and medical device industries, we manufacture our products under the EMERGE™ brand, among others, and we believe that we have substantial growth opportunities in tablets, notebooks, smart phones and other handheld devices, and electrical and lighting and medical device components. In serving these markets, we leverage our polymer and compound technologies to meet increasingly stringent performance requirements along with the aesthetic and color-matching requirements which are crucial characteristics for the products involved.
Competition and Customers
Our principal competitors in our Performance Plastics segment are Covestro AG, Saudi Basic Industries Corporation, Borealis AG, Celanese Corporation, Shanghai Kumho Sunny Plastics Co., Ltd., Shanghai Pret Composites Co. Ltd., INEOS Styrolution, Lotte Chemical Corporation, and LyondellBasell. In our Performance Plastics segment, we compete primarily based on our ability to offer differentiated and reliable products, the quality of our customer service and the length and depth of our customer relationships.
We believe growth in the Performance Plastic segment is due to a number of factors, including consumer preference for lighter weight and impact-resistant products and the development of new consumer electronics and continuing growth in medical device applications. Additionally, we believe growth is bolstered by sustainability trends, such as the substitution of lighter-weight plastics for metal in automobiles. Therefore, we believe our history of innovation and our focus on differentiated products enhances our growth prospects in this segment. Our innovation has contributed to long-standing relationships with customers who are recognized leaders in their respective end-markets. We also believe our global facilities are a competitive advantage that allows us to provide customers with consistent grades across markets and positions us to strategically serve emerging markets.
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Basic Plastics Segment
Overview
Basic Plastics consists of styrenic-based polymers, including polystyrene, ABS, and SAN products, as well as PC. We do not anticipate investing in strategic growth initiatives in this segment in the near term. In 2017, approximately 70% of sales from our Basic Plastics segment were generated in Europe and an additional 25% of sales12% were generated in Asia.
Products and End Uses
Polystyrene. We are a leading producerCopolymers. Our copolymers products consist of polystyreneABS and focus on sales to injection molding and thermoforming customers. Our product offerings include a variety of general purpose polystyrenes, or GPPS, and HIPS, which is polystyrene that has been modified with polybutadiene rubber to increase its impact resistant properties. These products provide customers with performance and aesthetics at a low cost across applications, including appliances, packaging, including food packaging and food service disposables, consumer electronics and building and construction materials.
We believe our STYRON™ brand is one of the longest established brands in the industry and is widely recognized in the global marketplace. We believe our R&D efforts have resulted in valuable, differentiated solutions for our customers. For instance, during 2015, we developed an innovative STYRON X-TECH™ resin that allows manufacturers to reduce the thickness, yet enhance the thermoformability, of their plastic refrigerator and freezer liners.SAN. In 2017, polystyrene2021, copolymers represented approximately 60%61% of total segment net sales.
Acrylonitrile-Butadiene-Styrene (ABS). We are a leading producer of ABS in Europe and are one of the few global producers, with aadditional presence in both North America.America and China. We produce mass ABS or mABS,(“mABS”), a variation of ABS that has lower conversion and capital costs compared to the more common emulsion ABS or eABS,(“eABS”) process, marketed under our MAGNUM™MAGNUM brand.
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mABS has similar properties to eABS but has greater colorability, thermal stability and lower gloss. mABS products can be manufactured to stricter specifications because they are produced in a continuous process as opposed to the batch process used in eABS. mABS also has environmental benefits such as waste reduction and higher yields. In addition to our own mABS production capacity, we have licensed our proprietary mABS technology to other producers. During the fourth quarter of 2017, the Company announced the successful start-up of a MAGNUM™ ABS production line at our manufacturing plant at the Zhangjiagang, China site. This will add additional regional production capabilities to our overall portfolio, meeting customer needs for MAGNUM™ ABS in the Asia Pacific automotive, appliance, electronics, lighting and consumer goods markets.
Primary end uses for our ABS products include automotive and construction sheet applications. We maintain a significant share of ABS sales into these markets, which we believe is due to the differentiating attributes of our mABS products, our reputation as a knowledgeable and reliable supplier, our broad product mix, and our customer collaboration, andincluding design capabilities. In 2017, ABS products represented approximately 19% of total segment net sales.
Styrene-Acrylonitrile. SAN is composed of styrene and acrylonitrile, which together provide clarity, stiffness, an enhanced ability to be processed, mechanical strength, barrier properties, chemical resistance and heat resistance. SAN is used mainly in appliances, consumer goods and construction sheets, due to its low-cost,low cost, clarity and chemical resistance properties. Within
PC. Our PC products are manufactured in Stade, Germany and are sold into various markets as well as consumed internally for our Basic Plastics segment, we manufacture SAN under the TYRIL™ brand name for use in housewares, appliances, automotive, construction sheets, battery cases and lighting applications.compounding products. In addition, TYRIL™ is suitable for self-coloring which adds value in many of these uses. In 2017, SAN2021, PC represented approximately 9%16% of total segment net sales.
Polycarbonate. PC has high levels of clarity, impact resistance and temperature resistance. PC can be used in its neat form (prior to any compounding or blending) for markets such as construction sheet, optical mediamedical and LED lighting. Additionally, PC can be compounded or blended with other polymers, such as ABS, which imparts specific performance attributes tailored to the product’s end-use.end use.
Our products for glazing and construction sheets are marketed under the CALIBRE™CALIBRE brand name and offer customers a combination of clarity, heat resistance and impact performance. Glazing and construction sheet represents our largest PC application and is aone of the key growth focus for us. Key end-markets includeend markets is the construction industry, with additional opportunities for growth with compoundedindustry.
Compounding. Our compounding products in the medical device market, consumer electronicsconsist of PC/ABS compounds, PC blends, and other applications such as smart meter casings that require plastics with enhanced weatherability, ignition resistancePC and impact performance.polypropylene blends. In 2017, PC2021, compounding products represented approximately 12%23% of total segment net sales.
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PC with the easy-to-process qualities and resilience of ABS. We have also developed compounds containing PCR content in their products. We believe our ability to offer technologically-differentiated products to meet customer needs sets us apart from our competitors, and with our history as a leading innovator in compounds and blends, we have established ourselves as a leading supplier of PC-based products.
For the automotive industry, we manufacture PC/ABS blends under the PULSE brand, and we innovate collaboratively with our customers to develop performance solutions to meet industry needs, such as reducing the weight of vehicles or providing products using recycled or sustainable content. As a result, we are a key supplier of these products to leading automotive companies in North America and Europe, who tend to specify these products on a per car platform basis, making it difficult to be displaced as a supplier once selected and providing us with relatively stable and predictable cash flows for several years during the production lifecycle. We have an established position in China and are working to further increase our presence in this important market.
Competition and Customers
Our principal competitors in our BasicBase Plastics segment are INEOS Styrolution, Versalis S.p.A., Total S.p.A., Covestro AG, LG Chem Ltd., Elix Polymers, Sinopec Corp., Formosa Chemicals & Fibre Corp., Jiangsu Laidun Baofu Plastifying Co. Ltd., Saudi Basic Industries Corporation, Toray Industries, Inc.INEOS Styrolution, Versalis, Shanghai Kumho Sunny Plastics Co., Ltd., Shanghai Pret Composites Co. Ltd., and Chi MeiLotte Chemical Corporation. In our BasicBase Plastics segment, we compete primarily based on our ability to offer differentiated and reliable products, the quality of our customer service and the length and depth of our customer relationships.
We believe potential growth in the Base Plastics segment will be impacted by a number of factors, including consumer preference for lighter-weight and impact-resistant products. Additionally, we believe growth prospects are bolstered by sustainability trends and potential government mandates, such as the substitution of lighter-weight plastics for metal in automobiles. Therefore, we believe our history of innovation and our focus on differentiated products enhances our growth prospects in this segment. Our innovation has contributed to long-standing relationships with customers who are recognized leaders in their respective end markets. We also believe our global facilities are a
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competitive advantage that allows us to provide customers with consistent grades across different regions, and positions us to strategically serve emerging markets.
Seasonality
Reporting periods impacted by the winter season and unfavorable weather conditions that typically affect the construction and building materials end markets may result in seasonally lower performance in our Base Plastics segment.
Polystyrene Segment
Overview
We are a leading producer of polystyrene and focus on sales to injection molding and thermoforming customers. In 2021, approximately 62% of net sales from our Polystyrene segment were generated in Europe and 38% of net sales were generated in Asia.
Products and End Uses
Our product offerings include a variety of general purpose polystyrenes (“GPPS”) and high impact polystyrene (“HIPS”). HIPS is polystyrene that has been modified with polybutadiene rubber to increase its impact resistant properties. These products provide customers with performance and aesthetics at a low cost across applications, including appliances, packaging, including food packaging and food service disposables, consumer electronics and building and construction materials.
The STYRON™ brand is one of the longest established brands in the industry and is widely recognized in the global marketplace. We believe our R&D capabilities provide valuable, differentiated solutions for our customers, making us well-positioned to address the sustainability, weight reduction, and safety needs.
In 2021 we began offering recycled polystyrene for food packaging applications for some of our customers. We view recycled polystyrene products as important not only for the benefit of the environment but also as a way to better serve our customers by addressing their need for sustainable solutions.
Competition and Customers
Our principal competitors in our Polystyrene segment are INEOS Styrolution, Versalis S.p.A., Total S.p.A., Sinopec Corp., Formosa Chemicals & Fibre Corp., and Chi Mei Corporation. In this segment, we compete primarily based on our ability to offer reliable and innovative products as well as the quality of our customer service, operational reliability and the length and depth of our relationships.
Our customer-centric model focuses on understanding customers’ needs and developing tailored solutionsrelationships that createadd value for both parties.beyond the value of the actual product performance. For durable applications, we focus our TS&D, R&D and marketing teamsefforts on product design engineering initiatives for developing and specifying plastics in the next generation of construction applications appliances, automotive, and consumer electronics.appliances. In non-durable applications, we focus on innovative products that provide clear cost advantages to our customers, serving customers with our cost-advantaged technology and operating excellence. We are also able to offer various sustainable product innovations in our non-durable applications, especially packaging. We have leveraged industry-leading product development and technology capabilities in many of our product lines in this segment to develop long-standing customer relationships, including with many of our customers, including a number of customers who have purchased from us, including our predecessor business operated by Dow prior to the Acquisition, for more than 20 years. We believe that our global presenceasset footprint is an advantage, allowing us to provide customers with consistent product grades and positioning us to strategically serve growth economies.
We have a leading competitive position in many
Seasonality
Due to the geographic diversity of the Company’s customers and end markets for our polystyrene products inacross the globe, our Basic Plastics segment.Polystyrene segment does not typically experience material levels of seasonality. However, for PC, we havesales volumes may fluctuate from quarter-to-quarter as customers may adjust their purchasing patterns based on their expectations of polystyrene price changes.
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Feedstocks Segment
Overview
Trinseo is a lower competitive position than thoselarge consumer of styrene monomer globally. The primary function of our peers, which may ultimately impact our ability to implement an effective pricing strategy. The ABS market has also experienced a number of capacity rationalizations since 2006. These rationalizations, combined with improved end-market demand, have resulted in a substantial improvement in operating rates since the most recent global economic downturn. We believe the Company’s global footprint make the Basic Plastics segment well-positioned to compete in this market.
Feedstocks Segment
Overview
Our Feedstocks segment is primarily focused on the revenue and profitability related to the Company’s production and procurement of styrene monomer outsidein Europe in order to provide secure sourcing of North America. Thethis key raw material to our other segments. In fact, the majority of the styrene monomer produced by our Feedstocks segment is consumed by our other segments. However, we do sell a portion of our produced styrene monomer to third parties. Overall, our Feedstocks segment supplied 15% of the West European styrene monomer capacity out of Europe in 2017. In 2018, the Company expects to produce approximately 700 kilotons of styrene in Western Europe and purchase approximately 185 kilotons of styrene in Asia on a raw material cost basis. With all other inputs remaining equal, a $50 per metric ton change in styrene margin over raw materials would be expected to impact our Feedstock reporting segment’s annual Adjusted EBITDA by approximately $35 million and $9 million in Europe and Asia, respectively.2021.
Products and End Uses
Styrene monomer is a basic building block of plastics and a key input to many of the Company’s products. Styrene monomer is a key raw material for the production of polystyrene, expandable polystyrene, SAN resins, SA latex, SB latex, ABS resins, and unsaturated polyethylene resins, and styrene-butadiene rubber. resins.
Competition and Customers
Our principal competitors in our Feedstocks segment are: INEOS Styrolution, Versalis S.p.A., Total S.p.A., BASF SE, Saudi Basic Industries Corporation, LyondellBasell, Repsol S.A., Sinopec Corp.,PLC, and Royal Dutch Shell plc. The majority of styrene monomer produced within the Feedstocks segment is consumed by the Company in our own manufacturing activities.
WithinGlobal styrene monomer,operating rate percentages were around 80% in 2021 but we believe there is a currentoperating rates will drop to the high 70% range and longer term trend towards higher styrene margins, due to demand growth, an aging industry asset base, and limited new capacity expectedremain at similar levels over the next several years that will allowyears. The operating rate could be positively impacted by the Company to remain competitive. Globalpotential closure of higher-cost styrene operating rates were approximately 86% in 2017 and are forecasted to increase slightly through 2020. These relatively highplants. Effective operating rates can, result infrom time to time, be impacted by planned and unplanned outages, leading to periods of elevated margins due tomargins.
Seasonality
Our Feedstocks segment does not generally experience material levels of seasonality affecting sales volumes; however, there may be seasonal fluctuations in margin as planned or unplanned production outages. supply outages generally occur more often in the spring and fall seasons.
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Americas Styrenics Segment
Overview
This segment consists solely consists of the operations of our 50%-owned joint venture with Chevron Phillips Chemical Company, Americas Styrenics LLC (“Americas Styrenics”), which continues to be a leading producer in North America of both styrene and polystyrene. Specifically,In 2021, Americas Styrenics iswas the #1 producer of polystyrene, in North America. In 2017, Americas Styrenicsbased on capacity data, and supplied 17%18% of the styrene monomer capacity in North America. Additionally, weWe received $120.0a total of $85.0 million in cash dividends from Americas Styrenics during 2017.2021. We estimate that the contribution to our equity earnings from Americas Styrenics’ polystyrene business was approximately 40%72% in 2017, 51%2021, 75% in 2016,2020, and 55%49% in 2015. This translates to a contribution from Americas Styrenics’ polystyrene business to our Adjusted EBITDA of approximately 8% in 2017, 11% in 2016, and 15% in 2015.2019.
Products and End Uses
Styrene monomer is a basic building block of plastics and a key input to many of the Company’s products. Styrene monomer is a key raw material for the production of polystyrene, and in 20172021 approximately 58%59% of the styrene monomer produced by Americas Styrenics iswas consumed in its own production of polystyrene. The remainder of Americas Styrenics’ product is sold as a key raw material to other manufacturers of polystyrene, expandable polystyrene, SB latex, ABS resins, unsaturated polyethylene resins, and styrene-butadiene rubber.
Americas Styrenics also produces GPPS, high heat, high impact resin, and STYRON A-TECH™ polystyrene products. Major applications for these polystyrene products include appliances, food packaging, food service disposables, consumer electronics, and building and construction materials.
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Competition and Customers
Americas Styrenics’ principal competitors are INEOS Styrolution, Total S.p.A., and LyondellBasell. In our Americas Styrenics segment, we compete primarily based on our ability to offer differentiated and reliable products as well as the quality of our customer service and the length and depth of our relationships.
As a leading styrenics producer in North America, this segment is well-positioned to benefit from the recent consolidation dynamics in the styrene and polystyrene industries within the region. WithAs noted above in the Feedstocks segment section, global utilization rates expected to steadily improve as demand growsstyrene operating rate percentages were around 80% in end-markets,2021 and we believe opportunitiesthey will drop to the high 70% range over the next several years, with the potential for positive upside if there are closures of higher-cost styrene plants. Effective operating rates can, from time to time, be created for us, given our scaleimpacted by planned and geographic reach that will benefit the Americas Styrenics segment. However, like many of competitors in the styrenics market, the aged assets associated with this segment may result in unplanned outages, that may adversely impact our service levelsleading to periods of elevated margins.
Seasonality
Reporting periods impacted by the winter season and competitive position.
Seasonality
Some of our segments experience seasonality at various times during the year. For example, seasonal changes andunfavorable weather conditions that typically affect the construction and building materials end markets may result in seasonally lower performance in our Latex Binders and Basic Plastics segments. Likewise, rising demand for consumer electronics for the year-end holiday season typically increases the demand for products within our Performance Plastics segment in the second half of the year. Additionally, certain segments may experience seasonality with respect to local holiday and vacation periods. Our Synthetic Rubber segment, for example, experiences some seasonality with its highest period of demand typically occurring during the first quarter of the year as inventories are built ahead of the summer season. The lowest period of demand normally occurs during the third quarter of the year due to the summer holidays.Americas Styrenics segment.
Our Relationship with Dow
We haveFollowing the Dow Separation, we entered into certain long-term agreements with Dow includingto provide services that would ease our transition into a standalone company. In recent years, the Second AmendedCompany has successfully migrated a substantial level of systems and Restated Master Outsourcing Services Agreement, which was modified on June 1, 2013services support away from Dow. However, we continue to maintain a significant relationship with Dow for certain technology and site services, as well as the supply of certain key raw materials. The failure of Dow to perform their obligations, or the termination of these agreements, could adversely affect our operations. See Item 1A—Risk Factors for more information.
We are party to various site services agreements (“SAR MOSA”SSAs”), for Dow to provide site services to the Company at Dow-owned sites. Conversely, we entered into similar agreements with Dow, where, at Company-owned sites, we provide such services to Dow. These agreements cover general services that are provided at certain facilities co-located with Dow, including utilities, site administration, environmental health and safety, site maintenance and supply chain. These agreements generally have 25-year terms and include options to renew. These agreements may be terminated at any time by agreement of the parties, or, by either party, for cause or under certain circumstances for a material breach. In addition, we may terminate with 12-months’ prior notice to Dow any services identified in any SAR SSA as “terminable.” Highly integrated services, such as electricity and steam, generally cannot be terminated prior to the termination date unless we experience a production unit shut down for which we provide Dow with 15-months’ prior notice, or upon payment of a shutdown fee. Upon expiration or termination, we would be obligated to pay a monthly fee to Dow for a period of 45 to 60 months following the expiration or termination of such SAR SSA. The agreements under which Dow receives services from us may be terminated under the same circumstances and conditions.
Additionally, we are party to several agreements with Dow for the provision of certain raw materials, products and services and other operational arrangements. Dow provides a large percentage of certain raw materials used in the production of our products, under agreements that are important to our business. In connection with the PMMA Acquisition, the Company assumed a Capacity Reservation Contract (“CRC”) which is an evergreen contract that provides guaranteed access to a certain portion of MMA capacity at a Dow-owned manufacturing facility in North America. See Sources and Availability of Raw Materials for more information.
Under the Amended and Restated MOD5 Computerized Process Control Software, Licenses and Services Agreement, with Rofan Services Inc. which was modified on June 1, 2013 (“AR MOD5 Agreement”), site and operating services agreements (“SAR SSAs”), and supply agreements.
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The SAR MOSA provides for ongoing worldwide services from Dow, in areas such as information technology, enterprise resource planning, finance, environmental health and safety, training, customer service, marketing and sales support, supply chain and certain sourcing and transactional procurement services. This agreement is effective through December 31, 2020, with automatic two year renewals, barring six months’ notice of non-renewal provided by either party. Subsequent to June 1, 2015, the Company has the ability to terminate all or a portion of the services under the SAR MOSA, subject to payment of termination charges, noting that certain ‘highly integrated’ services follow a separate process for evaluation and termination. In addition, either party may terminate for cause, which includes a bankruptcy, liquidation or similar proceeding by the other party, for material breach which is not cured, or by Dow in the event of our failure to pay for the services thereunder. In the event of a change of control, as defined in the agreement, Dow has the right to terminate the SAR MOSA.
We use SAP’s Enterprise Resource Planning (“ERP”) software systems to support our operations worldwide and to manage our day-to-day business processes and relationships with customers and suppliers. Under the SAR MOSA, Dow provides us with ERP systems support, global data/voice network and server infrastructure for desktop computing, email, file sharing, intranet and internet website access, and mainframe and midrange computer access.
Under the AR MOD5 Agreement, Dow provides worldwide process control technology, including hardware, software licenses and support services, and related enterprise resource planning services. The AR MOD5 Agreement withhas a term through December 2020,2023 and may be terminated by either party for cause which includes a bankruptcy, liquidation or similar proceedinguncured material breach; by the other party, for material breach which is not cured by usTrinseo if we no longer wish to receive maintenance and support for any licensed software; or by Dow if we use the licensed software for any purposes other than Company business. Dow may terminate the maintenance and support terms at any time if we fail to make payments when due anddue. With the default is not corrected within 30 days from notice, or upon two years written notice us, if Dow has made the decision not to support the software systems, provided that Dow will use commercially reasonable efforts to assist us in locating and transitioning to an alternate service provider. Whileexception of three sites, as of December 31, 2021, we are not permitted to use this automation technology for new plants or to substantially expand existing plants, we can use other technology solutions for those situations. We have converted nine of our plantsall plant locations from the ARthis MOD5 process control technology through a strategic external relationship with ABB Ltd. and are no longer reliant on Dow for this service. We expect to convert seven additional plants in 2018, with the remainderremaining sites by the end of our plants converted by 2020.2023.
In addition, we entered into various site13
The Second Amended and Restated Master Outsourcing Services Agreement (“SAR MOSA”) provides for ongoing worldwide services, agreements with Dow to provide site services to the Company at Dow owned sites,substantially all of which were modifiedno longer provided by Dow as of June 1, 2013 (the “Amendment Date”). Conversely,December 31, 2020, following our transition of these services over the last several years. The Company did not incur significant costs related for the SAR MOSA in 2021, nor do we entered into similar agreements with Dow in June 2010, where at Company owned sites, we provide such servicesexpect to Dow. These SAR SSAs cover general services that are provided at specific facilities co-located with Dow, rather than organization-wide services, and include utilities, site administration, environmental health and safety, site maintenance and supply chain. In certain circumstances, the parties may adjust certain prices and volumes. These agreements generally have 25-year terms from the Amendment Date, with options to renew. These agreements may be terminated atincur any time by agreement of the parties, or, by either party, for cause, including a bankruptcy, liquidation or similar proceeding by the other party, or under certain circumstances for a material breach which is not cured. In addition, we may terminate for convenience any services that Dow has agreed to provide to us that are identified in any site services agreement as “terminable” with 12 months prior notice to Dow, dependent upon whether the service is highly integrated into Dow operations. Highly integrated services are agreed to be nonterminable. With respect to “nonterminable” services that Dow has agreed to provide to us, such as electricity and steam, we generally cannot terminate such services prior to the termination date unless we experience a production unit shut down for which we provide Dow with 15-months prior notice, or upon payment of a shutdown fee. Upon expiration or termination, we would be obligated to pay a monthly fee to Dow, which obligation extends for a period of 45 (in the case of expiration) to 60 months (in the case of termination) following the respective event of each site services agreement. The agreements under which Dow receives services from us may be terminated under the same circumstances and conditions.further costs going forward.
For the years ended December 31, 2017, 2016,2021, 2020, and 2015,2019, we incurred a total of $236.4$217.7 million, $224.7$117.5 million, and $244.8$163.6 million, respectively, in expenses under the SAR MOSA, AR MOD5 Agreement, and site services agreementsSAR SSAs (which include utilities), including $183.3$210.3 million, $174.8$101.3 million, and $194.1$123.7 million, respectively, for both the variable and fixed cost components of the site services agreements and $53.1$7.4 million, $49.9$16.2 million, and $50.7$39.8 million, respectively, covering all other agreements.
In addition, at the date of the Acquisition, we entered into a contract manufacturing agreement pursuant to which we operate and maintain our SAN facility in Midland, Michigan to produce products for Dow. This agreement has a 25-
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year term, with automatic renewals for five-year terms unless one party gives notice at least 18 months prior to the end of the period. We may terminate any operational service under the agreement in the event that we experience a production unit shutdown, with 15-months prior notice to Dow. Furthermore, the agreement may be terminated by mutual agreement between the parties, by either party on notice that the other party fails to cure non-performance or if the other party is in material breach of a material obligation under the agreement within certain parameters, or because of either party’s insolvency.
We have also entered into certain license agreements pursuant to which we have obtained exclusive licenses to use certain of Dow’s intellectual property in connection with the Styron business as it was conducted by Dow and non-exclusive licenses to use certain Dow intellectual property, other than patents, with respect to products outside of the Styron business as it was conducted by Dow prior to the Acquisition, subject to certain limitations. While our license rights are sufficient to allow us to operate our current business, new growth opportunities in latex binders and, to a lesser extent, plastics involving new products may fall outside of our license rights with Dow. Therefore, our ability to develop new products may be adversely impacted by intellectual property rights that have been retained by Dow.
For the years ended December 31, 2017, 2016,2021, 2020, and 2015,2019, purchases and other charges from Dow and its affiliated companies (excluding the SAR MOSA, AR MOD5 Agreement, and site services agreements)SAR SSAs) were approximately $1,120.8$1,141.0 million, $865.7$659.5 million, and $999.4$781.9 million, respectively. ForThese purchases and other charges primarily relate to the purchase of raw materials for manufacturing our products. Additionally, for the years ended December 31, 2017, 2016,2021, 2020, and 2015,2019, sales to Dow and its affiliated companies were approximately $235.2$156.4 million, $203.5$98.4 million, and $227.0$80.0 million, respectively.
We continue to leverage Dow’s scale and operational capabilities by procuring certain raw materials, utilities, site services, and other information technology and business services from Dow. In connection with the Acquisition, we entered into several agreements with Dow relating to the provision of certain products and services and other operational arrangements. 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 their obligations, or the termination of these agreements, could adversely affect our operations. Significant capital expenditures would be required to integrate these capabilities into our own operations. See Item 1A—Risk Factors.
Sources and Availability of Raw Materials
The prices of our key raw materials are volatile and can fluctuate significantly over time. While the predominant reason for this volatility is the impact of market imbalances in supply and demand from time to time, energy prices, transportation costs and supplier force majeures may also impact the volatility of some of our raw materials. The table below shows our key raw materials by reporting segment.
| | | | | | | | | | | | | | |||||||||||
| | Latex | | Engineered | | Base | | | | | | Americas | | |||||||||||
| | Binders |
| Materials | |
| | Polystyrene | | Feedstocks | | Styrenics | | |||||||||||
Acetone | | |
|
|
|
|
| |||||||||||||||||
|
|
|
|
|
| |||||||||||||||||||
| | X | | | | | | | | | | |||||||||||||
Benzene | | | | | | | | | | X | ||||||||||||||
| | X | | |||||||||||||||||||||
| | | | | | X | | | | | | | | |||||||||||
Butadiene | | X | | | ||||||||||||||||||||
| | X | | | | | | | | |||||||||||||||
Ethylene | | | | | | | | | | X | ||||||||||||||
| | X | | |||||||||||||||||||||
| | | | X | | | | | | | | | | |||||||||||
| | | | X | | X | | | | | | | | |||||||||||
Styrenic resins | | | | X | | X | | | | | | | | |||||||||||
Styrene | | X | | | | X | | X | | X | | X | |
We have supply contracts in place to help maintain our supply of raw materials at competitive market prices and seek to implement the most efficient and reliable raw material strategy for each of our segments, including maintaining a balance between contracted and spot purchases of raw materials. We also produce raw materials for use by our businesses, such as styrene monomer. monomer and MMA, and we purchase PCR materials for use in products such as our PC compounds.
In 2017,2021, we obtained approximately 31%22% of our raw materials from Dow (based on aggregate purchase price). In 2021, Dow supplied us with approximately 77% of our benzene requirements and 100% of our ethylene requirements. Dow continues to be our largest supplier for these raw materials as well as a significant supplier of butadiene. Our current supply agreements with Dow for ethylene, benzene, and butadiene commenced in 2021 and have contractual terms of two to five years, with renewal provisions. PMMA products use MMA as the key raw material, which is sourced through both our own production in Europe and through supply agreements. During 2021, Dow has supplied us with an aggregate 46% of the MMA used in our PMMA production, both in the United States under the CRC, as well as through other unrelated supply agreements.
While Dow provides a significant portion of our raw materials to us pursuant to these supply agreements, we have developed a comprehensive strategy for obtaining additional sources of supply where needed. Our 2010 agreements with Dow for
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ethylene, benzene, and butadiene have 10-year terms with automatic 2-year renewal provisions. Minimum and maximum monthly contract quantities were established based on historical consumption rates, and our pricing terms are based on commodity indices in the relevant geography.
In 2017, Dow supplied us with approximately 97% of our benzene requirements and 100% of our ethylene requirements through 10-year contracts that commenced in 2010 and include automatic 2-year renewal provisions. Dow is our largest supplier for these materials in Europe, where we purchase directly from Dow’s existing butadiene extraction facilities pursuant to the terms of a 10-year contract that commenced in 2010 and includes an automatic 2-year renewal term. Other supply sources in Europe include major producers with contract terms of up to five years at competitive market prices. Supply of benzene
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and ethylene to North America and Asia are exclusively from other diversified sets of major third partythird-party producers via supply contracts. We rely primarily on the CRC for a majority of our MMA needs in the United States, but can source MMA from other manufacturers in the North America and Europe, as well as from our own production. In 2021, our manufacturing sites provided approximately 43% of our MMA supply. We source raw materials for our MMA production (acetone and ammonia) primarily from two suppliers in Italy.
In addition to purchasing2021 we obtained 53% of our styrene supply through long-term strategic contracts and spot market purchases, we producepurchases. Additionally, our internal production of styrene internally from purchased ethylene and benzene at our own manufacturing sites. These sourcessites provided 42%, 14%, and 44%, respectively,47% of our styrene supply in 2017.2021. With this mix of purchased and produced styrene, we seek to optimize our overall costs of securing styrene through efficient logistics, manufacturing economics and market dynamics.
BPABisphenol A (“BPA”) is the major raw material associated with PC production. ThisOur supply of this raw material is produced by a subsidiary of Olin Corporation and is suppliedprovided via pipeline to us through a supply contract with a term through December 31, 2022. Acetone is a key material for producing MMA and we are supplied with acetone via long term agreements with Versalis in Europe that has an initial term expiring in December 2019.Europe.
Technology
Our R&D and TS&D activities across our segments focus on identifying needs in our customers’ end-markets.end markets. As part of our customer-centric model, our R&D/TS&D organization interfaces with our sales and marketing teams and directly with customers to determine their product requirements, in light of trends in their industriesconsidering industry and market segments.segment trends. This information is used to select R&D/TS&D projects that are value-enhancing for both our customers and us.Trinseo.
Our R&D facilitiesinnovation and technology centers support our technological and R&D/TS&D capabilities. In addition, to our two SB latex pilot coaters and our product development centers,R&D/TS&D efforts are also supported by certain of“mini-plants” operated by our businesses operate “mini plants” in Stade and Schkopau, Germany.Stade. These mini plants are used to make samples of experimental products for testing, which we believe is a critical step in our new product development process. In addition, in 2017, we openedWe also operate a new Plastics Research Center,plastics research center, which modernizedintegrates two existing technical support centers and research lab operations in a single location at our Terneuzen, The Netherlands office location. Further, we operate pilot plants to facilitate new production technology, including a TPE pilot facility in Hsinchu, Taiwan which enables close collaboration with Asia Pacific customers for sustainably advantaged materials in targeted markets including consumer electronics, medical, footwear, and automotive. Finally, two R&D centers in Europe and one in the United States, acquired in the PMMA Acquisition, and R&D centers at our Aristech Surfaces locations in the United States, are responsible for the design of PMMA products at the Company’s seven global PMMA manufacturing plants.
R&D and TS&D costs are included in expenses as incurred. Our R&D and TS&D costs were $51.9$63.9 million, $51.0$42.6 million, and $51.9$38.8 million for the years ended December 31, 2017, 2016,2021, 2020, and 2015,2019, respectively.
Sales and Marketing
We have a customer-centric business model that has helped us to develop strong relationships with many customers. Our sales and marketing professionals are primarily located at our facilities or at virtual offices within their respective geographies. We have approximately 131192 professionals working in sales and marketing around the world, along with approximately 7495 customer service professionals and we sell our products to customers in approximately 80 countries. We primarily market our products through our direct sales force. Typically, our direct sales are made by our employees in the regions closest to the given customer.
Intellectual Property
We evaluate on a case-by-case basis how best to utilize patents, trademarks, copyrights, trade secrets and other intellectual property in order to protect our products and our critical investments in research and development, manufacturing and marketing. We focus on securing and maintaining patents for certain inventions, while maintaining other inventions as trade secrets, derived from our customer-centric business model, in an effort to maximize the value of our product portfolio and manufacturing capabilities. Our policy is to seek appropriate protection for significant product and process developments in the major markets where the relevant products are manufactured or sold. Patents may cover
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products, processes, intermediate products and product uses. Patents extend for varying periods in accordance with the date of patent application filing and the legal life of patents in the various countries. The protection afforded, which may also vary from
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country to country, depends upon the type of subject matter covered by the patent and the scope of the claims of the patent. The intellectual property that we have created or acquired since our formation covers areas such as material formulations, material process technologies and various end-use industrial applications.
In most industrial countries, patent protection may be available for new substances and formulations, as well as for unique applications and production processes. However, given the geographical scope of our business and our continued growth strategy, there are regions of the world in which we do business or may do business in the future where intellectual property protection may be limited and difficult to enforce. We maintain strict information security policies and procedures wherever we do business. These information security policies and procedures include data encryption, controls over the disclosure and safekeeping of confidential information, as well as employee awareness training. Moreover, we monitor our competitors’ products and, if circumstances were to dictate that we do so, we would vigorously challenge the actions of others that conflict with our patents, trademarks and other intellectual property rights.
The technologies we utilize in some of our business linesbusinesses have been in use for many years (e.g., SB latex and ABS) and a number of our patents relating to such technologies have expired or will expire within the next several years. Additionally, certain patents acquired in withinthe PMMA Acquisition or the Aristech Surfaces Acquisition are expected to expire in the next several years. As patents expire, or are allowed to lapse, the products and processes described and claimed in those patents become generally available for use by the public. We believe that the expiration of any single patent or family of patents that is scheduled to expire in the next 3three years would not materially adversely affect our business or financial results. We believe that our trade secrets relating to manufacturing and other processes used in connection with products to which expiring patents relate will continue to provide us with a competitive advantage after the expiration of these patents.
We use trademarks as a means of differentiating our products. We protect our trademarks against infringement where we deem appropriate. We have successfully registered the TRINSEO™ trademark in over 90more than 130 countries, and haveacquired the Plexiglas®, Altuglas®, Solarkote® and Oroglas® marks as well as other trademark applications pending.trademarks in the PMMA Acquisition.
Dow has either transferred to us or granted perpetual, royalty-free licenses to us to use Dow’s intellectual property that was used by Dow to operate the Styron business prior to the Acquisition.Dow Separation. This intellectual property includes certain processes, compositions and apparatus used in the manufacture of our products. In addition to our license rights to use Dow’s intellectual property related to the Styron business, we have obtained licenses to use Dow’s intellectual property to the extent necessary to perform our obligations under the contracts transferred to us in the AcquisitionDow Separation and to use such intellectual property (other than patents) for products outside of the Styron business as it was conducted by Dow prior to the Acquisition,Dow Separation, subject to certain limitations. While we believe our license rights with respect to Dow’s intellectual property are sufficient to allow us to operate our current business, new growth opportunities in latex binders, and to a lesser extent plastics, involving new products may fall outside of our license rights with Dow. Therefore, our ability to develop new products may be impacted by intellectual property rights that have not been licensed to us by Dow. We have the right, with Dow’s cooperation, to directly enforce the patents that are exclusively licensed to us by Dow where infringement is primarily within the scope of our business; but nothing obligates Dow to enforce against third parties the intellectual property rights of Dow that are licensed to us on a non-exclusive basis or where the infringement is primarily outside the scope of our business.
Since our formation on June 17, 2010, we have focused our product innovation on our segments within the Performance Materials division, including Synthetic Rubber, Latex Binders and Performance Plastics. The intellectual property that we have created or acquired since the Acquisition is largely in these segments and covers areas such as material formulations, material process technologies and various end-use industrial applications.
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Environmental, Health, Safety and Product Stewardship
Obtaining, producing and distributing many of our products involve the use, storage, transportation and disposal of toxic and hazardous materials. We are subject to extensive, evolving and increasingly stringent national and local environmental and safety laws and regulations, which address, among other things, the following:things:
| emissions to the air; |
| discharges to soils and surface and subsurface waters; |
| other releases into the environment; |
| prevention, remediation or abatement of releases of hazardous materials into the indoor or outdoor environment; |
| generation, handling, storage, transportation, treatment and disposal of waste materials; |
| climate change impacts; |
| process and maintenance of safe conditions in the workplace; |
| registration and evaluation of chemicals; |
| production, handling, labeling or use of chemicals used or produced by us; |
| stewardship of products after |
● | circular solutions, for polystyrene and other products. |
We monitor compliance with applicable state, national, and international environmental, health and safety requirements and maintain policies and procedures to monitor and control environmental, health and safety risks, which may in some circumstances exceed the requirements imposed by applicable law. We have a strong environmental, health and safety organization with a staff of professionals who are responsible for environmental, health, safety and product regulatory compliance and stewardship, in addition to thecomprehensive standards tools and services purchased from Dow.tools. We supplement our programs and Dow’s services with our participation in trade associations which monitor developments in legislation impacting our businesses. Additionally, our Supplier Code of Conduct includes our expectations for our suppliers to comply with applicable laws and regulations and encourages them to adhere to the highest principles of environmental responsibility.
We follow the American Chemistry Council Responsible Care® Guiding Principles for our global facilities and products and lasthave received third party certification of our Responsible Care® Management System in September 2016.System. Many of our facilities have been certified to ISO 14001 and other ISO management systems. We have a mature corporate environmental, health and safety audit program for all of our facilities. We focus on emergency preparedness, and crisis planning and drills, at both the facility and corporate level. We expect that stringent environmental regulations will continue to be imposed on us and our industry in general.
Sustainability and Climate Change
We recognize that climate change has had and will continue to have significant impacts on our environment, particularly as it relates to extreme weather conditions and rising sea levels, and which has prompted regulations limiting, among other things, the emission of greenhouse gases. In some jurisdictions, like Germany,the countries in which we operate, particularly in the EU, we are required to comply with increasingly extensive regulations required as a result of nationwide or local greenhouse gas targetsto address climate change impacts and resource conservation requirements. We also monitor legislative actions and their potential impacts on the end markets we serve.
We track and publicly report our greenhouse gas emissions, water usage, waste, and energy consumptions and our facilities work to improve our performance at reducing chemical emissions, water usage and energy consumption. Our Sustainability and Corporate Social Responsibility Report (the “Sustainability Report”), which is available on our website, provides our most recent sustainability highlights for our products, performance and operations. The report also profiles howhighlights sustainability goals and other initiatives to improve our products help our customers improve their own sustainability in areas such as LED lighting, green tires, building insulation, smart meters, life-saving medical devices, and lighter weight vehicles.
In recognition of the importance of sustainability, climate change and corporate social responsibility, we have established a multidisciplinary Sustainability Council, made up of a cross-functional group of Company leaders focused on sustainability, including the benefits and risks related to climate change and our corporate social responsibility programs.performance. We do not expect the costs to comply with legislation enacted as a result of climate change and other sustainability efforts will be material to our operations and consolidated financial position.position in the next 12 months.
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Chemical Registrationour long-term strategy and Regulation
We are also subjectduring 2021 we continued to a growing numbertake actions to further our offering of chemical control requirements globally,sustainable products, including the U.S. Toxic Substances Control Act (“TSCA”), which was recently amended, and requires companies to provide more information to the EPA as partcommencement of the EPA’s increased responsibilities regarding the assessmentsales of chemical risks so that unreasonable risks can be mitigated. Registration, Evaluation, and Authorization of Chemicals (“REACH”), the regulatory system for chemical management in the EU, requires EU manufacturers and importers to disclose information on the properties of their substances that meet certain volume or toxicological criteria and register the information in a central database to be maintained by the European Chemicals Agency. Other jurisdictions have enacted legislation similar to REACH, including China, Japan and Korea.
Some of ourpolystyrene products are also subject to food contact regulations or are used in the production of medical devices, for which our customers are regulated. We actively monitor the progress of these and other legislative developments. We also maintain policies and programs to restrict the application of certain products in areas that could present safety or litigation risks, including a business risk review process to review new applications.
We also monitor the scientific and legislative dialogue around the safety of BPA, a feedstock material for PC. While this dialogue has taken place for a number of years, recently, it has focused on a concern by regulators and others that low levels of BPA could be released from plastics and impact human health and the environment. The European Chemicals Agency (“ECHA”) is now regulating the use of BPA under REACH. However, we have not seen a material impact on our products or manufacturing operations as a result. Additionally, we have not been significantly impacted by BPA’s appearance on the State of California’s Proposition 65 list because our products contain concentrations less than the Maximum Allowable Dose Levels, and therefore are not subject to the warning requirements of this regulation. After releasing for public comment a new comprehensive study in February 2018 which addressed the potential for health effects from long-term, low dose exposure to BPA, the U.S. Food and Drug Administration reaffirmed that BPA is safe at the current levels occurring in food for food contact applications. This study will now be availableWe also took action to informincrease our access to recycled feedstocks through both our announced collaboration with BASF to increase styrene production from circular feedstocks and the European Food Safety Authorityannounced acquisition of plastics collector and recycler Heathland B.V. (“EFSA”Heathland”), which has been tasked by ECHAclosed in January 2022. In addition, we achieved ISCC certification
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for Mass Balance processes for polystyrene manufactured at our Tessenderlo, Belgium plant, as well as for PC produced in Stade, Germany, and styrene manufactured in Terneuzen, The Netherlands. We also supplemented an already strong annual Sustainability Report with reevaluating the toxicityincorporation of BPA.
the Sustainability Accounting Standards Board (“SASB”) framework. These achievements were accomplished while maintaining our high standard for safety and Employee Health & Safety (“EH&S”) excellence. We do not expect that the costs of administering our sustainability program to comply with chemical control requirements will be materialincrease as we continue to focus and improve our operations and consolidated financial position.sustainability initiatives.
Environmental Remediation
Environmental laws and regulations require mitigation or remediation of the effects of the disposal or release of chemical substances. Under some of these regulations, as the current owner or operator of a property, we could be held liable for the costs of removal or remediation of hazardous substances on or under the property, without regard to whether we knew of or caused the contamination, and regardless of whether the practices that resulted in the contamination were permitted at the time they occurred. At our Allyn’s Point, Connecticut property we lease a portion of the property to our joint venture, Americas Styrenics, for its operations, which includes a regulated hazardous waste boiler. Potentialboiler, for which potential liabilities resulting from our owner status are addressed through financial assurance mechanisms and other agreements. Many of our production sites have an extended history of industrial use, and it is impossible to predict precisely what effect these laws and regulations will have on us in the future. Soil and groundwater contamination hashave occurred at some of the sites and might occur or be discovered at other sites. Subject to certain monetary and temporal limitations, Dow is obligated to indemnify and hold us harmless with respect to releases of hazardous material that existed at our sites prior to our separation fromthe Dow in June 2010. However, weSeparation. The period for new claims at these sites has expired. Later-acquired sites are subject to a different limitations period. We cannot be certain that Dow will fully honor thetheir existing indemnity obligations or that the indemnity will be sufficient to satisfy all claims that we may incur. In addition, we face the risk that future claims might fall outsideOther than certain immaterial environmental liabilities assumed as part of the scope ofPMMA Acquisition and the indemnity, particularly if we experience a release of hazardous materials that occurs inAristech Surfaces Acquisition, no environmental claims have been asserted or threatened against the future or at any time after our separation from Dow. Except for minor monitoring activities that we are performing in Livorno, Italy pursuant to an agreement with Dow, we do not currently have any material obligations to perform environmental remediation on our properties, and anyCompany. Any active remedial projects on our properties which were part of the Dow Separation are being performed by Dow pursuant to its indemnification obligationsobligations. Other than certain immaterial environmental liabilities assumed as part of the PMMA Acquisition and the Aristech Surfaces Acquisition, no environmental claims have been asserted or threatened against the Company, and the Company is not a potentially responsible party for any material amounts at any Superfund sites.Sites. We conduct comprehensive environmental due diligence for potential acquisitions to mitigate the risk of assuming obligations to conduct material levels of environmental remediation.
Board Oversight
The Environmental, Health, Safety, Sustainability and Public Policy Committee (the “EHSS&PP Committee”) of the Company’s Board of Directors was established in 2014 to assist the Board with oversight of Company programs, policies and initiatives that support the environment, health and safety, sustainability, corporate social responsibility and climate change. The EHSS&PP Committee is responsible for supporting alignment between the Company and the Board on the Company’s sustainability, social, and public policy goals; guiding the Company and overseeing management of risks arising from our sustainability programs, policies, partnerships, activities and goals; reviewing external public policy/governmental affairs issues and trends, and recommending Company response to these issues. The EHSS&PP Committee also reviews the Company’s annual Sustainability Report for Board approval and publication on the Company’s website.
Government Regulation
In addition to environmental, health, and safety laws and regulations, our operations subject us to numerous federal, state, and local laws and regulations in the countries in which we operate. International trade laws and trade agreements, export and customs controls can limit the countries in which we can do business, or add significant cost to the import or export of our products or raw materials. Changes to or violations of these regulations could impact the costs of our goods or cause delay in shipments. Our products are also used in a variety of end-uses that have specific regulatory or consumer safety requirements such as those relating to food packaging or medical devices. Changes in these requirements could result in increased compliance costs, product recalls, or fines, which could prevent or inhibit the development and sale of our products. These and other laws and regulations impact the manner in which the Company conducts its business, and changes in legislation or government regulations can affect the Company’s global
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operations, both favorably and unfavorably. For a more detailed description of the various laws and regulations that affect the Company’s business, see Item 1A. Risk Factors.
Security
We recognize the importance of security and safety to our employees and the community. Physical security measures have been combined with process safety measures (including the use of technology), and emergency response preparedness into integrated security plans. We have conducted vulnerabilityinformation security assessments at our operating facilities in the U.S. and high priority sites worldwide and identified and implemented appropriate measures to protect these facilities from physical and cyber-attacks. Effort and resources in assessing security vulnerabilities and taking steps to reinforce securityrequirements at our manufacturing facilities will continue, to beas required to comply withby U.S. Department of Homeland Security (“DHS”) and other requirements.
We use Dow’sTrinseo has implemented information security program and systems and have expanded our own information securitysolutions, resources, policies, programs, and preparednessmonitoring alerts to respond to potential information security breachesevents and to maintain compliance with the increasing amount of data privacy laws and regulation. Our Board of Directors provides oversight of security risks, measures and incidents, with input from members of management and our information security team.
EmployeesHuman Capital Resources and Objectives
As of December 31, 2017,2021, we had 2,214approximately 3,100 employees worldwide. worldwide, with the majority (approximately 60%) located in the EMEA region (Europe, Middle East and Africa), approximately 16% in Asia Pacific, and the remainder in the Americas. We increased the size of our workforce through the acquisitions of the PMMA business and Aristech Surfaces, partially offset by employees transferred to Synthos S.A. as part of the sale of our Synthetic Rubber business. Approximately 97% of our workforce is full-time.
Nearly 78%70% of our personnel are located at the various manufacturing sites, research and development, pilot coating, paper fabrication and testing and technology centers. The remaining employees are located at operating centers, virtual locations or geographically dispersed marketing and sales locations. Our facilities in Midland, Michigan, site is the only U.S.Bristol, Pennsylvania, and Louisville, Kentucky, and our facility within Matamoros, Mexico have union representation, for its 52 hourly operations personnel, andwhile employees at certain of our other locations are represented by work councils. We considerbelieve we maintain good relations with our personnel and the various labor organizations to be good.organizations. There have been no labor strikes or work stoppages in these locations in recent history.
People Strategy
We strive to retain a talented, diverse and inclusive workforce and understand that our success requires ongoing investment in our employees. Our approach to attracting and retaining talent is our commitment to our core values of Responsible Care®, Innovation, Respect & Integrity, Accountability & Value Creation, and Commitment to Customers. As applied to our employees, these values prioritize health and safety, accountability and rewards for achievement, and treatment of all persons in our organization with respect, honesty, and dignity.
Our core values are reflected in the goals of our “People Strategy,” which is designed to support employees through Talent Management, Organizational Development, and Recognition & Rewards. Talent Management measures our ability to attract and select the right talent for the right roles, onboard new employees to improve integration, build critical capabilities, and develop leaders of the future, with a culture of collaboration among high-performing and diverse teams. Organizational Development focuses on the design of organization models to achieve our business strategies, assess employee engagement, evolve our culture and facilitate open communication. Recognition & Rewards means our efforts to manage, measure, and pay for performance; differentiate and recognize job growth with increases, promotions, and pay, annual performance awards and recognition of outstanding contributions from employees.
Environmental Protection and Employee Health & Safety
Focus on the safety of our employees is a critical aspect of our operations, and we strive towards achieving zero injuries, spills, or process safety incidents in our facilities every year. Our EH&S management system promotes a culture of rigorous investigation, corrective action, and continuous improvement applied over many years and has delivered a world-class set of internal safety policies, processes, and procedures. This system is designed to meet our objectives to
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continually reduce safety and environmental incidents and risks, maintain full regulatory compliance and optimize resources and continuously improve.
The Company has taken proactive steps to minimize the potential impact of the COVID-19 crisis on our employees. These steps include, but are not limited to: (i) encouraging or requiring our employees to work from home where possible or required by local laws and regulations; (ii) instituting masking and social distancing rules in our manufacturing and office locations; (iii) providing personal protective equipment; (iv) screening protocols; (v) implementing cleaning and other measures in the workplace; and (vi) conducting training for all employees. Corporate and regional COVID-19 crisis response teams lead the implementation of our pandemic response plans and other measures in our regions and at all our facilities in accordance with local requirements and guidance from the Center of Disease Control, local health departments and other health organizations. These measures have allowed us to protect worker safety while we strive to optimize production schedules, balance staffing needs, develop contingency plans, and enable the continued safe operation of our plants and facilities. We have not announced significant layoffs or employee furloughs as a result of the COVID-19 crisis.
Diversity and Equal Employment Opportunity
We are committed to maintaining an inclusive workforce that offers a diversity of perspectives, backgrounds and experience, and creating an environment in which all Trinseo employees have an equal opportunity to reach their potential and contribute fully to the success of the Company. Trinseo provides an equal employment opportunity, with a policy to recruit, hire, develop, and promote qualified applicants or employees without regard to race, religion, gender, sexual orientation, national origin, age or disability. We believe our commitment to diversity is reflected in our Board and executive leadership team. Four of our Board members, or 30% of our Board, are women, and two of our directors self-identify as a member of an underrepresented minority group. The members of our executive leadership team also represent broad citizenship and geographic diversity.
Talent Management and Employee Development
We provide opportunities for career development through a combination of training, coaching, and on-the-job experiences. We believe this approach to development provides our employees with the right balance of learning options. Further, we believe that early investment in our employees ensures that our future leaders have the skills they will need to be successful within a complex and ever-changing business environment. As part of our People Strategy, we conduct a talent review process that assesses our employee’s leadership behaviors, attributes, potential, and provides them with input on personal development. We also utilize a goal setting scorecard that enables employees to document and align their goals within a leadership team and across functions, which goals are set against annual Company priorities. Employees are evaluated on their performance versus individual goals and on the Company’s performance versus corporate goals (which includes financial and safety metrics). Part of the annual performance review process includes personal assessment goals which are tracked and reviewed throughout the year.
Compensation Policies
Trinseo’s process for determination of remuneration consists of two main components: base pay and an annual variable program, and we are committed to ensuring equitable compensation among our employees. As stated above, equal opportunity and diversity are important at Trinseo. We conduct internal reviews to assess fair treatment to determine if our pay practices are being implemented appropriately in all jurisdictions where we operate.
Available Information
Our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, are available free of charge through the Investor Relations section of our website, www.trinseo.com, as soon as reasonably practicable after the reports are electronically filed or furnished with the U.S. Securities and Exchange Commission.Commission (“SEC”). Copies of our board committee charters, code of conduct, corporate governance guidelines and other corporate governance information are also available on our website. See Part III–Item 10–Code of Ethics. We
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provide this website and the information contained in or connected to it for informational purposes only. ThatThis information is not part ofincluded in, or incorporated by reference to, this Annual Report.
Risks Related to Our BusinessOperations
We are subject to risks associated with the Company’s strategy to transform its portfolio to a specialty materials and sustainable solutions provider.
We have taken steps toward executing on our publicly-disclosed strategy to transform the Company to a specialty materials and sustainable solutions provider, including the PMMA Acquisition and Aristech Surfaces Acquisition, the sale of our synthetic rubber business, and the plan to explore the divestiture of our styrenics businesses. We plan to continue to prioritize investments in higher growth, higher margin and lower earnings volatility areas such as Engineered Materials and CASE applications, and to deemphasize the more volatile, lower growth assets in our portfolio. We cannot guarantee that the execution of this strategy will lead to higher growth or margins and lower earnings volatility. We also cannot be certain that we will be successful in identifying opportunities for 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.
The implementation of our transformation strategy has resulted in, and may continue to result in, changes to our business, operations, capital allocation, operational and organizational structure, increased demands on management, and could result in short-term and one-time costs, including higher than expected restructuring costs, loss of revenue, and other negative impacts on our business. Implementation of this transformation may take longer than anticipated, and, once implemented, we may not realize, in full or in part, the anticipated benefits or such benefits may be realized more slowly than anticipated. The failure to realize benefits, which may be due to our inability to execute, delays in implementation, global or local economic conditions, competition, and the other risks described herein, could have a material adverse effect on our business, prospects, financial condition, results of operations, cash flows, as well as the trading price of our securities.
Volatility in energy and the cost of the raw materials, logistics services, energy, or transportation utilized for our products, or disruption in the supply of the raw materials utilized for our products, may adversely affect our financial condition and results of operations or cause our financial results to differ materially from our forecasts.
Our results of operations can be directly affected, positively and negatively, by volatility in the cost of our raw materials, which are subject to global supply and demand and other factors beyond our control. Our principal raw materials (benzene, ethylene, butadiene, BPA, MMA, and styrene) together represent approximately 65%81% of our total cost of goods sold. Additionally, we use natural gas and electricity to operate our facilities and generate heat and steam for our various manufacturing processes. Crude oil prices also impact our raw material and energy costs. Generally, higher crude oil prices lead to higher costs of natural gas and raw materials, although some raw materials are impacted less than others. Volatility in the cost of energy or raw materials makes it more challenging to manage pricing and pass the increases on to our customers in a timely manner. We believe that rapid changes in pricing also can affect the volume our customers consume. As a result, our gross profit and margins could also be adversely affected and our financial results may differ materially from our forecasts.
We are dependent on third-party freight carriers to transport many of our products. Our access to third-party freight carriers is not guaranteed, and we may be unable to transport our products at economically attractive rates in certain circumstances, particularly during disruptions to transportation infrastructure. Our business, financial position, results of operations or cash flows could be materially and adversely affected if we are unable to pass all of the cost increases on to our customers, or if freight carrier capacity in our geographic markets were to decline significantly or otherwise become unavailable.
We have long-term supply agreements with Dow for ethylene, benzene, butadiene, and butadiene,MMA, which are critical raw materials to our business and expire in June 2020.business. These raw materials and other less critical materials amount to approximately 31%22% of our total raw materials (basedacquired in 2021, based on aggregate purchase price).price. The remainder is purchased via other third-party suppliers on a global basis. As our Dow contractsthese and other third-party contractssupply agreements expire, we may be unable to renegotiate or
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renew these contracts, or obtain new long-term supply agreements on terms comparable or favorable to us, depending on market conditions,or at all, which may significantly impact our operations. See Item 1—Business— Business— Sources and Availability of Raw Materials.Materials.
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. Suppliers may have temporary limitations preventing them from meeting our requirements, and we may not be able to obtain substitute alternative suppliers in a timely manner or on favorable terms.
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. Downturns in general economic conditions can cause fluctuations in demand for our products, product prices, volumes and margins.
Turbulence in the credit markets, fluctuating commodity prices, volatile exchange rates and other challenges affecting the global economy can affect us and our customers. Instability in financial and commodity markets throughout the world may cause, among other things, severely diminished liquidity and credit availability, rating downgrades of certain investments and declining valuations and pricing volatility of others, volatile energy and raw materials costs, geopolitical issues and failure and the potential failure of major financial institutions. Adverse events affecting the health of the economy, including sovereign debt and economic crises, refugee crises, terrorism, Brexit, rising protectionism, and the threat of war, could have a negative impact on the health of the global economy. These developments, or the perception that any of them could occur, may have a material adverse effect on global economic conditions or on the stability of global financial markets. During any period of uncertainty or heightened market volatility, consumer confidence may decline which could lead to a decline in demand for our products or a shift to lower-margin products, which could adversely affect sales of our products and our profitability and could also result in impairments of certain of our assets.
Deterioration in the financial and credit market heightens the risk of customer bankruptcies and delay in payment. We are unable to predict the duration of the current economic conditions or their effects on financial markets, our business and results of operations. If economic conditions deteriorate, our results of operations, financial condition and cash flows could be materially adversely affected.
We may engage in strategic acquisitions or dispositions of certain assets and/or businesses that could affect our business, results of operations, financial condition and liquidity.
We may selectively pursue complementary acquisitions and joint ventures, each of which inherently involves a number of risks and presents financial, managerial and operational challenges, including, but not limited to:
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In addition, we may encounter unforeseen obstacles or costs in the integration of acquired businesses. Also, the presence of one or more material liabilities of an acquired company that are unknown to us at the time of acquisition may have a material adverse effect on our business or financial results. Our acquisition and joint venture strategy may not be successfully received by customers, and we may not realize any anticipated benefits from acquisitions or joint ventures.
We may also opportunistically pursue dispositions of certain assets and/or businesses, which may involve material amounts of assets or lines of business, and adversely affect our results of operations, financial condition and liquidity. If any such dispositions were to occur, under the terms of the Credit Agreement governing our Senior Credit Facility and the Indenture, we may be required to apply the proceeds of the sale to repay any borrowings under our Senior Credit Facility or our 2025 Senior Notes. Dispositions may also involve continued financial involvement in the divested business, such as through continuing equity ownership, transition service agreements, guarantees, indemnities or other
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current or contingent financial obligations. Under these arrangements, performance by the divested businesses or other conditions outside our control could affect our future financial results.
Capital projects may have lengthy deadlines during which market conditions may deteriorate between the capital expenditure’s approval date and the conclusion of the project, negatively impacting projected returns. If we are unable to execute on our capital projects within their expected budget and timelines, or if the market conditions assumed in our projections deteriorate, our business, financial condition, results of operations and cash flows could be materially and adversely affected.
Delays or cost increases related to capital spending programs involving engineering, procurement and construction of facilities or manufacturing lines could materially adversely affect our ability to achieve forecasted operating results. Project delays or budget overages may arise as a result of unpredictable events, which may be beyond our control, including, but not limited to:
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Furthermore, presumed demand for the technologies or products provided by the manufacturing facilities or lines being constructed may deteriorate during the project period. If we were unable to stay within a project’s overall timeline or budget, or if market conditions change, it could materially and adversely affect our business, financial condition, results of operations and cash flows.
Production at our manufacturing facilities could be disrupted for a variety of reasons. Disruptions could expose us to significant losses or liabilities.
The hazards and risks of disruption associated with chemical manufacturing and the related storage and transportation of raw materials, products and wastes exist in our operations and the operations of other occupants with whom we share manufacturing sites. These potential risks of disruption include, but are not necessarily limited to:
| pipeline and storage tank leaks and ruptures; |
| explosions and fires; |
| inclement or |
| disease outbreaks, epidemics or pandemics, and government responses thereto, which may impact our employees or those of our suppliers or transportation providers; |
● | terrorist attacks; |
| cyber-attacks; |
● | failure of mechanical systems, computer systems, process safety and pollution control equipment; |
| failures or delays in properly implementing new technologies and processes; |
| chemical spills and other discharge or releases of toxic or hazardous substances or gases; and |
| exposure to toxic chemicals. |
These hazards could expose employees, customers, the community and others to toxic chemicals and other hazards, contaminate the environment, damage property, result in personal injury or death, lead to an interruption or suspension of operations, damage our reputation and adversely affect the productivity and profitability of a particular manufacturing facility or us as a whole, and result in the need for remediation, governmental enforcement, regulatory shutdowns, the imposition of government fines and penalties, and claims brought by governmental entities or third parties. Legal claims and regulatory actions could subject us to both civil and criminal penalties, which could affect our product sales, reputation and profitability. Furthermore, the environmental, health and safety compliance, management systems, and emergency response and crisis management plans we have in place may not address or foresee all potential risks or causes of disruption.
If disruptions occur, alternative facilities with sufficient capacity or capabilities may not be available, may cost substantially more or may take a significant time to start production. Each of these scenarios could negatively affect our business and financial performance. If one of our key manufacturing facilities is unable to produce our products for an extended period of time, our sales may be reduced by the shortfall caused by the disruption and we may not be able to
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meet our customers’ needs, which could cause them to seek other suppliers. Furthermore, to the extent a production disruption occurs at a manufacturing facility that has been operating at or near full capacity, the resulting shortage of our product could be particularly harmful because production at the manufacturing facility may not be able to reach levels achieved prior to the disruption. Our insurance policies may not fully insure against all potential causes of disruption due to limitations and exclusions in those policies. Therefore, incidents that significantly disrupt our operations may expose us to significant losses and/or liabilities.
If we are unable to execute on our capital projects or growth plans within their expected budget and timelines, or if the market conditions assumed in our projections deteriorate, our business, financial condition, results of operations and cash flows could be materially and adversely affected.
Capital projects and other growth investments may have lengthy deadlines during which market conditions may deteriorate between the capital expenditure’s approval date and the conclusion of the project, negatively impacting projected returns. Delays or cost increases related to capital and other spending programs involving engineering,
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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. 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. |
Furthermore, presumed demand for the technologies or products provided by the manufacturing facilities or lines being constructed or the technologies being developed may deteriorate during the project period. If we were unable to stay within a project’s overall timeline or budget, or if market conditions change, it could materially and adversely affect our business, financial condition, results of operations and cash flows.
If we are not able to continue the technological innovation and successful commercial introduction of new products, our customers may turn to other producers to meet their requirements.
Our industry and the end markets into which we sell our products experience periodic technological changes and ongoing product improvements. Our customers may introduce new generations of their own products or require new technological and increased performance specifications that would require us to develop customized products. Our future growth will depend on our ability to predict and react to changes in key end markets, and to successfully develop, manufacture and market products in such changing end markets. We need to continue to identify, develop and market innovative products on a timely basis to replace existing products in order to maintain our profit margins and our competitive position. We may not be successful in developing new products and technology that successfully compete with these materials, and our customers may not accept any of our new products. If we fail to keep pace with evolving technological innovations or fail to modify our products in response to our customers’ needs, then our business, financial condition and results of operations could be adversely affected as a result of reduced sales of our products.
Risks Related to Acquisitions and Dispositions
We may not be successful in our proposed divestiture of our styrenics businesses.
In November 2021 we announced our intention to explore the divestiture of our styrenics businesses, for which we launched a formal sales process in January 2022. We cannot guarantee that we will be successful in our efforts to initiate and generate interest in a sale or auction process, locate an adequate buyer, or negotiate terms of a sale agreement acceptable to the Company. Identifying and completing any potential sale transaction would depend on a number of factors, many of which are beyond our control, including, among other things, market conditions, third-party consents, regulatory approvals, and the availability of financing for potential buyers, if required. A successful divestiture depends on various factors, including our ability to effectively transfer liabilities, contracts, facilities and employees to any purchaser, revise our legal entity structure, negotiate continued equity ownership, identify and separate intellectual property, reduce fixed costs previously associated with the divested assets or business, and collect the proceeds from any sale. Any divestiture may result in a dilutive impact to our future earnings if we are unable to offset the dilutive impacts from the loss of revenue associated with the divested business, as well as significant write-offs, including those related to goodwill and other intangible assets, which could have a material adverse effect on our results of operations and financial condition. All of these efforts require varying levels of management resources, which may divert our attention from other business operations.
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We may fail to realize the anticipated benefits of the PMMA Acquisition and the Aristech Surfaces Acquisition or such benefits may take longer to realize than expected. We may also encounter difficulty integrating these businesses into our operations, or challenges related to our reliance on transition services.
On May 3, 2021, we completed the PMMA Acquisition for a purchase price of $1,364.9 million, and on September 1, 2021, we completed the Aristech Surfaces Acquisition for a purchase price of $449.5 million (together, the “Acquisitions”).
Our ability to realize the anticipated benefits of the Acquisitions will depend on our ability to successfully integrate the PMMA business and the Aristech Surfaces business into ours. Combining these businesses continues to be a complex and time-consuming process and the Company has devoted significant attention and resources integrating the operations, systems, processes, procedures and personnel of the acquired businesses, and we expect to continue to do so. If we fail to effectively integrate, or if integration takes longer or is more costly than expected, we could lose or diminish the expected benefits of the Acquisitions. Even if we are able to integrate successfully, this integration may not result in the realization of the cost and revenue synergies and benefits that we currently expect, nor can we give assurances that these benefits will be achieved when expected or at all.
We also face risks that we fail to meet our financial and strategic goals, due to, among other things, inability to grow and manage growth profitability, achieve expected margins, maintain relationships with customers or retain key employees. We may also be adversely affected by other economic, business, and/or competitive factors which may not have existed at the time of closing. Such conditions could materially adversely impact our business and results of operations.
Additionally, we rely on Arkema to provide certain services, including information technology, accounting and financial reporting services, pursuant to transition services agreements executed in connection with the PMMA Acquisition. While such services are scheduled to be taken over by Trinseo in 2022, Arkema’s failure to perform could negatively impact our ability to close our books in an accurate and timely manner as well as our ability to complete our financial statements or financial reporting.
We may engage in other future strategic acquisitions or dispositions of certain assets and/or businesses that could affect our business, results of operations, financial condition and liquidity.
We may selectively pursue other complementary acquisitions and joint ventures, which inherently involves a number of risks and presents financial, managerial and operational challenges, including, but not limited to:
● | potential disruption of our ongoing business and the distraction of our management; |
● | difficulty retaining key employees or with integration of personnel and financial and other systems; |
● | difficulty maintaining relationships with customers; |
● | hiring additional management and other critical personnel; |
● | generating expected cost savings and synergies from the acquisition; and |
● | increasing the scope, geographic diversity and complexity of our operations. |
Also, the presence of one or more material liabilities of an acquired company that are unknown to us at the time of acquisition may have a material adverse effect on our business or financial results. Our acquisition and joint venture strategy may not be successfully received by customers or other stakeholders, and we may not realize any anticipated benefits from these other acquisitions or joint ventures.
In November 2021, we announced the Company’s intent to explore the potential divestiture of our styrenics businesses, for which we launched a formal sales process in January 2022, and in December 2021, we successfully completed the divestiture of our Synthetic Rubber business. We may also opportunistically pursue dispositions of certain other assets and/or businesses, which may involve material amounts of assets or lines of business, and adversely affect our results of operations, financial condition and liquidity. If any such dispositions were to occur, under the terms of our senior secured credit agreement (the “Credit Agreement”) governing our senior secured financing facility of up to $1,075.0 million (the “Senior Credit Facility”) and the indentures governing our $500.0 million aggregate principal of 5.375% senior notes due 2025 (the “2025 Senior Notes”), and our $450.0 million aggregate principal of 5.125% senior notes due 2029 (the “2029 Senior Notes”), we may be required to apply the proceeds of the sale to repay any borrowings under our Senior Credit Facility, our 2025 Senior Notes or our 2029 Senior Notes. Dispositions may also involve continued financial involvement in the divested business, such as through continuing equity ownership, transition service agreements, supply agreements, guarantees, indemnities or other current or contingent financial obligations.
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Joint ventures may not operate according to their business plans if we or our partners fail to fulfill our or their obligations, or differences in views among our joint venture partners result in delayed decisions, which may adversely affect our results of operations and may force us to dedicate additional resources to these joint ventures.
For the year ended December 31, 2021, we received dividends of $85.0 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. If joint venture partners do not fulfill their obligations, the affected joint venture may not be able to operate according to its business plan. In that case, our results of operations may be adversely affected and we may be required to increase the level of our commitment to the joint venture. Differences in views among joint venture participants and our inability to unilaterally implement sales and production strategies or determine cash distributions from joint ventures may significantly impact short-term and longer-term financial results, financial condition and the value of our ordinary shares.
We may be unable to achieve cost savings and other benefits from our restructuring activities and business excellence initiatives.
Beginning in 2019 and continuing through 2021, we announced certain restructuring programs associated with our shift to a global functional structure, the adoption of our business excellence initiatives designed to create ongoing cost savings through business process optimization and efficiencies, and related more broadly to our overall transformation strategy. Our efforts to achieve these improvements and efficiencies may not be successful or generate expected cost savings, and we may incur greater costs than currently anticipated to implement and achieve these initiatives, which could have an adverse impact on our financial condition or results of operations.
Risks Related to Regulation
We are subject to customs, international trade, export control, and antitrust laws that could require us to modify our current business practices and incur increased costs.
We are subject to numerous regulations, including customs and international trade laws, export/import control laws, and associated regulations. These laws and regulations limit the countries in which we can do business; the persons or entities with whom we can do business; the products which we can buy or sell; and the terms under which we can do business, including anti-dumping restrictions. In addition, we are subject to antitrust laws and zoning and occupancy laws that regulate manufacturers generally and/or govern the importation, promotion and sale of our products, the operation of factories and warehouse facilities and our relationship with our customers, suppliers and competitors. If any of these laws or regulations were to change or were violated by our management, employees, suppliers, buying agents or trading companies, the costs of certain goods could increase, or we could experience delays in shipments of our goods, be subject to fines or penalties, or suffer reputational harm, which could reduce demand for our products and hurt our business and negatively impact results of operations. 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.
Dow provides significant operatingGlobal trade conflicts and other services,the imposition of tariffs may have a material adverse impact on our business and results of operations.
Various governments have adopted new approaches to their trade policies seeking to renegotiate, or potentially terminate, certain existing bilateral or multi-lateral trade agreements and implement new tariff schedules. For example, over the past several years the U.S. and China have applied tariffs to certain of each other’s exports. These measures have resulted in shifting trade flows and increased costs for raw materials used inand finished goods. Uncertainty over global tariffs has and may continue to delay purchasing decisions by our customers as they assess the productionimpact of such trade policies on their business.
The adoption and expansion of trade restrictions, tariffs, or other governmental action has the potential to adversely impact demand for our products under agreements that are importantor our customers’ products, and our costs, including prices of raw materials, which in turn could adversely impact our business, financial condition and results of operations.
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Regulatory and statutory changes applicable to our business. The failure of Dow to perform its obligations, or the termination of these agreements,raw materials and products and our customers’ products and consumer preferences could require material expenditures, changes in our operations and could adversely affect our financial condition and results of operations.
PriorChanges in environmental, health and safety regulations in jurisdictions where we manufacture and sell our products could lead to a decrease in demand for our products. In addition to changes in regulations, health, sustainability, and safety concerns could increase the costs incurred by our customers to use our products and otherwise limit the use of these products, which could lead to decreased demand for these products. Such a decrease in demand likely would have an adverse effect on our business and results of operations. Materials such as acrylonitrile, ethylbenzene, styrene, butadiene, BPA, MMA, and halogenated flame retardant are used in the manufacturing of our products and have come under scrutiny due to potentially significant or perceived health and safety concerns. Moreover, bans on single-use plastic and similar regulatory actions to reduce plastic waste and consumer preferences for sustainable and recyclable materials may reduce the demand for some of our products over time. Legislation to place responsibility for addressing the global challenge of plastic waste may place responsibility on producers and sellers to include recycled content in their products, including the EU “plastics tax,” which legislation may impact our sales and place more importance on our initiatives to further develop technologies for recycled products.
Additionally, these regulatory regimes currently require significant compliance expenditures and future regulatory changes applicable to our inception, we were operated by Dow, which has providedraw materials and continues to provide services under certain agreements thatproducts or our customers’ products, could require significant additional expenditures or changes in our operations.
Our products are important to our business. We are a party to:
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Under the terms of the above agreements, either party is permitted to terminate the applicable agreementalso used in a variety of situations, includingend-uses that have specific regulatory requirements such as those relating to products that have contact with food or medical device end-uses. Our customers or distributors may not follow our policies and advice regarding the safe use and application of our products, which may unknowingly expose us to third-party claims. We and many of the applications for the products in the eventend markets in which we sell our products are regulated by various national and local rules, laws and regulations, such as the U.S. Toxic Substances Control Act and the EU’s Registration, Evaluation, Authorisation and Restriction of the other party’s uncured material breach, insolvency, changeChemicals regulations. An increasing number of controlcountries continue to adopt similar requirements, which could require significant compliance expenditures or cessation ofchanges to our sales and marketing strategies and operations. Should Dow failChanges to provide these servicesexisting regulations could result in additional compliance costs, seizures, confiscations, recall or raw materials, or shouldmonetary fines, any of which could prevent or inhibit the above agreements be terminated, we would be forced to obtain these servicesdevelopment, distribution and raw materials from third partiessale of our products. Changes in environmental and safety laws and regulations banning or provide them ourselves. Additionally, if Dow terminates agreements pursuant to which we are obligated to provide certain services, we may loserestricting the fees received by us under these agreements. The failure of Dow to perform its obligations under, or the termination of, anyuse of these contracts could adversely affectresidual materials in our operations and, depending on market conditions at the time of any such termination, we may not be able to enter into substitute arrangements in a timely manner, or on terms as favorable to us. For more information regarding our relationship with Dow, please see Item 1—Business — Our Relationship with Dow.
Joint ventures may not operate according to their business plans if weproducts, or our partners fail to fulfill our or their obligations, or differences in views among our joint venture partners result in delayed decisions, which may
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customers’ products, could adversely affect our results of operations and financial condition. Failure to appropriately manage safety, human health, product liability and environmental risks associated with our products, product life cycles and production processes could adversely impact employees, communities, stakeholders, our reputation and the results of our operations.
Compliance with extensive and evolving environmental, health and safety laws may force usrequire substantial expenditures.
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 dedicate additional resourcesextensive environmental, health and safety laws and regulations at both the national and local level in multiple jurisdictions. Many of these laws and regulations have become more stringent over time and the costs of compliance with these requirements may continue to these joint ventures.
For the year ended December 31, 2017, we received dividendsincrease, including costs associated with any capital investments for pollution control facilities. In addition, our production facilities and operations require operating permits, licenses or other approvals that may be subject to periodic renewal and, in circumstances of $120.0 million from our Americas Styrenics joint venture. Wenoncompliance, may enter into additional joint ventures in the future.be subject to revocation. The nature of a joint venture requires us to share control with unaffiliated third parties. If joint venture partners do not fulfill their obligations, the affected joint venturenecessary licenses, permits or other approvals may not be ableissued or continue in effect, and any issued licenses, permits or approvals may contain more stringent limitations that restrict our operations or that require further expenditures to meet the permit requirements.
This continuing focus on climate change in jurisdictions in which we operate accordinghas and will continue to itsresult in new environmental regulations that may require us to incur additional costs in complying with new regulatory and customer requirements, which may adversely impact our operations and financial condition. 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.
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Trinseo Europe GmbH, one of our subsidiaries, received a Request for Information from the European Commission Directorate General for Competition, involving commercial activity for styrene monomer. To the extent the European Commission’s inquiry would lead to a finding that the Company’s subsidiary violated the law, the results of this finding could have a material adverse effect on our business, plan. In that case, ourfinancial condition, results of operations, may be adversely affected and we may be required to increase the levelcash flows.
On June 6, 2018, Trinseo Europe GmbH, a subsidiary of our commitment to the joint venture. 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.
Our current and future level of indebtedness of our subsidiaries could adversely affect our financial condition.
As of December 31, 2017, our indebtedness totaled approximately $1.2 billion. Additionally, as of December 31, 2017, the Company, had $360.2 million (netreceived a Request for Information in the form of $14.8 million outstanding lettersa letter from the European Commission Directorate General for Competition (the “European Commission”) related to styrene monomer commercial activity in the European Economic Area. In addition, the Company commenced an internal investigation into the matter and has discovered instances of credit) of funds availableinappropriate activity. On October 28, 2019, a supplemental request for borrowings under our 2022 Revolving Facility,information was received from the European Commission. This request was limited to historical employment, entity, and organizational structures, along with certain financial, styrene purchasing, and styrene market information, as well as $122.1 millioncertain spot styrene purchase contracts. We have provided this information to the European Commission and continue to fully cooperate with the Request for Information.
The proceedings with the European Commission continue and its outcome remains open. Based on its findings, the European Commission may decide to: (i) require further information; (ii) conduct unannounced raids of funds available for borrowings under our Accounts Receivable Securitization Facility. Our levelthe Company’s premises; (iii) adopt decisions imposing fines and/or certain behavioral or structural commitments from the Company; or (iv) in view of indebtednessdefense arguments by the Company close the proceedings. If Trinseo Europe GmbH is found to have violated one or more laws, it could have important consequences, including, but not limited to:
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Although the Senior Credit Facility and the Indenture governing our 2025 Senior Notes contain restrictions on the incurrence of additional indebtedness, these restrictions arealso be subject to additional actions by local competition authorities. European Commission inquiries or investigations can continue over a numberlong period of qualifications and exceptions andtime, which can divert the indebtedness incurred in compliance with these restrictions could be substantial. Also, we are not prevented from incurring obligations that do not constitute “indebtedness” as defined in the Senior Credit Facility or the Indenture, such as operating leases and trade payables. If new debt is added to our subsidiaries’ current debt levels, the risks related to indebtedness that we now face could intensify.
In addition, a substantial portionattention of our subsidiaries’ current indebtedness is secured by substantially allmanagement from day-to-day operations and impose significant administrative burdens. Any of these consequences could damage 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. For more information regarding our indebtedness, please see Item 7—Management’s Discussionreputation 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, particularlyimpair our ability to respond to change or to take certain actions.
The Indenture and the Credit Agreement governing the Borrowers’ Senior Credit Facility containconduct business, which could have a number of covenants imposing certain restrictionsmaterial adverse effect on our subsidiaries’ businesses. These restrictions may affect our ability to operate our business, financial condition, results of operations, and may limit our ability to take advantage of business opportunities. These agreements restrict, among other things, our subsidiaries’ ability to:
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The ability of our subsidiaries to comply with the covenants and financial ratios and tests contained in the Indenture and Credit Agreement, to pay interest on indebtedness, fund working capital, and make anticipated capital expenditures depends on our future performance, which is subject to general economic conditions and other factors, some of which are beyond our control. There can be no assurance that our business will generate sufficient cash flow from operations or that future borrowings will be available under our Senior Credit Facility to fund liquidity needs in an amount sufficient to enable them to service their indebtedness. Furthermore, if we need additional capital for general corporate purposes or to execute on an expansion strategy, there can be no assurance that this capital will be available on satisfactory terms or at all.flows.
A failure to repay amounts owed under the Senior Credit Facility or 2025 Senior Notes at maturity would result in a default. In addition, a breach of any of the covenants in the Senior Credit Facility or Indenture governing our 2025 Senior Notes or our inability to comply with the required financial ratios or limits could result in a default. 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. 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.
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.
Under the Comprehensive Environmental Response, Compensation and Liability Act or CERCLA(“CERCLA”) and similar statutes outside the U.S., the current or former owner or operator of a property contaminated by hazardous substance releases is subject to strict, unlimited, joint, several and retroactive liability for the investigation and remediation of the property, and also may be liable for natural resource damages associated with the releases. WeIn addition to potential statutory liability, we also face the risk that individuals could seek damages for personal injury due to exposure to chemicals at our facilities, chemicals which have been released from our facilities, chemicals otherwise owned or controlled by us, or chemicals which allegedly migrated from products containing our materials. We may be subject to claims with respect to workplace exposure, workers’ compensation and other health and safety matters. Legal claims and regulatory actions could subject us to both civil and criminal penalties, which could affect our reputation as well as our results of operations, financial condition, and liquidity.
There are several properties which we now own on which Dow has been conducting remediation to address historical contamination. Those properties include Allyn’s Point, Connecticut;Connecticut and Dalton, Georgia; and Livorno, Italy.Georgia. There are other properties with historical contamination that are owned by Dow that we lease for our operations, including our facility in Midland, Michigan. While we did not assume the liabilities associated with these properties in the U.S., because CERCLA and similar laws can impose liability for contamination on the current owner or operator of a property, even if it did not create the contamination, there is a possibility that a governmental authority or private party could seek to include us in an action or claim for remediation or damages, even though the contamination may have occurred prior to our ownership or occupancy. While Dow has agreed to indemnify us for liability for releases of hazardous materials that occurred prior to our separation from Dow, the indemnity is subject to monetary and temporal limitations. The period for new claims at these sites has expired. Later-acquired sites are subject to a different limitations and weperiod. We cannot be certain that Dow will fully honor the indemnity or that the indemnity will be sufficient to satisfy all claims that we may incur. Any active remedial projects on our properties which were part of the Dow Separation are being performed by Dow pursuant to its indemnification obligations. In addition, we face the risk that future claims might fall partially or fully outside of the scope of the indemnity, particularly if there is a release of hazardous materials that occurs in the future or at any time after our separation from Dow or if the condition requiring remediation is attributable to a combination of events or operations occurring prior to and after our separation from Dow. Other than certain immaterial
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environmental liabilities assumed as part of the PMMA Acquisition and the Aristech Surfaces Acquisition, no environmental claims have been asserted or threatened against the Company, and the Company is not a potentially responsible party for any material amounts at any Superfund Sites.
Risks Related to Our Indebtedness
Our current and future level of indebtedness of our subsidiaries, including the incurrence of additional indebtedness to fund the PMMA Acquisition, could adversely affect our financial condition.
As of December 31, 2021, our indebtedness totaled approximately $2.3 billion. Additionally, as of December 31, 2021, we had $368.6 million (net of $6.4 million outstanding letters of credit) of funds available for borrowing under our Senior Credit Facility, as well as $150.0 million of funds available for borrowing under our accounts receivable securitization facility.
Our current level of indebtedness, as well as future borrowings or other indebtedness, could have significant consequences for our business, including but not limited to:
● | increasing our vulnerability to economic downturns and adverse industry, competitive, or market conditions; |
● | requiring a substantial portion of our cash flows from operations to be dedicated to the payment of principal and interest on our indebtedness, therefore reducing our ability to use our cash flow to fund capital expenditures and future business opportunities and returning cash to our shareholders in the form of dividends or share repurchases; |
● | limiting our ability to obtain additional financing for working capital, capital expenditures, acquisitions, and general corporate or other purposes; |
● | compromising our flexibility to capitalize on business opportunities or other strategic acquisitions, and to react to competitive pressures, as compared to our competitors, or forcing us to make nonstrategic divestitures; |
● | placing us at a disadvantage compared to other, less leveraged competitors or competitors with comparable debt at more favorable interest rates; and |
● | increasing our cost of borrowing. |
Although the terms of our senior secured credit agreement (the “Credit Agreement”) governing our Senior Credit Facility, and the indentures governing the 2029 Senior Notes and 2025 Senior Notes (the “Indentures”), contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions and the indebtedness incurred in compliance with these restrictions could be substantial. Also, we are not prevented from incurring obligations that do not constitute “indebtedness” as defined in the Senior Credit Facility or the Indentures, such as operating leases and trade payables. If new debt is added to our subsidiaries’ current debt levels, the risks related to indebtedness that we now face could intensify.
In addition, a substantial portion of our subsidiaries’ current indebtedness is secured by substantially all of our assets, which may make it more difficult to secure additional borrowings at reasonable costs. If we default or declare bankruptcy, after these obligations are met, there may not be sufficient funds or assets to satisfy our subordinate interests, including those of our shareholders.
For more information regarding our indebtedness, please see Item 7—Management’s Discussion and Analysis of Financial Conditions and Results of Operations— Capital Resources, Indebtedness and Liquidity.
The terms of our subsidiaries’ indebtedness may restrict our current and future operations, particularly our ability to respond to change or to take certain actions.
The Indentures and the Credit Agreement contain a number of covenants imposing certain restrictions on our subsidiaries’ businesses. These restrictions may affect our ability to operate our business and may limit our ability to take advantage of business opportunities. These agreements restrict, among other things, our subsidiaries’ ability to:
● | sell or assign assets; |
● | incur additional indebtedness; |
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● | pay dividends to Trinseo PLC; |
● | make investments or acquisitions; |
● | incur liens; |
● | repurchase or redeem capital shares; |
● | engage in mergers or consolidations; |
● | materially alter the business they conduct; |
● | engage in transactions with affiliates; and |
● | consolidate, merge or transfer all or substantially all of their assets. |
The ability of our subsidiaries to comply with the covenants and financial ratios and tests contained in the Indentures and the Credit Agreement, to pay interest on indebtedness, fund working capital, and make anticipated capital expenditures depends on our future performance, which is subject to general economic conditions and other factors, some of which are beyond our control. There can be no assurance that our business will generate sufficient cash flow from operations or that future borrowings will be available under our Senior Credit Facility to fund liquidity needs in an amount sufficient to enable them to service their indebtedness. Furthermore, if we need additional capital for general corporate purposes or to execute on an expansion strategy, there can be no assurance that this capital will be available on satisfactory terms or at all.
A failure to repay amounts owed under the Senior Credit Facility, our 2029 Senior Notes or 2025 Senior Notes at maturity would result in a default. In addition, a breach of any of the covenants in the Credit Agreement or Indentures or our inability to comply with the required financial ratios or limits could result in a default. 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. 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 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.
Prior to the Dow Separation, we were operated by Dow, which has provided and continues to provide services under certain agreements that are important to our business. We are a party to:
● | site service agreements, or SAR SSAs, under which Dow provides site services to the Company at Dow-owned sites, such as utilities, site administration, environmental health and safety, site maintenance and supply chain; |
● | supply and sales agreements pursuant to which Dow, among other things, provides us with raw materials, including ethylene, benzene, butadiene, and MMA; and |
● | the AR MOD5 Agreement, an outsourcing service agreement pursuant to which Dow provides worldwide process control technology and related enterprise resource planning services. |
Under the terms of the above agreements, either party is also permitted to terminate the applicable agreement in a variety of situations, including in the event of the other party’s uncured material breach, insolvency, change of control or cessation of operations. Should Dow fail to provide these services or raw materials, or should any of the above agreements be terminated, we would be forced to obtain these services and raw materials from third parties or provide them ourselves. Additionally, if Dow terminates agreements pursuant to which we are obligated to provide certain services, we may lose the fees received by us under these agreements. The failure of Dow to perform its obligations under, or our inability to renegotiate, renew or replace any of these contracts, particularly without an alternative source of raw materials, could adversely affect our operations. Depending on market conditions at the time of any such termination, we may not be able to enter into substitute arrangements in a timely manner, on terms as favorable to us or at all. For more information regarding our relationship with Dow, please see Item 1—Business — Our Relationship with Dow.
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We are party to certain license agreements with Dow relating to intellectual property that is essential to our business. Because of this relationship, we may have limited ability to expand our use of certain intellectual property beyond the field of the license or to police infringement that may be harmful to our business.
In connection with the Acquisition,Dow Separation, we acquired ownership of, or in some cases, a worldwide right and license to use, certain patents, patent applications and other intellectual property of Dow that were used by Dow to operate our
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business segments or held by Dow primarily for the benefit of our business segments, prior to the Acquisition.Dow Separation. Generally, we acquired ownership of the intellectual property that was primarily used in our business segments and acquired a license to a more limited set of intellectual property that had broader application within Dow beyond our core business segments. Our license from Dow is perpetual, irrevocable, fully paid, and royalty-free. Furthermore, our license from Dow is exclusive within our business segments for certain patents and patent applications that were used by Dow primarily in the Styron business prior to the Acquisition,our separation, subject to licenses previously granted by Dow, and to certain retained rights of Dow, including Dow’s retained right to use patents and patent applications outside of our business segments and for internal consumption by Dow. Our license from Dow relates to polymeric compositions, manufacturing processes and end applications for the polymeric compositions; and is limited to use in defined areas corresponding to our current business segments excluding certain products and end-use application technology retained by Dow. 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. We may not be able to enforce our rights, and Dow may be unwilling to enforce its rights, with respect to this intellectual property that has been licensed by Dow.
Regulatory and statutory changes applicableRisks Related to our raw materials and products and our customers’ products could require material expenditures, changes in our operations and could adversely affect our financial condition and results of operations.Our Intellectual Property
Changes in environmental, health and safety regulations, in jurisdictions where we manufacture and sell our products, could lead to a decrease in demand for our products. In addition to changes in regulations, health and safety concerns could increase the costs incurred by our customers to use our products and otherwise limit the use of these products, which could lead to decreased demand for these products. Such a decrease in demand likely would have an adverse effect on our business and results of operations. Materials such as acrylonitrile, ethylbenzene, styrene, butadiene, BPA and halogenated flame retardant are used in the manufacturing of our products and have come under scrutiny due to potentially significant or perceived health and safety concerns.
Additionally, these regulatory regimes currently require significant compliance expenditures by us, and changes applicable to our raw materials and products or our customers’ products could require significant additional expenditures by us, or changes in our operations.
Our products are also used in a variety of end-uses that have specific regulatory requirements such as those relating to products that have contact with food or medical device end-uses. Our customers or distributors may not follow our policies and advice regarding the safe use and application of our products, which may unknowingly expose us to third-party claims. We and many of the applications for the products in the end markets in which we sell our products are regulated by various national and local rules, laws and regulations, such as the TSCA. Changes in regulations could result in additional compliance costs, seizures, confiscations, recall or monetary fines, any of which could prevent or inhibit the development, distribution and sale of our products. Changes in environmental and safety laws and regulations banning or restricting the use of these residual materials in our products, or our customers’ products, could adversely affect our results of operations and financial condition. Failure to appropriately manage safety, human health, product liability and environmental risks associated with our products, product life cycles and production processes could adversely impact employees, communities, stakeholders, our reputation and the results of our operations.
Compliance with extensive and evolving environmental, health and safety laws may require substantial expenditures.
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. Many of these laws and regulations have become more stringent over time and the costs of compliance with these requirements may increase, including costs associated with any capital investments for pollution control facilities. In addition, our production facilities and operations require operating permits, licenses or other approvals that may be subject to periodic renewal and, in circumstances of noncompliance, may be subject to revocation. The necessary licenses, permits or other approvals may not be issued or continue in effect, and any issued licenses, permits or approvals may contain more stringent limitations that restrict our operations or that require further expenditures to meet the permit requirements.
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This continuing focus on climate change in jurisdictions in which we operate could result in new, potentially diverging or inconsistent, environmental regulations that may negatively affect us. This could cause us to incur additional costs in complying with any new regulations, which may adversely impact our operations and financial condition. 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.
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. The results of the operations and the financial position of these subsidiaries are reported in the relevant foreign currencies and then translated into U.S. dollars at the applicable exchange rates for inclusion in our consolidated financial statements. The main currency to which we are exposed is the euro, noting that approximately 60% of our net sales were generated in Europe for the year ended December 31, 2017. To a lesser degree, we are also exposed to other currencies, including the Chinese yuan, Swiss franc, and Indonesian rupiah. The exchange rates between these currencies and the U.S. dollar in recent years have fluctuated significantly and may continue to do so in the future. A depreciation of these currencies against the U.S. dollar, in particular the euro, will decrease the U.S. dollar equivalent of the amounts derived from these operations reported in our consolidated financial statements and an appreciation of these currencies will result in a corresponding increase in such amounts. Because some of our raw material costs are procured in U.S. dollars rather than on these currencies, depreciation of these currencies may have an adverse effect on our profit margins or our reported results of operations. Conversely, to the extent that we are required to pay for goods or services in foreign currencies, the appreciation of such currencies against the U.S. dollar will tend to negatively impact our results of operations. In addition, currency fluctuations may affect the comparability of our results of operations between financial periods.
We incur currency translation risk whenever we enter into either a purchase or sale transaction using a currency other than the local currency of the transacting entity. From time to time, we enter into foreign exchange forward contracts to hedge fluctuations associated with certain monetary assets and liabilities, primarily accounts receivable, accounts payable and certain intercompany obligations. However, attempts to hedge against foreign currency fluctuation risk may be unsuccessful and result in an adverse impact to our operating results. 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.
If we are not able to continue the technological innovation and successful commercial introduction of new products, our customers may turn to other producers to meet their requirements.
Our industry and the end markets into which we sell our products experience periodic technological changes and ongoing product improvements. Our customers may introduce new generations of their own products or require new technological and increased performance specifications that would require us to develop customized products. Innovation or other changes in our customers’ product performance requirements may also adversely affect the demand for our products. Our future growth will depend on our ability to gauge the direction of the commercial and technological progress in all key end markets, and upon our ability to successfully develop, manufacture and market products in such changing end markets. We need to continue to identify, develop and market innovative products on a timely basis to replace existing products in order to maintain our profit margins and our competitive position. We may not be successful in developing new products and technology that successfully compete with these materials, and our customers may not accept any of our new products. If we fail to keep pace with evolving technological innovations or fail to modify our products in response to our customers’ needs, then our business, financial condition and results of operations could be adversely affected as a result of reduced sales of our products.
As a global business, we are exposed to local business risks in different countries, which could have a material adverse effect on our financial condition or results of operations.
We have significant operations worldwide, including manufacturing facilities, R&D facilities, sales personnel and customer support operations. As of December 31, 2017, we operated, or others operated on our behalf, 30 manufacturing plants (which include a total of 75 production units) at 23 sites around the world, including in Colombia, Germany, The
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Netherlands, Belgium, Finland, Sweden, Italy, China, South Korea, Indonesia, Taiwan, and the United States. Our international operations are subject to risks inherent in doing business in foreign countries, including, but not necessarily limited to:
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We may not be successful in developing and implementing policies and strategies to address the foregoing factors in a timely and effective manner at each location where we do business. Consequently, the occurrence of one or more of the foregoing factors could have a material adverse effect on our international operations or upon our financial condition and results of operations.
Our operations in developing markets could expose us to political, economic and regulatory risks that are greater than those we may face in established markets. For example, we operate in some nations that have experienced significant levels of governmental corruption. Any failure by us to ensure that our employees and agents comply with applicable laws and regulations in foreign jurisdictions could result in substantial civil and criminal penalties or restrictions on our ability to conduct business in certain foreign jurisdictions or reputational damage, and our results of operations and financial condition could be materially and adversely affected.
Our business relies on intellectual property and other proprietary information and our failure to adequately protect or effectively enforce our rights could harm our competitive advantages with respect to the manufacturing of some of our products.
Our success depends to a significant degree upon our ability to protect, preserve and enforce our intellectual property rights, including patents, trademarks, licenses, trade secrets and other proprietary information of our business. However, we may be unable to prevent third parties from using our intellectual property and other proprietary information without our authorization or independently developing intellectual property and other proprietary information that is similar to or competes with ours. Any inability by us to effectively prevent the unauthorized use of our intellectual property and other proprietary information by others could reduce or eliminate any competitive advantage we have developed, cause us to lose sales or otherwise harm our business or goodwill. If it becomes necessary for us to initiate litigation to protect our proprietary rights, any proceedings could be burdensome and costly, and we may not prevail.
We may be unable to determine when third parties are using our intellectual property rights without our authorization, particularly our manufacturing processes. In addition, we cannot be certain that any intellectual property rights that we have licensed to third parties are being used only as authorized by the applicable license agreement. 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
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competitive advantage we have as a result of our intellectual property, adversely affecting our financial condition and results of operations.
If we fail to adequately protect our intellectual property and other proprietary information, including our processes, apparatuses, technology, trade secrets, trade names and proprietary manufacturing know how, methods and compounds, through obtaining patent protection, securing trademark registrations and securing our trade secrets through the use of confidentiality agreements of appropriate scope and other means, our competitive advantages over other producers could be materially adversely affected. If we determine to take legal action to protect, defend or enforce our intellectual property rights, any suits or proceedings could result in significant costs and diversion of our resources and our management’s attention. We may not prevail in any such suits or proceedings. A failure to protect, defend or enforce our intellectual property rights could have an adverse effect on our financial condition and results of operations.
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Our products may infringe the intellectual property rights of others, which may cause us to incur unexpected costs or prevent us from selling our products.
Many of our competitors have a substantial amount of intellectual property that we must continually strive to avoid infringing as we improve our own business processes and develop new products and applications. Although it is our policy and intention not to infringe valid patents of which we are aware, we cannot provide assurances that our processes and products and other activities do not and will not infringe issued patents (whether present or future) or other intellectual property rights belonging to others. There nonetheless could be third-party patents that cover our products, processes or technologies, and it is possible that we could be liable for infringement of such patents and could be required to take remedial or curative actions to continue our manufacturing and sales activities with respect to one or more products that are found to be infringing. We may also be subject to indemnity claims by our business partners arising out of claims of their alleged infringement of the patents, trademarks and other intellectual property rights of third parties in connection with their use of our products. Intellectual property litigation often is expensive and time-consuming, regardless of the merits of any claim, and our involvement in such litigation could divert our management’s attention from operating our business. 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. Moreover, if we are sued for infringement and lose, we could be required to pay substantial damages and/or be enjoined from using or selling the infringing products or technology. Any of the foregoing could cause us to incur significant costs and prevent us from selling our products and could have an adverse effect on our financial condition and results of operations.
Risks Related to Data Security
Data security breaches could compromise sensitive information related to our business or the private information of our employees, vendors, and customers, which could adversely affect our business and our reputation.
CyberattacksCyber-attacks or data security breaches could compromise confidential, private, business critical information or cause a failure in our computer or operating systems that may disrupt our operations. We have attractive information assets, including intellectual property, trade secrets and other sensitive, business critical information. We face an ever growingever-growing risk of attack from outside our organization (including attackattacks by organized crime, so-called “hacktivists,” and state-sponsored actors) using sophisticated technical and non-technical methodologies (including social engineering and “spear phishing” attacks). We also face risks from internal threats to information security, such as from negligent or dishonest employees or consultants. A successful cyberattackcyber-attack or other breach of security could result in the loss of critical business information and/or could negatively impact operations, which could have a negative impact on our financial results. Furthermore, in addition to using our own systems and infrastructure, we use information systems and infrastructure operated by third-party service providers, including Dow.providers. If our third-party service providers experience an information security breach, depending on the nature of the breach, it could compromise confidential, business critical information or cause a disruption in our operations. In addition, the loss or disclosure of sensitive or private information about our employees, vendors, or customers as a result of such a breach may result in violations of various data privacy
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regulations and expose us to litigation, fines and other penalties. Therefore, any such disruptions to our operations or violations of data privacy laws could negatively impact our reputation and results of operations.
Risks Related to our Information Systems
The implementation of a new enterprise resource planning system could cause disruption to our operations.
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 currently scheduled to be fully implemented in 2023. If the implementation of the ERP system does not proceed as expected, it could impede our ability to accurately maintain financial records and share financial data across the company. Failure to successfully implement the ERP system as planned, or if the ERP system does not operate as intended, could negatively impact the effectiveness of our internal control over financial reporting. Any of these types of disruptions could have a negative effect on our business, operating results, and financial condition. In addition, implementing a new ERP system may require significant resources and refinement to fully realize the expected benefits of the system.
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Risks Related to Our Ordinary Shares
We are a Luxembourg companyIrish law differs from the laws in effect in the U.S. and as a result, shareholders may have difficulty effecting serviceafford less protection to holders of process or litigationour securities than U.S. companies.
It may not be possible to enforce court judgments obtained in the U.S. against us or our officers and directors.
We are organized under the laws of the Grand Duchy of Luxembourg. Many of our assets are located outside the United States and some of our directors and officers reside outside the United States and most of their assets are located outside the United States. As a result, investors may find it more difficult to effect service of process within the United States upon us or these persons or to enforce outside the United States judgments obtained against us or these persons in U.S. courts, including judgments in actions predicated uponIreland based on the civil liability provisions of the U.S. federal or state securities laws. Likewise, it may also be difficult for an investorIn addition, there is some uncertainty as to whether the courts of Ireland would recognize or enforce injudgments of U.S. courts judgments obtained against us or these persons in courts located in jurisdictions outside the United States, including actions predicated uponour directors or officers based on the civil liabilityliabilities provisions of the U.S. federal securities laws. It may also be difficult for an investor to bring an original action in a Luxembourg court predicated upon the civil liability provisions of the U.S. federalor state securities laws or hear actions against us or these persons. Luxembourg law doesthose persons based on those laws. There is no treaty between Ireland and the U.S. providing for the reciprocal enforcement of foreign judgments. Therefore, a final judgment for the payment of money rendered by any U.S. federal or state court based on civil liability, whether or not recognizebased solely on U.S. federal or state securities laws, would not automatically be enforceable in Ireland.
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. Shareholders of Irish companies generally do not have a shareholder’spersonal right to bring a derivativeof action against directors or officers of the company and may exercise such rights of action on behalf of the company only in limited circumstances. Accordingly, holders of our shares may have more difficulty protecting their interests than would holders of securities of a company.corporation incorporated in a jurisdiction of the U.S.
Provisions inof our organizational documentsarticles of association and LuxembourgIrish law may detercould delay or prevent a takeover efforts or other actions that could be beneficial to shareholder value.of us by a third party.
Our articles of association could delay, defer or prevent a third-party from acquiring us, despite the possible benefit to our shareholders. For example, our articles of association impose advance notice requirements for shareholder proposals and Luxembourgnominations of directors to be considered at shareholder meetings, and our articles also require supermajority approval from shareholders to amend or repeal our articles of association.
In addition, several mandatory provisions of Irish law containcould prevent or delay an acquisition of Trinseo. For example, Irish law does not permit shareholders of an Irish public limited company to take action by written consent with less than unanimous consent. We are also subject to provisions that couldof Irish law relating to mandatory bids, voluntary bids, requirements to make it hardera cash offer and minimum price requirements, as well as rules requiring the disclosure of interests in our ordinary shares in certain circumstances.
These provisions may discourage potential takeover attempts, discourage bids for our ordinary shares at a third party to acquire us, even if doing so might be beneficial topremium over the market price, and may negatively impact the voting and other rights of our shareholders. These provisions include a classifiedcould also discourage proxy contests and make it more difficult for our shareholders to elect directors other than those nominated by our board of directors,directors.
Any attempts to take us over will be subject to Irish Takeover Rules and subject to review by the ability ofIrish Takeover Panel.
We are subject to the board of directors to approve a merger or other acquisition and to issue additional ordinary shares without shareholder approval that could be used to dilute a potential hostile acquirer. As a result, you may lose your ability to sell your ordinary shares for a price in excess of the prevailing market price due to these protective measures, and efforts by shareholders to change the direction or management of the company may be unsuccessful.
Pursuant to Luxembourg corporate law, existing shareholders are generally entitled to pre-emptive subscription rights in the event of capital increases and issues of shares against cash contributions. However,Irish Takeover Rules, under which our board of directors will not be permitted to take any action which might frustrate an offer for our ordinary shares once it has received an approach which may lead to an offer or has reason to believe an offer is imminent.
As an Irish public limited company, certain capital structure decisions regarding the Company will require the approval of shareholders, which may limit the Company’s flexibility to manage its capital structure.
Irish law provides that a board of directors may allot shares (or rights to subscribe for or convertible into shares) only with the prior authorization of shareholders, such authorization for a maximum period of five years, each as specified in the articles of association or relevant shareholder resolution. This authorization would need to be renewed by the Company’s shareholders upon its expiration (i.e., at least every five years). Initially, the Company’s articles of
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association authorized the allotment of shares for a period of five years from the date of their adoption, which authorization expires in May 2026. Any such authorization must be renewed by ordinary resolution, being a resolution passed by a simple majority of votes cast, prior to waive, limit or suppress such pre-emptive subscription rights until May 13, 2019. Furthermore, our shareholders may renew, expand or amendexpiration. Our ability to issue equity without this authorization could be limited which could adversely affect our securities holders.
Irish law also generally provides shareholders with preemptive rights when new shares are issued for cash; however, it is possible for the Company’s articles of association, or shareholders in general meeting, to exclude preemptive rights. Such an exclusion of preemptive rights may be for a maximum period of up to five years from the date of adoption of the articles of association, if the exclusion is contained in the articles of association, or from the date of the shareholder resolution, if the exclusion is by shareholder resolution; in either case, this exclusion would need to be renewed by Company’s shareholders upon its expiration (i.e., at least every five years). Initially the Company’s articles of association exclude preemptive rights for a period of five years from the date of adoption of the Company’s articles of association, which exclusion expires in May 2026. Any such exclusion must be renewed by special resolution, being a resolution passed by not less than 75% of votes cast, upon expiration. Should this exclusion not be approved, our ability to issue equity could be limited which could adversely affect our securities holders.
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. Downturns in general economic conditions can cause fluctuations in demand for our products, product prices, volumes and margins.
Turbulence in the credit markets, fluctuating commodity prices, volatile exchange rates and other challenges affecting the global economy can affect us and our customers. Instability and uncertainty in financial and commodity markets throughout the world may cause, among other things, severely diminished liquidity and credit availability, rating downgrades of certain investments and declining valuations and pricing volatility of others, volatile energy and raw material costs, geopolitical issues and failure and the potential failure of major financial institutions. Adverse events affecting the health of the economy, including sovereign debt and economic crises, refugee crises, disease pandemics, terrorism, protectionism, tariffs, and the threat of war, could have a negative impact on the health of the global economy. These developments, or the perception that any of them could occur, may have a material adverse effect on global economic conditions or on the stability of global financial markets. During any period of uncertainty or heightened market volatility, consumer confidence may decline which could lead to a decline in demand for our products or a shift to lower-margin products, which could adversely affect sales of our products and our profitability and could also result in impairments of certain of our assets.
Deterioration in the financial and credit market heightens the risk of customer bankruptcies and delay in payment. We are unable to predict the duration of the current economic conditions or their effects on financial markets, our business and results of operations. If economic conditions deteriorate, our results of operations, financial condition and cash flows could be materially adversely affected.
As a global business, we are exposed to local business risks in different countries, which could have a material adverse effect on our financial condition or results of operations.
We have significant operations worldwide, including manufacturing facilities, R&D facilities, sales personnel and customer support operations. As of December 31, 2021, we operated, or others operated on our behalf, 40 manufacturing plants (which include a total of 81 production units) at 33 sites around the world, including in Colombia, Germany, The Netherlands, Belgium, Finland, Sweden, Italy, France, Denmark, China, South Korea, Indonesia, Taiwan, Mexico, and the United States. 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; |
● | restrictive labor and employment laws; |
● | uncertainties regarding interpretation and enforcement of laws and regulations; |
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● | 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; |
● | potential staffing difficulties and labor disputes; |
● | managing and obtaining support and distribution for local operations; |
● | increased costs of transportation or shipping; |
● | credit risk and financial conditions of local customers and distributors; |
● | potential difficulties in protecting intellectual property; |
● | risk of nationalization of private enterprises by foreign governments; |
● | potential imposition of restrictions on investments; |
● | potentially adverse tax consequences, including imposition or increase of withholding and other taxes on remittances and other payments by subsidiaries; |
● | legal restrictions on doing business in or with certain nations, certain parties and/or certain products; |
● | foreign currency exchange restrictions and fluctuations; and |
● | local economic, political and social conditions, including the possibility of hyperinflationary conditions and political instability. |
We may not be successful in developing and implementing policies and strategies to address the foregoing factors in a timely and effective manner at each location where we do business. Consequently, the occurrence of one or more of the foregoing factors could have a material adverse effect on our international operations or upon our financial condition and results of operations.
Our operations in developing markets could expose us to political, economic and regulatory risks that are greater than those we may face in established markets. For example, we operate in some nations that have experienced significant levels of governmental corruption. Any failure by us to ensure that our employees and agents comply with applicable laws and regulations in foreign jurisdictions could result in substantial civil and criminal penalties or restrictions on our ability to conduct business in certain foreign jurisdictions or reputational damage, and our results of operations and financial condition could be materially and adversely affected.
Fluctuations in currency exchange rates may significantly impact our results of operations and may significantly affect the extensioncomparability of our results between financial periods.
Our operations are conducted by subsidiaries in many countries. The results of the waiver beyondoperations and the initial five year period,financial position of these subsidiaries are reported in the relevant foreign currencies and then translated into U.S. dollars at the applicable exchange rates for inclusion in our consolidated financial statements. The main currency to which we are exposed is the euro, as approximately 57% of our net sales were generated in Europe in 2021. To a lesser degree, we are also exposed to other currencies, including, among others, the Chinese yuan, Swiss franc, New Taiwan dollar, and Mexican peso. The exchange rates between these currencies and the U.S. dollar have fluctuated significantly in recent years and may continue to do so in the future. A depreciation of these currencies against the U.S. dollar, in particular the euro, will decrease the U.S. dollar equivalent of the amounts derived from these operations reported in our consolidated financial statements and an appreciation of these currencies will result in a corresponding increase in such amounts. Because some of our raw material costs are procured in U.S. dollars rather than on these currencies, depreciation of these currencies may have an adverse effect on our profit margins or our reported results of operations. Conversely, to the extent that we are required to pay for goods or services in foreign currencies, the appreciation of such currencies against the U.S. dollar will tend to negatively impact our results of operations. In addition, currency fluctuations may affect the comparability of our results of operations between financial periods.
We incur currency translation risk whenever we enter into either a purchase or sale transaction using a currency other than the local currency of the transacting entity. From time to time, we enter into foreign exchange forward contracts to hedge fluctuations associated with certain monetary assets and liabilities, primarily accounts receivable, accounts payable and certain intercompany obligations. However, attempts to hedge against foreign currency fluctuation risk may be unsuccessful, and we may not be able to effectively limit our exposure to intermediate or long-term movements in currency exchange rates, which could adversely impact 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
34
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.
The extent to which the COVID-19 pandemic will continue to impact our business, financial condition and results of operations could be material.
The COVID-19 pandemic has created significant worldwide social and economic volatility, uncertainty and disruption. The pandemic has resulted in curtailment of business activities, suspensions or delays of production and commercial activity, government-mandated travel restrictions, and weakened economic conditions in the countries in which we operate.
The extent to which the COVID-19 pandemic will continue to adversely impact our business, liquidity, financial condition and results of operations, which impact could be material, depends on numerous factors. These factors include the duration and scope of the pandemic, including an increase in infections, new variants of the virus, and renewed travel restrictions and “shelter-in-place” directives.
Other factors resulting from the pandemic which may negatively impact our business and results of operations include increased costs or disruption in the availability of raw materials and feedstocks; increased energy prices; increased freight or transportation costs; global price inflation; our relationship with, and the financial and operational capacities of, our customers and suppliers; the health and safety of our employees while maintaining continued operations; potential future general meetingrestructuring, impairment and other charges; and the impact on economic activity generally, including a global or national recession, or other sustained adverse market conditions.
The COVID-19 pandemic has also significantly disrupted supply chains, transportation and logistics networks, and may further affect the ability of shareholders.our third-party suppliers’ or logistics and transportation service providers to meet their obligations to us, which may negatively affect our operations. Ports and other channels of entry may be closed or operate at only a portion of capacity, and means of transporting products within regions or countries in which we operate may be limited. Plant closures, production delays, or logistics difficulties resulting from the COVID-19 pandemic may cause shortages or limited availability of feedstocks or raw materials that are used in our products, which may adversely impact our business, production capacity or results of operations.
Our efforts to manage and mitigate these factors and risks may not be successful and are subject to the factors described above, many of which are uncertain or outside of our control. Business disruptions relating to the pandemic, including the impact of new variants or an increased spread of infections could negatively impact our outlook, share price, or the economies in the countries in which we operate, which would adversely impact our business and results of operations.
Item 1B. Unresolved Staff Comments
None.
We own and operate 6167 production units at 1626 sites around the world. In addition, we source products from another 14 production units at 7 joint venture sites. We also own or lease other properties, including office buildings, warehouses, research and development facilities, testing facilities and sales offices.
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The following table sets forth a list of our principal offices, production sites and other facilities as of December 31, 2017:2021:
We believe that our properties and equipment are generally in good operating condition and are adequate for our present needs. Production capacity at our sites can vary depending upon product mix and operating conditions.
Our global production facilities are certified to ISO 9001 standards. Our manufacturing facilities have established reliability and maintenance programs and leverage production between sites to maximize efficiency. Our plants have similar layouts, technology and manufacturing processes, depending upon the product being manufactured. We believe this global uniformity creates a key competitive advantage for us and helps lower overall operating costs. From time to time we may be subject to various legal claims and proceedings incidental to the normal conduct of business, relating to such matters as product liability, antitrust, competition, waste disposal practices, release of chemicals into the environment, current and former employees, and other matters that may arise in the ordinary course of our business. We currently believe that there is no litigation pending that is likely to have a material adverse effect on our business. 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. Item 4. Mine Safety Disclosures Not applicable. PART II Item The principal market on which our ordinary shares is traded is the New York Stock Exchange (“NYSE”), under the ticker symbol
names.
Performance Graph The following performance graph reflects the comparative changes in the value from 38 Purchases of equity securities by the Company and affiliated purchasers
December 2, 2021, the board of directors
The following is a summary discussion of the material There are currently no governmental laws, decrees or regulations in
Dividends paid by Trinseo
Trinseo shareholders who receive their dividends subject to Irish dividend withholding tax will generally have no further liability for Irish income tax, While there are provisions in the U.S.-Ireland Double Tax
Item 6.
The following discussion summarizes the significant factors affecting the operating results, financial condition, liquidity and cash flows of our Company as of and for the periods presented below. The following discussion and analysis should be read in conjunction with 39 2021 Highlights
The
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Capital Structure and Shareholder Return: In 2021, we executed transactions and took steps to improve and streamline the
Results of Operations Results of Operations for the Years Ended December 31, The table below sets forth our historical results of operations, and these results as a percentage of net sales for the periods indicated.
Net Sales Of the
Cost of Sales The 70% increase in cost of sales was primarily attributable to a 48% increase in Gross Profit The increase in gross profit of 118% was primarily attributable to higher margins 42 Selling, General and Administrative Expenses The Equity in Earnings of Unconsolidated Affiliates
Impairment Charges During the
The increase in interest expense, net of
Acquisition purchase price hedge loss (gain) During the Other Expense, Net Other expense, net for the year ended December 31,
Other expense, net for the year ended December 31, 2020 was $7.9 million, which included $5.5 million of expense related to the non-service cost components of net periodic benefit cost and foreign exchange transaction losses of Provision for Income Taxes Provision for income taxes was $70.9 million and $42.7 million for 43 Net Income (Loss) from Net income (loss) from discontinued operations, net of income taxes during the years ended December 31, 2021 and 2020 was $160.4 million and $(54.8) million, respectively, and was related to the results of our Synthetic Rubber business, including the divestiture of the business on December 1, 2021. This sale resulted in the recognition of an after-tax gain of $117.8 million, which is reflected in the results for the year ended December 31, 2020 vs. 2019 Net Sales Of the 19% decrease in net sales, 13% was due to lower selling prices resulting mainly from the pass through of lower raw material costs. An additional 6% decrease was due to lower sales volume, primarily within the Base Plastics and Feedstocks segments, mainly due to the impacts related to the COVID-19 pandemic. Cost of Sales Of the 21% decrease in cost of sales, 16% was due to lower raw material costs, primarily from styrene and butadiene, as well as a 5% decrease due to lower sales volume primarily from the Base Plastics and Feedstocks segments. Gross Profit The decrease in gross profit of 7% was primarily to lower sales volumes related to COVID-19 as well as an unfavorable net raw material timing impact in comparison to the prior year. See the segment discussion below for further information. Selling, General and Administrative Expenses The $49.4 million, or 18%, decrease in selling, general, and administrative expenses was due to several factors. Lower advisory and professional fees, mainly related to the Company’s transition of business and technical services from Dow, which was largely completed in the first quarter of 2020, resulted in a $28.2 million decrease. Also contributing to the decrease were various management actions taken to control operating costs in response to COVID-19, including a $9.7 million decrease in travel-related expenses, as well as a decrease in restructuring costs of $12.5 million, primarily related to the Company's corporate restructuring program, which was initiated in the fourth quarter of 2019. Partially offsetting these decreases was an increase in acquisition costs of $7.5 million, which was principally attributable to the costs incurred in 2020 related to the proposed acquisition of the Arkema business. Equity in Earnings of Unconsolidated Affiliates The decrease in equity earnings of $52.0 million was due to lower equity earnings from Americas Styrenics, mainly attributable to lower styrene margins and volume-related impacts from COVID-19 in 2020. Impairment Charges During the year ended December 31, 2020, the Company recorded impairment charges of $11.0 million related to our Boehlen styrene monomer assets. There were no impairment charges recorded during the year ended December 31, 2019. Refer to Note 14 in the consolidated financial statements for further information. 44 Interest Expense, Net The $4.3 million, or 11%, increase in interest expense, net was primarily attributable to a $7.4 million reduction in interest benefit recorded as a result of the Company’s entry into a new CCS arrangement in February 2020. This was partially offset by the net decrease in interest expense of $2.6 million attributable to lower interest rates during 2020 as compared to 2019. Acquisition purchase price hedge loss (gain) During the year ended December 31, 2020, the Company recorded an acquisition purchase price hedge gain of $7.3 million due to the change in fair value of the Company’s forward currency hedge arrangement on the euro-denominated purchase price of the PMMA business. No such gains or losses were recognized in 2019. Other Expense, Net Other expense, net for the year ended December 31,
expense related to the non-service cost components of net periodic benefit cost and foreign exchange transaction gains of $1.6 million. Net foreign transaction losses included $6.4 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, which were more than offset by $8.0 million of gains from our foreign exchange forward contracts.
Provision for income taxes was $42.7 million and $12.7 million for the years ended December 31, 2020 and 2019, which resulted in an effective tax rate of 40% and 13%, respectively. The increase in the provision for income taxes was primarily driven by the one-time deferred tax benefit of $65.0 million recorded in 2019 as a result of changes in the Swiss federal and cantonal tax rules. This one-time benefit was partially offset by a $25.3 million valuation allowance for the
Net Income (Loss) from Discontinued Operations, Net of Income Taxes Net income (loss) from discontinued operations, net of income taxes during the
Selected Segment Information The Company’s reportable segments are as follows: Engineered Materials, Latex Binders, The following sections 45 continuing operations before income taxes to segment Adjusted EBITDA.
Engineered Materials Segment
Of the
The Adjusted EBITDA increased by $3.2 million, or 10%, compared to the prior year. This increase was primarily due to a $4.2 million, or 13%, increase in margins, primarily due to commercial excellence pricing actions. Also contributing to the increase was a $0.8 million, or 2%, increase due to lower fixed costs. These effects were partially offset by a decrease of $3.0 million, or 10%, from lower sales volume. Latex Binders Segment
2021 vs. 2020 The 54% increase in net sales was primarily due to a 46% increase in pricing from the pass through of raw material costs, mainly styrene and 46 period, which was driven by higher sales to CASE and paper applications, noting that sales volume to CASE applications alone increased 21% in comparison to prior year. The $29.9 million, or 39%, increase in Adjusted EBITDA was primarily due to
Of the Adjusted EBITDA remained consistent year over year, with a minor decrease of $0.1 million driven by several offsetting factors. There was a decrease of $6.4 million, or 8%, from a negative net timing variance as well as a decrease of $2.0 million, or 3%, from lower volume and Base Plastics Segment
2021 vs. 2020 Of the The $208.2 million, or 196%, increase in Adjusted EBITDA was primarily due to
2020 vs. 2019
Of the
47 half of the year. An additional $10.4 million, or 11%, increase was
The $103.7 million, or 131%, increase
Adjusted EBITDA increased by $25.0 million, or 46%, compared to the prior year. Higher margins, primarily from pricing initiatives and tighter market conditions, resulted in a $22.4 million, or 41%, increase. Also contributing to the increase was a $6.3 million, or 12%, increase in sales volume. Feedstocks Segment
2021 vs. 2020 Of the 65% increase in net sales, 74% was due to higher pricing from the pass through of higher styrene prices. This effect was partially offset by a 10% decrease due to lower styrene-related sales volume. The increase of $30.5 million in Adjusted EBITDA was primarily due to 48 partially offset by negative impacts of $7.8 million due to foreign exchange rates as well as 2020 vs. 2019 Of the 44% decrease in net sales, 25% was due to lower styrene-related sales volume and 19% was due to lower pricing from the pass through of lower styrene prices. Adjusted EBITDA decreased by $3.3 million, or 51%, compared to the prior year. Lower margins resulted in a $4.8 million, or 74%, decrease due to unfavorable net timing and portfolio mix. An additional 52% decrease was attributable to currency impacts. These decreases were partially offset by lower fixed costs driven by the Company’s overall cost reduction initiatives, which resulted in a 61% increase. Americas Styrenics Segment
*The results of this segment are comprised entirely of earnings from Americas Styrenics, our equity method investment. As such, Adjusted EBITDA related to this segment is included within “Equity in earnings of unconsolidated affiliates” in the consolidated statements of operations.
The increase in Adjusted EBITDA was mainly due to increased polystyrene sales volume and higher styrene and polystyrene margins in North America, primarily attributable to COVID-19 related impacts in the prior year as well as tight supply conditions caused by weather related and other events. 2020 vs. 2019 The 44% decrease in Adjusted EBITDA was
Outlook Based on the strong demand in many of our end markets, as well as
Non-GAAP Performance Measures We present Adjusted EBITDA as a non-GAAP financial performance measure, which we define as income from continuing operations before interest expense, net; provision for income taxes; depreciation and amortization expense; loss on extinguishment of long-term debt; asset impairment charges; gains or losses on the dispositions of businesses and assets; 49 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. 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. As a result, it may be difficult to use this 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 a reconciliation of this performance measure to our net income, which is determined in accordance with
America (“GAAP”). Adjusted EBITDA is calculated as follows for the years ended December 31,
Note that the accelerated depreciation charges incurred as part of both the Company’s corporate restructuring program and the upgrade and replacement of the Company’s compounding facility in Terneuzen, The Netherlands 50
Liquidity and Capital Resources Cash Flows The table below summarizes our primary sources and uses of cash for the years ended December 31,
Operating Activities Net cash provided by operating activities from continuing operations during the year ended December 31, 51 As a result, the release of Net cash provided by operating activities from continuing operations during the year ended December 31, Net cash provided by operating activities from continuing operations during the year ended December 31,
Investing Activities Net cash used in investing activities Capital expenditures for 2022 are expected to be approximately $180.0 million, inclusive of spending for both growth initiatives as well as compliance and maintenance costs. Net cash used in investing activities Net cash used in investing activities Financing Activities Net cash provided by financing activities during the year ended December 31, 2021 totaled $1,075.7 million. This activity was primarily due to $746.3 million in proceeds from the issuance of the 2028 Term Loan B, $450.0 million in proceeds from the issuance of the 2029 Senior Notes, and $11.0 million in proceeds from exercise of option awards. This activity was partially offset by $48.1 million of ordinary share repurchases, $35.4 million of deferred financing fees paid, $14.6 million of net repayments of
Net cash used in financing activities during the year ended December 31, 52 Net cash used in financing activities during the year ended December 31,
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. We believe that Free Cash Flow provides an indicator of the Company’s ongoing ability to generate cash through core operations, as it excludes the cash impacts of various financing transactions as well as cash flows from business combinations that are not considered organic in nature. We also believe that Free Cash Flow provides management and investors with Free Cash Flow is not intended to represent cash flows from operations as defined by GAAP, and therefore, should not be used as an alternative for that measure. Other companies in our industry may define Free Cash Flow differently than we do. As a result, it may be difficult to use this or similarly-named financial measures that other companies may use, to compare the liquidity and cash generation of those companies to our own. We compensate for these limitations by providing a reconciliation to cash provided by operating activities, which is determined in accordance with GAAP.
Refer to the discussion above for significant impacts to cash provided by operating activities for the years ended December 31, Capital Resources, Indebtedness and Liquidity We require cash principally for day-to-day operations, to finance capital investments and other initiatives, to purchase materials, to service our outstanding indebtedness, and to fund the return of capital to shareholders via dividend payments As of December 31,
53 The following table outlines our outstanding indebtedness as of December 31,
borrowings included in the table below exclude the impact of deferred financing fee amortization,
*For the year ended December 31, 2021, interest expense on “Other indebtedness” totaled less than $0.1 million. Our Senior Credit Facility includes the Also included in our Senior Credit Facility is our 2024 Term Loan B (with original principal of $700.0 million, maturing in September 2024), and our 2028 Term Loan B (with original principal of $750.0 million, maturing in May 2028), each of which requires scheduled quarterly payments in amounts equal to 0.25% of the original principal. Our 2025 Senior Notes Our 2029 Senior Notes, as issued under the indenture executed in 2021, include $450.0 million aggregate principal amount of 5.125% senior notes that mature on April 1, 2029. Interest on the 2029 Senior Notes is payable semi-annually on February 15 and August 15 of each year, which commenced on August 15, 2021. These Notes may be redeemed prior to their maturity at the option of the Company under certain circumstances at specific redemption prices. Refer to Note 12 in the consolidated financial statements for further information. We also continue to maintain our Accounts Receivable Securitization Facility, 54 Accounts Receivable Securitization Facility, which was fully repaid as of December 31,
Our ability to raise additional financing and our borrowing costs may be impacted by short- and long-term debt ratings assigned by independent rating agencies, which are based, in significant part, on our performance as measured by certain credit metrics such as interest coverage and leverage ratios. We and our subsidiaries, affiliates, or significant
Trinseo Materials Operating S.C.A. and Trinseo Materials Finance, Inc. (the The Senior Credit Facility and The Company’s cash flow generation Our ability to generate We do not have any off-balance sheet financing arrangements that we believe are reasonably likely to have a material current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources. Contractual Obligations and Commercial Commitments The Company’s primary contractual obligations and commercial commitments consist of the payments for principal and interest on our outstanding long-term debt, raw material purchases, funding requirements under our pension and other postretirement benefits, lease commitments, and obligations under our SAR SSAs. The Company has both fixed and variable-rate long-term debt arrangements, which have varying principal and interest payment requirements over their contractual terms. Refer to the table and section above as well as to Note 12 in the consolidated financial statements for more information on our debt arrangements. Additionally, refer to Item 7A— 55 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. As of December 31, 2021, the Company had $2,078.2 million of raw material purchase obligations, of which $859.1 million is due within the next twelve months. These commitments have remaining terms ranging from one to five years. Refer to Note 16 in the consolidated financial statements for more information on raw material purchase commitments. Additionally, refer to Item 1 – Business – Sources and Availability of Raw Materials for further description of the sources of our key raw materials. The Company has various pension and other postretirement plans. The Company is required to make minimum contributions to certain of our funded pension plans and is also obligated to make benefit payments to employees for the unfunded pension plans and other postretirement plans. As of December 31, 2021, the Company’s estimated future benefit payments through 2031, reflecting expected future service, as appropriate, was $137.5 million, of which $9.7 million is due within the next twelve months. Refer to the section of our Critical Accounting Policies and Estimates entitled “Pension Plans and Postretirement Benefits” for more information on the factors impacting our pension and postretirement costs. Additionally, refer to Note 17 in the consolidated financial statements for more details on these employee benefit plans and the future payments expected to be made for them through 2031. 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 fourteen years. As of December 31, 2021, the Company’s estimated minimum commitments related to our finance and operating lease obligations was $103.1 million, of which $23.1 million is due within the next twelve months. Refer to Note 24 in the consolidated financial statements for further information on our lease portfolio and future lease obligations. As described in Item 1— Business— Our Relationship with Dow, the Company is party to SAR SSAs with Dow, which are agreements under which Dow provides certain site services to the Company at Dow-owned locations. 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 $210.3 million annually for 2022 through 2026, and a total of $2,622.5 million thereafter through June 2039. 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 Foreign Exchange Forward Contracts Certain subsidiaries have assets and liabilities denominated in currencies other than their respective functional currencies, which creates foreign exchange risk. 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. In order to further reduce our exposure, the Company 56 Foreign Exchange Cash Flow Hedges The Company also enters into forward contracts with the objective of managing the currency risk associated with forecasted U.S. dollar-denominated raw materials purchases by one of our subsidiaries whose functional currency is the euro. 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 Interest Rate Swaps The Company enters into interest rate swap agreements to manage our exposure to variability in interest payments associated with the Company’s variable rate debt. Under these interest rate swap agreements, which are designated as
cash flow hedges, the Company is effectively converting a portion of our variable rate borrowings into a fixed rate obligation to mitigate the risk of variability in interest rates. Net Investment Hedge
the 2017 CCS that were included in the assessment of effectiveness (changes due to spot foreign exchange rates) were recorded as cumulative foreign currency translation within AOCI, and will remain in AOCI until either the sale or substantially complete liquidation of the subsidiary. As an additional accounting policy election applied to similar hedges under this standard, the initial value of
On February 26, 2020, the Company settled our 2017 CCS and replaced it with a new CCS arrangement (the “2020 CCS”) that carried substantially the same terms as the 2017 CCS and also is designated as a net investment hedge under the spot method. Upon settlement of the 2017 CCS, the Company realized net cash proceeds of $51.6 million. The remaining $13.8 million unamortized balance of the initial excluded component related to the 2017 CCS at the time of settlement is no longer being amortized following the settlement and will remain in AOCI until either the sale or substantially complete liquidation of the relevant subsidiaries. Critical Accounting Policies and Estimates Our discussion and analysis of results of operations and financial condition are based upon our financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the amounts reported. We base these estimates and judgments on historical experiences and assumptions believed to be reasonable under the circumstances. Actual results could vary from our estimates under different conditions. Our significant accounting policies, which may be affected by our estimates and assumptions, are more fully described in Note 2 in the consolidated financial statements. An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the financial 57 statements. The following critical accounting policies reflect our most significant estimates and assumptions used in the preparation of the consolidated financial statements.
Business Combinations and Asset Impairments Business Combinations Acquisitions that qualify as a business combination are accounted for using the purchase accounting method. Amounts paid for an acquisition are allocated to the assets acquired and liabilities assumed based on their fair value as of the date of acquisition. Goodwill is recorded as the difference Under the purchase accounting method, the Company completes valuation procedures for an acquisition, often with the assistance of third-party valuation specialists, to determine the fair value of the assets acquired and liabilities assumed. These valuation procedures require management to make assumptions and apply significant judgment to estimate the fair value of the assets acquired and liabilities assumed. If the estimates or assumptions used should significantly change, the resulting differences could materially affect the fair value of net assets. Specifically, the calculation of the fair value of tangible assets, including property, plant and equipment, During the year ended December 31, 2021, the Company completed two significant acquisitions: the PMMA Acquisition, closed on May 3, 2021, and the Aristech Surfaces Acquisition, closed on September 1, 2021. Also, the Company completed the divestiture of our Synthetic Rubber business on December 1, 2021. Refer to Notes 4 and 5 in the consolidated financial statements for further information on these transactions. Asset Impairments As of December 31, 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. An impairment loss, if any, is measured as the excess of the asset’s carrying value over its fair value, generally based on a discounted future cash flow method, independent appraisals, etc. In 58 value of the depreciable assets at each location was determined
During the year ended December 31, 2020, we also recorded impairment charges of $28.0 million on the Schkopau PBR assets which are allocated to the Synthetic Rubber business. As discussed below, during the second quarter of 2021 these assets were classified as held-for-sale and their operating results were classified as discontinued operations for all periods presented, along with the rest of the Synthetic Rubber business. Through December 31, 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. In May 2021, the Company entered into an agreement to sell our Synthetic Rubber business, as a result of which the assets and liabilities of the Synthetic Rubber business were classified as held-for-sale in the consolidated balance sheets starting in the second quarter of 2021, and have been reflected as such for all periods presented until their disposal. The sale transaction was completed in December 2021, thus as of December 31, 2021 these assets and liabilities are no longer held-for-sale. Additionally, starting in the second quarter of 2021, the operating results of the Synthetic Rubber business, net of taxes, have been classified as discontinued operations in the consolidated statements of operations for all periods presented. Refer to Note 5 for more information. As noted above, our goodwill impairment testing is performed annually as of October
Factors which could result in future impairment charges, among others, include changes in worldwide economic conditions, changes in technology, changes in competitive conditions and customer preferences, and fluctuations in foreign currency exchange rates. These factors are discussed in Item 7A—Quantitative and Qualitative Disclosures about MarketRisk and Item 1A— Risk Factors included in this Annual Income Taxes We account for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences of temporary differences between the carrying amounts and tax bases of assets and liabilities using enacted rates. 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 As of December 31,
certain preferential tax regimes and implementation of new tax rates at both the federal and cantonal levels. It also includes transitional relief measures which may provide for future tax deductions. As a result of both the federal and cantonal law changes, the Company recorded a $65.0 million one-time deferred tax benefit for the year ended December 31, 2019, of which $61.6 million was related to cantonal tax law changes. The Company believes it is more likely than not that a portion of this deferred tax benefit recorded as a result of these cantonal tax law changes will not be realized during the utilization period provided by the legislation, spanning 2025 through 2029. This is based on the Company’s estimate of future taxable income in Switzerland, which was determined using management’s judgment and assumptions about various factors, such as: historical experience and results, cyclicality of the business, implications of COVID-19, recent acquisitions and divestitures, and future industry and macroeconomic conditions and trends possible during the aforementioned utilization period. As a result, the Company recorded a $25.3 million valuation allowance as of December 31, 2019. As of December 31, As of December 31, 2021, we had deferred tax assets for tax loss carryforward of approximately We are subject to income taxes in The financial statement effect of an uncertain income tax position is recognized when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. Accruals are recorded for other tax contingencies when it is probable that a liability to a taxing authority has been incurred and the amount of the contingency can be reasonably estimated. Uncertain income tax positions have been recorded in “Other noncurrent obligations” in the consolidated balance sheets for the periods presented. Management judgment is required in determining our provision for income taxes, our deferred tax assets and liabilities, and any valuation allowance recorded against our deferred tax assets. The valuation allowance is based on our estimates of future taxable income and the period over which we expect the deferred tax assets to be recovered. Our
We 60 insurance benefits. We recognize the underfunded or overfunded status of a defined benefit pension or postretirement plan as an asset or liability in our consolidated balance sheets and recognize changes in the funded status in the year in which the changes occur through AOCI, which is a component of shareholders’ equity. A settlement is a transaction that is an irrevocable action that relieves the employer (or the plan) of primary responsibility for a pension or postretirement benefit obligation, and that eliminates significant risks related to the obligation and the assets used to effect the settlement. The Company does not 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. We determine the discount rate used to measure plan liabilities as of the December 31 measurement date for the pension and postretirement benefit plans. 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 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. Service cost related to our defined benefit pension plans and other postretirement plans is included within “Cost of sales” and “Selling, general and administrative expenses,” whereas all other components of net periodic benefit cost are included within “Other expense, net” in the consolidated statements of operations. 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. The expected return of each asset class is derived from a forecasted future return confirmed by current and historical experience. Future actual net periodic benefit cost will depend on the performance of the underlying assets and changes in future discount rates, among other factors. The weighted average assumptions used to determine pension plan obligations and net periodic benefit costs are provided below:
Holding all other factors constant, a 0.25% increase (decrease) in the discount rate used to determine net periodic benefit cost would decrease (increase) 2022 pension expense for our non-U.S. plans by approximately $1.5 million and $(1.5) 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) 2022 pension expense by approximately $0.1 million and $(0.1) million, respectively. Holding all other factors constant, a 0.25% 61 increase or decrease in the discount rate, or the long-term rate of return on assets, used to determine net periodic benefit cost for our U.S. plans would change our 2022 pension expense by less than $0.1 million. Plan assets totaled $157.1 million as of December 31, 2021 and 2020. As noted above, plan assets are invested primarily in insurance contracts that provide for guaranteed returns. Investments in the pension plan insurance contracts are valued utilizing unobservable inputs, which are contractually determined based on returns, fees, and the present value of the future cash flows, or cash surrender values, of the contracts, and are classified as Level 3 investments. 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 Item 7A. Quantitative and Qualitative Disclosures About Market Risk We are exposed to changes in interest rates and foreign currency exchange rates because we finance certain operations through fixed and variable rate debt instruments and denominate our transactions in a variety of foreign currencies. We are also exposed to changes in the prices of certain commodities that we use in production. Changes in these rates and commodity prices may have an impact on future cash flows and earnings. We manage these risks through normal operating and financing activities and, when deemed appropriate, through the use of derivative financial instruments. We do not enter into financial instruments for trading or speculative purposes. By using derivative instruments, we are subject to credit and market risk. The fair market value of the derivative instruments is determined by using valuation models whose inputs are derived using market observable inputs, including interest rate yield curves, as well as foreign exchange and commodity spot and forward rates, and reflects the asset or liability position as of the end of each reporting period. When the fair value of a derivative contract is positive, the counterparty owes us, thus creating a receivable risk for us. We are exposed to counterparty credit risk in the event of non-performance by counterparties to our derivative agreements. We minimize counterparty credit (or repayment) risk by entering into transactions with various major financial institutions of investment grade credit rating. Our exposure to market risk is not hedged in a manner that completely eliminates the effects of changing market conditions on earnings or cash flows.
Interest Rate Risk Given the Company’s debt structure, we have certain exposure to changes in interest rates. Refer to Note
Based on Loans under the 62 margin (as defined in the Credit Agreement). As of December 31, Our Accounts Receivable Securitization Facility is subject to interest charges Foreign Currency Risks The Company’s ongoing business operations expose Certain subsidiaries have monetary assets and liabilities denominated in currencies other than their respective functional currencies, which creates foreign exchange risk. 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. In order to further reduce our exposure, we The Company also enters into forward contracts with the objective of managing the currency risk associated with forecasted U.S. dollar-denominated raw materials purchases by one of our subsidiaries whose functional currency is the euro. 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
We have legal entities consolidated in our financial statements that have functional currencies other than the U.S. dollar, our reporting currency. 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, Commodity Price Risk We purchase certain raw materials such as benzene, ethylene, butadiene, BPA, styrene, MMA, and 63 material price volatility, the Company may experience material volatility in earnings and cash flows due to the lag in passing through raw material costs, primarily for benzene, ethylene, butadiene, styrene, MMA, and We mitigate the risk of volatility in commodity prices where possible We do not currently enter into derivative financial instruments Item 8. Financial Statements and Supplementary Data The financial statements and supplementary data required by Regulation S-X are included in Item 15- Exhibits, Financial Statements Schedules contained in Part IV of this Annual Report. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Our management is responsible for establishing and maintaining disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed by us in our reports that we file or submit under the Exchange Act (as defined in Rules
Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this Annual Report were effective to provide the reasonable level of assurance described above. Management’s Annual Report on Internal Control over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies and procedures may deteriorate. Management conducted an assessment of the Company’s internal control over financial reporting as of December 31, 64 In May 2021, the Company completed the PMMA Acquisition and in September 2021, the Company completed the Aristech Surfaces Acquisition. Based on the SEC staff guidance, management has excluded these acquisitions from its assessment of the effectiveness of its internal control over financial reporting as of December 31, 2021. The PMMA Acquisition constituted 10% of the Company’s total assets as of December 31, 2021 and 9% of the Company’s net sales for the year ended December 31, 2021. The Aristech Surfaces Acquisition constituted 3% of the Company’s total assets as of December 31, 2021 and 1% of the Company’s net sales for the year ended December 31, 2021. The effectiveness of the Company’s internal control over financial reporting as of December 31, Changes in Internal Control over Financial Reporting There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the quarter ended December 31, None. Part III Item 10. Directors, Executive Officers and Corporate Governance The information required by this Item 10 is incorporated herein by reference from the sections captioned “Election of Directors,” “Corporate Governance,” “Stock Ownership Information,” and Code of Ethics The Company has adopted a Code of Business Conduct applicable to all of our directors, officers and employees, and a Code of Ethics for Senior Financial Employees applicable to our principal executive, financial and accounting officers, and all persons performing similar functions. A copy of each of those Codes is available on the Company’s corporate website at www.trinseo.com under Investor Relations—Corporate Governance—Ethics and Compliance. If we
make any substantive amendments to these Codes, or grant any waivers, including any implicit waivers from the provisions of these Codes, we will make a disclosure on our website or in a report on Form 8-K. Our Code of Business of Conduct is supported by a number of Item 11. Executive Compensation The information required by this Item 11 will be contained in our Item 12. Security Ownership of Certain Beneficial Owners and Management and Related The information required by this Item 12 will be contained in our Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this Item 13 will be contained in our Item 14. Principal Accounting Fees and Services The information required by this Item 14 will be contained in our
Part IV Item 15. Exhibits, Financial Statement Schedules (a) The following documents are filed as part of this report: 1. Financial statements:
2. Exhibits: The exhibits to this report are listed in the exhibit index below. EXHIBIT INDEX
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