UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended September 30, ~~2017~~2018

◻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.

(Exact name of registrant as specified in its charter)

Luxembourg

N/A

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

1000 Chesterbrook Boulevard

Suite 300

Berwyn, PA 19312

(Address of Principal Executive Offices)

(610) 240-3200

(Registrant’s telephone number)

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 Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) 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 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.



Large accelerated filer	☒	Accelerated filer	◻	

Non-accelerated filer	◻ ~~(Do not check if a smaller reporting company)~~	Smaller reporting company	◻	Emerging growth company	◻

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 a check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ◻ No ☒

As of November ~~1, 2017,~~7, 2018, there were ~~43,704,689~~42,320,717 of the registrant’s ordinary shares outstanding.

Table of Contents

TABLE OF CONTENTS


		Page

Part I	Financial Information

Item 1.	Financial Statements	4

	Condensed Consolidated Balance Sheets as of September 30, ~~2017~~2018 and December 31, ~~2016~~2017 (Unaudited)	4

	Condensed Consolidated Statements of Operations for the three and nine months ended September 30, ~~2017~~2018 and ~~2016~~2017 (Unaudited)	5

	Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, ~~2017~~2018 and ~~2016~~2017 (Unaudited)	6

	Condensed Consolidated Statements of Shareholders’ Equity for the nine months ended September 30, ~~2017~~2018 and ~~2016~~2017 (Unaudited)	7

	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, ~~2017~~2018 and ~~2016~~2017 (Unaudited)	8

	Notes to Condensed Consolidated Financial Statements (Unaudited)	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3231

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	4945

Item 4.	Controls and Procedures	4945

Part II	Other Information

Item 1.	Legal Proceedings	4946

Item 1A.	Risk Factors	5046

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5046

Item 3.	Defaults Upon Senior Securities	5047

Item 4.	Mine Safety Disclosures	5047

Item 5.	Other Information	5047

Item 6.	Exhibits	5047

Exhibit Index

Signatures

Table of Contents

Trinseo S.A.

Quarterly Report on Form 10-Q

For the quarterly period ended September 30, ~~2017~~2018

Unless otherwise indicated or required by context, as used in this Quarterly Report on Form 10-Q (“Quarterly Report”), the term “Trinseo” refers to Trinseo S.A. (NYSE: TSE), a public limited liability company (société anonyme) existing under the laws of Luxembourg, and not its subsidiaries. The terms “Company,” “we,” “us” and “our” refer to Trinseo and its consolidated subsidiaries, taken as a consolidated entity. All financial data provided in this Quarterly Report is the financial data of the Company, unless otherwise indicated.

Prior to the formation of the Company, our business was wholly owned by The Dow Chemical Company (together with other affiliates, “Dow”). In June 2010, investment funds advised or managed by affiliates of Bain Capital Partners, ~~LLC~~LP (“Bain Capital”) acquired an ownership interest in our business through an indirect ownership interest in us. During 2016, Bain Capital Everest Manager Holding SCA (“the former Parent”), an affiliate of Bain Capital, ~~sold~~divested its entire ownership interest in the Company ~~pursuant~~in a series of secondary offerings to the ~~Company’s shelf registration statement filed with the Securities and Exchange Commission (“SEC”).~~market.

Definitions of capitalized terms not defined herein appear inwithin our Annual Report on Form 10-K for the ~~notes to our condensed consolidated financial statements.~~year ended December 31, 2017 (“Annual Report”) filed with the Securities and Exchange Commission (“SEC”) on March 1, 2018. The Company may distribute cash to shareholders under Luxembourg law via repayments of equity or an allocation of statutory profits. Since the Company began paying dividends, all distributions have been considered repayments of equity under Luxembourg law.

Cautionary Note on Forward-Looking Statements

This Quarterly Report contains forward-looking statements including, without limitation, statements concerning plans, objectives, goals, projections, strategies, future events or performance, and underlying assumptions and other statements, which are not statements of historical facts. Forward-looking statements may be identified by the use of words like “expect,” “anticipate,” “intend,” “forecast,” “see,” “outlook,” “will,” “may,” “might,” “potential,” “likely,” “target,” “plan,” “contemplate,” “seek,” “attempt,” “should,” “could,” “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. Factors that might cause such a difference include, but are not limited to, those discussed in this Quarterly Report under Part II, Item 1A— “Risk Factors”, our Annual Report ~~on Form 10-K for the year ended December 31, 2016 (“Annual Report”)~~ filed with the SEC on March 1, ~~2017~~2018 under Part I, Item IA— “Risk Factors”, and ~~elsewhere within this~~our Quarterly ~~Report.~~Report filed with the SEC on August 3, 2018 under Part II, Item 1A – “Risk Factors”.

As a result of these or other factors, 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. Therefore, we caution you against relying on these forward-looking statements. The forward-looking statements included in this Quarterly 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.

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.~~SEC. We provide this website and information contained in or connected to it for informational purposes only. That information is not a part of this Quarterly Report.

Table of Contents

PART I —FINANCIAL INFORMATION

Item 1. Financial Statements

TRINSEO S.A.

Condensed Consolidated Balance Sheets

(In ~~thousands,~~millions, except per share data)

(Unaudited)


		September 30,	December 31,		September 30,		December 31,
		2017	2016		2018		2017
Assets
Current assets
Cash and cash equivalents	$	318,703	$	465,114	$	421.4	$	432.8
Accounts receivable, net of allowance for doubtful accounts (September 30, 2017: $6,045; December 31, 2016: $3,138)		719,094		564,428
Accounts receivable, net of allowance for doubtful accounts (September 30, 2018: $5.0; December 31, 2017: $5.6)						753.1		685.5
Inventories		483,158		385,345		585.6		510.4
Other current assets		24,591		17,999		39.0		17.5
Total current assets		1,545,546		1,432,886		1,799.1		1,646.2
Investments in unconsolidated affiliates		161,883		191,418		180.8		152.5
Property, plant and equipment, net of accumulated depreciation (September 30, 2017: $505,100; December 31, 2016: $420,343)		600,067		513,757
Property, plant and equipment, net of accumulated depreciation (September 30, 2018: $579.3; December 31, 2017: $523.7)						594.3		627.0
Other assets
Goodwill		62,774		29,485		69.9		72.5
Other intangible assets, net		207,819		177,345		195.7		207.5
Deferred income tax assets—noncurrent		46,942		40,187
Deferred income tax assets						32.5		35.5
Deferred charges and other assets		31,521		24,412		37.7		30.8
Total other assets		349,056		271,429		335.8		346.3
Total assets	$	2,656,552	$	2,409,490	$	2,910.0	$	2,772.0
Liabilities and shareholders’ equity
Current liabilities
Short-term borrowings and current portion of long-term debt	$	7,000	$	5,000	$	7.0	$	7.0
Accounts payable		415,709		378,029		459.9		436.8
Income taxes payable		32,006		23,784		19.6		35.9
Accrued expenses and other current liabilities		140,988		135,357		141.7		146.9
Total current liabilities		595,703		542,170		628.2		626.6
Noncurrent liabilities
Long-term debt, net of unamortized deferred financing fees		1,165,924		1,160,369		1,161.7		1,165.0
Deferred income tax liabilities—noncurrent		40,332		24,844
Deferred income tax liabilities						46.4		49.2
Other noncurrent obligations		284,551		237,054		247.5		256.4
Total noncurrent liabilities		1,490,807		1,422,267		1,455.6		1,470.6
Commitments and contingencies (Note 10)
Commitments and contingencies (Note 11)
Shareholders’ equity
Ordinary shares, $0.01 nominal value, 50,000,000 shares authorized (September 30, 2017: 48,778 shares issued and 43,703 shares outstanding; December 31, 2016: 48,778 shares issued and 44,301 shares outstanding)		488		488
Ordinary shares, $0.01 nominal value, 50,000.0 shares authorized (September 30, 2018: 48.8 shares issued and 42.5 shares outstanding; December 31, 2017: 48.8 shares issued and 43.4 shares outstanding)						0.5		0.5
Additional paid-in-capital		576,790		573,662		572.2		578.8
Treasury shares, at cost (September 30, 2017: 5,075 shares; December 31, 2016: 4,477 shares)		(263,673)		(217,483)
Treasury shares, at cost (September 30, 2018: 6.3 shares; December 31, 2017: 5.4 shares)						(367.6)		(286.8)
Retained earnings		423,456		258,540		770.9		527.9
Accumulated other comprehensive loss		(167,019)		(170,154)		(149.8)		(145.6)
Total shareholders’ equity		570,042		445,053		826.2		674.8
Total liabilities and shareholders’ equity	$	2,656,552	$	2,409,490	$	2,910.0	$	2,772.0

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

TRINSEO S.A.

Condensed Consolidated Statements of Operations

(In ~~thousands,~~millions, except per share data)

(Unaudited)


	Three Months Ended				Nine Months Ended				Three Months Ended				Nine Months Ended
	September 30,				September 30,				September 30,				September 30,
	2017		2016		2017		2016		2018		2017		2018		2017
Net sales	$	1,096,582	$	935,410	$	3,346,271	$	2,799,188	$	1,199.7	$	1,096.6	$	3,557.8	$	3,346.3
Cost of sales		949,457		795,026		2,876,137		2,349,392		1,068.1		948.1		3,088.3		2,872.3
Gross profit		147,125		140,384		470,134		449,796		131.6		148.5		469.5		474.0
Selling, general and administrative expenses		65,732		73,900		181,552		180,635		60.0		65.0		186.1		179.3
Equity in earnings of unconsolidated affiliates		43,807		36,686		93,029		110,314		34.5		43.8		113.3		93.0
Operating income		125,200		103,170		381,611		379,475		106.1		127.3		396.7		387.7
Interest expense, net		18,436		18,832		55,355		56,542		10.1		18.4		35.8		55.4
Loss on extinguishment of long-term debt		65,260		—		65,260		—		—		65.3		0.2		65.3
Other expense (income), net		(11)		1,084		(6,072)		16,628		2.1		2.1		2.9		(0.1)
Income before income taxes		41,515		83,254		267,068		306,305		93.9		41.5		357.8		267.1
Provision for income taxes		8,300		16,000		56,400		66,500		19.2		8.3		64.5		56.4
Net income	$	33,215	$	67,254	$	210,668	$	239,805	$	74.7	$	33.2	$	293.3	$	210.7
Weighted average shares- basic		43,745		45,865		43,900		47,152		42.6		43.7		43.0		43.9
Net income per share- basic	$	0.76	$	1.47	$	4.80	$	5.09	$	1.75	$	0.76	$	6.82	$	4.80
Weighted average shares- diluted		44,782		46,961		45,046		48,041		43.3		44.8		43.9		45.0
Net income per share- diluted	$	0.74	$	1.43	$	4.68	$	4.99	$	1.72	$	0.74	$	6.68	$	4.68

Dividends per share	$	0.36	$	0.30	$	1.02	$	0.60	$	0.40	$	0.36	$	1.16	$	1.02

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

TRINSEO S.A.

Condensed Consolidated Statements of Comprehensive Income (Loss)

(In ~~thousands, unless otherwise stated)~~millions)

(Unaudited)


	Three Months Ended				Nine Months Ended				Three Months Ended				Nine Months Ended
	September 30,				September 30,				September 30,				September 30,
	2017		2016		2017		2016		2018		2017		2018		2017
Net income	$	33,215	$	67,254	$	210,668	$	239,805	$	74.7	$	33.2	$	293.3	$	210.7
Other comprehensive income (loss), net of tax (tax amounts shown in millions below for the three and nine months ended September 30, 2017 and 2016, respectively):
Other comprehensive income (loss), net of tax:
Cumulative translation adjustments		(1,561)		1,488		21,614		3,906		(4.6)		(1.6)		(22.8)		21.6
Net loss on cash flow hedges		(3,715)		(2,280)		(21,491)		(3,676)
Net gain (loss) on cash flow hedges										2.1		(3.7)		16.8		(21.5)
Pension and other postretirement benefit plans:
Net loss arising during period (net of tax of: 2017—$0 and $0; 2016—$0 and ($0.5))		—		—		—		(800)
Amounts reclassified from accumulated other comprehensive income (loss)		840		533		3,012		1,612		0.6		0.8		1.8		3.0
Total other comprehensive income (loss), net of tax		(4,436)		(259)		3,135		1,042		(1.9)		(4.5)		(4.2)		3.1
Comprehensive income	$	28,779	$	66,995	$	213,803	$	240,847	$	72.8	$	28.7	$	289.1	$	213.8

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

TRINSEO S.A.

Condensed Consolidated Statements of Shareholders’ Equity

(In ~~thousands,~~millions, except per share data)

(Unaudited)


	Shares		Shareholders' Equity												Shares		Shareholders' Equity
	Ordinary Shares Outstanding	Treasury Shares	Ordinary Shares		Additional Paid-In Capital		Treasury Shares		Accumulated Other Comprehensive Income (Loss)		Retained Earnings (Accumulated Deficit)		Total		Ordinary Shares Outstanding	Treasury Shares	Ordinary Shares		Additional Paid-In Capital		Treasury Shares		Accumulated Other Comprehensive Income (Loss)		Retained Earnings		Total
Balance at December 31, 2017															43.4	5.4	$	0.5	$	578.8	$	(286.8)	$	(145.6)	$	527.9	$	674.8
Net income															—	—		—		—		—		—		293.3		293.3
Other comprehensive loss															—	—		—		—		—		(4.2)		—		(4.2)
Stock-based compensation activity															0.4	(0.4)		—		(6.6)		13.4		—		—		6.8
Purchase of treasury shares															(1.3)	1.3		—		—		(94.2)		—		—		(94.2)
Dividends on ordinary shares ($1.16 per share)															—	—		—		—		—		—		(50.3)		(50.3)
Balance at September 30, 2018															42.5	6.3	$	0.5	$	572.2	$	(367.6)	$	(149.8)	$	770.9	$	826.2
Balance at December 31, 2016	44,301	4,477	$	488	$	573,662	$	(217,483)	$	(170,154)	$	258,540	$	445,053	44.3	4.5	$	0.5	$	573.7	$	(217.5)	$	(170.2)	$	261.2	$	447.7
Net income	—	—		—		—		—		—		210,668		210,668	—	—		—		—		—		—		210.7		210.7
Other comprehensive income	—	—		—		—		—		3,135		—		3,135	—	—		—		—		—		3.1		—		3.1
Stock-based compensation activity	440	(440)		—		3,128		15,674		—		—		18,802	0.4	(0.4)		—		3.1		15.7		—		—		18.8
Purchase of treasury shares	(1,038)	1,038		—		—		(61,864)		—		—		(61,864)	(1.0)	1.0		—		—		(61.9)		—		—		(61.9)
Dividends on ordinary shares ($1.02 per share)	—	—		—		—		—		—		(45,752)		(45,752)	—	—		—		—		—		—		(45.8)		(45.8)
Balance at September 30, 2017	43,703	5,075	$	488	$	576,790	$	(263,673)	$	(167,019)	$	423,456	$	570,042	43.7	5.1	$	0.5	$	576.8	$	(263.7)	$	(167.1)	$	426.1	$	572.6
Balance at December 31, 2015	48,778	—	$	488	$	556,532	$	—	$	(149,717)	$	(18,289)	$	389,014
Adoption of new accounting standard	—	—		—		915		—		—		(915)		—
Net income	—	—		—		—		—		—		239,805		239,805
Other comprehensive income	—	—		—		—		—		1,042		—		1,042
Stock-based compensation activity	25	(25)		—		14,057		914		—		—		14,971
Purchase of treasury shares	(4,150)	4,150		—		—		(194,079)		—		—		(194,079)
Dividends on ordinary shares ($0.60 per share)	—	—		—		—		—		—		(27,316)		(27,316)
Balance at September 30, 2016	44,653	4,125	$	488	$	571,504	$	(193,165)	$	(148,675)	$	193,285	$	423,437

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

TRINSEO S.A.

Condensed Consolidated Statements of Cash Flows

(In ~~thousands)~~millions)

(Unaudited)


	Nine Months Ended				Nine Months Ended
	September 30,				September 30,
	2017		2016		2018		2017
Cash flows from operating activities
Net income	$	210,668	$	239,805	$	293.3	$	210.7
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization		80,220		71,744		96.0		80.1
Amortization of deferred financing fees and issuance discount		3,968		4,469
Amortization of deferred financing fees, issuance discount, and excluded component of hedging instruments						0.8		4.0
Deferred income tax		(2,636)		9,895		2.1		(2.6)
Stock-based compensation expense		10,752		14,842		12.3		10.8
Earnings of unconsolidated affiliates, net of dividends		(4,097)		(8,972)		(28.3)		(4.1)
Unrealized net losses (gains) on foreign exchange forward contracts		(2,804)		3,533
Unrealized net gains on foreign exchange forward contracts						(5.4)		(2.8)
Loss on extinguishment of long-term debt		65,260		—		0.2		65.3
Loss (gain) on sale of businesses and other assets		(10,473)		13,091
Gain on sale of businesses and other assets						(0.5)		(10.5)
Impairment charges		4,293		14,310		0.4		4.3
Changes in assets and liabilities
Accounts receivable		(92,776)		(30,229)		(77.8)		(92.8)
Inventories		(57,315)		(27,605)		(86.1)		(57.3)
Accounts payable and other current liabilities		(989)		23,138		46.4		(1.0)
Income taxes payable		6,297		3,973		(16.3)		6.3
Other assets, net		(14,407)		(18,426)		(17.2)		(14.4)
Other liabilities, net		(1,116)		11,130		18.6		(1.2)
Cash provided by operating activities		194,845		324,698		238.5		194.8
Cash flows from investing activities
Capital expenditures		(108,875)		(82,678)		(90.9)		(108.9)
Cash paid to acquire a business, net of cash acquired		(79,650)		—		—		(79.7)
Proceeds from capital expenditures subsidy						1.0		—
Proceeds from the sale of businesses and other assets		46,166		174		1.8		46.2
Distributions from unconsolidated affiliates		857		4,809		—		0.9
Cash used in investing activities		(141,502)		(77,695)		(88.1)		(141.5)
Cash flows from financing activities
Deferred financing fees		(19,175)		—		(0.6)		(19.2)
Short-term borrowings, net		(191)		(126)		(0.2)		(0.2)
Purchase of treasury shares		(65,225)		(194,079)		(95.5)		(65.2)
Dividends paid		(42,231)		(13,920)		(49.0)		(42.2)
Proceeds from exercise of option awards		8,349		203		2.6		8.3
Withholding taxes paid on restricted share units		(302)		(74)		(8.1)		(0.2)
Net proceeds from issuance of 2024 Term Loan B		700,000		—		696.5		700.0
Repayments of 2024 Term Loan B						(701.8)		—
Repayments of 2021 Term Loan B		(492,500)		(3,750)		—		(492.5)
Net proceeds from issuance of 2025 Senior Notes		500,000		—		—		500.0
Repayments of 2022 Senior Notes		(745,950)		—		—		(746.0)
Prepayment penalty on long-term debt		(52,978)		—		—		(53.0)
Cash used in financing activities		(210,203)		(211,746)		(156.1)		(210.2)
Effect of exchange rates on cash		10,449		(231)		(5.7)		10.5
Net change in cash and cash equivalents		(146,411)		35,026		(11.4)		(146.4)
Cash and cash equivalents—beginning of period		465,114		431,261		432.8		465.1
Cash and cash equivalents—end of period	$	318,703	$	466,287	$	421.4	$	318.7

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

TRINSEO S.A.

Notes to Condensed Consolidated Financial Statements

(Dollars in ~~thousands,~~millions, unless otherwise stated)

(Unaudited)

NOTE 1—BASIS OF PRESENTATION

The unaudited interim condensed consolidated financial statements of Trinseo S.A. and its subsidiaries (the “Company”) as of and for the periods ended September 30, ~~2017~~2018 and ~~2016~~2017 were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and reflect all adjustments, consisting only of normal recurring adjustments, which, in the opinion of management, are considered necessary for the fair statement of the results for the periods presented. Because they cover interim periods, the statements and related notes to the financial statements do not include all disclosures normally provided in annual financial statements, and therefore, these statements should be read in conjunction with the ~~2016~~2017 audited consolidated financial statements included within the Company’s Annual Report on Form 10-K (“Annual Report”) filed with the Securities and Exchange Commission (“SEC”) on March 1, ~~2017.~~2018.

The December 31, ~~2016~~2017 condensed consolidated balance sheet data presented herein was derived from the Company’s December 31, ~~2016~~2017 audited consolidated financial statements, but does not include all disclosures required by GAAP for annual periods.

Certain prior year amounts have been reclassified to conform to the current period presentation. These reclassifications did not have a material impact on the Company’s financial position or results. Refer to ~~Note 14~~Notes 2, 7, and 15 for further information.

NOTE 2—RECENT ACCOUNTING GUIDANCE

In May 2014, the Financial Accounting Standards Board (“FASB”) and the International Accounting Standards Board (“IASB”) jointly issued guidance (“Topic 606”) which clarifies the principles for recognizing revenue and develops a common revenue standard for GAAP and International Financial Reporting Standards (“IFRS”). The core principle of the guidance, which the FASB issued certain clarifying updates for, is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ~~Additionally,~~The Company adopted Topic 606 effective January 1, 2018, electing to apply the ~~FASB has issued certain clarifying updates~~modified retrospective approach only to ~~this guidance, which the Company will consider as part of our adoption, which will be effective~~contracts that were not completed as of the date of initial application at the individual contract level, rather than applying the portfolio approach. Results for reporting periods beginning after January 1, ~~2018. The Company has completed its scoping assessment for the adoption of this guidance by conducting surveys~~2018 are presented under Topic 606, while prior period amounts have not been adjusted and continue to be reported in accordance with relevant stakeholders in the business, including commercial and finance leadership, reviewing a representative sample of revenue arrangements across all businesses, and identifying a set of applicable qualitative revenue recognition changes related to the new standard update. In completing this phase, the Company has identified its major revenue streams, which are concentrated within individual product sales within each of our reportable segments.historical accounting standards (“Topic 605”). As a result of ~~this work,~~the Company’s implementation procedures, the Company has ~~concluded~~determined that ~~it will adopt this new guidance~~the cumulative effect to retained earnings from initially applying Topic 606 was immaterial and therefore, no adjustment was recorded. Furthermore, based on current contracts with customers, the ~~modified retrospective approach. The~~ Company remains in the process of establishing and documenting key accounting policies, assessing new disclosure requirements, and evaluating impacts on business processes, information technology, and controls resulting fromdoes not expect the adoption of ~~this~~the new ~~standard. Additionally, while our final assessment has not been completed, we continue~~revenue standard to progress in the quantification of the impacts that this standard will have on our consolidated financial statements and are refining certain estimates that will be used in order to calculate such impacts.

In July 2015, the FASB issued guidance which simplifies the subsequent measurement of inventory by replacing the lower of cost or market test with a lower of cost or net realizable value (“NRV”) test. NRV is calculated as the estimated selling price less reasonably predictable costs of completion, disposal and transportation. The Company adopted this guidance effective January 1, 2017, and the adoption did not have a material impact to ~~the Company’s~~its financial ~~position or results~~statements on an ongoing basis. Refer to Note 3 for new disclosure requirements in effect as a result of ~~operations.~~this adoption.

In February 2016, the FASB issued guidance related to leases that outlines a comprehensive lease accounting model and supersedes the current lease guidance. The new guidance requires lessees to recognize on the consolidated balance sheets lease liabilities and corresponding right-of-use assets for all leases with terms of greater than 12 months. It also changes the definition of a lease and expands the disclosure requirements of lease arrangements. ~~This~~Although early adoption is permitted, the Company will adopt this new guidance ison the effective date for public companies ~~for annual and interim periods beginning after December 15, 2018, with early adoption permitted.~~of January 1, 2019. The new guidance must be adopted using a modified retrospective transition, applying the new standard to all leases existing at the date of initial application, which will be the effective date of January 1, 2019. Consequently, financial information will not be updated and ~~provides~~the disclosures required under the new standard will not be provided for ~~certain practical expedients.~~dates and periods before January 1, 2019. The Company ishas completed its risk assessment and scoping procedures for the adoption of this guidance through a number of procedures, including conducting surveys with relevant stakeholders in the business, evaluating its known lease population and data constraints, and selecting the leasing software tool that will be utilized in the adoption. The Company remains in the process of implementing this tool, evaluating available practical expedients and accounting policy elections, assessing new disclosure requirements, designing and implementing key controls, and quantifying the expected impact of the adoption on its consolidated financial statements.

Table of Contents

~~statements from the adoption of the new guidance.~~ However, as ~~we are~~the Company is the lessee under various real estate, railcar, and other equipment leases, which weit currently ~~account~~accounts for as operating leases, ~~we anticipate an increase in~~the Company currently anticipates the most significant impact of this adoption will be the recognition of right-of-use assets and lease liabilities ~~as a result of this adoption~~.

In August 2016, the FASB issued guidance that aims to eliminate diversity in practice for how certain cash receipts and payments are presented and classified in the consolidated statements of cash flows. Additionally, the FASB has issued further guidance related to the presentation of restricted cash on the consolidated statements of cash flows. The Company adopted this guidance effective September 30, 2017. The most significant impact of this adoption to the Company was the requirement to classify debt prepayment or extinguishment costs, which the Company had historically classified within cash flows from operating activities, as financing cash outflows. This change is reflected in the Company’s condensed consolidated statement of cash flows for the nine months ended September 30, 2017, including the impacts of the Company’s debt refinancing during the third quarter of 2017 (refer to Note 5 for further information)balance sheet. While this adoption was applied using the retrospective approach, there were no transactions during the nine months ended September 30, 2016 that required the condensed consolidated statement of cash flows for that period to be recast.

In January 2017, the FASB issued guidance that revises the definition of a business in order to assist in determining whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. Under the new guidance, fewer transactions are expected to be accounted for as business combinations. The Company adopted this guidance effective January 1, 2017. We expect this adoption could affect conclusions reached for future transactions in several areas, including acquisitions and disposals.

In January 2017, the FASB issued guidance to simplify the accounting for goodwill impairment by removing Step 2 of the test, which requires a hypothetical purchase price allocation. As a result, a goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The Company adopted this guidance effective January 1, 2017, which did not have a material impact to the Company’s financial position or results of operations.

In March 2017, the FASB issued guidance that requires employers to present the service cost component of net periodic benefit cost in the same ~~statement~~line item within the statements of operations ~~line item~~ as other employee compensation costs arising from services rendered during the period. The other components of net periodic benefit cost are to be presented outside of any subtotal of operating income. This ~~presentation amendment is relevant~~guidance also requires employers to prospectively only consider the service cost component of net periodic benefit cost for potential capitalization into assets, with all other components of net periodic benefit cost being ineligible for capitalization. The Company ~~and will be applied~~adopted this guidance effective January 1, 2018 on a retrospective basis. ~~This~~As a result of this adoption, for the three and nine months ended September 30, 2017, the Company reclassified net periodic benefit cost of $1.4 million and $3.8 million, respectively, from “Cost of sales” and $0.7 million and $2.2 million, respectively, from “Selling, general and administrative expenses” to “Other expense (income), net” within the condensed consolidated statements of operations. The change related to capitalization guidance is ~~effective for fiscal years and interim periods beginning after December 15, 2017, and early adoption is permitted. The Company is currently assessing~~not expected to have a material impact on the ~~impact of adopting this guidance on its results of operations.~~Company’s consolidated financial statements.

In August 2017, the FASB issued significant amendments to its existing hedge accounting guidance. Among other things, this guidance ~~will~~intends to make more financial and nonfinancial hedging strategies eligible for hedge accounting, amend presentation and disclosure requirements, and ~~change~~changes how companies assess effectiveness. ~~This~~Specifically, the guidance eliminates the requirement to separately measure and record ineffectiveness for cash flow and net investment hedges. The Company adopted this guidance effective April 1, 2018. Based upon the Company’s hedging portfolio, this adoption did not result in any cumulative-effect adjustments to retained earnings. The amended presentation and disclosure guidance will be applied prospectively. Refer to Note 8 for further information regarding the impacts of this adoption as well as additional disclosures required by this standard.

In February 2018, the FASB issued guidance to address certain stranded income tax effects in accumulated other comprehensive income/loss (“AOCI”) resulting from the enactment of the U.S. “Tax Cuts and Jobs Act” signed into law on December 22, 2017. The amendment provides financial statement preparers with an option to reclassify stranded tax effects within AOCI, resulting from the reduction of the U.S. federal corporate income tax rate, to retained earnings. The amendment also includes disclosure requirements regarding the Company’s accounting policy for releasing income tax effects from AOCI. The amendment is ~~required for public companies~~effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2018. Early adoption is permitted, and the provisions of the amendment should be applied either in the period of adoption or retrospectively to each period in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act is recognized. While the Company is still evaluating the provisions of this amendment, should the Company choose to adopt this guidance, it is not expected to have a material impact on the Company’s consolidated financial statements.

In August 2018, ~~with early~~the FASB issued guidance which modifies the disclosure requirements for employers that sponsor defined benefit pension plans or other postretirement plans. This amendment is effective for public companies for fiscal years ending after December 15, 2020. Early adoption ~~permitted.~~is permitted, and the provisions of the amendment should be applied on a retrospective basis to all periods presented. The Company is currently assessing the ~~timing and related~~ impact of adopting this guidance on its consolidated financial ~~position~~statements.

In August 2018, the FASB issued guidance which aligns the requirements for capitalizing implementation costs incurred in a cloud computing hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. This standard update is effective for public companies for interim and ~~results~~annual periods beginning after December 15, 2019, with early adoption permitted. Entities may choose to adopt the new guidance either retrospectively or prospectively to eligible costs incurred on or after the date first applied. The Company is currently assessing the impact of adopting this guidance on its consolidated financial statements.

NOTE 3 — NET SALES

As discussed in Note 2, effective January 1, 2018, the Company adopted accounting guidance, Topic 606, issued by the FASB related to the recognition of revenue from contracts with customers. The Company’s accounting policy and practical expedient elections related to revenue recognition, including those elected as a result of the adoption of Topic 606, are summarized as follows.

Sales are recognized at a point when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services, and

Table of Contents

when the Company’s related performance obligation is satisfied under the terms of the contract. Standard terms of delivery are included in contracts of sale, order confirmation documents, and invoices. Sales and other taxes that the Company collects concurrent with sales-producing activities are excluded from “Net sales” and included as a component of “Cost of sales” in the condensed consolidated statements of operations. Additionally, freight and any directly related costs of transporting finished products to customers are accounted for as fulfilment costs and are also included within “Cost of sales”. The amount of net sales recognized varies with changes in returns, rebates, cash sales incentives, and other allowances offered to customers based on the Company's experience.

The Company has elected to apply the following practical expedients as allowed under Topic 606:

The incremental costs of obtaining contracts are expensed as incurred if the amortization period of the assets that the Company otherwise would have recognized is one year or less, and are included within “Selling, general and administrative expenses” in the condensed consolidated statements of operations.

When the period between customer payment and transfer of goods/services is determined to be one year or less at contract inception, the promised amount of consideration under the contract is not adjusted for the effects of a significant financing component.

In consideration of the disclosure requirements regarding the transaction price and expected period of recognition of remaining performance obligations that are unsatisfied as of the end of a reporting period, the Company has elected the following optional exemptions:

The Company will not disclose the aggregate amount of the transaction price allocated to remaining performance obligations for its contracts with an original expected duration of one year or less, which applies to the vast majority of the Company’s contracts with customers.

For contracts with customers containing variable consideration (via enforceable minimum volume requirements) and an original expected duration greater than one year, the Company will not disclose the transaction price allocated to remaining performance obligations if the variable consideration is allocated entirely to a wholly unsatisfied performance obligation. Under these contracts with customers, each unit of production generally represents a separate performance obligation, the pricing for which is based on current or forecasted raw material prices, often using formulas that utilize commodity indices. Therefore, future volumes are wholly unsatisfied and disclosure of the transaction price allocated to remaining performance obligations is not required. The variable consideration in these contracts is resolved typically at the issuance of a purchase order or as of the date of revenue recognition.

The following table provides disclosure of net sales to external customers by primary geographical market (based on the location where sales originated), by segment for the three and nine months ended September 30, 2018 and 2017:


	Latex		Synthetic		Performance
Three Months Ended	Binders		Rubber		Plastics		Polystyrene		Feedstocks		Total
September 30, 2018
United States	$	77.3	$	—	$	87.0	$	—	$	3.0	$	167.3
Europe		117.0		137.7		226.7		148.3		61.2		690.9
Asia-Pacific		80.0		—		62.7		104.0		66.8		313.5
Rest of World		3.7		—		24.3		—		—		28.0
Total	$	278.0	$	137.7	$	400.7	$	252.3	$	131.0	$	1,199.7
September 30, 2017(1)
United States	$	73.7	$	—	$	76.8	$	0.1	$	3.5	$	154.1
Europe		113.0		118.7		223.6		144.9		61.8		662.0
Asia-Pacific		75.3		—		39.1		93.4		45.7		253.5
Rest of World		4.3		—		22.7		—		—		27.0
Total	$	266.3	$	118.7	$	362.2	$	238.4	$	111.0	$	1,096.6

Table of Contents


	Latex		Synthetic		Performance
Nine Months Ended	Binders		Rubber		Plastics		Polystyrene		Feedstocks		Total
September 30, 2018
United States	$	216.3	$	—	$	253.7	$	0.2	$	9.6	$	479.8
Europe		349.6		442.2		720.9		460.9		174.5		2,148.1
Asia-Pacific		236.9		—		171.0		316.4		123.6		847.9
Rest of World		11.4		—		70.6		—		—		82.0
Total	$	814.2	$	442.2	$	1,216.2	$	777.5	$	307.7	$	3,557.8
September 30, 2017(1)
United States	$	228.7	$	—	$	230.6	$	0.8	$	10.2	$	470.3
Europe		361.2		456.1		634.0		427.9		145.9		2,025.1
Asia-Pacific		243.6		—		106.8		271.5		148.8		770.7
Rest of World		13.2		—		67.0		—		—		80.2
Total	$	846.7	$	456.1	$	1,038.4	$	700.2	$	304.9	$	3,346.3

(1)

As the Company has adopted Topic 606 utilizing the modified retrospective approach, amounts for the three and nine months ended September 30, 2017 above are disclosed as recognized under Topic 605.

For all material contracts with customers, control is transferred and sales are recognized at a point in time when the Company satisfies the performance obligations according to the terms of the contract, and when title and the risk of loss is passed to the customer. Title and risk of loss varies by region and customer and is determined based upon the purchase order received from the customer and the applicable contractual terms or jurisdictional standards. The Company receives cash equal to the invoice price for most product sales, subject to cash sales incentives with certain customers, with payment terms generally ranging from 10 to 90 days (with an approximate weighted average of 53 days as of September 30, 2018), also varying by segment and region.

Certain of the Company’s contracts with customers contain multiple performance obligations, most commonly due to the sale of multiple distinct products. The transaction price within these contracts is allocated between these separate and distinct products based on their stand-alone selling prices, as defined within the contract. The Company’s products are typically sold at observable stand-alone sales values, which are used to determine the estimated stand-alone selling price. The stand-alone selling prices of the Company’s products are generally based, in part, on the current or forecasted costs of key raw materials, but are often subject to a predetermined lag period for the pass through of these costs. As such, contracts with customers typically include provisions that allow for the changes in stand-alone selling prices to reflect the pass through of changes in raw material costs, often using pricing formulas that utilize commodity indices.

In cases where the Company’s transaction price is considered variable at the point of revenue recognition, the ‘most likely amount’ method is used to estimate the effect of any related uncertainty. In formulating this estimate, the Company considers all historical, current, and forecasted information that is reasonably available to identify a reasonable number of possible consideration amounts. Once the transaction price, including impacts of variable consideration, is estimated, revenue is recognized only to the extent that it is probable that a subsequent change in the estimate would not result in a significant revenue reversal. Furthermore, if the Company is not able to rely on observable stand-alone selling prices, the ‘expected cost plus a margin approach’ is utilized to estimate the stand-alone selling price of each performance obligation, primarily utilizing historical experience. During the three and nine months ended September 30, 2018, the impact of recognizing changes in selling prices related to prior periods was immaterial.

NOTE 3—4—INVESTMENTS IN UNCONSOLIDATED AFFILIATES

~~During the nine months ended September 30, 2017, the~~The Company ~~had two~~is currently supplemented by one joint ~~ventures~~venture, A~~: Americas~~mericas Styrenics LLC (“Americas Styrenics”, a styrene and polystyrene joint venture with Chevron Phillips Chemical Company LP) ~~and~~. Previously, the Company also had a 50% share in Sumika Styron Polycarbonate Limited (“Sumika Styron Polycarbonate”, a polycarbonate, or PC, joint venture with Sumitomo Chemical Company Limited), until the sale of the Company’s investment in the joint venture during the first quarter of 2017 (refer to discussion below for further information). Investments held in ~~the~~ unconsolidated affiliates are accounted for by the equity method. The results of Americas Styrenics are included within its own reporting ~~segment, and the~~segment. The results of Sumika Styron Polycarbonate were included within the ~~Basic~~Performance Plastics reporting segment (as recast, due to the segment realignment effective January 1, 2018 discussed further in Note 15) until the Company sold its ~~50%~~ share of the entity ~~in January 2017. Refer to the discussion below for further information about the sale of the Company’s share in Sumika Styron Polycarbonate~~ during the first quarter of 2017.

Both of the unconsolidated affiliates are privately held companies; therefore, quoted market prices for their stock

Table of Contents

are not available. The summarized financial information of the Company’s unconsolidated affiliates is shown below. This table includes summarized financial information for Sumika Styron Polycarbonate through the date of sale in January 2017.

~~Three Months Ended~~

~~Nine Months Ended~~

~~September 30,~~

~~Table of Contents~~


									Three Months Ended				Nine Months Ended
									September 30,				September 30,
	2017		2016		2017		2016		2018		2017		2018		2017
Sales	$	458,744	$	460,305	$	1,369,572	$	1,241,908	$	462.1	$	458.7	$	1,430.2	$	1,369.6
Gross profit	$	90,594	$	84,095	$	176,352	$	240,366	$	74.1	$	90.6	$	242.3	$	176.4
Net income	$	81,059	$	65,041	$	141,508	$	188,853	$	62.1	$	81.1	$	206.4	$	141.5

Americas Styrenics

As of September 30, ~~2017~~2018 and December 31, ~~2016, respectively,~~2017, the Company’s investment in Americas Styrenics was ~~$161.9~~$180.8 million and ~~$149.7~~$152.5 million, respectively, which was ~~$49.1~~$36.6 million and ~~$71.2~~$46.4 million less than the Company’s 50% share of the underlying net assets of Americas Styrenics, respectively. This amount represents the difference between the book value of assets contributed to the joint venture at the time of formation (May 1, 2008) and the Company’s 50% share of the total recorded value of the joint venture’s assets and certain adjustments to conform with the Company’s accounting policies. This difference is being amortized over a weighted average remaining useful life of the contributed assets of approximately ~~3.1~~2.1 years as of September 30, ~~2017.~~2018. The Company received dividends from Americas Styrenics of $17.5 million and of$85.0 million during the three and nine months ended September 30, 2018, respectively, compared to $35.0 million and $80.0 million during the three and nine months ended September 30, 2017, ~~respectively, compared to $40.0 million and $100.0 million during the three and nine months ended September 30, 2016,~~ respectively.

Sumika Styron Polycarbonate

On January 31, 2017, the Company completed the sale of its 50% share in Sumika Styron Polycarbonate to Sumitomo Chemical Company Limited for total sales proceeds of approximately $42.1 million. As a result, the Company recorded a gain on sale of $9.3 million during the nine months ended September 30, 2017, which was included within “Other expense (income), net” in the condensed consolidated ~~statement~~statements of operations and was allocated entirely to the ~~Basic~~Performance Plastics ~~segment.~~segment (as recast under the segment realignment discussed further in Note 15). In addition, the parties ~~have~~ entered into a long-term agreement to continue sourcing ~~polycarbonate~~PC resin from Sumika Styron Polycarbonate to the Company’s Performance Plastics segment.

~~As of December 31, 2016, the Company’s investment in Sumika Styron Polycarbonate was $41.8 million.~~ Due to the sale in January 2017, the Company no longer ~~has~~had an investment in Sumika Styron Polycarbonate as of ~~September 30,~~December 31, 2017. The Company received dividends from Sumika Styron Polycarbonate of zero and $9.8 million during the three and nine months ended September 30, 2017, respectively, compared to zero and $6.2 million during the three and nine months ended September 30, 2016, respectively. The dividend received during the nine months ended September 30, 2017 from Sumika Styron Polycarbonate related to the Company’s proportionate share of earnings ~~for~~from the year ended December 31, 2016.

NOTE 4—5—INVENTORIES

Inventories consisted of the following:


	September 30,		December 31,		September 30,		December 31,
	2017		2016		2018		2017
Finished goods	$	239,663	$	187,577	$	292.7	$	250.9
Raw materials and semi-finished goods		211,186		168,804		254.9		226.7
Supplies		32,309		28,964		38.0		32.8
Total	$	483,158	$	385,345	$	585.6	$	510.4

NOTE 5—6—DEBT

Refer to ~~discussion below~~the Annual Report for ~~details of the Company’s debt refinancing that occurred during the third quarter of 2017. For~~ definitions of capitalized terms not included herein ~~refer to~~and further background on the ~~Annual Report.~~Company’s debt structure discussed below. The Company was in compliance with all debt related covenants as of September 30, ~~2017~~2018 and December 31, ~~2016.~~2017.

1113

Table of Contents

As of September 30, ~~2017~~2018 and December 31, ~~2016,~~2017, debt consisted of the following:

September 30, 2017

Interest Rate as of September 30, 2017

Maturity
Date

Carrying
Amount

Unamortized
Deferred
Financing
Fees(1)

Total Debt,
Less
Unamortized
Deferred
Financing
Fees

Senior Credit Facility



2022 Revolving Facility(2)

Various

September 2022

$
—

$
—

$
—

2024 Term Loan B(3)

3.735%

September 2024

700,000

(18,957)

681,043

2025 Senior Notes

5.375%

September 2025

500,000

(9,600)

490,400

Accounts Receivable Securitization Facility(4)

Various

May 2019

—

—

—

Other indebtedness

Various

Various

1,481

—

1,481

Total debt

$
1,201,481

$
(28,557)

$
1,172,924

Less: current portion

(7,000)

Total long-term debt, net of unamortized deferred financing fees

$
1,165,924

December 31, 2016

Interest Rate as of December 31, 2016

Maturity
Date

Carrying
Amount

Unamortized
Deferred
Financing
Fees(1)

Total Debt,
Less
Unamortized
Deferred
Financing
Fees

2020 Senior Credit Facility



2020 Revolving Facility

Various

May 2020

$
—

$
—

$
—

2021 Term Loan B

4.250%

November 2021

491,545

(9,159)

482,386

2022 Senior Notes

USD Notes

6.750%

May 2022

300,000

(5,726)

294,274

Euro Notes

6.375%

May 2022

394,275

(7,157)

387,118

Accounts Receivable Securitization Facility

Various

May 2019

—

—

—

Other indebtedness

Various

Various

1,591

—

1,591

Total debt

$
1,187,411

$
(22,042)

$
1,165,369

Less: current portion

(5,000)

Total long-term debt, net of unamortized deferred financing fees

$
1,160,369


			September 30, 2018						December 31, 2017
	Interest Rate as of September 30, 2018	Maturity Date	Carrying Amount		Unamortized Deferred Financing Fees(1)		Total Debt, Less Unamortized Deferred Financing Fees		Carrying Amount		Unamortized Deferred Financing Fees(1)		Total Debt, Less Unamortized Deferred Financing Fees
Senior Credit Facility
2022 Revolving Facility(2)	Various	September 2022	$	—	$	—	$	—	$	—	$	—	$	—
2024 Term Loan B(3)	4.242%	September 2024		693.0		(16.9)		676.1		698.3		(18.3)		680.0
2025 Senior Notes	5.375%	September 2025		500.0		(8.6)		491.4		500.0		(9.4)		490.6
Accounts Receivable Securitization Facility(4)	Various	September 2021		—		—		—		—		—		—
Other indebtedness	Various	Various		1.2		—		1.2		1.4		—		1.4
Total debt			$	1,194.2	$	(25.5)	$	1,168.7	$	1,199.7	$	(27.7)	$	1,172.0
Less: current portion								(7.0)						(7.0)
Total long-term debt, net of unamortized deferred financing fees							$	1,161.7					$	1,165.0

(1)

This caption does not include deferred financing fees related to the Company’s revolving facilities, which are included within “Deferred charges and other assets” on the condensed consolidated balance sheets.

(2)

~~The~~Under the 2022 Revolving Facility, the Company had ~~$357.2~~a capacity of $375.0 million and funds available for borrowing of $360.5 million (net of ~~$17.8~~$14.5 million outstanding letters of credit) ~~of funds available for borrowing under this facility~~ as of September 30, ~~2017.~~2018. Additionally, the Company is required to pay a quarterly commitment fee in respect of any unused commitments under this facility equal to 0.375% per annum.

(3)

~~The 2024 Term Loan B bears an interest rate of LIBOR plus 2.50%, subject to a 0.00% LIBOR floor.~~ As of September 30, ~~2017,~~2018, $7.0 million of the scheduled future payments related to this facility were classified as current debt on the Company’s condensed consolidated balance sheet.

(4)

This facility ~~has~~had a borrowing capacity of ~~$200.0 million. As~~$150.0 million as of September 30, ~~2017,~~2018. Additionally, as of September 30, 2018, the Company had ~~approximately $148.8 million of~~ accounts receivable available to support this facility in excess of its borrowing capacity, based on the pool of eligible accounts receivable. In ~~regards~~regard to outstanding borrowings, fixed interest charges are ~~2.6%~~1.95% plus variable commercial paper rates, while for available, but undrawn commitments, fixed interest charges are ~~1.4%~~1.00%. As a result of an amendment that was executed during the third quarter of 2018, this facility now has a maturity date of September 2021.

~~2020~~2024 Term Loan B Repricing

On May 22, 2018, Trinseo Materials Operating S.C.A. and Trinseo Materials Finance, Inc. (together, the “Issuers” or the “Borrowers”), both wholly-owned subsidiaries of the Company, successfully repriced the effective interest rate on the Company’s 2024 Term Loan B from LIBOR plus 2.50% to LIBOR plus 2.00% (subject to a 0.00% LIBOR floor in both instances). All other key terms associated with the 2024 Term Loan B remained consistent with the terms that existed following the September 2017 refinancing of the Senior Credit Facility

~~On May 5, 2015,~~ (refer to the Company entered into a credit agreement which included $825.0 million of senior secured financing (the “2020 Senior Credit Facility”), inclusive of a $325.0 million revolving credit facility maturing in May 2020 (the “2020 Revolving Facility”) and a $500.0 million senior secured term loan B facility maturing in November 2021 (the “2021 Term Loan B”)Annual Report for further information).

In September 2017, upon completion of the refinancing transactions discussed below, the Company terminated the 2020 Senior Credit Facility. Prior to this termination, the Company had no outstanding borrowings under the 2020 Revolving Facility and had $490.0 million outstanding under the 2021 Term Loan B, excluding unamortized original

~~Table of Contents~~

~~issue discount.~~ As a result of this ~~termination,~~repricing, during the nine months ended September 30, 2018, the Company recognized a ~~$0.8~~$0.2 million loss on extinguishment of long-term debt, comprised entirely of the write-off of a portion of the existing unamortized deferred financing fees ~~and unamortized original issue discount~~ related to the 2021 Term Loan B. The remaining unamortized deferred financing fees and unamortized original issue discount for both the 2020 Revolving Facility and 2021 Term Loan B remain capitalized and will be amortized along with new deferred financing fees over the life of the new facilities, discussed in further detail below.

~~Senior Credit Facility~~

On September 6, 2017, Trinseo Materials Operating S.C.A. and Trinseo Materials Finance, Inc. (together, the “Borrowers” or “Issuers”), both wholly-owned subsidiaries of the Company, entered into a senior secured credit agreement (the “Credit Agreement”), which provides senior secured financing of up to $1,075.0 million (the “Senior Credit Facility”). The Senior Credit Facility provides for senior secured financing consisting of a (i) $375.0 million revolving credit facility, with a $25.0 million swingline subfacility and a $35.0 million letter of credit subfacility maturing in September 2022 (the “2022 Revolving Facility”) and a (ii) $700.0 million senior secured term loan B facility maturing in September 2024 (the “2024 Term Loan B”). Amounts under the 2022 Revolving Facility are available in U.S. dollars and euros.

~~The 2024 Term Loan B bears an interest rate of LIBOR plus 2.50%, subject to a 0.00% LIBOR floor. Further,~~ the 2024 Term Loan ~~B requires scheduled quarterly payments in amounts equal to 0.25% of the original principal amount of the 2024 Term Loan B, with the balance to be paid at maturity.~~

Loans under the 2022 Revolving Facility, at the Borrowers’ option, may be maintained as (a) LIBO rate loans, which bear interest at a rate per annum equal to the LIBO rate plus the applicable margin (as defined in the Credit Agreement), if applicable, or (b) base rate loans which shall bear interest at a rate per annum equal to the base rate plus the applicable margin (as defined in the Credit Agreement).

The Senior Credit Facility is collateralized by a security interest in substantially all of the assets of the Borrowers, and the guarantors thereunder, including Trinseo Materials S.à r.l., certain Luxembourg subsidiaries and certain foreign subsidiaries organized in the United States, The Netherlands, Hong Kong, Singapore, Ireland, Germany and Switzerland.

The Senior Credit Facility requires the Borrowers and their restricted subsidiaries to comply with customary affirmative, negative and financial covenants, including limitations on their abilities to incur liens; make certain loans and investments; incur additional debt (including guarantees or other contingent obligations); merge, consolidate liquidate or dissolve; transfer or sell assets; pay dividends and other distributions to shareholders or make certain other restricted payments; enter into transactions with affiliates; restrict any restricted subsidiary from paying dividends or making other distributions or agree to certain negative pledge clauses; materially alter the business we conduct; prepay certain other indebtedness; amend certain material documents; and change our fiscal year.

The 2022 Revolving Facility contains a financial covenant that requires compliance with a springing first lien net leverage ratio test. If the outstanding balance under the 2022 Revolving Facility exceeds 30% of the $375.0 million borrowing capacity (excluding undrawn letters of credit up to $10.0 million and cash collateralized letters of credit) at a quarter end, then the Borrowers’ first lien net leverage ratio may not exceed 2.00 to 1.00. As of September 30, 2017, the Company was in compliance with all debt covenant requirements under the Senior Credit Facility.B.

Fees incurred in connection with the ~~issuance~~repricing of the 2024 Term Loan B were ~~$12.3 million. Due to a portion of the 2024 Term Loan B meeting the criteria for modification accounting, $1.2~~$1.1 million, of ~~these fees~~which $0.5 million were expensed and included within “Other expense (income), net” in the condensed consolidated statement of operations for the ~~three and~~ nine months ended September 30, ~~2017.~~2018. The remaining ~~$11.1~~$0.6 million of fees were capitalized and recorded within “Long-term debt, net of unamortized deferred financing fees” on the condensed consolidated balance sheet, to be amortized along with the remaining ~~$8.1~~$16.4 million of unamortized deferred financing fees ~~from~~related to the ~~2021~~2024 Term Loan B. Capitalized fees related to the 2024 Term Loan B ~~are being~~continue to be amortized over the remainder of the original 7.0 year term of the facility using the effective interest method.

~~Fees incurred in connection with~~2017 Debt Refinancing

During the ~~issuance of the 2022 Revolving Facility were $0.8 million~~three and were capitalized and recorded within “Deferred charges and other assets” in the condensed consolidated balance sheets. The new capitalized fees related to the 2022 Revolving Facility (along with $4.0 million of unamortized deferred financing fees from the 2020 Revolving Facility) are being amortized over the 5.0 year term of the facility using the straight-line method. Amortization of deferred financing fees are recorded within “Interest expense, net” in the condensed consolidated statements of operations.

~~Table of Contents~~

~~2022 Senior Notes~~

In May 2015, the Company issued $300.0 million aggregate principal amount of 6.750% senior notes due May 1, 2022 (the “USD Notes”) and €375.0 million aggregate principal amount of 6.375% senior notes due May 1, 2022 (the “Euro Notes”, and together with the USD Notes, the “2022 Senior Notes”).

On September 7, 2017, using the net proceeds from the issuance of the 2024 Term Loan B, together with the net proceeds from the issuance of the 2025 Senior Notes (defined and discussed below), and available cash, the Company redeemed all outstanding borrowings under the 2022 Senior Notes, totaling $746.0 million in USD-equivalent principal, together with a total combined call premium of $53.0 million (with a redemption price of approximately 106.572% on the USD Notes and a redemption price of approximately 107.459% on the Euro Notes), and accrued and unpaid interest thereon of $17.0 million, using applicable foreign exchange rates.

~~As a result of this redemption, during the three~~nine months ended September 30, 2017, the Company ~~recorded~~executed a ~~loss on extinguishment~~refinancing of ~~long-term debt of $64.5 million, which includes the above $53.0 million call premium and an $11.5 million write-off of unamortized deferred financing fees related to the 2022 Senior Notes.~~

~~2025 Senior Notes~~

~~On August 29, 2017, the Issuers executed an indenture pursuant to which they issued~~its debt. This included issuing $500.0 million aggregate principal amount of 5.375% ~~senior notes due 2025 (the “2025 Senior Notes”) in a 144A private transaction exempt from the registration requirements of the Securities Act of 1933, as amended. Interest on the~~ 2025 Senior Notes ~~is payable semi-annually on May 3 and November 3 of each year, commencing on May 3, 2018. The 2025 Senior Notes mature on September 1, 2025.~~

~~At any time prior to September 1, 2020, the Issuers may redeem the 2025 Senior Notes in whole or in part, at their option, at~~as well as entering into a redemption price equal to 100% of the principal amount of such notes plus the relevant applicable premium as of, and accrued and unpaid interest to, but not including, the redemption date. At any time and from time to time after September 1, 2020, the Issuers may redeem the 2025 Senior Notes, in whole or in part, at a redemption price equal to the percentage of principal amount set forth below plus accrued and unpaid interest, if any, on the notes redeemed to, but not including, the redemption date:

12-month period commencing September 1 in Year

Percentage

2020

102.688
%
2021

101.792
%
2022

100.896
%
2023 and thereafter

100.000
%

At any time prior to September 1, 2020, the Issuers may redeem up to 40% of the aggregate principal amount of the 2025 Senior Notes at a redemption price equal to 105.375%, plus accrued and unpaid interest to, but not including, the redemption date, with the aggregate gross proceeds from certain equity offerings.

The 2025 Senior Notes are the Issuers’ senior unsecured obligations and rank equally in right of payment with all of the Issuers’ existing and future indebtedness that is not expressly subordinated in right of payment thereto. The 2025 Senior Notes will be senior in right of payment to any future indebtedness that is expressly subordinated in right of payment thereto and effectively junior to (a) the Issuers’ existing and future secured indebtedness, including the Company’s accounts receivable facility and the Issuers’ Senior Credit Facility (discussed above), to the extent of the value of the collateral securing such indebtedness and (b) all existing and future liabilities of the Issuers’ non-guarantor subsidiaries.

The Indenture contains customary covenants that, among other things, limit the Issuers’ and certain of their subsidiaries’ ability to incur additional indebtedness and guarantee indebtedness; pay dividends on, redeem or repurchase capital stock; make investments; prepay certain indebtedness; create liens; enter into transactions with the Issuers’ affiliates; designate the Issuers’ subsidiaries as Unrestricted Subsidiaries (as defined in the Indenture); and consolidate, merge, or transfer all or substantially all of the Issuers’ assets. The covenants are subject to a number of exceptions and qualifications. Certain of these covenants will be suspended during any period of time that (1) the 2025 Senior Notes have investment grade ratings (as defined in the Indenture) and (2) no default has occurred and is continuing under the Indenture. In the event that the 2025 Senior Notes are downgraded to below an investment grade rating, the Issuers and certain subsidiaries will again be subject to the suspended covenants with respect to future events. As of September 30, 2017, the Company was in compliance with all debt covenant requirements under the Indenture.

new

Table of Contents

~~Fees and expenses incurred in connection with the issuance~~Senior Credit Facility, which consists of the ~~2025~~$375.0 million 2022 Revolving Facility and the $700.0 million 2024 Term Loan B, bearing an interest rate of LIBOR plus 2.50% (prior to the 2018 repricing mentioned above), subject to a 0.00% LIBOR floor.

Using the net proceeds from the above along with available cash, the Company redeemed all outstanding indebtedness under its existing 2022 Senior Notes ~~were $9.7~~and repaid all outstanding borrowings under its existing 2020 Senior Credit Facility, together with a $53.0 million ~~which were capitalized and recorded within “Long-term debt, net of unamortized deferred financing fees”~~call premium on the ~~condensed consolidated balance sheet,~~2022 Senior Notes, accrued and ~~are being amortized into “Interest expense, net” in~~unpaid interest, and fees and other expenses related to the ~~condensed consolidated statements~~refinancing.

As a result of ~~operations over their 8.0 year term using~~ the ~~effective interest method.~~refinancing, the Company recorded a loss on extinguishment of long-term debt of $65.3 million during the three and nine months ended September 30, 2017. Refer to the Annual Report for further information.

NOTE 6—7—GOODWILL ~~AND INTANGIBLE ASSETS~~

~~Goodwill~~

The following table shows changes in the carrying amount of goodwill, by segment, from December 31, ~~2016~~2017 to September 30, ~~2017:~~

Performance Materials

Basic Plastics & Feedstocks

Latex

Synthetic

Performance

Basic

Americas


Binders

Rubber

Plastics

Plastics

Feedstocks

Styrenics

Total

Balance at December 31, 2016

$
11,544

$
8,177

$
4,210

$
5,554

$
—

$
—

$
29,485

Acquisition (Note 13)

—

—

28,598

—

—

—

28,598

Foreign currency impact

1,415

1,002

1,592

682

—

—

4,691

Balance at September 30, 2017

$
12,959

$
9,179

$
34,400

$
6,236

$
—

$
—

$
62,774

~~Other Intangible Assets~~

~~The following~~2018. Prior period balances in this table ~~provides information regarding~~have been recast in conjunction with the ~~Company’s other intangible assets as of September 30, 2017 and December 31, 2016, respectively:~~

September 30, 2017

December 31, 2016

Estimated

Gross

Gross

Useful Life

Carrying

Accumulated

Carrying

Accumulated


(Years)

Amount

Amortization

Net

Amount

Amortization

Net

Developed technology(1)

9 - 15

$
198,535

$
(91,078)

$
107,457

$
166,230

$
(72,159)

$
94,071

Customer Relationships(1)

19

14,520

(171)

14,349

—

—

—

Manufacturing Capacity Rights

6

22,426

(12,728)

9,698

19,977

(8,908)

11,069

Software

5 - 10

87,412

(22,617)

64,795

82,275

(15,095)

67,180

Software in development

N/A

8,617

—

8,617

4,751

—

4,751

Other(1)

3

3,056

(153)

2,903

274

—

274

Total

$
334,566

$
(126,747)

$
207,819

$
273,507

$
(96,162)

$
177,345

~~(1)~~

~~Balances as of September 30, 2017 include assets acquired related to the acquisition of API Applicazioni Plastiche Industriali S.p.A (“API Plastics”). Refer to Note 13 for further information.~~

Amortization expense on other intangible assets totaled $7.2 million and $19.6 million for the three and nine months ended September 30, 2017, respectively, and $5.0 million and $15.2 million for the three and nine months ended September 30, 2016.

~~Table of Contents~~

In addition to the significant accounting policies disclosed in Note 2 in our Annual Report, Basis of Presentation and Summary of Significant Accounting Policies, the Company notes the following significant accounting policies related to certain definite-lived intangible assets, for which we had substantial activitysegment realignment that occurred during the first quarter ~~ended September 30, 2017 as a result~~ of ~~the API Plastics acquisition.~~

~~Developed Technology~~

~~Acquired developed technology is recorded at fair value upon acquisition and is amortized using the straight-line method over the estimated useful life ranging from 9 years~~2018. Refer to Note 15 ~~years. We determine amortization periods~~ for developed technology based on our assessment of various factors impacting estimated useful lives and timing and extent of estimated cash flows of the acquired assets. This includes estimates of expected period of future economic benefit and competitive advantage related to existing processes and procedures at the date of acquisition. Significant changes to any of these factors may result in a reduction in the useful life of these assets.further information.


	Latex		Synthetic		Performance						Americas
	Binders		Rubber		Plastics		Polystyrene		Feedstocks		Styrenics		Total
Balance at December 31, 2017	$	16.5	$	11.7	$	39.6	$	4.7	$	—	$	—	$	72.5
Foreign currency impact		(0.4)		(0.3)		(1.8)		(0.1)		—		—		(2.6)
Balance at September 30, 2018	$	16.1	$	11.4	$	37.8	$	4.6	$	—	$	—	$	69.9

~~Customer Relationships~~

Customer relationships are recorded at fair value upon acquisition and are amortized using the straight-line method over the estimated useful life of 19 years. We determine amortization periods for customer relationships based on our assessment of various factors impacting estimated useful lives and timing and extent of estimated cash flows of the acquired assets. This includes estimates of expected period of future economic benefit and customer retention rates. Significant changes to any of these factors may result in a reduction in the useful life of these assets.

NOTE 7—8—DERIVATIVE INSTRUMENTS

The Company’s ongoing business operations expose it to various risks, including fluctuating foreign exchange rates and interest rate risk. To manage these risks, the Company periodically enters into derivative financial instruments, such as foreign exchange forward contracts and interest rate swap agreements. The Company does not hold or enter into financial instruments for trading or speculative purposes. All derivatives are recorded on the condensed consolidated balance sheets at fair value.

As discussed in Note 2, the Company adopted new hedge accounting guidance effective April 1, 2018. The impacts of this adoption are discussed further below.

Foreign Exchange Forward Contracts

Certain subsidiaries have assets and liabilities denominated in currencies other than their respective functional currencies, which creates foreign exchange risk. The Company’s principal strategy in managing its exposure to changes in foreign currency exchange rates is to naturally hedge the foreign currency-denominated liabilities on ~~our~~its balance sheet 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 ~~its~~this exposure, the Company also uses foreign exchange forward contracts to economically hedge the impact of the variability in exchange rates on ~~our~~ assets and liabilities denominated in certain foreign currencies. These derivative contracts are not designated for hedge accounting treatment.

As of September 30, ~~2017,~~2018, the Company had open foreign exchange forward contracts with a notional U.S. dollar equivalent absolute value of ~~$327.9~~$487.1 million. The following table displays the notional amounts of the most significant net foreign exchange hedge positions outstanding as of September 30, ~~2017.~~2018:


	September 30,		September 30,
Buy / (Sell)	2017		2018
Euro	$	(161,885)	$	(301.1)
Chinese Yuan	$	(58,335)	$	(54.1)
Swiss Franc			$	51.4
Mexican Peso			$	(13.1)
Indonesian Rupiah	$	(29,493)	$	(11.5)
Swiss Franc	$	16,762
Korean Won	$	(10,983)

Open foreign exchange forward contracts as of September 30, 2018 had maturities occurring over a period of two months.

Table of Contents

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 its 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

~~Table of Contents~~

fluctuations in the euro-to-U.S. dollar foreign currency exchange rates. The qualifying hedge contracts are marked-to-market at each reporting date and any unrealized gains or losses are included in ~~accumulated other comprehensive income/loss (“AOCI”)~~AOCI to the extent effective, and reclassified to cost of sales in the period during which the transaction affects earnings or it becomes probable that the forecasted transaction will not occur.

Open foreign exchange cash flow hedges as of September 30, ~~2017 have~~2018 had maturities occurring over a period of 15fifteen months, and ~~have~~had a net notional U.S. dollar equivalent of ~~$196.5~~$124.8 million.

Interest Rate Swaps

~~As discussed in Note 5, on~~On September 6, 2017, the Company issued the 2024 Term Loan B, which currently bears an interest rate of LIBOR plus ~~2.50%~~2.00%, subject to a 0.00% LIBOR floor. In order to reduce the variability in interest payments associated with the Company’s variable rate debt, during the third quarter of 2017, the Company entered into certain interest rate swap agreements to convert a portion of these variable rate borrowings into a fixed rate obligation. These interest rate swap agreements are designated as cash flow hedges, and as such, the contracts are marked-to-market at each reporting date and any unrealized gains or losses are included in AOCI to the extent effective, and reclassified to interest expense in the period during which the transaction affects earnings or it becomes probable that the forecasted transaction will not occur.

As of September 30, ~~2017,~~2018, the Company had open interest rate swap agreements with a net notional U.S. dollar equivalent of $200.0 million which had an effective date of September 29, 2017 and mature over a period of five years. Under the terms of the swap agreements, the Company is required to pay the counterparties a stream of fixed interest payments at a rate of 1.81%, and in turn, receives variable interest payments based on 1-month LIBOR (2.24% as of September 30, 2018) from the counterparties.

Net Investment Hedge

Through August 31, 2017, the Company had designated a portion (€~~280~~280.0 million) of the original principal amount of the Company’s previous €375.0 million Euro Notes as a hedge of the foreign currency exposure of the Issuers’ net investment in certain European subsidiaries. Effective September 1, 2017, the Company de-designated the Euro Notes as a net investment hedge of the Issuers’ net investment in certain European subsidiaries, as the Euro Notes were redeemed on September 7, ~~2017 (refer to Note 5 for further information).~~2017. Through the date of de-designation, this hedge was deemed to be highly effective, and changes in the Euro Notes’ carrying value resulting from fluctuations in the euro exchange rate were recorded as cumulative foreign currency translation loss of $24.1 million within AOCI as of ~~September 30,~~December 31, 2017.

On August 29, 2017, the Issuers executed an indenture pursuant to which they issued the $500.0 million 5.375% 2025 Senior ~~Notes (refer to Note 5 for further information).~~Notes. Subsequently, on September 1, 2017, the Company entered into certain fixed-for-fixed cross currency swaps (“CCS”), swapping USD principal and interest payments on the newly issued 2025 Senior Notes for euro-denominated payments. Under the terms of the CCS, the Company has notionally exchanged $500.0 million at an interest rate of 5.375% for ~~€420~~€420.0 million at a ~~weighted-average~~weighted average interest rate of 3.45% for approximately five years.

~~Effective~~On September 1, 2017, the Company designated the full notional amount of the CCS (€420 million) as a hedge of the Issuers’ net investment in certain European ~~subsidiaries. As~~subsidiaries under the forward method, with all changes in the fair value of the CCS recorded as a component of AOCI, as the CCS were deemed to be highly effective ~~hedges,~~hedges. A cumulative foreign currency translation loss of $38.0 million was recorded within AOCI related to the CCS through March 31, 2018.

Effective April 1, 2018, in conjunction with the adoption of recently issued hedging accounting guidance (see Note 2 for further information), the Company elected as an accounting policy to re-designate the CCS as a net investment hedge (and any future similar hedges) under the spot method. As such, changes in the fair value of the CCS ~~were~~that are included in the assessment of effectiveness (changes due to spot foreign exchange rates) are recorded as cumulative foreign currency translation ~~loss~~within OCI, and will remain in AOCI until either the sale or substantially complete liquidation of ~~$7.1 million within AOCI as~~the subsidiary. As of September 30, ~~2017.~~2018, no gains or losses have been

Table of Contents

reclassified from AOCI into income related to the sale or substantially complete liquidation of the relevant subsidiaries. As an additional accounting policy election applied to similar hedges under this new standard, the initial value of any component excluded from the assessment of effectiveness is recognized in income using a systematic and rational method over the life of the hedging instrument. Any difference between the change in the fair value of the excluded component and amounts recognized in income under that systematic and rational method is recognized in AOCI. Prior to the adoption of the new hedging accounting guidance on April 1, 2018, no components were excluded from the assessment of effectiveness for any of the Company’s existing net investment hedges.

As of April 1, 2018, the initial excluded component value related to the CCS was $23.6 million, which the Company has elected to amortize as a reduction of “Interest expense, net” in the condensed consolidated statements of operations using the straight-line method over the remaining term of the CCS. Additionally, the accrual of periodic USD and euro-denominated interest receipts and payments under the terms of the CCS will also be recognized within “Interest expense, net” in the condensed consolidated statements of operations.

Summary of Derivative Instruments

The following tables present the effect of the Company’s derivative instruments, including those not designated for hedge accounting treatment, on the condensed consolidated statements of operations for the three and nine months ended September 30, 2018 and 2017:


	Location and Amount of Gain (Loss) Recognized in Statements of Operations for Derivative Instruments
	Three Months Ended						Three Months Ended
	September 30, 2018						September 30, 2017
	Cost of sales		Interest expense, net		Other expense (income), net		Cost of sales		Interest expense, net		Other expense (income), net
Total amounts of income and expense line items presented in the statements of operations in which the effects of derivative instruments are recorded	$	1,068.1	$	10.1	$	2.1	$	948.1	$	18.4	$	2.1

The effects of cash flow hedge instruments:
Foreign exchange cash flow hedges
Amount of loss reclassified from AOCI into income	$	(0.6)	$	—	$	—	$	(2.7)	$	—	$	—
Interest rate swaps
Amount of gain reclassified from AOCI into income	$	—	$	0.1	$	—	$	—	$	—	$	—

The effects of net investment hedge instruments:
Cross currency swaps (CCS)
Amount of gain excluded from effectiveness testing	$	—	$	3.8	$	—	$	—	$	—	$	—

The effects of derivatives not designated as hedge instruments:
Foreign exchange forward contracts
Amount of gain (loss) recognized in income	$	—	$	—	$	8.2	$	—	$	—	$	(6.5)

Table of Contents


	Location and Amount of Gain (Loss) Recognized in Statements of Operations for Derivative Instruments
	Nine Months Ended						Nine Months Ended
	September 30, 2018						September 30, 2017
	Cost of sales		Interest expense, net		Other expense (income), net		Cost of sales		Interest expense, net		Other expense (income), net
Total amounts of income and expense line items presented in the statements of operations in which the effects of derivative instruments are recorded	$	3,088.3	$	35.8	$	2.9	$	2,872.3	$	55.4	$	(0.1)

The effects of cash flow hedge instruments:
Foreign exchange cash flow hedges
Amount of gain (loss) reclassified from AOCI into income	$	(6.8)	$	—	$	—	$	0.8	$	—	$	—
Interest rate swaps
Amount of gain reclassified from AOCI into income	$	—	$	0.1	$	—	$	—	$	—	$	—

The effects of net investment hedge instruments:
Cross currency swaps (CCS)
Amount of gain excluded from effectiveness testing	$	—	$	7.7	$	—	$	—	$	—	$	—

The effects of derivatives not designated as hedge instruments:
Foreign exchange forward contracts
Amount of gain (loss) recognized in income	$	—	$	—	$	17.0	$	—	$	—	$	(17.0)

~~Summary~~The following table presents the effect of ~~Derivative Instruments~~

~~Information regarding changes in the fair value of the Company’s derivative instruments,~~cash flow and net ~~of tax, including those not designated for~~investment hedge accounting ~~treatment, is as follows:~~

on AOCI for the three and nine months ended September 30, 2018 and 2017:

Gain (Loss) Recognized in

Gain (Loss) Recognized in

AOCI on Balance Sheet

Statement of Operations

Three Months Ended September 30,

Statement of Operations

2017

2016

2017

2016

Classification
Designated as Cash Flow Hedges

Foreign exchange cash flow hedges

$
(4,458)

$
(2,280)

$
(2,666)

$
245

Cost of sales
Interest rate swaps

743

—

(6)

—

Interest expense, net
Total

$
(3,715)

$
(2,280)

$
(2,672)

$
245

Net Investment Hedges

Euro Notes

$
(13,924)

$
(2,128)

$
—

$
—

Cross-currency swaps (CCS)

(7,112)

—

—

—

Total

$
(21,036)

$
(2,128)

$
—

$
—

Not Designated as Cash Flow Hedges

Foreign exchange forward contracts

$
—

$
—

$
(6,526)

$
1,060

Other expense (income), net
Total

$
—

$
—

$
(6,526)

$
1,060


	Gain (Loss) Recognized in				Gain (Loss) Recognized in					Gain (Loss) Recognized in AOCI on Balance Sheet
	AOCI on Balance Sheet				Statement of Operations					Three Months Ended				Nine Months Ended
	Nine Months Ended September 30,								Statement of Operations	September 30,				September 30,
	2017		2016		2017		2016		Classification	2018		2017		2018		2017
Designated as Cash Flow Hedges
Foreign exchange cash flow hedges	$	(22,234)	$	(3,676)	$	794	$	616	Cost of sales	$	1.2	$	(4.5)	$	11.3	$	(22.2)
Interest rate swaps		743		—		(6)		—	Interest expense, net		0.9		0.8		5.5		0.7
Total	$	(21,491)	$	(3,676)	$	788	$	616		$	2.1	$	(3.7)	$	16.8	$	(21.5)
Net Investment Hedges
Designated as Net Investment Hedges
Euro Notes	$	(38,584)	$	(4,615)	$	—	$	—		$	—	$	(13.9)	$	—	$	(38.6)
Cross-currency swaps (CCS)		(7,112)		—		—		—
Cross currency swaps (CCS)											(0.6)		(7.1)		9.7		(7.1)
Total	$	(45,696)	$	(4,615)	$	—	$	—		$	(0.6)	$	(21.0)	$	9.7	$	(45.7)
Not Designated as Cash Flow Hedges
Foreign exchange forward contracts	$	—	$	—	$	(17,036)	$	2,054	Other expense (income), net
Total	$	—	$	—	$	(17,036)	$	2,054

The Company recorded ~~losses~~gains of ~~$6.5~~$8.2 million and $17.0 million during the three and nine months ended September 30, ~~2017,~~2018, respectively, and ~~gains~~losses of ~~$1.1~~$6.5 million and ~~$2.1~~$17.0 million during the three and nine months ended September 30, ~~2016,~~2017, respectively, from settlements and changes in the fair value of outstanding forward contracts (not designated as hedges). The gains and losses from these forward contracts offset net foreign exchange transaction losses of $6.9 million and $12.6 million during the three and nine months ended September 30, 2018, respectively, and gains of $8.2 million and $16.1 million during the three and nine months ended September 30, 2017, ~~respectively, and losses of $1.5 million and $4.1 million during the three and nine months ended September 30, 2016,~~ respectively, which resulted from the remeasurement of the Company’s foreign currency denominated assets and liabilities. The cash settlements of these foreign exchange forward contracts are included within operating activities in the condensed consolidated ~~statement~~statements of cash flows.

Table of ~~September 30, 2017, the Company had no ineffectiveness related to its derivatives designated as hedging instruments. Further, the~~Contents

The Company expects to reclassify in the next twelve months an approximate ~~$10.3~~$1.6 million net ~~loss~~gain from AOCI into earnings related to the Company’s outstanding foreign exchange cash flow hedges and interest rate swaps as of September 30, ~~2017~~2018 based on current foreign exchange rates.

~~Table of Contents~~

The following ~~table summarizes~~tables summarize the gross and net unrealized gains and losses, ~~and~~as well as the balance sheet classification, of outstanding derivatives recorded in the condensed consolidated balance sheets:


	September 30, 2017										December 31, 2016						September 30, 2018
	Foreign Exchange		Foreign Exchange		Interest		Cross-				Foreign Exchange		Foreign Exchange				Foreign		Foreign
	Forward		Cash Flow		Rate		Currency				Forward		Cash Flow				Exchange		Exchange		Interest		Cross
Balance Sheet Classification	Contracts		Hedges		Swaps		Swaps		Total		Contracts		Hedges		Total
Balance Sheet																	Forward		Cash Flow		Rate		Currency
Classification																	Contracts		Hedges		Swaps		Swaps		Total
Asset Derivatives:
Accounts receivable, net of allowance	$	3,368	$	—	$	—	$	6,420	$	9,788	$	1,664	$	11,018	$	12,682	$	4.4	$	0.9	$	1.6	$	5.7	$	12.6
Deferred charges and other assets		—		—		1,432		—		1,432		—		—		—		—		—		6.8		—		6.8
Total asset derivatives	$	3,368	$	—	$	1,432	$	6,420	$	11,220	$	1,664	$	11,018	$	12,682
Gross derivative asset position																		4.4		0.9		8.4		5.7		19.4
Less: Counterparty netting																		(0.8)		(0.2)		—		—		(1.0)
Net derivative asset position																	$	3.6	$	0.7	$	8.4	$	5.7	$	18.4
Liability Derivatives:
Accounts payable	$	117	$	9,612	$	688	$	—	$	10,417	$	511	$	—	$	511	$	(1.4)	$	(0.9)	$	—	$	—	$	(2.3)
Other noncurrent obligations		—		2,148		—		13,531		15,679		—		—		—		—		—		—		(16.2)		(16.2)
Total liability derivatives	$	117	$	11,760	$	688	$	13,531	$	26,096	$	511	$	—	$	511
Gross derivative liability position																		(1.4)		(0.9)		—		(16.2)		(18.5)
Less: Counterparty netting																		0.8		0.2		—		—		1.0
Net derivative liability position																	$	(0.6)	$	(0.7)	$	—	$	(16.2)	$	(17.5)
Total net derivative position																	$	3.0	$	—	$	8.4	$	(10.5)	$	0.9


	December 31, 2017
	Foreign		Foreign
	Exchange		Exchange		Interest		Cross
Balance Sheet	Forward		Cash Flow		Rate		Currency
Classification	Contracts		Hedges		Swaps		Swaps		Total
Asset Derivatives:
Accounts receivable, net of allowance	$	0.7	$	—	$	—	$	10.8	$	11.5
Deferred charges and other assets		—		—		3.0		—		3.0
Gross derivative asset position		0.7		—		3.0		10.8		14.5
Less: Counterparty netting		(0.6)		—		—		—		(0.6)
Net derivative asset position	$	0.1	$	—	$	3.0	$	10.8	$	13.9
Liability Derivatives:
Accounts payable	$	(3.1)	$	(11.1)	$	(0.1)	$	—	$	(14.3)
Other noncurrent obligations		—		—		—		(28.3)		(28.3)
Gross derivative liability position		(3.1)		(11.1)		(0.1)		(28.3)		(42.6)
Less: Counterparty netting		0.6		—		—		—		0.6
Net derivative liability position	$	(2.5)	$	(11.1)	$	(0.1)	$	(28.3)	$	(42.0)
Total net derivative position	$	(2.4)	$	(11.1)	$	2.9	$	(17.5)	$	(28.1)

Forward contracts, interest rate swaps, and cross currency swaps are entered into with a limited number of counterparties, each of which allows for net settlement of all contracts through a single payment in a single currency in the event of a default on or termination of any one contract. As such, in accordance with the Company’s accounting policy, ~~we record~~ these derivative instruments are recorded on a net basis by counterparty within the condensed consolidated balance ~~sheet.~~ ~~Information regarding the gross amounts of the Company’s derivative instruments and the amounts offset in the condensed consolidated balance sheets is as follows:~~

Gross Amounts

Gross Amounts

Net Amounts

Recognized in the

Offset in the

Presented in the


Balance Sheet

Balance Sheet

Balance Sheet

Balance at September 30, 2017

Derivative assets

$
12,793

$
(1,573)

$
11,220

Derivative liabilities

27,669

(1,573)

26,096

Balance at December 31, 2016

Derivative assets

$
23,401

$
(10,719)

$
12,682

Derivative liabilities

11,230

(10,719)

511

sheets.

Refer to Notes 89 and 1617 of the condensed consolidated financial statements for further information regarding the fair value of the Company’s derivative instruments and the related changes in AOCI.

NOTE 8—9—FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities measured at fair value are

Table of Contents

classified using the following hierarchy, which is based upon the transparency of inputs to the valuation as of the measurement date.

Level 1—Valuation is based upon quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2—Valuation is based upon quoted prices for similar assets and liabilities in active markets, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3—Valuation is based upon other unobservable inputs that are significant to the fair value measurement.

~~Table of Contents~~

The following table summarizes the basis used to measure certain assets and liabilities at fair value on a recurring basis in the condensed consolidated balance sheets as of September 30, ~~2017~~2018 and December 31, ~~2016.~~2017:


	September 30, 2017								September 30, 2018
	Quoted Prices in Active Markets for Identical Items		Significant Other Observable Inputs		Significant Unobservable Inputs				Quoted Prices in Active Markets for Identical Items		Significant Other Observable Inputs		Significant Unobservable Inputs
Assets (Liabilities) at Fair Value	(Level 1)		(Level 2)		(Level 3)		Total		(Level 1)		(Level 2)		(Level 3)		Total
Foreign exchange forward contracts—Assets	$	—	$	3,368	$	—	$	3,368	$	—	$	3.6	$	—	$	3.6
Foreign exchange forward contracts—(Liabilities)		—		(117)		—		(117)		—		(0.6)		—		(0.6)
Foreign exchange cash flow hedges—Assets										—		0.7		—		0.7
Foreign exchange cash flow hedges—(Liabilities)		—		(11,760)		—		(11,760)		—		(0.7)		—		(0.7)
Interest rate swaps—Assets		—		1,432		—		1,432		—		8.4		—		8.4
Interest rate swaps—(Liabilities)		—		(688)		—		(688)
Cross-currency swaps—Assets		—		6,420		—		6,420
Cross-currency swaps—(Liabilities)		—		(13,531)		—		(13,531)
Cross currency swaps—Assets										—		5.7		—		5.7
Cross currency swaps—(Liabilities)										—		(16.2)		—		(16.2)
Total fair value	$	—	$	(14,876)	$	—	$	(14,876)	$	—	$	0.9	$	—	$	0.9


	December 31, 2016								December 31, 2017
	Quoted Prices in Active Markets for Identical Items		Significant Other Observable Inputs		Significant Unobservable Inputs				Quoted Prices in Active Markets for Identical Items		Significant Other Observable Inputs		Significant Unobservable Inputs
Assets (Liabilities) at Fair Value	(Level 1)		(Level 2)		(Level 3)		Total		(Level 1)		(Level 2)		(Level 3)		Total
Foreign exchange forward contracts—Assets	$	—	$	1,664	$	—	$	1,664	$	—	$	0.1	$	—	$	0.1
Foreign exchange forward contracts—(Liabilities)		—		(511)		—		(511)		—		(2.5)		—		(2.5)
Foreign exchange cash flow hedges—Assets		—		11,018		—		11,018
Foreign exchange cash flow hedges—(Liabilities)										—		(11.1)		—		(11.1)
Interest rate swaps—Assets										—		3.0		—		3.0
Interest rate swaps—(Liabilities)										—		(0.1)		—		(0.1)
Cross currency swaps—Assets										—		10.8		—		10.8
Cross currency swaps—(Liabilities)										—		(28.3)		—		(28.3)
Total fair value	$	—	$	12,171	$	—	$	12,171	$	—	$	(28.1)	$	—	$	(28.1)

The Company uses an income approach to value its derivative instruments, utilizing discounted cash flow techniques, considering the terms of the contract and observable market information available as of the reporting date, such as interest rate yield curves and currency spot and forward rates. Significant inputs to the valuation for these derivative instruments are obtained from broker quotations or from listed or over-the-counter market data, and are classified as Level 2 in the fair value hierarchy.

Table of Contents

Fair Value of Debt Instruments

The following table presents the estimated fair value of the Company’s outstanding debt not carried at fair value as of September 30, ~~2017~~2018 and December 31, ~~2016,~~2017, respectively:

As of

As of


September 30, 2017

December 31, 2016

2025 Senior Notes

$
515,625

$
—

2022 Senior Notes

USD Notes

—

315,000

Euro Notes

—

424,437

2024 Term Loan B

707,441

—

2021 Term Loan B

—

498,041

Total fair value

$
1,223,066

$
1,237,478


	As of		As of
	September 30, 2018		December 31, 2017
2025 Senior Notes	$	483.3	$	518.8
2024 Term Loan B		694.3		705.7
Total fair value	$	1,177.6	$	1,224.5

The fair value of the Company’s debt facilities above (each Level 2 securities) is determined using over-the-counter market quotes and benchmark yields received from independent vendors.

There were no other significant financial instruments outstanding as of September 30, ~~2017~~2018 and December 31, ~~2016.~~

~~Table of Contents~~

2017.

NOTE 9—10—PROVISION FOR INCOME TAXES

Three Months Ended

Nine Months Ended

September 30,

September 30,


2017

2016

2017

2016

Effective income tax rate

20.0
%

19.2
%

21.1
%

21.7
%


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2018			2017			2018			2017
Effective income tax rate		20.5	%		20.0	%		18.0	%		21.1	%

Provision for income taxes for the three and nine months ended September 30, 2018 were $19.2 million, resulting in an effective tax rate of 20.5%, and $64.5 million, resulting in an effective tax rate of 18.0%, respectively. Provision for income taxes for the three and nine months ended September 30, 2017 were $8.3 million, resulting in an effective tax rate of ~~20.0%~~20%, and $56.4 million, resulting in an effective tax rate of 21.1%, respectively. Provision for income taxes for the three and nine months ended September 30, 2016 were $16.0 million, resulting in an effective tax rate of 19.2%, and $66.5 million, resulting in an effective tax rate of 21.7%, respectively.

~~While the~~The effective tax rate for the three and nine months ended September 30, ~~2017 and 2016 remained relatively consistent, the rate~~2018 was impacted by ~~non-recurring items~~the reduction in ~~both periods.~~ the U.S. federal corporate tax rate from 35% to 21%, effective January 1, 2018, in accordance with the enactment of the “Tax Cuts and Jobs Act” signed into law on December 22, 2017. The effective tax rate for these periods was also impacted by a lower proportion of income before taxes attributable to non-U.S. jurisdictions, where the statutory income tax rate is lower than the U.S. statutory income tax rate, as compared to the same periods in 2017.

The effective tax rate for the three and nine months ended September 30, 2017 was impacted by payments made of $10.9 million for the period ended September 30, 2017 related to a portion of the fees associated with the call premium paid to retire the Company’s 2022 Senior Notes, which are not anticipated to provide a tax benefit to the Company in the ~~future (refer to Note 5 for further information). The effective tax rate for~~future. Additionally, the ~~three and~~ nine months ended September 30, ~~2016~~2017 was impacted by ~~an impairment charge of $0.3~~the $9.3 million ~~and $13.2 million, respectively, for the estimated loss~~gain on sale of ~~Trinseo Brazil. Refer to Note 13 for further information.~~the Company’s 50% share in Sumika Styron Polycarbonate during the nine months ended September 30, 2017, which was exempt from tax.

NOTE ~~10—~~11—COMMITMENTS AND CONTINGENCIES

Environmental Matters

Accruals for environmental matters are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated based on current law, existing technologies and other information. Pursuant to the terms of the agreement associated with the Company’s formation, the pre-closing environmental conditions were retained by Dow, and Dow has agreed to indemnify the Company from and against all environmental liabilities incurred or relating to the predecessor periods. No environmental claims have been asserted or threatened against the Company, and the Company is not a potentially responsible party at any Superfund Sites. As of September 30, ~~2017~~2018 and December 31, ~~2016,~~2017, the Company had no accrued obligations for environmental remediation ~~and~~or restoration costs.

Inherent uncertainties exist in the Company’s potential environmental liabilities primarily due to unknown conditions, whether future claims may fall outside the scope of the indemnity, changing governmental regulations and legal standards regarding liability, and evolving technologies for handling site remediation and restoration. In connection with the Company’s existing indemnification, the possibility is considered remote that environmental remediation costs

Table of Contents

will have a material adverse impact on the condensed consolidated financial statements.

Purchase Commitments

In the normal course of business, the Company has certain raw material purchase contracts where it is required to purchase certain minimum volumes at current market prices. These commitments range from 1 to 54 years. In certain raw material purchase contracts, the Company has the right to purchase less than the required minimums and pay a liquidated damages fee, or, in case of a permanent plant shutdown, to terminate the contracts. In such cases, these obligations would be less than the annual commitment as disclosed in the ~~consolidated financial statements~~Notes to Consolidated Financial Statements included in the Annual Report.

Litigation Matters

From time to time, the Company may be subject to various legal claims and proceedings incidental to the normal conduct of business, relating to such matters as employees, product liability, antitrust/competition, past waste disposal practices and release of chemicals into the environment. While it is impossible at this time to determine with certainty the ultimate outcome of these routine claims, the Company does not believe that the ultimate resolution of these claims will have a material adverse effect on the Company’s results of operations, financial condition or cash flow. Legal costs, including those legal costs expected to be incurred in connection with a loss contingency, are expensed as incurred.

European Commission Request for Information

~~Table~~On June 6, 2018, Trinseo Europe GmbH, a subsidiary of ~~Contents~~the Company, received a Request for Information in the form of a 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 inappropriate activity. The Company is fully cooperating with the European Commission and has delivered all requested documents responsive to its information request.

Notwithstanding the delivery of the Company’s response to the European Commission, this matter remains open with the European Commission. Based on its findings, the European Commission may decide to: (i) require further information; (ii) conduct unannounced raids of the Company’s premises; (iii) adopt decisions imposing fines, interim measures to halt immediately any anti-competitive behavior, orders for the Company to cease anti-competitive activities, and/or certain behavioral or structural commitments from the Company; or (iv) take no further action. As a result of the above factors, the Company is unable to predict the ultimate outcome of this matter or estimate the range of reasonably possible losses that could be incurred. However, any potential losses incurred could be material to the Company’s results of operations, balance sheet, and cash flows for the period in which they are resolved or become probable and reasonably estimable.

NOTE ~~11—~~12—PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS

The components of net periodic benefit costs for all significant plans were as follows:


	Three Months Ended				Nine Months Ended					Three Months Ended				Nine Months Ended
	September 30,				September 30,					September 30,				September 30,
	2017		2016		2017		2016			2018		2017		2018		2017
Defined Benefit Pension Plans									Defined Benefit Pension Plans
Service cost	$	5,000	$	4,156	$	14,291	$	12,438	Service cost	$	3.0	$	5.0	$	9.2	$	14.3
Interest cost		1,184		1,391		3,376		4,160	Interest cost		1.2		1.2		3.7		3.4
Expected return on plan assets		(450)		(492)		(1,285)		(1,474)	Expected return on plan assets		(0.5)		(0.5)		(1.6)		(1.3)
Amortization of prior service credit		(503)		(488)		(1,456)		(1,459)	Amortization of prior service credit		(0.3)		(0.5)		(0.9)		(1.5)
Amortization of net loss		1,479		1,058		4,232		3,169	Amortization of net loss		0.8		1.5		2.7		4.3
Net settlement and curtailment loss(1)		—		—		129		—	Net settlement and curtailment loss(1)		—		—		—		0.1
Net periodic benefit cost	$	6,710	$	5,625	$	19,287	$	16,834	Net periodic benefit cost	$	4.2	$	6.7	$	13.1	$	19.3

(1)

Represents a settlement loss of approximately $0.5 million triggered by benefit payments exceeding the sum of service and interest cost for one of the Company’s pension plans in Switzerland, partially offset by a curtailment gain of approximately $0.4 million related to a reduction in the number of participants in the Company’s pension plan in Japan.

Three Months Ended

Nine Months Ended

September 30,

September 30,


2017

2016

2017

2016

Other Postretirement Plans


Service cost

$
53

$
67

$
161

$
196

Interest cost

63

135

189

385

Amortization of prior service cost

26

25

77

77

Amortization of net gain

(11)

(43)

(32)

(128)

Net periodic benefit cost

$
131

$
184

$
395

$
530

Table of Contents


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2018		2017		2018		2017
Other Postretirement Plans
Service cost	$	—	$	—	$	0.1	$	0.1
Interest cost		0.1		0.1		0.2		0.2
Amortization of prior service cost		—		—		0.1		0.1
Amortization of net gain		—		—		—		—
Net periodic benefit cost	$	0.1	$	0.1	$	0.4	$	0.4

In accordance with recently issued accounting standards, service cost related to the Company’s 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 (income), net” in the condensed consolidated statements of operations. Refer to Note 2 for further information.

As of September 30, ~~2017~~2018 and December 31, ~~2016,~~2017, the Company’s benefit obligations included primarily in “Other noncurrent obligations” in the condensed consolidated balance sheets were ~~$221.6~~$190.2 million and ~~$195.8~~$188.7 million, respectively. ~~The net periodic benefit costs are recognized in the condensed consolidated statement of operations as “Cost of sales” and “Selling, general and administrative expenses.”~~

The Company made cash contributions and benefit payments to unfunded plans of approximately ~~$1.7~~$1.3 million and ~~$11.9~~$4.4 million during the three and nine months ended September 30, ~~2017,~~2018, respectively. The Company expects to make additional cash contributions, including benefit payments to unfunded plans, of approximately ~~$4.0~~$1.9 million to its defined benefit plans for the remainder of ~~2017.~~2018.

NOTE ~~12—~~13—STOCK-BASED COMPENSATION

Refer to the Annual Report for definitions of capitalized terms not included herein and further background on the Company’s stock-based compensation programs included in the tables below.

~~Table of Contents~~

The following table summarizes the Company’s stock-based compensation expense for the three and nine months ended September 30, ~~2017~~2018 and ~~2016,~~2017, as well as unrecognized compensation cost as of September 30, ~~2017:~~2018:


									As of											As of
	Three Months Ended				Nine Months Ended				September 30, 2017			Three Months Ended				Nine Months Ended				September 30, 2018
	September 30,				September 30,				Unrecognized		Weighted	September 30,				September 30,				Unrecognized		Weighted
	2017		2016		2017		2016		Compensation Cost		Average Years	2018		2017		2018		2017		Compensation Cost		Average Years
RSUs	$	2,287	$	1,476	$	6,295	$	3,826	$	11,682	1.8	$	2.3	$	2.3	$	6.6	$	6.3	$	12.4	2.0
Options		454		733		3,661		4,867		1,659	1.4		0.5		0.5		3.9		3.7		1.8	1.3
PSUs		324		—		796		—		3,062	2.4		0.6		0.3		1.8		0.8		6.6	2.3
Restricted Stock Awards issued by Former Parent		—		3,817		—		6,149		—	—
Total Stock-based Compensation Expense	$	3,065	$	6,026	$	10,752	$	14,842
Total stock-based compensation expense												$	3.4	$	3.1	$	12.3	$	10.8

The following table summarizes awards granted and the respective ~~weighted-average~~weighted average grant date fair value for the nine months ended September 30, ~~2017:~~2018:


	Nine Months Ended				Nine Months Ended
	September 30, 2017				September 30, 2018
	Awards Granted		Weighted Average Grant Date Fair Value per Award		Awards Granted		Weighted Average Grant Date Fair Value per Award
RSUs		110,767	$	70.85		131,240	$	79.18
Options		192,546		20.61		202,963		22.29
PSUs		50,937		75.74		70,301		86.78

Table of Contents

Option Awards

The following are the ~~weighted-average~~weighted average assumptions used within the Black-Scholes pricing model for the Company’s option awards granted during the nine months ended September 30, ~~2017:~~2018:


	Nine Months Ended
	September 30,
	~~2017~~	2018
Expected term (in years)	5.50
Expected volatility	~~35.00~~32.00	%
Risk-free interest rate	~~2.19~~2.71	%
Dividend yield	2.00	%

Since the Company’s equity interests were privately held prior to its initial public offering (“IPO”) in June 2014, there is limited publicly ~~available trading~~traded history of the Company’s ordinary shares. Until such time that the Company can determine expected volatility based solely on the publicly traded history of its ordinary shares, expected volatility used in the Black-Scholes model for option awards granted is based on a combination of the Company’s historical volatility and similar companies’ stock that are publicly traded. The expected term of option awards represents the period of time that option awards granted are expected to be outstanding. For the option awards granted during the nine months ended September 30, ~~2017,~~2018, the simplified method was used to calculate the expected term, given the Company’s limited historical exercise data. The risk-free interest rate for the periods within the expected term of option awards is based on the U.S. Treasury yield curve in effect at the time of grant. The dividend yield is estimated based on historical and expected dividend activity.

Performance Share Units (PSUs)

The ~~Company~~following are the weighted average assumptions used within the Monte Carlo valuation model for PSUs granted ~~PSUs for the first time~~ during the nine months ended September 30, ~~2017.~~2018:


		Nine Months Ended
		September 30,
		2018
Expected term (in years)		3.00
Expected volatility		35.03	%
Risk-free interest rate		2.55	%
Share Price	$	79.42

Determining the fair value of PSUs requires considerable judgment, including estimating the expected volatility of the price of the Company’s ordinary shares, the correlation between the Company’s share price and that of its peer companies, and the expected rate of interest. The ~~PSUs, which are granted to executives, cliff vest~~expected volatility for each grant is determined based on the ~~third anniversary~~historical volatility of the ~~date~~Company’s ordinary shares. The expected term of ~~grant, generally subject to~~PSUs represents the executive remaining continuously employed by the Company through the vesting date and achieving certain performance conditions. The number of the PSUs that vest upon completion of the service period can range from 0 to 200 percent of the original grant, subject to certain limitations, contingent upon the Company’s total shareholder return (“TSR”) during the performance period relative to a pre-defined set of industry peer companies. Upon a termination of employment due

~~Table of Contents~~

to the executive’s death or retirement, or termination in connection with a change in control or other factors prior to the vesting date, the PSUs will vest in full or in part, depending on the type of termination and the achievementlength of the performance ~~conditions. Dividend equivalents will accumulate~~period. The risk-free interest rate is based on ~~PSUs during~~ the ~~vesting period, will be paid~~U.S. Treasury yield curve in ~~cash upon vesting, and do not accrue interest. When PSUs vest,~~effect at the time of grant for a duration equivalent to the performance period. The share price is the closing price of the Company’s ordinary shares ~~will be issued from~~on the ~~existing pool of treasury shares. The fair value for PSU awards is computed using a Monte Carlo valuation model.~~grant date.

NOTE ~~13—~~14—ACQUISITIONS AND DIVESTITURES

Acquisition of API Plastics

On July 10, 2017, the Company acquired 100% of the equity interests of API Applicazioni Plastiche Industriali S.p.A or (“API ~~Plastics,~~Plastics”), a privately held company. The gross purchase price for the acquisition was ~~$90.5~~$90.6 million, inclusive of $8.4 million of cash acquired, yielding a net purchase price of ~~$82.1~~$82.3 million. ~~These amounts are subject to certain customary post-closing adjustments.~~ During the nine months ended September 30, 2017, the Company paid $79.7 million for this acquisition, ~~leaving~~with an additional ~~$2.4~~$2.6 million ~~of unpaid purchase price accrued, which is expected to be~~ paid during the fourth quarter of 2017. API Plastics, based in Mussolente, Italy, is a manufacturer of soft-touch polymers and bioplastics, such as thermoplastic elastomers (“TPEs”)~~. TPEs can be molded over rigid plastics such as ABS and PC/ABS, which presents opportunities for complementary technology product offerings~~, whose results are included within ~~our~~the Company’s Performance Plastics segment. ~~The acquisition was funded through existing cash on hand.~~

The Company allocated the purchase price of the acquisition to identifiable assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date. ~~The excess of~~There were no changes made to the purchase price ~~over~~allocation during the ~~aggregate fair values was recorded as goodwill. The Company calculated the fair value~~nine months ended September 30, 2018. As of the assets acquired using the income and cost approaches (or a combination thereof). Fair values were determined based on Level 3 inputs including estimated future cash flows, discount rates, royalty rates, growth rates, sales projections, retention rates and terminal values, all of which require significant management judgment.

~~The purchase price allocation is based upon preliminary information and is subject to change if additional information about the facts and circumstances that existed at~~September 30, 2018, the acquisition ~~date becomes available. Additional information is being gathered~~measurement period for API Plastics has ended and the values assigned to finalize these preliminary measurements, particularly with respect to property, plant and equipment, intangible assets, inventory, deferred income taxes and income taxes payable. Further adjustments may be necessary as a result of the Company’s on-going assessment of additional information related to the fair value of assets acquired and liabilities assumed, including goodwill, during the measurement period.

~~Table of Contents~~

~~The following table summarizes the preliminary fair value measurement of~~ the assets acquired and liabilities assumed ~~as of the date of acquisition:~~

July 10,

2017

Cash and cash equivalents

$
8,431

Accounts receivable

16,484

Inventories

10,282

Other current assets

728

Property, plant, and equipment

24,146

Other intangible assets(1)

Customer relationships

14,000

Developed technology

11,500

Other amortizable intangible assets

2,700

Total fair value of assets acquired

$
88,271

Accounts payable

$
12,219

Income taxes payable

202

Accrued expenses and other current liabilities

1,416

Deferred income tax liabilities—noncurrent

11,262

Other noncurrent obligations

1,277

Total fair value of liabilities assumed

$
26,376

Net identifiable assets acquired

$
61,895

Goodwill(2)

28,598

Net assets acquired

$
90,493

~~(1)~~

~~The expected lives of the acquired intangible assets are 19 years for customer relationships, 9 years for developed technology, and 3 years for other amortizable intangible assets.~~

~~(2)~~

Goodwill consists of expected operating synergies resulting from combining API Plastics with our existing businesses, and is allocated entirely to the Performance Plastics segment. None of the goodwill related to this acquisition will be deductible for income tax purposes.

~~During the three and nine months ended September 30, 2017, transaction~~are final. Transaction and integration costs related to advisory and professional fees incurred in conjunction with the API Plastics acquisition were ~~$2.4~~$0.1 million and $0.6 million during the three and nine months ended September 30, 2018, respectively, compared to $2.4 and $3.5 million ~~respectively, and were included within “Selling, general and administrative expenses” in the condensed consolidated statement of operations. Additionally,~~ during the three and nine months ended September 30, 2017, the Company recorded a $1.3 million non-cash fair value inventory adjustment related to the API Plastics acquisition which was included within “Cost of sales” in the condensed consolidated statement of operations.

Pro forma results of operations information has not been presented, as the effect of the API Plastics acquisition is not material. The operating results of API Plastics are included within the Company's condensed consolidated statement of operations since the acquisition date of July 10, 2017respectively, and were ~~not material to the Company's results for the three and nine months ended September 30, 2017.~~

~~Divestiture of Brazil Business~~

During the second quarter of 2016, the Company signed a definitive agreement to sell Trinseo do Brasil Comercio de Produtos Quimicos Ltda. (“Trinseo Brazil”), its primary operating entity in Brazil, including both a latex binders and automotive business. The sale closed on October 1, 2016.

As a result of this agreement, during the three and nine months ended September 30, 2016, the Company recorded impairment charges for the estimated loss on sale of approximately $0.3 million, and $13.2 million, respectively, within “Other expense (income), net” in the condensed consolidated statement of operations. The $13.2 million charge was allocated as $8.4 million, $4.2 million, and $0.6 million to the Performance Plastics segment, Latex Binders segment, and Corporate, respectively. During the year ended December 31, 2016, the Company received $1.8 million in proceeds

2524

Table of Contents

~~from~~included within “Selling, general and administrative expenses” in the ~~sale~~condensed consolidated statements of ~~these businesses, with an additional $1.7 million received during~~operations. Refer to the ~~nine months ended September 30, 2017.~~Annual Report for further information.

NOTE ~~14—~~15—SEGMENTS

Through December 31, 2017, the Company operated under two divisions: Performance Materials and Basic Plastics & Feedstocks. The Performance Materials division included the following reporting segments: Latex Binders, Synthetic Rubber, and Performance Plastics. The Basic Plastics & Feedstocks division included the following reporting segments: Basic Plastics, Feedstocks, and Americas Styrenics.

Effective ~~October~~January 1, ~~2016,~~2018, the Company realigned its reporting segments to reflect the new model under which the business iswill be managed and results ~~are~~will be reviewed by the chief executive officer, who is the Company’s chief operating decision maker. ~~This change in~~Under this new segmentation, the Company will no longer have divisions, but will continue to report operating results for six segments, ~~was made to provide increased clarity~~four of which remain unchanged from the Company’s prior segmentation: Latex Binders, Synthetic Rubber, Feedstocks, and ~~understanding around the indicators of profitability and cash flow~~Americas Styrenics. The results of the ~~Company. The previous Basic Plastics & Feedstocks segment was split into three new segments: Basic Plastics,~~Company’s Polystyrene business, which includes polystyrene, copolymers, and polycarbonate; Feedstocks, which represents the Company’s styrene monomer business; and Americas Styrenics, which reflects the equity earnings from its 50%-owned styrenics joint venture. In addition, certain highly differentiated ~~acrylonitrile-butadiene-styrene, or~~ ~~ABS, supplied into Performance Plastics markets, which was~~were previously included inwithin the results of the Basic Plastics ~~& Feedstocks, is~~segment, are now ~~included in~~reported as a stand-alone segment. Performance ~~Plastics. Finally, the Latex segment was renamed to Latex Binders. In conjunction with the segment realignment, the Company also changed its primary measure~~Plastics, which previously consisted of ~~segment operating performance from EBITDA to Adjusted EBITDA. Refer~~compounds, blends, and ABS products sold to the ~~discussion below for further information about Adjusted EBITDA.~~

automotive market, now includes the remaining portion of the Company’s ABS business, as well as the results of the Company’s SAN and PC businesses. This segmentation change will provide enhanced clarity to investors by concentrating the Company’s more specialized plastics into a single reporting segment, while also reducing complexity as PC and ABS are the primary inputs into the downstream production of the Company’s compounds and blends. The information in the tables below has been retroactively adjusted to reflect the changes in reporting ~~segments and segment operating performance.~~segments.

The Latex Binders segment produces styrene-butadiene latex or (“SB ~~latex,~~latex”) and other latex polymers and binders, primarily for coated paper and packaging board, carpet and artificial turf backings, as well as a number of performance latex binders applications, such as adhesive, building and construction and the technical textile paper market. The Synthetic Rubber segment produces synthetic rubber products used predominantly in high-performance tires, impact modifiers and technical rubber products, such as conveyer belts, hoses, seals and gaskets. The Performance Plastics segment produces highly engineered compounds and blends, and ~~some specialized~~also includes the Company’s ABS, ~~grades for automotive end markets, as well as consumer electronics, medical, electrical~~SAN, and ~~lighting, collectively consumer essential markets, or CEM.~~PC businesses. The ~~Basic~~Performance Plastics segment, ~~produces styrenic polymers, including polystyrene, basic ABS, and styrene-acrylonitrile, or SAN, products,~~ as ~~well as polycarbonate, or PC, all of which are used as inputs in a variety of end use markets. The Basic Plastics segment~~recast, also included the results of ~~our~~the Company’s previously 50%-owned joint venture, Sumika Styron Polycarbonate, until the Company sold its share in the entity in January 2017 (refer to Note 34 for further information). Polystyrene is a stand-alone reporting segment, and includes a variety of general purpose polystyrenes (“GPPS”) and polystyrene that has been modified with polybutadiene rubber to increase its impact resistant properties (“HIPS”). The Feedstocks segment includes the Company’s production and procurement of styrene monomer outside of North America, which is used as a key raw material in many of the Company’s products, including polystyrene, SB latex, ABS resins, solution styrene-butadiene rubber ~~or SSBR,~~(“SSBR”), etc. Lastly, the Americas Styrenics segment consists solely of the operations of ~~our~~the Company’s 50%-owned joint venture, Americas Styrenics, a producer of both styrene monomer and polystyrene in North America.

Asset ~~capital expenditure,~~ and intersegment sales information by reporting segment is not regularly reviewed or included with the Company’s reporting to the chief operating decision maker. Therefore, ~~the Company~~this information has not been disclosed ~~this information for each reportable segment.~~below.

2625

Table of Contents


	Performance Materials						Basic Plastics & Feedstocks
	Latex		Synthetic		Performance		Basic				Americas		Corporate				Latex		Synthetic		Performance						Americas		Corporate
Three Months Ended	Binders		Rubber		Plastics		Plastics		Feedstocks		Styrenics		Unallocated		Total		Binders		Rubber		Plastics		Polystyrene		Feedstocks		Styrenics		Unallocated		Total
September 30, 2018
Sales to external customers																	$	278.0	$	137.7	$	400.7	$	252.3	$	131.0	$	—	$	—	$	1,199.7
Equity in earnings of unconsolidated affiliates																		—		—		—		—		—		34.5		—		34.5
Adjusted EBITDA(1)																		24.7		15.5		43.8		5.0		40.3		34.5
Investment in unconsolidated affiliates																		—		—		—		—		—		180.8		—		180.8
Depreciation and amortization																		6.2		10.6		6.9		2.9		2.9		—		2.3		31.8
September 30, 2017
Sales to external customers	$	266,260	$	118,684	$	206,999	$	393,622	$	111,017	$	—	$	—	$	1,096,582	$	266.3	$	118.7	$	362.2	$	238.4	$	111.0	$	—	$	—	$	1,096.6
Equity in earnings of unconsolidated affiliates		—		—		—		—		—		43,807		—		43,807		—		—		—		—		—		43.8		—		43.8
Adjusted EBITDA(1)		32,343		(5,579)		29,436		42,062		45,597		43,807						32.3		(5.6)		62.4		9.1		45.6		43.8
Investment in unconsolidated affiliates		—		—		—		—		—		161,883		—		161,883		—		—		—		—		—		161.9		—		161.9
Depreciation and amortization		6,046		8,960		4,102		4,274		3,603		—		2,191		29,176		6.0		9.0		5.3		3.1		3.6		—		2.2		29.2
September 30, 2016
Sales to external customers	$	242,600	$	112,690	$	175,355	$	323,729	$	81,036	$	—	$	—	$	935,410
Equity in earnings of unconsolidated affiliates		—		—		—		2,356		—		34,330		—		36,686
Adjusted EBITDA(1)		29,815		28,491		30,187		34,134		12,729		34,330
Investment in unconsolidated affiliates		—		—		—		38,197		—		148,802		—		186,999
Depreciation and amortization		5,742		9,138		1,372		4,057		2,446		—		1,016		23,771


	Performance Materials						Basic Plastics & Feedstocks
	Latex		Synthetic		Performance		Basic				Americas		Corporate				Latex		Synthetic		Performance						Americas		Corporate
Nine Months Ended	Binders		Rubber		Plastics		Plastics		Feedstocks		Styrenics		Unallocated		Total		Binders		Rubber		Plastics		Polystyrene		Feedstocks		Styrenics		Unallocated		Total
September 30, 2017
September 30, 2018
Sales to external customers	$	846,721	$	456,055	$	581,724	$	1,156,831	$	304,940	$	—	$	—	$	3,346,271	$	814.2	$	442.2	$	1,216.2	$	777.5	$	307.7	$	—	$	—	$	3,557.8
Equity in earnings (losses) of unconsolidated affiliates		—		—		—		810		—		92,219		—		93,029
Equity in earnings of unconsolidated affiliates																		—		—		—		—		—		113.3		—		113.3
Adjusted EBITDA(1)		105,228		68,381		79,799		112,691		86,342		92,219						88.2		71.6		158.2		28.0		114.3		113.3
Investment in unconsolidated affiliates		—		—		—		—		—		161,883		—		161,883		—		—		—		—		—		180.8		—		180.8
Depreciation and amortization		17,469		26,027		8,947		12,094		9,172		—		6,511		80,220		18.6		33.1		20.0		8.6		8.9		—		6.8		96.0
September 30, 2016
September 30, 2017
Sales to external customers	$	684,552	$	326,278	$	527,875	$	1,029,683	$	230,800	$	—	$	—	$	2,799,188	$	846.7	$	456.1	$	1,038.4	$	700.2	$	304.9	$	—	$	—	$	3,346.3
Equity in earnings (losses) of unconsolidated affiliates		—		—		—		5,375		—		104,939		—		110,314
Equity in earnings of unconsolidated affiliates																		—		—		0.8		—		—		92.2		—		93.0
Adjusted EBITDA(1)		70,042		81,787		103,745		115,050		66,087		104,939						105.2		68.4		162.9		29.6		86.3		92.2
Investment in unconsolidated affiliates		—		—		—		38,197		—		148,802		—		186,999		—		—		—		—		—		161.9		—		161.9
Depreciation and amortization		17,904		26,073		4,505		11,581		8,071		—		3,610		71,744		17.5		26.0		13.7		7.3		9.2		—		6.4		80.1

(1)The Company’s primary measure of segment operating performance is Adjusted EBITDA, which is defined 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; ~~restructuring;~~restructuring charges; acquisition related costs and other items. Segment Adjusted EBITDA is a key metric that is used by management to evaluate business performance in comparison to budgets, forecasts, and prior year financial results, providing a measure that management believes reflects core operating performance by removing the impact of transactions and events that would not be considered a part of core operations. Adjusted EBITDA is useful for analytical purposes; however, it should not be considered an alternative to the Company’s reported GAAP results, as there are limitations in using such financial measures. Other companies in the industry may define Segment Adjusted EBITDA differently than the Company, and as a result, it may be difficult to use Segment Adjusted EBITDA, or similarly named financial measures, that other companies may use to compare the performance of those companies to the Company’s segment performance.

2726

Table of Contents

The reconciliation of income before income taxes to Segment Adjusted EBITDA is as follows:


	Three Months Ended				Nine Months Ended				Three Months Ended				Nine Months Ended
	September 30,				September 30,				September 30,				September 30,
	2017		2016		2017		2016		2018		2017		2018		2017
Income before income taxes	$	41,515	$	83,254	$	267,068	$	306,305	$	93.9	$	41.5	$	357.8	$	267.1
Interest expense, net		18,436		18,832		55,355		56,542		10.1		18.4		35.8		55.4
Depreciation and amortization		29,176		23,771		80,220		71,744		31.8		29.2		96.0		80.1
Corporate Unallocated(2)		21,864		26,397		70,888		72,766		20.9		21.8		65.6		70.8
Adjusted EBITDA Addbacks(3)		76,675		17,432		71,129		34,293		7.1		76.7		18.4		71.2
Segment Adjusted EBITDA	$	187,666	$	169,686	$	544,660	$	541,650	$	163.8	$	187.6	$	573.6	$	544.6

(2)Corporate unallocated includes corporate overhead costs and certain other income and expenses.

(3)Adjusted EBITDA addbacks for the three and nine months ended September 30, ~~2017~~2018 and ~~2016~~2017 are as follows:

Three Months Ended

Nine Months Ended

September 30,

September 30,

(in millions)

2017

2016

2017

2016

Loss on extinguishment of long-term debt (Note 5)

$
65.3

$
—

$
65.3

$
—

Net loss (gain) on disposition of businesses and assets (Notes 3 and 13)

0.2

0.3

(9.7)

13.2

Restructuring and other charges (Note 15)

1.5

16.8

4.8

18.6

Acquisition transaction and integration costs (Note 13)

3.8

—

4.9

—

Asset impairment charges or write-offs(a)

4.3

—

4.3

—

Other items(b)

1.6

0.3

1.6

2.5

Total Adjusted EBITDA Addbacks

$
76.7

$
17.4

$
71.2

$
34.3


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2018		2017		2018		2017
Loss on extinguishment of long-term debt (Note 6)	$	—	$	65.3	$	0.2	$	65.3
Net loss (gain) on disposition of businesses and assets (Note 4)		—		0.2		(0.5)		(9.7)
Restructuring and other charges (Note 16)		0.9		1.5		2.6		4.8
Acquisition transaction and integration costs (Note 14)		0.1		3.8		0.6		4.9
Asset impairment charges or write-offs(a)		—		4.3		—		4.3
Other items(b)		6.1		1.6		15.5		1.6
Total Adjusted EBITDA Addbacks	$	7.1	$	76.7	$	18.4	$	71.2

(a)

Asset impairment charges for the three and nine months ended September 30, 2017 primarily relate to the impairment of certain long-lived assets in the Company’s Performance Plastics segment.

(b)

Other items for the three and nine months ended September 30, 2018 primarily relate to advisory and professional fees incurred in conjunction with the Company’s initiative to transition business services from Dow, including certain administrative services such as accounts payable, logistics, and IT services. Also included within other items for the nine months ended September 30, 2018 are fees incurred in conjunction with the Company’s 2024 Term Loan B repricing which was completed during the second quarter of 2018. Other items for the three and nine months ended September 30, 2017 primarily relate to fees incurred in conjunction with the Company’s debt refinancing which was completed during the third quarter of 2017 (refer to Note 5 for further information). Other items for the three and nine months ended September 30, 2016 primarily relate to fees incurred in conjunction with the Company’s secondary offerings completed during these periods.2017.

~~Table of Contents~~

NOTE ~~15—~~16—RESTRUCTURING

Refer to the Annual Report for further details regarding the Company’s previously announced restructuring activities included in the tables ~~below. New restructuring activities are discussed in greater detail~~ below. Restructuring charges are included within “Selling, general and administrative expenses” in the condensed consolidated ~~statement~~statements of operations.

Table of Contents

The following table provides detail of the Company’s restructuring charges for the three and nine months ended September 30, ~~2017~~2018 and ~~2016:~~2017:


	Three Months Ended				Nine Months Ended				Cumulative			Three Months Ended				Nine Months Ended				Cumulative
	September 30,				September 30,				Life-to-date			September 30,				September 30,				Life-to-date
	2017		2016		2017		2016		Charges		Segment	2018		2017		2018		2017		Charges		Segment
Terneuzen Compounding Restructuring(1)
Asset impairment/accelerated depreciation	$	614	$	—	$	1,745	$	—	$	1,745		$	0.3	$	0.6	$	0.8	$	1.7	$	2.9
Employee termination benefits		170		—		326		—		326			0.1		0.2		0.5		0.3		0.9
Contract terminations		—		—		590		—		590			—		—		—		0.6		0.6
Decommissioning and other		192		—		192		—		818			0.3		0.2		0.5		0.2		1.3
Terneuzen Subtotal	$	976	$	—	$	2,853	$	—	$	3,479	Performance Plastics	$	0.7	$	1.0	$	1.8	$	2.8	$	5.7	Performance Plastics
Livorno Plant Restructuring(2)
Asset impairment/accelerated depreciation	$	—	$	14,345	$	—	$	14,345	$	14,345		$	—	$	—	$	0.4	$	—	$	14.7
Employee termination benefits		220		1,405		579		1,405		5,211			—		0.2		—		0.6		5.4
Contract terminations		—		269		—		269		269			—		—		—		—		0.3
Decommissioning and other		633		64		1,695		64		2,372			0.2		0.6		0.6		1.7		3.6
Livorno Subtotal	$	853	$	16,083	$	2,274	$	16,083	$	22,197	Latex Binders	$	0.2	$	0.8	$	1.0	$	2.3	$	24.0	Latex Binders
Other Restructurings		288		759		1,453		2,989			Various		0.3		0.3		0.7		1.5			Various
Total Restructuring Charges	$	2,117	$	16,842	$	6,580	$	19,072				$	1.2	$	2.1	$	3.5	$	6.6

(1)

In March 2017, the Company announced plans to upgrade its production capability for compounded resins with the construction of a new state-of-the art compounding facility to replace its existing compounding facility in Terneuzen, The Netherlands. The new facility is expected to ~~start up~~be operational by the end of 2018 with ongoing customer qualifications into early 2019. Further, substantive production at the existing facility is expected to cease ~~by December 2018,~~during the first half of 2019, followed by decommissioning activities in ~~2019.~~2019 and 2020. The Company expects to incur incremental accelerated depreciation charges of approximately ~~$1.9~~$0.3 million through the end of 2018, as well as ~~estimated~~ decommissioning and other charges of approximately ~~$1.2~~$0.6 million throughout 2019, the majority of which are expected to be paid ~~in late 2018 and~~ throughout 2019.

(2)

In August 2016, the Company announced its plan to cease manufacturing activities at its latex binders manufacturing facility in Livorno, Italy. Production at the facility ceased in October 2016 and decommissioning activities began in the fourth quarter of 2016. In June 2018, the Company entered into a preliminary agreement to sell the land where the former facility is located, subject to certain activities being completed prior to closing. In conjunction with the execution of this agreement, the Company received approximately $1.3 million of the purchase price as a prepayment, which has been deferred and recorded within “Accrued expenses and other current liabilities” on the condensed consolidated balance sheet as of September 30, 2018. The Company expects to incur incremental employee termination benefit charges of $0.2 million throughout 2017, which are expected to be paid in early 2018. The Company also expects to incur additional decommissioning costs associated with this plant shutdown in 2017,record an immaterial gain on sale when the ~~cost of which will be expensed as incurred.~~transaction is completed.

Furthermore, as this sale is considered probable within one year of the balance sheet date, the Company recorded the $12.2 million of land as held-for-sale within “Other current assets”, as well as a deferred tax liability associated with that land of $2.9 million as held-for-sale within “Accrued expenses and other current liabilities”, on the condensed consolidated balance sheet as of September 30, 2018. The Company will continue to incur additional decommissioning costs associated with this plant shutdown through the closing date of the sale, the cost of which will be expensed as incurred.

Table of Contents

The following table provides a ~~rollforward~~roll forward of the liability balances associated with the Company’s restructuring activities as of September 30, ~~2017.~~2018. Employee termination benefit and contract termination charges are recorded within “Accrued expenses and other current liabilities” in the condensed consolidated balance ~~sheet.~~sheets.


	Balance at						Balance at		Balance at						Balance at
	December 31, 2016		Expenses		Deductions(1)		September 30, 2017		December 31, 2017		Expenses		Deductions(1)		September 30, 2018
Employee termination benefits	$	5,021	$	2,492	$	(5,674)	$	1,839	$	1.4	$	0.5	$	(0.9)	$	1.0
Contract terminations		269		590		(122)		737		0.6		—		—		0.6
Decommissioning and other		—		2,474		(2,474)		—		—		1.8		(1.8)		—
Total	$	5,290	$	5,556	$	(8,270)	$	2,576	$	2.0	$	2.3	$	(2.7)	$	1.6

(1)

~~Includes primarily~~Primarily includes payments made against the existing accrual, as well as immaterial impacts of foreign currency remeasurement.

~~Table of Contents~~

NOTE ~~16—~~17—ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The components of AOCI, net of income taxes, consisted of:


	Cumulative		Pension & Other						Cumulative		Pension & Other
	Translation		Postretirement Benefit			Cash Flow			Translation		Postretirement Benefit			Cash Flow
Three Months Ended September 30, 2017 and 2016	Adjustments		Plans, Net			Hedges, Net	Total
Three Months Ended September 30, 2018 and 2017									Adjustments		Plans, Net			Hedges, Net	Total
Balance as of June 30, 2018									$	(112.7)	$	(43.8)	$	8.6	$	(147.9)
Other comprehensive income (loss)										(4.6)		—		1.6		(3.0)
Amounts reclassified from AOCI to net income (1)										—		0.6		0.5		1.1
Balance as of September 30, 2018									$	(117.3)	$	(43.2)	$	10.7	$	(149.8)

Balance as of June 30, 2017	$	(95,747)	$	(61,332)	$	(5,504)	$	(162,583)	$	(95.8)	$	(61.3)	$	(5.5)	$	(162.6)
Other comprehensive income (loss)		(1,561)		—		(6,387)		(7,948)
Other comprehensive loss										(1.6)		—		(6.4)		(8.0)
Amounts reclassified from AOCI to net income (1)		—		840		2,672		3,512		—		0.8		2.7		3.5
Balance as of September 30, 2017	$	(97,308)	$	(60,492)	$	(9,219)	$	(167,019)	$	(97.4)	$	(60.5)	$	(9.2)	$	(167.1)

Balance as of June 30, 2016	$	(106,702)	$	(45,887)	$	4,173	$	(148,416)
Other comprehensive income (loss)		1,488		—		(2,035)		(547)
Amounts reclassified from AOCI to net income (1)		—		533		(245)		288
Balance as of September 30, 2016	$	(105,214)	$	(45,354)	$	1,893	$	(148,675)


	Cumulative		Pension & Other						Cumulative		Pension & Other
	Translation		Postretirement Benefit		Cash Flow				Translation		Postretirement Benefit		Cash Flow
Nine Months Ended September 30, 2017 and 2016	Adjustments		Plans, Net		Hedges, Net		Total
Nine Months Ended September 30, 2018 and 2017									Adjustments		Plans, Net		Hedges, Net		Total
Balance at December 31, 2017									$	(94.5)	$	(45.0)	$	(6.1)	$	(145.6)
Other comprehensive income (loss)										(22.8)		—		10.1		(12.7)
Amounts reclassified from AOCI to net income (1)										—		1.8		6.7		8.5
Balance at September 30, 2018									$	(117.3)	$	(43.2)	$	10.7	$	(149.8)

Balance as of December 31, 2016	$	(118,922)	$	(63,504)	$	12,272	$	(170,154)	$	(119.0)	$	(63.5)	$	12.3	$	(170.2)
Other comprehensive income (loss)		21,614		—		(20,703)		911		21.6		—		(20.7)		0.9
Amounts reclassified from AOCI to net income (1)		—		3,012		(788)		2,224		—		3.0		(0.8)		2.2
Balance as of September 30, 2017	$	(97,308)	$	(60,492)	$	(9,219)	$	(167,019)	$	(97.4)	$	(60.5)	$	(9.2)	$	(167.1)

Balance as of December 31, 2015	$	(109,120)	$	(46,166)	$	5,569	$	(149,717)
Other comprehensive income (loss)		3,906		(800)		(3,060)		46
Amounts reclassified from AOCI to net income (1)		—		1,612		(616)		996
Balance as of September 30, 2016	$	(105,214)	$	(45,354)	$	1,893	$	(148,675)

(1)

The following is a summary of amounts reclassified from AOCI to net income for the three and nine months ended September 30, ~~2017~~2018 and ~~2016, respectively:~~2017:

3029

Table of Contents


	Amount Reclassified from AOCI				Amount Reclassified from AOCI					Amount Reclassified from AOCI				Amount Reclassified from AOCI
AOCI Components	Three Months Ended September 30,				Nine Months Ended September 30,				Statement of Operations	Three Months Ended September 30,				Nine Months Ended September 30,				Statements of Operations
	2017		2016		2017		2016		Classification	2018		2017		2018		2017		Classification
Cash flow hedging items
Foreign exchange cash flow hedges	$	2,666	$	(245)	$	(794)	$	(616)	Cost of sales	$	0.6	$	2.7	$	6.8	$	(0.8)	Cost of sales
Interest rate swaps		6		—		6		—	Interest expense, net		(0.1)		—		(0.1)		—	Interest expense, net
Total before tax		2,672		(245)		(788)		(616)			0.5		2.7		6.7		(0.8)
Tax effect		—		—		—		—	Provision for income taxes		—		—		—		—	Provision for income taxes
Total, net of tax	$	2,672	$	(245)	$	(788)	$	(616)		$	0.5	$	2.7	$	6.7	$	(0.8)

Amortization of pension and other postretirement benefit plan items
Prior service credit	$	(477)	$	(461)	$	(1,379)	$	(1,382)	(a)	$	(0.2)	$	(0.5)	$	(0.7)	$	(1.4)	(a)
Net actuarial loss		1,697		1,250		4,886		3,770	(a)		1.0		1.7		3.2		4.9	(a)
Net settlement and curtailment loss		—		—		648		—	(a)		—		—		—		0.6	(a)
Total before tax		1,220		789		4,155		2,388			0.8		1.2		2.5		4.1
Tax effect		(380)		(256)		(1,143)		(776)	Provision for income taxes		(0.2)		(0.4)		(0.7)		(1.1)	Provision for income taxes
Total, net of tax	$	840	$	533	$	3,012	$	1,612		$	0.6	$	0.8	$	1.8	$	3.0

(a)

These AOCI components are included in the computation of net periodic benefit costs (see Note ~~11)~~12).

NOTE ~~17—~~18—EARNINGS PER SHARE

Basic earnings per ordinary share (“basic EPS”) is computed by dividing net income available to ordinary shareholders by the weighted average number of the Company’s ordinary shares outstanding for the applicable period. Diluted earnings per ordinary share (“diluted EPS”) is calculated using net income available to ordinary shareholders divided by diluted ~~weighted-average~~weighted average ordinary shares outstanding during each period, which includes unvested RSUs, option awards, and PSUs. Diluted EPS considers the impact of potentially dilutive securities except in periods in which there is a loss because the inclusion of the potential ordinary shares would have an anti-dilutive effect.

The following table presents basic EPS and diluted EPS for the three and nine months ended September 30, ~~2017~~2018 and ~~2016, respectively.~~

2017:


	Three Months Ended				Nine Months Ended				Three Months Ended				Nine Months Ended
	September 30,				September 30,				September 30,				September 30,
(in thousands, except per share data)	2017		2016		2017		2016
(in millions, except per share data)									2018		2017		2018		2017
Earnings:
Net income	$	33,215	$	67,254	$	210,668	$	239,805	$	74.7	$	33.2	$	293.3	$	210.7
Shares:
Weighted-average ordinary shares outstanding		43,745		45,865		43,900		47,152
Weighted average ordinary shares outstanding										42.6		43.7		43.0		43.9
Dilutive effect of RSUs, option awards, and PSUs(1)		1,037		1,096		1,146		889		0.7		1.1		0.9		1.1
Diluted weighted-average ordinary shares outstanding		44,782		46,961		45,046		48,041
Diluted weighted average ordinary shares outstanding										43.3		44.8		43.9		45.0
Income per share:
Income per share—basic	$	0.76	$	1.47	$	4.80	$	5.09	$	1.75	$	0.76	$	6.82	$	4.80
Income per share—diluted	$	0.74	$	1.43	$	4.68	$	4.99	$	1.72	$	0.74	$	6.68	$	4.68

*(1) Refer to Note 1213 for discussion of RSUs, option awards, and PSUs granted to certain Company directors and employees. The number of anti-dilutive shares that have been excluded infrom the computation of diluted earnings per share ~~were~~was 0.2 million for both the three and nine months ended September 30, 2018, respectively, and 0.2 million for both the three and nine months ended September 30, 2017, ~~respectively, and zero for both the three and nine months ended September 30, 2016,~~ respectively.

3130

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

~~2017~~2018 Year-to-Date Highlights

InDuring the ~~third quarter of 2017,~~three and nine months ended September 30, 2018, Trinseo recognized net income of ~~$33.2~~$74.7 million and $293.3 million, respectively, and Adjusted EBITDA of ~~$165.8 million. On a year-to-date basis, we recognized net income of $210.7~~$142.9 million and ~~Adjusted EBITDA of $473.8 million.~~$508.0 million, respectively. Refer to “Non-GAAP Performance Measures” below for further discussion of our use of non-GAAP measures in evaluating our performance and a reconciliation of these measures. Other highlights for the year are described below.

~~2017 Debt Refinancing~~Term Loan Repricing

During the ~~three and nine months ended September 30, 2017,~~second quarter of 2018, the Company executed a ~~refinancing~~repricing of its ~~debt, including:~~

~~Issuing $500.0 million aggregate principal amount of 5.375% 2025 Senior Notes;~~

~~Entering the new Senior Credit Facility, which consists of the $375.0 million 2022 Revolving Facility and the $700.0 million 2024 Term Loan B, bearing an~~2024 Term Loan B, thereby reducing the stated interest rate ~~of LIBOR plus 2.50%, subject to a 0.00% LIBOR floor; and~~

Using the net proceeds from the above along with available cash to redeem all outstanding indebtedness under its existing 2022 Senior Notes and to repay all outstanding borrowings under its existing 2020 Senior Credit Facility, together with a $53.0 million call premium on the 2022 Senior Notes, accrued and unpaid interest, and fees and other expenses related to the refinancing.

~~Additionally,~~ on ~~September 1, 2017,~~this facility from LIBOR plus 2.50% to LIBOR plus 2.00% (subject to a 0.00% LIBOR floor in both instances). At current LIBO rates, the Company ~~entered into certain fixed-for-fixed cross currency swaps (CCS), swapping USD principal and interest payments on the newly issued 2025 Senior Notes for euro-denominated payments. Refer to Note 7 in the condensed consolidated financial statements for further details.~~

~~The Company~~ expects ~~the~~an aggregate cash interest savings from this repricing of $3.5 million annually.

New Segmentation

Through December 31, 2017, the ~~refinancing~~Company operated under six reporting segments: Latex Binders, Synthetic Rubber, Performance Plastics, Basic Plastics, Feedstocks, and ~~CCS~~Americas Styrenics. Effective January 1, 2018, the Company realigned its reporting segments to reflect the new model under which the business will be ~~approximately $25.0 million annually at current LIBO rates.~~managed and results will be reviewed by the chief executive officer, who is the Company’s chief operating decision maker.

~~As a result~~Under this new segmentation, we present operating results for six segments, four of which will remain unchanged from the Company’s prior segmentation: Latex Binders, Synthetic Rubber, Feedstocks, and Americas Styrenics. The results of our Polystyrene business, which was previously included within the results of the ~~refinancing,~~Basic Plastics segment, is now reported as a stand-alone segment. Performance Plastics, which previously consisted of compounds, blends, and ABS products sold to the ~~Company recorded~~automotive market, now includes the remaining portion of our ABS business, as well as the results of our SAN and PC businesses. This segmentation change provides enhanced clarity to investors by concentrating the Company’s more specialized plastics into a ~~loss on extinguishment~~single reporting segment, while also reducing complexity as PC and ABS are the primary inputs into the downstream production of ~~long-term debt~~our compounds and blends.

Prior period financial information included within this Quarterly Report has been recast from its previous presentation to reflect the Company’s new organizational structure.

SSBR Capacity Expansion and Pilot Plant

During the first quarter of ~~$65.3 million during the three and nine months ended September 30, 2017. Refer to Note 5 in the condensed consolidated financial statements for further information.~~

~~Acquisition of API Plastics~~

~~On July 10, 2017,~~2018, the Company completed the acquisition of API Applicazioni Plastiche Industriali S.p.A, or API Plastics, for a gross purchase price of $90.5 million, inclusive of $8.4 million of cash acquired, yielding a net purchase price of $82.1 million which is subject to certain customary post-closing adjustments. API Plastics, based in Mussolente, Italy, is a manufacturer of soft-touch polymers and bioplastics, such as thermoplastic elastomers, or TPEs. TPEs can be molded over rigid plastics such as ABS and PC/ABS, which presents opportunities for complementary technology product offerings within our Performance Plastics segment. Refer to Note 13 in the condensed consolidated financial statements for further information.

~~Sale of Sumika Styron Polycarbonate~~

~~On January 31, 2017, the Company completed the sale~~initial phase of its ~~50% share~~50kT SSBR capacity expansion at its Schkopau, Germany facility, and also opened a new SSBR pilot plant at this same facility which 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 Sumika Styron Polycarbonate to Sumitomo Chemical Company Limited for total sales proceeds of approximately $42.1 million. As a result, the Company recorded a gain on sale of $9.3 million during the nine months ended September 30, 2017. In addition, the parties have entered into a long-term agreement to continue sourcing polycarbonate resin from Sumika Styron Polycarbonate to the Company’s Performance Plastics segment.our industrial lines.

Share Repurchases and Dividends

In June 2017, the Company’s board of directors authorized an increase to our quarterly dividend, from $0.30 per share to $0.36 per share, a 20% increase. In addition, the board of directors authorized the repurchase of up to two

~~Table of Contents~~

~~million of the Company’s ordinary shares.~~

During the nine months ended September 30, ~~2017,~~2018, under existing authority from its board of directors, the Company purchased ~~1,038,259~~approximately 1.3 million ordinary shares from its shareholders through ~~a combination of~~ open market transactions for an aggregate purchase price of ~~$65.2~~$95.5 million. Additionally, during the nine months ended September 30, ~~2017,~~2018, the Company’s board of directors declared quarterly dividends for an aggregate value of ~~$1.02~~$1.16 per ordinary share, or ~~$45.8~~$50.3 million.

Table of Contents

Results of Operations

Results of Operations for the Three and Nine Months Ended September 30, ~~2017~~2018 and ~~2016~~2017

The table below sets forth our historical results of operations, and these results as a percentage of net sales for the periods indicated. As a result of accounting guidance adopted in 2018 related to pension accounting, certain prior period financial information included in the sections below has been recast to conform to the current year presentation. Refer to Note 2 in the condensed consolidated financial statements for further information.

References to portfolio adjustments below represent the impacts of the Company’s acquisition and divestiture activity, ~~including the sale of our business in Brazil during 2016, the sale of our joint venture Sumika Styron Polycarbonate during 2017, and~~primarily related to the acquisition of API Plastics ~~during~~which occurred in July 2017. Refer to the condensed consolidated financial statements for further information.


	Three Months Ended								Nine Months Ended									Three Months Ended							Nine Months Ended
	September 30,								September 30,									September 30,							September 30,
(in millions)	2017		%		2016		%		2017		%		2016		%		2018		%		2017		%		2018		%		2017		%
Net sales	$	1,096.6	100	%	$	935.4	100	%	$	3,346.3	100	%	$	2,799.2	100	%	$	1,199.7	100	%	$	1,096.6	100	%	$	3,557.8	100	%	$	3,346.3	100	%
Cost of sales		949.5	87	%		795.0	85	%		2,876.1	86	%		2,349.4	84	%		1,068.1	89	%		948.1	86	%		3,088.3	87	%		2,872.3	86	%
Gross profit		147.1	13	%		140.4	15	%		470.2	14	%		449.8	16	%		131.6	11	%		148.5	14	%		469.5	13	%		474.0	14	%
Selling, general and administrative expenses		65.7	6	%		73.9	8	%		181.6	5	%		180.6	7	%		60.0	5	%		65.0	6	%		186.1	5	%		179.3	5	%
Equity in earnings of unconsolidated affiliates		43.8	4	%		36.7	4	%		93.0	3	%		110.3	4	%		34.5	3	%		43.8	4	%		113.3	3	%		93.0	3	%
Operating income		125.2	11	%		103.2	11	%		381.6	12	%		379.5	14	%		106.1	9	%		127.3	12	%		396.7	11	%		387.7	12	%
Interest expense, net		18.4	2	%		18.8	2	%		55.4	2	%		56.5	2	%		10.1	1	%		18.4	2	%		35.8	1	%		55.4	2	%
Loss on extinguishment of long-term debt		65.3	6	%		—	—	%		65.3	2	%		—	—	%		—	—	%		65.3	6	%		0.2	—	%		65.3	—	%
Other expense (income), net		—	—	%		1.1	0	%		(6.2)	(0)	%		16.7	1	%		2.1	—	%		2.1	—	%		2.9	—	%		(0.1)	—	%
Income before income taxes		41.5	4	%		83.3	9	%		267.1	8	%		306.3	11	%		93.9	8	%		41.5	4	%		357.8	10	%		267.1	10	%
Provision for income taxes		8.3	1	%		16.0	2	%		56.4	2	%		66.5	2	%		19.2	2	%		8.3	1	%		64.5	2	%		56.4	2	%
Net income	$	33.2	3	%	$	67.3	7	%	$	210.7	6	%	$	239.8	8	%	$	74.7	6	%	$	33.2	3	%	$	293.3	8	%	$	210.7	8	%

Three Months Ended -– September 30, ~~2017~~2018 vs. September 30, ~~2016~~2017

Net Sales

Of the ~~17%~~9% increase ~~13%~~in net sales, 7% was due to higher selling prices, primarily ~~from~~due to the pass through of higher raw material costs, ~~including higher~~primarily styrene and ~~butadiene costs to customers across our segments. Additionally, 2% of the~~butadiene. An additional 3% increase was due to slightly higher sales volume, as increases in Performance Plastics and Basic Plastics sales volume were mostly offset by decreases in Latex Binders and Synthetic Rubber sales volume. A favorable currency impact increased sales by 3% as the euro strengthened in comparison to the U.S. dollar on a quarter-to-date basis. Offsetting these increases in net sales was ~~a net 1% decrease related~~due to ~~portfolio adjustments.~~higher sales volume within the Performance Plastics, Synthetic Rubber, and Feedstocks segments, partially offset by lower sales volume within the Latex Binders and Polystyrene segments. See segment discussion below for further information.

Cost of Sales

~~Of the 19% increase, 12% was attributable to higher prices for raw materials, primarily related to styrene monomer and butadiene, and an additional 2%~~Nearly all of the 13% increase in cost of sales was due to ~~increased sales volume,~~higher raw materials costs, primarily styrene and butadiene.

Gross Profit

The decrease in gross profit of 11% was primarily attributable to margin compression experienced during the period across all segments, with the exception of Synthetic Rubber. This was due to a combination of factors, including generally higher raw material costs and a slowdown in automotive markets, as well as slowdown in demand across numerous end markets in China due to ongoing trade uncertainty. In addition, in Polystyrene, we noted inventory destocking in the third quarter of 2018 as customers awaited lower styrene prices in the fourth quarter.

Selling, General and Administrative Expenses (SG&A)

The $5.0 million, or 8%, decrease in SG&A is due to several factors. During the prior year, $4.3 million of long-lived asset impairment charges were incurred within the Performance Plastics ~~and Basic Plastics. An unfavorable currency impact increased cost of sales by 4% as~~segment, which did not recur in the ~~euro strengthened in~~

3332

Table of Contents

~~comparison to the U.S. dollar on a quarter-to-date basis. Slightly higher fixed~~current year. Additionally, there were $3.3 million less employee incentive compensation and other personnel costs, ~~resulted in a 1% increase which was mostly offset by a decrease in cost of sales related to portfolio adjustments.~~

~~Gross Profit~~

~~This increase was primarily due to increased margins per unit sold, primarily within Feedstocks, due to unplanned industry production outages, including the impact of Hurricane Harvey,~~ as well as ~~within Basic Plastics and Latex Binders.~~

~~Selling, General and Administrative Expenses~~

~~The majority of the $8.2~~$1.0 million ~~decrease is due to a reduction in~~less restructuring charges ~~of $14.7 million, noting $14.3 million in asset impairment charges recorded~~during the three months ended September 30, 2018 than in the prior year as a result of our decision to cease manufacturing operations at our latex facility in Livorno, Italy. This reduction is partially offset by additional transaction and integration related costs of $2.4 million related to the API Plastics acquisition and $3.6 million of asset impairment charges on certain long-lived assets within the Performance Plastics segment during the third quarter of 2017.year. Refer to ~~Notes 13 and 15~~Note 16 in the condensed consolidated financial statements for further information. Partially offsetting these decreases were higher advisory and professional fees, which resulted in an approximate $3.0 million increase in external spend, primarily related to fees incurred in conjunction with the Company’s recently initiated project to complete the transition of business and technical services from Dow, as well as fees related to certain growth initiatives.

Equity in Earnings of Unconsolidated Affiliates

~~Equity~~The decrease in equity earnings ~~increased in 2017, as~~of $9.3 million was due entirely to lower equity earnings from Americas Styrenics ~~increased from $34.3 million~~ in ~~2016 to $43.8 million in 2017, primarily~~2018, due to ~~higher~~lower styrene ~~margin which was partially offset by~~production and lower polystyrene margin. Additionally, equity earnings from Sumika Styron Polycarbonate decreased from $2.4 million in 2016 to zero in 2017, as the Company completed the sale of its 50% share in the entity to Sumitomo Chemical Company Limited in January 2017, and therefore did not have an ownership interest in the joint venture during the three months ended September 30, 2017. Refer to Note 3 in the condensed consolidated financial statements for further information.margins.

Interest Expense, Net

~~Interest~~The decrease in interest expense, net of $8.3 million, or 45%, was ~~relatively flat, noting that~~primarily attributable to a reduction in interest rates from the Company’s debt refinancing during the third quarter of 2017, ~~did not occur until later~~coupled with the benefits received from the cross currency swaps that the Company entered in ~~the period, and therefore did not have~~September 2017, which are now recorded as a ~~significant impact on~~benefit within interest expense ~~for~~as a result of our adoption of new hedging accounting guidance during the ~~three months ended September 30, 2017.~~second quarter of 2018. Refer to Note 58 in the condensed consolidated financial statements for further information.

Loss on Extinguishment of Long-Term Debt

Loss on extinguishment of long-term debt was $65.3 million for the three months ended September 30, 2017, which related to the Company’s debt refinancing during the third quarter of 2017. This amount was comprised of a $53.0 million call premium paid to retire the Company’s 2022 Senior Notes and a $11.5 million write-off of unamortized deferred financing fees related to these notes, as well as the write-off of $0.8 million of unamortized deferred financing fees and unamortized original issue discount related to the termination of the Company’s 2021 Term Loan B. Refer to Note 6 in the condensed consolidated financial statements for further information.

Other Expense, ~~(Income),~~ net

Other ~~income,~~expense, net for the three months ended September 30, 2018 was $2.1 million, which included $1.6 million of expense related to the non-service cost components of net periodic benefit cost, as well as other miscellaneous expenses of $1.8 million. Partially offsetting this amount were net foreign exchange transaction gains for the period of $1.3 million, comprised of $6.9 million of foreign exchange transaction losses primarily from the remeasurement of our euro denominated payables due to the relative changes in rates between the U.S. dollar and the euro during the period, more than offset by $8.2 million of gains from our foreign exchange forward contracts.

Other expense, net for the three months ended September 30, 2017 was ~~less than $0.1~~also $2.1 million, which ~~consisted~~included $2.1 million of expense related to the non-service cost components of net periodic benefit cost. This also included other expenses of $1.7 million, primarily from $1.2 million of fees incurred in conjunction with the Company’s debt refinancing during the third quarter of 2017. Partially offsetting these expenses were net foreign exchange transaction gains of approximately $1.7 million, ~~offset by other expenses~~which were comprised of ~~$1.7 million. Included in the net~~ foreign exchange transaction ~~gains of $1.7 million were foreign exchange transactions~~ gains of $8.2 million, primarily due to the remeasurement of our euro denominated payables due to the relative changes in rates between the U.S. dollar and the euro during the period, partially offset by losses of $6.5 million from our foreign exchange forward contracts. ~~Other expenses of $1.7 million primarily includes $1.2 million of fees incurred in conjunction with the Company’s debt refinancing during the third quarter of 2017.~~

~~Other expense, net~~Provision for Income Taxes

Provision for income taxes for the three months ended September 30, ~~2016 was $1.1~~2018 totaled $19.2 million ~~which consisted primarily~~resulting in an effective tax rate of net foreign exchange transaction losses of approximately $0.4 million, additional impairment charges of $0.3 million for the estimated loss on sale of the Company’s latex and automotive businesses in Brazil, and other expenses. Refer to Note 13 in the condensed consolidated financial statements for further information.~~Included in the net foreign exchange losses of $0.4 million were foreign exchange transaction losses of $1.5 million, primarily due to the remeasurement of~~

~~Table of Contents~~

our euro denominated payables due to the relative changes in rates between the U.S. dollar and the euro during the period, partially offset by gains of $1.1 million from our foreign exchange forward contracts.

~~Provision for Income Taxes~~

20.5%. Provision for income taxes for the three months ended September 30, 2017 totaled $8.3 million resulting in an effective tax rate of 20.0%. ~~Provision for income taxes for the three months ended September 30, 2016 totaled $16.0 million resulting in an effective tax rate of 19.2%.~~

The ~~decrease~~increase in provision for income taxes was primarily driven by the ~~$41.8~~$52.4 million ~~decrease~~increase in income before income taxes ~~due predominantly~~and by a lower proportion of income before taxes attributable to non-U.S. jurisdictions, where the statutory income tax rate is lower than the U.S. statutory income tax rate. Included in income before income taxes for the three months ended September 30, 2017 were costs incurred related to ~~the Company’s~~our debt refinancing that occurred during the third ~~quarter of 2017. Refer to Note 5 in the condensed consolidated financial statements for further information.~~

~~Nine Months Ended - September 30, 2017 vs. September 30, 2016~~

~~Net Sales~~

Of the 20% increase, 20% was due to higher selling prices primarily from the pass through of higher raw material costs, including higher styrene and butadiene costs to customers across our segments. Additionally, 1% of the increase was due to slightly higher sales volume, as increases in Performance Plastics and Synthetic Rubber sales volume were partially offset by decreases in Latex Binders and Basic Plastics sales volume. Offsetting these increases in net sales was a net 1% decrease related to portfolio adjustments.

~~Cost of Sales~~

Of the 22% increase, 23% was attributable to higher prices for raw materials, primarily related to styrene monomer and butadiene, and an additional 1% of the increase was due to increased sales volume, primarily in Performance Plastics and Synthetic Rubber. Portfolio adjustments resulted in a 1% decrease in cost of sales, which was mostly offset by a slight increase in fixed costs.

~~Gross Profit~~

The increase was primarily attributable to higher year-to-date margins per unit sold, especially within the Latex Binders and Feedstocks segments, due to more favorable market conditions. Higher sales volume in Synthetic Rubber and Performance Plastics was partially offset by lower sales volume in Basic Plastics and Latex Binders, as well as margin compression in Performance Plastics due to higher raw material costs.

~~Selling, General and Administrative Expenses~~

The $1.0 million year-over-year increase is comprised of several offsetting factors. Restructuring expenses decreased by $12.5 million, noting $16.1 million in asset impairment and other charges recorded in the prior year as a result of our decision to cease manufacturing operations at our latex facility in Livorno, Italy, partially offset by $2.9 million in charges in the current year related to the upgrade and replacement of the Company’s compounding facility in Terneuzen, The Netherlands. Offsetting the decrease in restructuring expenses were increased costs incurred supporting growth initiatives of approximately $4.0 million, transaction and integration related costs of $3.5 million related to the API Plastics acquisition, and $3.6 million of asset impairment charges on certain long-lived assets within the Performance Plastics segment. Refer to Notes 13 and 15 in the condensed consolidated financial statements for further information.

~~Equity in Earnings of Unconsolidated Affiliates~~

Equity earnings decreased in 2017, as equity earnings from Americas Styrenics decreased from $104.9 million in 2016 to $92.2 million in 2017, primarily due to the planned and extended first quarter styrene outage at its St. James, LA facility, including lower margins on second quarter sales of styrene purchased during the outage. Additionally, equity earnings from Sumika Styron Polycarbonate decreased from $5.4 million in 2016 to $0.8 million in 2017, as the Company completed the sale of its 50% share in the entity to Sumitomo Chemical Company Limited in January 2017,

3533

Table of Contents

quarter of 2017. This increase was partially offset by the impact from the reduction in the U.S. federal corporate tax rate from 35% to 21%, effective January 1, 2018, in accordance with the enactment of the “Tax Cuts and ~~therefore~~Jobs Act” signed into law on December 22, 2017.

Nine Months Ended – September 30, 2018 vs. September 30, 2017

Net Sales

Of the 6% increase in net sales, 5% was due to currency impacts as the euro strengthened in comparison to the U.S. dollar on a year-to-date basis. The remaining 1% increase was due to the acquisition of API Plastics. Overall, the impact of sales volumes was not significant, as increases in the Performance Plastics and Polystyrene segments were offset by decreases in the Feedstocks, Latex Binders, and Synthetic Rubber segments. In total, selling prices did not have ~~an ownership interest~~a significant effect on net sales, period-to-period, as increases in the ~~joint venture for~~Feedstocks, Polystyrene, and Performance Plastics segments were fully offset by decreases in the ~~majority~~Synthetic Rubber and Latex Binders segments.

Cost of Sales

Of the 8% increase in cost of sales, 5% was due to currency impacts as the euro strengthened in comparison to the U.S. dollar on a year-to-date basis. Additionally, 1% of the ~~nine~~increase was due to higher sales volumes within the Performance Plastics and Polystyrene segments, partially offset by volume decreases within the Feedstocks and Latex Binders segments. Lastly, 1% of the increase was due to higher raw materials costs, primarily related to styrene.

Gross Profit

The decrease in gross profit of 1% included weaker performance within the Performance Plastics, Latex Binders, and Polystyrene segments, partially offset by stronger performance within the Feedstocks segment due to improved styrene margins in Europe and Asia. The weaker results were primarily due to lower margins, which were partially offset by higher sales volumes, mainly in Performance Plastics, as well as favorable currency impacts, as the euro strengthened in comparison to the U.S. dollar on a year-to-date basis. Refer to segment discussion below for further information.

Selling, General and Administrative Expenses (SG&A)

The $6.8 million, or 4%, increase in SG&A is due to several factors. Higher advisory and professional fees resulted in an approximate $8.2 million increase in external spend, primarily related to fees incurred in conjunction with the Company’s recently initiated project to complete the transition of business and technical services from Dow, as well as fees related to certain growth initiatives. Additionally, approximately $4.4 million of the increase was due to currency impacts on our euro based expenses, as the euro strengthened in comparison to the U.S. dollar on a year-to-date basis, with an additional $3.2 million of depreciation compared to prior year. Partially offsetting these increases were $4.8 million less employee incentive compensation and other personnel costs as well as $3.1 million less restructuring charges during the three months ended September 30, ~~2017. Refer to Note 3~~2018 than in the ~~condensed consolidated financial statements for further information.~~prior year. Lastly, during the prior year, $4.3 million of long-lived asset impairment charges were incurred within the Performance Plastics segment, which did not recur in the current year.

Equity in Earnings of Unconsolidated Affiliates

The increase in equity earnings of $20.3 million resulted from higher equity earnings from Americas Styrenics, primarily due to the impact from an extended prior year styrene outage at its St. James, LA facility.

Interest Expense, Net

~~This slight~~The decrease in interest expense, net of $19.6 million was primarily attributable to ~~lower deferred financing fee amortization recorded into~~a reduction in interest ~~expense~~rates from ~~our Accounts Receivable Securitization Facility. As~~ the Company’s debt refinancing during the third quarter of 2017, ~~did not occur until later~~coupled with the benefits received from the cross currency swaps that the Company entered in ~~the period, there was no significant impact on~~September 2017, which are now recorded as a benefit within interest expense ~~for~~as a result of our adoption of new hedging accounting guidance during the ~~nine months ended September 30, 2017.~~second quarter of 2018. Refer to Note 58 in the condensed consolidated financial statements for further information.

Table of Contents

Loss on Extinguishment of Long-Term Debt

Loss on extinguishment of long-term debt was $0.2 million for the nine months ended September 30, 2018, comprised entirely of the write-off of a portion of the existing unamortized deferred financing fees related to the 2024 Term Loan B repricing during the second quarter of 2018.

Loss on extinguishment of long-term debt was $65.3 million for the nine months ended September 30, 2017, which related to the Company’s debt refinancing during the third quarter of 2017. This amount was comprised of a $53.0 million call premium paid to retire the Company’s 2022 Senior Notes and a $11.5 million write-off of unamortized deferred financing fees related to these notes, as well as the write-off of $0.8 million of unamortized deferred financing fees and unamortized original issue discount related to the termination of the Company’s 2021 Term Loan B.

Other Expense (Income), net

Other expense, net for the nine months ended September 30, 2018 was $2.9 million, which included $4.9 million of expense related to the non-service cost components of net periodic benefit cost and $0.5 million of fees incurred in conjunction with the repricing of the Company’s 2024 Term Loan B during the second quarter of 2018, and other miscellaneous expenses of $1.9 million. These expenses were partially offset by net foreign exchange transaction gains for the period of $4.4 million. Net foreign exchange transactions gains included $12.6 million of foreign exchange transaction losses primarily from the remeasurement of our euro denominated payables due to the relative changes in rates between the U.S. dollar and the euro during the period, more than offset by $17.0 million of gains from our foreign exchange forward contracts.

Other income, net for the nine months ended September 30, 2017 was ~~$6.2~~$0.1 million, which ~~primarily includes~~included a $9.3 million gain related to the sale of the Company’s 50% share in Sumika ~~Styron~~ Polycarbonate in January 2017 (refer to Note 34 in the condensed consolidated financial statements for further information). Mostly offsetting this gain were $1.2 million of fees incurred in conjunction with the Company’s debt refinancing during the third quarter of 2017 and $6.0 million of expense related to the non-service cost components of net periodic benefit cost. Additionally, net foreign exchange transaction losses for the period were $0.9 million, which included $16.1 million of foreign exchange transaction gains primarily due to the remeasurement of our euro denominated payables due to the relative changes in rates between the U.S. dollar and the euro during the period, more than offset by $17.0 million of losses from our foreign exchange forward contracts. ~~Additionally, other expenses included $1.2 million of fees incurred in conjunction with the Company’s debt refinancing during the third quarter of 2017.~~

~~Other expense, net~~Provision for Income Taxes

Provision for income taxes for the nine months ended September 30, ~~2016 was $16.7~~2018 totaled $64.5 million ~~which includes~~resulting in an ~~impairment charge for the estimated loss on sale~~effective tax rate of our latex and automotive businesses in Brazil of approximately $13.2 million. Refer to Note 13 in the condensed consolidated financial statements for further information. Adding to these losses were net foreign exchange transaction losses of $2.0 million. Included in these net losses of $2.0 million were foreign exchange transactions losses of $4.1 million, primarily due to the remeasurement of our euro denominated payables due to the relative changes in rates between the U.S. dollar and the euro during the period, partially offset by gains of $2.1 million from our foreign exchange forward contracts.

~~Provision for Income Taxes~~

18.0%. Provision for income taxes for the nine months ended September 30, 2017 totaled $56.4 million resulting in an effective tax rate of 21.1%. ~~Provision for income taxes for the nine months ended September 30, 2016 totaled $66.5 million resulting in an effective tax rate of 21.7%.~~

The ~~decrease~~increase in provision for income taxes was primarily driven by the ~~$39.2~~$90.7 million ~~decrease~~increase in income before income taxes. Included in income before income taxes ~~due predominantly to~~for the nine months ended September 30, 2017 were costs incurred related to ~~the Company’s~~our debt refinancing that occurred during the third quarter of 2017. ~~Refer to Note 5~~This increase was partially offset by the impact from the reduction in the ~~condensed consolidated financial statements~~U.S. federal corporate tax rate from 35% to 21%, effective January 1, 2018, in accordance with the enactment of the “Tax Cuts and Jobs Act” signed into law on December 22, 2017.

Also included in income before incomes taxes for ~~further information.~~the nine months ended September 30, 2017 was the $9.3 million gain on sale of our 50% share in Sumika Styron Polycarbonate, which was exempt from tax.

Outlook

~~Overall, we expect continued strong fundamental business performance through the remainder of 2017. European styrene monomer margin over raw materials~~The Company is ~~forecast to decline~~expecting sequentially lower profitability in the fourth quarter ~~from~~of 2018 due primarily to lower styrene margins. In the short term, the Company expects a continuation of the market conditions that affected the latter part of the third ~~quarter levels by approximately $110 per ton, on average,~~quarter; namely, generally higher raw material costs, a slowdown in the automotive and tire markets, and lower demand across numerous end markets in China due to ongoing trade uncertainty. However, more normal customer buying patterns are expected, as ~~offline capacity~~supply chains begin to normalize, automotive production increases in Europe, and as the impact of China stimulus programs begins to ~~come back online. Additionally, in the fourth quarter,~~become apparent, which the Company ~~will open a new SSBR pilot plant~~expects to result in ~~Germany. This incremental capacity will allow for more~~

~~Table~~another year of ~~Contents~~

~~efficient use of our production facilities~~solid earnings and ~~help speed up innovation~~strong cash generation in ~~the performance tires market and will also deliver sufficient quantities of new SSBR formulations required for real-life tire testing.~~

~~Profitability should be higher in 2018 due mainly to Performance Materials growth initiatives and continued, strong supply and demand dynamics in Basic Plastics & Feedstocks.~~2019.

3735

Table of Contents

Selected Segment Information

~~Effective October~~As discussed above, effective January 1, ~~2016,~~2018, the Company realigned its organizational structure to include the following reporting segments to reflect the new model under which the business is now managed and results are reviewed by the chief executive officer, who is the Company’s chief operating decision maker. The Company’s reportable segments are now as follows:segments: Latex Binders, Synthetic Rubber, Performance Plastics, ~~Basic Plastics,~~Polystyrene, Feedstocks, and Americas Styrenics. In conjunction with this segment realignment, the Company changed its primary measure of segment operating performance to Adjusted EBITDA. Refer to the Annual Report for a description of our segments, including a detailed overview, products and end uses, and competition and customers.

The following sections describe net sales, Adjusted EBITDA, and Adjusted EBITDA margin by segment for the three and nine months ended September 30, ~~2017~~2018 and ~~2016,~~2017, which have been recast to reflect the ~~above changes.~~Company’s new organizational structure. Inter-segment sales have been eliminated. Refer to Note 1415 in the condensed consolidated financial statements for further information on these changes, as well as for a detailed definition of Adjusted EBITDA and a reconciliation of income before income taxes to segment Adjusted EBITDA.

References to portfolio adjustments below represent the impacts of the Company’s acquisition and divestiture activity, including the sale of our business in Brazil during 2016, the sale of our joint venture Sumika Styron Polycarbonate during 2017, and the acquisition of API Plastics during 2017. Refer to the condensed consolidated financial statements for further information.

Latex Binders Segment

Our Latex Binders segment produces SB latex and other latex polymers and binders primarily for coated paper and packaging board, carpet and artificial turf backings, as well as a number of performance latex applications,such as adhesive, building and construction, and the technical textile paper market.


	Three Months Ended								Nine Months Ended								Three Months Ended								Nine Months Ended
	September 30,								September 30,								September 30,								September 30,
(in millions)	2017			2016			% Change		2017			2016			% Change
($ in millions)																	2018			2017			% Change		2018			2017			% Change
Net sales	$	266.3		$	242.6		10	%	$	846.7		$	684.6		24	%	$	278.0		$	266.3		4	%	$	814.2		$	846.7		(4)	%
Adjusted EBITDA	$	32.3		$	29.8		8	%	$	105.2		$	70.0		50	%	$	24.7		$	32.3		(24)	%	$	88.2		$	105.2		(16)	%
Adjusted EBITDA margin		12	%		12	%				12	%		10	%				9	%		12	%				11	%		12	%

Three Months Ended -– September 30, 2018 vs. September 30, 2017 ~~vs. September 30, 2016~~

~~Net~~Of the 4% increase in net sales, ~~increased 10% from the prior year, due mostly to higher selling prices, which resulted in a 15% increase. These higher selling prices were primarily~~8% was due to the pass through of higher ~~butadiene~~raw material costs, particularly styrene and ~~styrene costs to our customers. Offsetting this~~butadiene. This increase was partially offset by a 4% decrease due to lower sales volume, both in Europe from a declining paper market and in Asia due to ~~the North America paper and carpet markets,~~global trade uncertainty.

Adjusted EBITDA decreased by $7.6 million, or 24%, including a 33% decrease due to lower margins in Asia, from increasing raw material cost as well as ~~an additional~~market uncertainty, as well as in North America, due to market competitiveness and product mix. Additionally, lower sales volume, due to the factors noted above, resulted in a 6% decrease in Adjusted EBITDA. Partially offsetting these decreases was a 16% increase due to fixed cost improvements.

Nine Months Ended – September 30, 2018 vs. September 30, 2017

Of the 4% decrease in net sales, 3% was due to ~~portfolio adjustments. A favorable~~lower pricing from the pass through of lower butadiene costs as well as competitive market conditions, and 4% was due to lower sales volume, mainly to the Europe paper market. Partially offsetting these decreases was a 3% increase due to currency ~~impact increased net sales by 2%~~impacts as the euro strengthened in comparison to the U.S. dollar on a ~~quarter-to-date~~year-to-date basis.

~~The increase in~~ Adjusted EBITDA ~~of 8% was due to margin improvements of $9.8~~decreased by $17.0 million, a 33% increase, primarily due to better market conditions in Asia, partially offset by lower sales volume, which resulted in a 12% decrease. Increased fixed costs resulted in a 9% decrease in Adjusted EBITDA, while portfolio adjustments resulted inor 16%, including an ~~additional 4% decrease in Adjusted EBITDA.~~

~~Nine Months Ended - September 30, 2017 vs. September 30, 2016~~

~~Of the 24% increase in net sales, 29% was due to higher selling prices, primarily due to the pass through of higher butadiene and styrene costs to our customers. Offsetting this increase was a 4%~~18% decrease due to ~~portfolio adjustments and a 1% decrease in sales volume.~~

~~Adjusted EBITDA increased by $35.2 million, or 50%, year-over-year~~margins, which was primarily ~~due~~attributable to ~~margin improvements of $44.3 million, or 63%, particularly in Asia, resulting from favorable market conditions. Partially offsetting these margin improvements was a 7% decrease due to~~more competitive pricing dynamics. Additionally, lower sales volume, primarily ~~within~~to the ~~North America and European~~Europe paper ~~and carpet markets, and a 3% decrease due to increased fixed costs. Portfolio adjustments~~market, resulted in a 4%7% decrease toin Adjusted EBITDA.

~~Table of Contents~~

Partially offsetting these decreases was a 6% increase due to fixed cost improvements as well as a 2% increase due to currency impacts as the euro strengthened in comparison to the U.S. dollar on a year-to-date basis.

Synthetic Rubber Segment

Our Synthetic Rubber segment produces styrene-butadiene and polybutadiene-based rubber products used predominantly in high-performance tires, impact modifiers and technical rubber products, such as conveyor belts, hoses, seals and gaskets. We have a broad synthetic rubber technology and product portfolio, focusing on specialty products, such as SSBR, ~~lithium polybutadiene rubber, or Li-PBR,~~ nickel polybutadiene rubber, or Ni-PBR, and neodymium polybutadiene rubber, or Nd-PBR, while also producing core products, such as emulsion styrene-butadiene rubber, or ESBR.

Three Months Ended

Nine Months Ended

September 30,

September 30,

(in millions)


2017


2016


% Change

2017


2016

% Change

Net sales

$
118.7


$
112.7


5
%

$
456.1


$
326.3


40
%

Adjusted EBITDA

$
(5.6)

$
28.5

(120)
%

$
68.4

$
81.8


(16)
%

Adjusted EBITDA margin

(5)
%

25
%

15
%

25
%

Table of Contents


	Three Months Ended								Nine Months Ended
	September 30,								September 30,
($ in millions)	2018			2017			% Change		2018			2017			% Change
Net sales	$	137.7		$	118.7		16	%	$	442.2		$	456.1		(3)	%
Adjusted EBITDA	$	15.5		$	(5.6)		377	%	$	71.6		$	68.4		5	%
Adjusted EBITDA margin		11	%		(5)	%				16	%		15	%

Three Months Ended -– September 30, ~~2017~~2018 vs. September 30, ~~2016~~2017

~~Net~~Of the 16% increase in net sales, ~~increased 5% from the prior year, with~~13% was due to higher selling prices ~~contributing to 9% of the increase, primarily resulting~~ from the pass through of higher ~~butadiene~~raw material cost, particularly styrene and ~~styrene costs to customers. A favorable currency impact increased~~butadiene. The remaining 3% increase in net sales was due to higher SSBR and ESBR sales volume.

Adjusted EBITDA increased by 5%$21.1 million compared to the prior year. Of this increase, $20.5 million was due to increased margins, noting that a very significant amount of unfavorable raw material timing was experienced in the prior year due to rapidly declining butadiene prices during that period. However, the year-over-year margin improvement due to differences in raw material timing was partially offset by margin compression from higher raw material costs and a generally weaker tire market during the quarter, particularly in Asia.

Nine Months Ended – September 30, 2018 vs. September 30, 2017

Net sales decreased 3% from the prior year, primarily due to the pass through of lower butadiene cost, which resulted in a 10% decrease. This decrease was partially offset by a 7% increase due to currency impacts as the euro strengthened in comparison to the U.S. dollar on a ~~quarter-to-date~~year-to-date basis. ~~Offsetting~~

Adjusted EBITDA increased by $3.2 million, or 5%, compared to the prior year. Of this increase, 4% was driven by increased sales volumes due mainly to higher SSBR sales, while an additional 4% was due to currency impacts as the euro strengthened in comparison to the U.S. dollar on a year-to-date basis. Partially offsetting these increases was ~~an 8%~~a 2% decrease due to lower ~~sales volume, primarily from customer destocking in SSBR.~~

~~The majority of the overall $34.1 million~~margins, and a 2% decrease in Adjusted EBITDA was due to unfavorable raw material timing, due to rapidly declining butadiene prices, which led to a $23.9 million decrease related to margin as higher cost raw materials purchased in previous periods were reflected in our cost of goods sold during the third quarter. Additionally, lower sales volume, primarily from customer destocking in SSBR, contributed to a $7.2 million decrease.

~~Nine Months Ended - September 30, 2017 vs. September 30, 2016~~

~~Net sales increased 40% from the prior year, with higher selling prices contributing to 34% of the increase, primarily~~ resulting from ~~the pass through of~~comparatively higher butadiene and styrene costs to customers. Additionally, 6% of the increase was due to higher sales volume which was a result of higher customer demand for SSBR and ESBR, as well as higher sales of Ni-PBR, noting decreased production in the prior year to allow for Nd-PBR trials.

The majority of the overall $13.4 million decrease in Adjusted EBITDA was primarily due to unfavorable raw material timing resulting from declining butadiene prices during the period, net of favorable price lag, which resulted in a 14% decrease due to lower margins. Higher fixed costs, primarily from growth initiatives, resulted in a 9% decrease in Adjusted EBITDA. These decreases were partially offset by higher sales volume primarily related to higher demand for SSBR, ESBR, and Ni-PBR, which resulted in a 6% increase in Adjusted EBITDA.costs.

Performance Plastics Segment

Our Performance Plastics segment consists of compounds and blends, and ~~some specialized~~also includes our ABS, ~~grades.~~SAN, and PC businesses. We are a producer of highly engineered compounds and blends for ~~automotive end~~various markets ~~as well as~~including automotive, consumer electronics, medical, electrical and ~~lighting, collectively referred to as consumer essential markets.~~lighting. In July 2017, the Company completed the acquisition of API Plastics, the results of which are reported within the Performance Plastics segment. ~~Refer to Note 13 in~~Additionally, the ~~condensed consolidated financial statements for further information.~~

~~Table of Contents~~

Three Months Ended

Nine Months Ended

September 30,

September 30,

(in millions)


2017


2016


% Change

2017


2016

% Change

Net sales

$
207.0


$
175.4


18
%

$
581.7


$
527.9


10
%

Adjusted EBITDA

$
29.4

$
30.2

(3)
%

$
79.8

$
103.7


(23)
%

Adjusted EBITDA margin

14
%

17
%

14
%

20
%

~~Three Months Ended - September 30, 2017 vs. September 30, 2016~~

Of the 18% increase in net sales, 7% was due to higher selling prices due to the pass through of higher raw material costs to our customers, as well as a 7% increase due to increased sales volume as a result of higher volumes sold to the automotive market in North America and the consumer electronics market in Asia. A favorable currency impact increased net sales by 3% as the euro strengthened in comparison to the U.S. dollar on a quarter-to-date basis with an additional 1% increase due to portfolio adjustments.

The slight decrease in Adjusted EBITDA was due to several offsetting factors. A 14% increase in Adjusted EBITDA was due to increased sales volume to the automotive market in North America and the consumer electronics market in Asia, with an additional 2% net increase due to portfolio adjustments. Offsetting these increases was a 12% decrease due to margin compression from increased costs of raw materials, such as polycarbonate, not all of which were able to be passed through to our customers. Additionally, an inventory build during 2016 resulted in increased fixed cost absorption in the prior year, contributing to an overall 8% decrease in Adjusted EBITDA in the current year related to fixed costs.

~~Nine Months Ended - September 30, 2017 vs. September 30, 2016~~

Of the 10% increase in net sales, 5% was due to higher selling prices due to the pass through of higher raw material costs to our customers, as well as an 8% increase due to increased sales volume, primarily related to higher sales to the automotive markets in Europe and North America and the consumer electronics market in Asia. Portfolio adjustments resulted in a 2% decrease in net sales.

The overall decrease in Adjusted EBITDA of $23.9 million was the result of several factors. Unfavorable raw material timing led to lower margins for the period. In addition, the Company experienced margin compression from increased costs of raw materials, not all of which were able to be passed through to our customers. These two factors contributed to a combined 33% decrease in Adjusted EBITDA compared to the prior year. Additionally, increased fixed costs contributed to a 6% decrease in Adjusted EBITDA. Partially offsetting these decreases was a 13% increase due to increased sales volume growth to the automotive markets in Europe and North America and a 3% increase due to portfolio adjustments.

~~Basic Plastics Segment~~

~~The Basic~~Performance Plastics segment, ~~produces styrenic polymers, including polystyrene, basic ABS, and SAN products,~~ as ~~well as PC, all of which are used as inputs in a variety of end use markets. The Basic Plastics segment~~recast, also ~~included~~includes the results of our previously 50%-owned joint venture Sumika Styron Polycarbonate prior to its sale in January 2017. Refer to ~~Note 3~~Notes 4 and 14 in the condensed consolidated financial statements for further information.


	Three Months Ended								Nine Months Ended
	September 30,								September 30,
($ in millions)	2018			2017			% Change		2018			2017			% Change
Net sales	$	400.7		$	362.2		11	%	$	1,216.2		$	1,038.4		17	%
Adjusted EBITDA	$	43.8		$	62.4		(30)	%	$	158.2		$	162.9		(3)	%
Adjusted EBITDA margin		11	%		17	%				13	%		16	%

Three Months Ended – September 30, 2018 vs. September 30, 2017

Of the 11% increase in net sales, 8% was due to higher sales volume, mainly from the Company’s ABS expansion in China, as well as a 3% increase due to higher selling prices, primarily from the pass through of higher raw material costs to our customers.

Adjusted EBITDA decreased by $18.6 million, or 30%, due to several factors. Lower margins resulted in a $33.2 million, or 53%, decrease in Adjusted EBITDA, due to a combination of factors, including a slowdown in the automotive industry, higher raw material costs, and general market uncertainty in China due to ongoing trade dynamics.

4037

Table of Contents

Specifically, in our ABS business, the Company noted trade flows shift with more imports into Europe from Asia due to weak demand in China. The Company also noted margin compression in our polycarbonate business, where we saw increased supply enter an already weakened market. These impacts were partially offset by higher sales volume, including the impact of the China ABS expansion, which resulted in a $10.6 million, or 17%, increase in Adjusted EBITDA, as well as lower fixed costs, which resulted in a $2.8 million, or 4% increase.

Nine Months Ended – September 30, 2018 vs. September 30, 2017

Of the 17% increase in net sales, 6% was due to higher sales volume, mainly from the Company’s ABS expansion in China, and an additional 6% was due to currency impacts as the euro strengthened in comparison to the U.S. dollar on a year-to-date basis. Additionally, 2% of the increase was due to price increases, mainly from higher polycarbonate prices, as well as the pass through of higher raw material costs to our customers, and 3% of the increase was due to the acquisition of API Plastics.

Adjusted EBITDA decreased by $4.7 million, or 3%, due to several factors. Lower margins resulted in a 22% decrease in Adjusted EBITDA, due to a combination of factors, including generally higher raw material costs, a slowdown in the automotive industry, and trade uncertainty in China, as well as end market mix. Partially offsetting this decrease were higher sales volume, particularly from the Company’s ABS expansion in China, which resulted in a 12% increase, and currency impacts which resulted in a 6% increase, as the euro strengthened in comparison to the U.S. dollar on a year-to-date basis. An additional 3% increase to Adjusted EBITDA was the result of the acquisition of API Plastics.

Polystyrene Segment

Our product offerings in our Polystyrene segment 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.


	Three Months Ended								Nine Months Ended								Three Months Ended								Nine Months Ended
	September 30,								September 30,								September 30,								September 30,
(in millions)	2017			2016			% Change		2017			2016			% Change
($ in millions)																	2018			2017			% Change		2018			2017			% Change
Net sales	$	393.6		$	323.7		22	%	$	1,156.9		$	1,029.6		12	%	$	252.3		$	238.4		6	%	$	777.5		$	700.2		11	%
Adjusted EBITDA	$	42.1		$	34.2		23	%	$	112.7		$	115.1		(2)	%	$	5.0		$	9.1		(45)	%	$	28.0		$	29.6		(5)	%
Adjusted EBITDA margin		11	%		11	%				10	%		11	%				2	%		4	%				4	%		4	%

Three Months Ended -– September 30, ~~2017~~2018 vs. September 30, ~~2016~~2017

Of the ~~22%~~6% increase in net sales, ~~10%~~9% was due to the pass through of higher raw material costs to our customers, partially offset by a lower sales volume, particularly in Asia from weaker market conditions, as well as customer destocking in Europe, which led to a decrease in net sales of 3%.

The $4.1 million, or 45%, decrease in Adjusted EBITDA was primarily due to lower margins, which resulted in a $9.9 million decrease, as well as lower sales volume, which resulted in a $0.8 million decrease. Overall, market conditions were weaker during the quarter due to economic uncertainty in Asia as well as customer destocking in Europe in anticipation of lower polystyrene prices in the fourth quarter. These impacts led to the year-over-year decreases in volume and margin. Partially offsetting these decreases were fixed cost improvements, which increased Adjusted EBITDA by $6.1 million.

Nine Months Ended – September 30, 2018 vs. September 30, 2017

Of the 11% increase in net sales, 5% was due to currency impacts as the euro strengthened in comparison to the U.S. dollar on a year-to-date basis, 4% was due to higher selling prices due to the pass through of higher styrene costs to customers, and 7%2% was due to higher ~~polystyrene~~sales volume in Asia.

The $1.6 million, or 5%, decrease in Adjusted EBITDA was due to several factors. Lower margins, primarily from the weaker third quarter market conditions described above, resulted in an $8.8 million, or 30%, decrease. Offsetting this

Table of Contents

decrease were fixed cost reductions, which resulted in a $4.0 million, or 14% increase in Adjusted EBITDA, and ~~copolymer sales volume. Additionally, a favorable~~ currency ~~impact increased net sales by 4%~~impacts as the euro strengthened in comparison to the U.S. dollar on a ~~quarter-to-date basis.~~

Adjusted EBITDA increased 23%, or $7.9 million, of which 21% was due to higher margins, particularly in polycarbonate due to very tight market conditions. An additional 13% increase was due to higher sales volume, particularly in copolymers. Partially offsetting these increases was a 6% decrease due to increased fixed costs, which includes start-up costs incurred related to our new ABS capacity in Asia, and a 7% decrease due to portfolio adjustments, which included the impact of the sale of Sumika Styron Polycarbonate during the first quarter of 2017.

~~Nine Months Ended - September 30, 2017 vs. September 30, 2016~~

Of the 12% increase in net sales, 16% was due to higher selling prices due to the pass through of increased raw material costs to customers, primarily styrene. This increase was partially offset by a 3% decrease due to lower sales volume, primarily related to lower polystyrene sales in Asia, as we have increased our focus on higher margin business.

~~The slight decrease in Adjusted EBITDA was partly due to several offsetting factors. Firstly, an 11% increase in Adjusted EBITDA was due to higher~~ year-to-date ~~margins, primarily within ABS and polycarbonate. However, this increase was offset by lower sales volume,~~basis, which resulted in a ~~decrease of 4%~~$2.2 million, or 8%, primarily related to Europe and Asia polystyrene sales, with competitor supply outages in Europe in the prior year and with an increased focus on higher margins in Asia. Higher fixed costs, including start-up costs incurred related to our new ABS capacity in Asia, contributed to an additional decrease of 4%. Portfolio adjustments resulted in a 4% decreaseincrease in Adjusted ~~EBITDA, due to the sale of Sumika Styron Polycarbonate during the first quarter of 2017.~~EBITDA.

Feedstocks Segment

The Feedstocks segment includes the Company’s production and procurement of styrene monomer outside of North America, which is used as a key raw material in many of the Company’s products, including, but not limited to, polystyrene, SB latex, ABS resins, ~~SSBR, etc.~~and SSBR.


	Three Months Ended								Nine Months Ended								Three Months Ended								Nine Months Ended
	September 30,								September 30,								September 30,								September 30,
(in millions)	2017			2016			% Change		2017			2016			% Change
($ in millions)																	2018			2017			% Change		2018			2017			% Change
Net sales	$	111.0		$	81.0		37	%	$	304.9		$	230.8		32	%	$	131.0		$	111.0		18	%	$	307.7		$	304.9		1	%
Adjusted EBITDA	$	45.6		$	12.7		259	%	$	86.3		$	66.1		31	%	$	40.3		$	45.6		12	%	$	114.3		$	86.3		32	%
Adjusted EBITDA margin		41	%		16	%				28	%		29	%				31	%		41	%				37	%		28	%

Three Months Ended -– September 30, ~~2017~~2018 vs. September 30, ~~2016~~2017

~~The 37%~~Of the 18% increase in net sales, 14% was ~~almost entirely~~due to higher styrene-related sales volumes, with the remaining 4% increase due to the pass through of higher styrene ~~prices, which contributed~~prices.

The decrease of $5.3 million, or 12%, in Adjusted EBITDA was mainly due to ~~33% of~~ the ~~increase. A~~fact that prior year results included a favorable ~~currency~~net timing impact ~~increased~~in comparison to a slightly unfavorable impact in the current year results. Excluding this impact, styrene margins were fairly flat, as higher margin in Asia was offset by lower margin in Europe. These impacts were partially offset by a $2.4 million impact from lower fixed costs in the current quarter.

Nine Months Ended – September 30, 2018 vs. September 30, 2017

The 1% increase in net sales bywas comprised of several mostly offsetting factors. The pass through of higher styrene prices resulted in a 4% increase, and currency impacts as the euro strengthened in comparison to the U.S. dollar on a ~~quarter-to-date basis.~~

~~Table of Contents~~

year-to-date basis resulted in a 5% increase. These increases were mostly offset by lower styrene related sales volume, which resulted in an 8% decrease.

The increase in Adjusted EBITDA of $28.0 million, or 32%, was ~~primarily~~mainly due to an 18% increase from higher styrene ~~margin due to unplanned industry~~margins and production ~~outages, including the impact of Hurricane Harvey, which~~volumes, primarily from increasing operating rates, as well as currency impacts that resulted in a ~~$33.1 million~~10% increase, as the euro strengthened in ~~Adjusted EBITDA, slightly offset by a $1.4 million decrease due to higher maintenance-related fixed costs.~~

~~Nine Months Ended - September 30, 2017 vs. September 30, 2016~~

~~The 32% increase in net sales was almost entirely due~~comparison to the ~~pass through of higher styrene prices, which contributed to 30% of the increase. Higher styrene-related sales volume also resulted in~~U.S. dollar on a ~~3% increase in net sales.~~

The increase in Adjusted EBITDA was primarily due to higher margins as a result of favorable market conditions, which resulted in a 38% increase in Adjusted EBITDA, slightly offset by a 7% decrease due to higher maintenance-related fixed costs.year-to-date basis.

Americas Styrenics Segment

The Americas Styrenics segment consists solely of the ~~operations~~equity earnings from of our 50%-owned joint venture, Americas Styrenics, a producer of both styrene monomer and polystyrene in North America. Styrene monomer is a basic building block of plastics and a key input to many of the Company’s products, as well as a key raw material for the production of polystyrene. Major applications for the polystyrene products Americas Styrenics produces include appliances, food packaging, food service disposables, consumer electronics, and building and construction materials.


	Three Months Ended						Nine Months Ended						Three Months Ended						Nine Months Ended
	September 30,						September 30,						September 30,						September 30,
(in millions)	2017		2016		% Change		2017		2016		% Change
($ in millions)													2018		2017		% Change		2018		2017		% Change
Adjusted EBITDA*	$	43.8	$	34.3	28	%	$	92.2	$	104.9	(12)	%	$	34.5	$	43.8	(21)	%	$	113.3	$	92.2	23	%

*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.

Three Months Ended -– September 30, ~~2017~~2018 vs. September 30, ~~2016~~2017

Table of Contents

The ~~increase~~decrease in Adjusted EBITDA was ~~primarily~~mainly due to ~~higher~~lower styrene ~~sales volume, including impacts from a stronger export market,~~production as well as ~~higher styrene margin as a result of unplanned industry supply outages, including the impact of Hurricane Harvey, which was offset by~~ lower polystyrene margin.

Nine Months Ended – September 30, ~~2017~~2018 vs. September 30, ~~2016~~2017

The ~~decrease~~increase in Adjusted EBITDA was ~~primarily~~mainly due to an extended production outage in the ~~planned first quarter styrene outage~~prior year at the Americas Styrenics St. James, LA facility, which was extended in order to complete repairs on critical equipment. The facility came back online at full production in early April 2017. As a result of this extended outage, the Company incurred an unfavorable impact of approximately $23 million to Adjusted EBITDA.facility.

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; ~~restructuring;~~restructuring charges; acquisition related costs and other items. In doing so, we are providing management, investors, and credit rating agencies with an indicator of our ongoing performance and business trends, by 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

~~Table of Contents~~

compensate for these limitations by providing a reconciliation of this performance measure to our net income, which is determined in accordance with GAAP.

Adjusted EBITDA is calculated as follows for the three and nine months ended September 30, ~~2017~~2018 and ~~2016,~~2017, respectively:


	Three Months Ended				Nine Months Ended				Three Months Ended				Nine Months Ended
	September 30,				September 30,				September 30,				September 30,
(in millions)	2017		2016		2017		2016		2018		2017		2018		2017
Net income	$	33.2	$	67.3	$	210.7	$	239.8	$	74.7	$	33.2	$	293.3	$	210.7
Interest expense, net		18.4		18.8		55.4		56.5		10.1		18.4		35.8		55.4
Provision for income taxes		8.3		16.0		56.4		66.5		19.2		8.3		64.5		56.4
Depreciation and amortization		29.2		23.8		80.1		71.8		31.8		29.2		96.0		80.1
EBITDA(a)	$	89.1	$	125.9	$	402.6	$	434.6	$	135.8	$	89.1	$	489.6	$	402.6
Loss on extinguishment of long-term debt		65.3		—		65.3		—		—		65.3		0.2		65.3
Net loss (gain) on disposition of businesses and assets(b)		0.2		0.3		(9.7)		13.2
Net gain on disposition of businesses and assets(b)										—		0.2		(0.5)		(9.7)
Restructuring and other charges(c)		1.5		16.8		4.8		18.6		0.9		1.5		2.6		4.8
Acquisition transaction and integration costs(d)		3.8		—		4.9		—		0.1		3.8		0.6		4.9
Asset impairment charges or write-offs(e)		4.3		—		4.3		—		—		4.3		—		4.3
Other items(f)		1.6		0.3		1.6		2.5		6.1		1.6		15.5		1.6
Adjusted EBITDA	$	165.8	$	143.3	$	473.8	$	468.9	$	142.9	$	165.8	$	508.0	$	473.8

(a)

EBITDA is a non-GAAP financial performance measure that we refer to in making operating decisions because we believe it provides our management as well as our investors and credit agencies with meaningful information regarding the Company’s operational performance. We believe the use of EBITDA as a metric assists our board of directors, management and investors in comparing our operating performance on a consistent basis. Other companies in our industry may define EBITDA differently than we do. As a result, it may be difficult to use EBITDA, or similarly-named financial measures that other companies may use, to compare the performance of those companies to our performance. We compensate for these limitations by providing reconciliations of our EBITDA results to our net income, which is determined in accordance with GAAP.

Table of Contents

(b)

Net gain on disposition of businesses and assets during the nine months ended September 30, 2017 relates ~~primarily~~ to the sale of our 50% share in Sumika Styron Polycarbonate to Sumitomo Chemical Company Limited, for which ~~the Company~~we recorded a gain on sale of $9.3 million during the period. Refer to Note 3 in the condensed consolidated financial statements for further information. During the nine months ended September 30, 2016, the Company recorded an impairment charge for the estimated loss on sale of our primary operating entity in Brazil, which includes both latex and automotive businesses, of approximately $13.2 million. Refer to Note 134 in the condensed consolidated financial statements for further information.

(c)

Restructuring and other charges for the ~~three and nine months ended September 30, 2017~~periods presented above primarily relate to decommissioning, contract termination, and employee termination benefit ~~and decommissioning~~ charges incurred in connection with the upgrade and replacement of our compounding facility in Terneuzen, The Netherlands as well as our decision to cease manufacturing activities at our latex binders manufacturing facility in Livorno, ~~Italy, as well as employee termination benefit charges and contract termination charges related to the upgrade and replacement of the Company’s compounding facility in Terneuzen, The Netherlands.~~Italy. Refer to Note 1516 in the condensed consolidated financial statements for further information. Restructuring and other charges for the three and nine months ended September 30, 2016 relate primarily to $16.1 million in charges incurred in connection with the Livorno, Italy action noted above, consisting of an impairment charge for unrecoverable net book value of property, plant, and equipment and other assets, as well as employee and contract termination charges. The remaining restructuring charges for the three and nine months ended September 30, 2016 relate to employee termination benefit and decommissioning charges incurred in connection with the Allyn’s Point shutdown within our latex binders business, as well as employee termination benefit charges related to the elimination of certain corporate functions as a result of the sale of our latex and automotive businesses in Brazil.

~~Table of Contents~~

Note that the accelerated depreciation charges incurred as part of both the upgrade and replacement of the Company’s compounding facility in Terneuzen, The Netherlands as well as the Allyn’s Point shutdown are included within the “Depreciation and amortization” caption above, and therefore are not included as a separate adjustment within this caption.

(d)

Acquisition transaction and integration costs for the periods presented above relate to advisory and professional fees incurred in conjunction with our acquisition of API Plastics. Additionally, the three and nine months ended September 30, 2017 ~~relate to advisory and professional fees and~~include a non-cash fair value inventory adjustment incurred in conjunction with the ~~Company’s~~ acquisition of API ~~Plastics, which closed in July 2017.~~Plastics. Refer to Note 1314 in the condensed consolidated financial statements for further information.

(e)

Asset impairment charges for the three and nine months ended September 30, 2017 relate to the impairment of certain long-lived assets within ~~the Company’s~~our Performance Plastics segment.

(f)

Other items for the three and nine months ended September 30, 2018 primarily relate to advisory and professional fees incurred in conjunction with our initiative to transition business services from Dow, including certain administrative services such as accounts payable, logistics, and IT services. Also included within other items for the nine months ended September 30, 2018 are fees incurred in conjunction with the 2024 Term Loan B repricing which was completed during the second quarter of 2018. Other items for the three and nine months ended September 30, 2017 primarily relate to fees incurred in conjunction with the ~~Company’s~~ debt refinancing which was completed during the third quarter of 2017. ~~Other items for the three and nine months ended September 30, 2016 primarily relate to fees incurred in conjunction with the Company’s secondary offerings completed during these periods.~~

Liquidity and Capital Resources

Cash Flows

The table below summarizes our primary sources and uses of cash for the nine months ended September 30, ~~2017~~2018 and ~~2016,~~2017, respectively. We have derived the summarized cash flow information from our unaudited financial statements.


	Nine Months Ended				Nine Months Ended
	September 30,				September 30,
(in millions)	2017		2016		2018		2017
Net cash provided by (used in):
Operating activities	$	194.8	$	324.7	$	238.5	$	194.8
Investing activities		(141.5)		(77.7)		(88.1)		(141.5)
Financing activities		(210.2)		(211.7)		(156.1)		(210.2)
Effect of exchange rates on cash		10.5		(0.3)		(5.7)		10.5
Net change in cash and cash equivalents	$	(146.4)	$	35.0	$	(11.4)	$	(146.4)

Operating Activities

Net cash provided by operating activities during the nine months ended September 30, 2018 totaled $238.5 million, inclusive of $85.0 million in dividends from Americas Styrenics. Net cash used in operating assets and liabilities for the nine months ended September 30, 2018 totaled $132.4 million, noting increases in accounts receivable of $77.8 million and inventories of $86.1 million, and a decrease in income taxes payable of $16.3 million. This activity was partially offset by an increase in accounts payable and other current liabilities of $46.4 million. Accounts receivable at the end of the third quarter increased relative to the end of 2017 primarily due to the pass through of increased raw material prices to our customers as well as increased sales volume, particularly within the Performance Plastics and Synthetic Rubber segments. The increase in inventories was primarily due to increased raw material prices as well as an increase in volumes, as during the third quarter, the Company experienced significant customer destocking in certain businesses, in anticipation of lower fourth quarter raw material prices. The decrease in income taxes payable was a result

Table of Contents

of payment of certain cash taxes during the second quarter in our primary operating jurisdictions. The increase in accounts payable was primarily due to increases in raw material prices as well as timing of vendor payments.

Net cash provided by operating activities during the nine months ended September 30, 2017 totaled $194.8 million, inclusive of $80.0 million in dividends from Americas Styrenics, as well as dividends from Sumika Styron Polycarbonate, $8.9 million of which were classified as operating activities, with the remaining $0.9 million classified as investing activities. Refer to Note 34 in the condensed consolidated financial statements for further information. Net cash used in operating assets and liabilities for the nine months ended September 30, 2017 totaled $160.3 million, due primarily to increases in accounts receivable of $92.8 million and inventories of $57.3 million, respectively. The increases in accounts receivable and inventories were primarily due to increased raw material prices.

Investing Activities

Net cash ~~provided by operating~~used in investing activities during the nine months ended September 30, ~~2016~~2018 totaled ~~$324.7~~$88.1 million, ~~due~~ primarily ~~to earnings~~resulting from capital expenditures of $90.9 million. This was partially offset by proceeds received of $1.8 million from the sale of businesses and other assets, primarily comprised of $1.3 million received as a prepayment in connection with the Company’s preliminary agreement for the ~~period. Also impacting cash flows from operating activities~~sale of certain land in Livorno, Italy (refer to Note 16 within the condensed consolidated financial statements for the period was $100.0 million in dividends from Americas Styrenics. Net cash used in operating assets and liabilities for the nine months ended September 30, 2016 totaled $38.0 million, due primarily to increases in accounts receivable of $30.2 million and inventories of $27.6 million, respectively, offset by an increase in accounts payable and other current liabilities of $23.1 million. The increase in accounts receivable was primarily due to higher net sales during the third quarter of 2016, compared to the fourth quarter of 2015, due primarily to increasing raw material prices as well as volume increases. The increase in inventory was primarily due to increasing raw material prices, and the increase in accounts payable and other current liabilities is primarily due to timing of payments, as well as increases in prices for raw materials purchases.

~~Table of Contents~~

~~Investing Activities~~further information).

Net cash used in investing activities for the nine months ended September 30, 2017 totaled $141.5 million, resulting from capital expenditures of $108.9 million and cash paid to acquire API Plastics of $79.7 million during the period, net of cash acquired (refer to Note 1314 in the condensed consolidated financial statements for further information). Offsetting these uses of cash were ~~primarily~~ proceeds received of $42.1 million from the sale of the Company’s 50% share in Sumika ~~Styron~~ Polycarbonate to Sumitomo Chemical Company Limited.

Financing Activities

Net cash used in ~~investing~~financing activities ~~for~~during the nine months ended September 30, ~~2016~~2018 totaled ~~$77.7~~$156.1 million. This activity was primarily due to $95.5 million ~~primarily from capital expenditures~~ of ~~$82.7~~payments related to the repurchase of ordinary shares, $49.0 million of dividends paid, and $5.3 million of net principal payments related to our 2024 Term Loan B during the period. Additionally, net cash used in financing activities included $8.1 million of withholding taxes paid related to the vesting of certain RSUs during the period, ~~a significant portion~~partially offset by $2.6 million of ~~which related to our project to upgrade our legacy ERP environment to the latest version of SAP. Partially offsetting these capital expenditures were dividends~~proceeds received from ~~Sumika Styron Polycarbonate during~~ the ~~period, $4.8 million~~exercise of ~~which were classified as investing activities on the condensed consolidated statement of cash flows, with the remaining $1.4 million classified as operating activities.~~

~~Financing Activities~~option awards.

Net cash used in financing activities during the nine months ended September 30, 2017 totaled $210.2 million. The most significant activity during the period related to the third quarter debt refinancing, which included net proceeds of $1,200.0 million from the issuance of our 2024 Term Loan B and our 2025 Senior Notes, offset by the retirement of our existing 2021 Term Loan B and 2022 Senior Notes totaling $1,238.5 million and deferred financing fees paid in conjunction with the refinancing of $19.2 million. As a result of the redemption of the 2022 Senior Notes, the Company paid a call premium of $53.0 million during the period. Additionally, the Company paid $65.2 million related to the repurchase of ordinary shares and also paid $42.2 million of dividends. Partially offsetting these uses of cash was $8.3 million of proceeds received from the exercise of option awards.

Net cash used in financing activities during the nine months ended September 30, 2016 totaled $211.7 million. This activity was primarily due to $194.1 million of payments related to the repurchase of ordinary shares during the period and $13.9 million of dividends paid, as well as $3.8 million of principal payments related to our 2021 Term Loan B.

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 a useful analytical indicator of our ability to service our indebtedness, pay dividends (when declared), and meet our ongoing cash obligations.

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.

4542

Table of Contents


	Nine Months Ended				Nine Months Ended
	September 30,				September 30,
(in millions)	2017		2016		2018		2017
Cash provided by operating activities	$	194.8	$	324.7	$	238.5	$	194.8
Capital expenditures		(108.9)		(82.7)		(90.9)		(108.9)
Free Cash Flow	$	85.9	$	242.0	$	147.6	$	85.9

Refer to the discussion above for significant impacts to cash provided by operating activities for the nine months ended September 30, ~~2017~~2018 and ~~2016, respectively.~~2017.

Capital Resources 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 dividend payments to our shareholders. Our sources of liquidity include cash on hand, cash flow from operations, and amounts available under the Senior Credit Facility and the Accounts Receivable Securitization ~~Facility.~~Facility (discussed further below).

As of September 30, ~~2017~~2018 and December 31, ~~2016,~~2017, we had ~~$1,201.5~~$1,194.2 million and ~~$1,187.4~~$1,199.7 million, respectively, in outstanding indebtedness and ~~$949.8~~$1,170.9 million and ~~$890.7~~$1,019.6 million, respectively, in working capital. In addition, as of September 30, ~~2017~~2018 and December 31, ~~2016,~~2017, we had ~~$106.9~~$112.6 million and ~~$88.8~~$128.3 million, respectively, of foreign cash and cash equivalents on our balance sheet, ~~respectively,~~outside of our country of domicile of Luxembourg, all of which is readily convertible into other foreign currencies, including the U.S. dollar. Our intention is not to permanently reinvest our foreign cash and cash equivalents. Accordingly, we record deferred income tax liabilities related to the unremitted earnings of our ~~subsidiaries.~~

~~As noted in Note 5 of the condensed consolidated financial statements, the Company completed a debt refinancing during the third quarter of 2017, the results of which are reflected in the table below.~~ ~~For definitions of capitalized terms not included herein, refer to the Annual Report~~subsidiaries.

The following table outlines our outstanding indebtedness as of September 30, ~~2017~~2018 and December 31, ~~2016~~2017 and the associated interest expense, including amortization of deferred financing ~~fees.~~fees and debt discounts. Effective interest rates for the borrowings included in the table below ~~are for the nine months ended September 30, 2017 and the year ended December 31, 2016. Note that the effective interest rates below~~ exclude the impact of deferred financing fee ~~amortization.~~amortization, certain other fees charged to interest expense (such as fees for unused commitment fees during the period), and the impacts of derivatives designating as hedging instruments. For definitions of capitalized terms not included herein, refer to our Annual Report.


	As of and for the Nine Months Ended						As of and for the Year Ended						As of and for the Nine Months Ended						As of and for the Year Ended
	September 30, 2017						December 31, 2016						September 30, 2018						December 31, 2017
			Effective						Effective						Effective						Effective
			Interest		Interest				Interest		Interest				Interest		Interest				Interest		Interest
(dollars in millions)	Balance		Rate		Expense		Balance		Rate		Expense
($ in millions)													Balance		Rate		Expense		Balance		Rate		Expense
Senior Credit Facility
2024 Term Loan B	$	700.0	3.7	%	$	2.0	$	—	—		$	—	$	693.0	4.1	%	$	23.6	$	698.3	3.9	%	$	9.6
2022 Revolving Facility		—	—			0.2		—	—			—		—	—			2.1		—	—			1.0
2020 Senior Credit Facility
2021 Term Loan B		—	4.3	%		15.9		491.5	4.3	%		23.3		—	—			—		—	4.3	%		15.9
2020 Revolving Facility		—	—			2.3		—	—			3.3		—	—			—		—	—			2.3
2025 Senior Notes		500.0	5.4	%		2.6		—	—			—		500.0	5.4	%		13.2		500.0	5.4	%		9.4
2022 Senior Notes
USD Notes		—	6.8	%		14.4		300.0	6.8	%		21.1		—	—			—		—	6.8	%		14.4
Euro Notes		—	6.4	%		18.8		394.3	6.4	%		27.4		—	—			—		—	6.4	%		18.8
Accounts Receivable Securitization Facility		—	—			2.2		—	—			3.3		—	—			1.2		—	—			2.8
Other indebtedness		1.5	4.8	%		0.1		1.6	4.8	%		0.1
Other indebtedness*														1.2	4.8	%		—		1.4	4.8	%		0.1
Total	$	1,201.5			$	58.5	$	1,187.4			$	78.5	$	1,194.2			$	40.1	$	1,199.7			$	74.3

*For the nine months ended September 30, 2018, interest expense on “Other indebtedness” totaled less than $0.1 million.

Our Senior Credit Facility includes the 2022 Revolving Facility, which matures in September 2022, and has a borrowing capacity of $375.0 million. As of September 30, 2018, the Company had no outstanding borrowings, and had

4643

Table of Contents

~~borrowing capacity of $375.0 million. As of September 30, 2017, the Company had no outstanding borrowings, and had $357.2~~$360.5 million (net of ~~$17.8~~$14.5 million outstanding letters of credit) of funds available for borrowing under the 2022 Revolving Facility. Further, as of September 30, ~~2017,~~2018, the ~~Borrowers are~~Company is required to pay a quarterly commitment fee in respect of any unused commitments under the 2022 Revolving Facility equal to 0.375% per annum.

~~We also continue to maintain~~Also included in our ~~Accounts Receivable Securitization~~Senior Credit Facility ~~set to mature in May 2019, under which~~is our borrowing capacity is $200.0 million. As of September 30, 2017, there were no amounts outstanding under the Accounts Receivable Securitization Facility, with approximately $148.8 million of funds available for borrowing under this facility, based on the pool of eligible accounts receivable.

~~Our other borrowing arrangements include our $700.0 million~~ 2024 Term Loan B ~~(maturing~~(with original principal of $700.0 million, maturing in September 2024), which requires scheduled quarterly payments in amounts equal to 0.25% of the original principal. During the second quarter of 2018, the Company executed a repricing of its 2024 Term Loan B, thereby reducing the stated interest rate on this facility from LIBOR plus 2.50% to LIBOR plus 2.00% (subject to a 0.00% LIBOR floor in both instances). Additionally, the Company made net principal ~~and our 2025 Senior Notes (maturing in~~payments of $5.3 million on the 2024 Term Loan B during the nine months ended September ~~2025), which totaled $500.0~~30, 2018, with an additional $7.0 million of scheduled future payments classified as current debt on the Company’s condensed consolidated balance sheet as of September 30, ~~2017.~~2018.

Our 2025 Senior Notes, as issued under the Indenture, include $500.0 million aggregate principal amount of 5.375% senior notes that mature on September 1, 2015. Interest on the 2025 Senior Notes is payable semi-annually on May 3 and November 3 of each year, which commenced on May 3, 2018. These notes may be redeemed prior to their maturity at the option of the Company under certain circumstances at specific redemption prices. Refer to our Annual Report for further information.

We also continue to maintain our Accounts Receivable Securitization Facility which, as a result of an amendment to this agreement executed during the third quarter of 2018, matures in September 2021. The borrowing capacity of the Accounts Receivable Securitization Facility remains $150.0 million. As of September 30, 2018, there were no amounts outstanding under this facility, and the Company had accounts receivable available to support this facility in excess of its borrowing capacity, based on the pool of eligible accounts receivable.

The Senior Credit Facility and Indenture contain certain customary affirmative, negative and financial covenants. As of September 30, ~~2017,~~2018, the Company was in compliance with all of these debt covenant requirements. Refer to ~~Note 5 of the condensed consolidated financial statements~~our Annual Report for further information on the details of these covenant requirements.

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 shareholders may from time to time seek to retire or purchase our outstanding debt through cash purchases in the open market, privately negotiated transactions, exchange transactions or otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

Trinseo Materials Operating S.C.A. and Trinseo Materials Finance, Inc. (the “Issuers” of our 2025 Senior Notes and “Borrowers” under our Senior Credit Facility) are dependent upon the cash generation and receipt of distributions and dividends or other payments from our subsidiaries and joint venture in order to satisfy their debt obligations. There are no known significant restrictions by third parties on the ability of subsidiaries of the Company to disburse or dividend funds to the Issuers and the Borrowers in order to satisfy these obligations. However, as the Company’s subsidiaries are located in a variety of jurisdictions, the Company can give no assurances that its subsidiaries will not face transfer restrictions in the future due to regulatory or other reasons beyond our control.

The Senior Credit Facility and Indenture also limit the ability of the Borrowers and Issuers, respectively, to pay dividends or make other distributions to Trinseo S.A., which could then be used to make distributions to shareholders. During the nine months ended September 30, ~~2017,~~2018, the Company declared total dividends of ~~$1.02~~$1.16 per ordinary share (totaling ~~$45.8~~$50.3 million), $18.4 million of which ~~$16.8 million~~ remains accrued as of September 30, ~~2017,~~2018 and the majority of which will be paid in October ~~2017.~~2018. These dividends are well within the available capacity under the terms of the restrictive covenants contained in the Senior Credit Facility and Indenture. Further, significant additional capacity continues to be available under the terms of these covenants to support expected future dividends to shareholders, should the Company continue to declare them.

The Company’s cash flow generation in recent years has been strong, with positive cash flows expected to continue for full year ~~2017.~~2018. We believe that funds provided by operations, our existing cash and cash equivalent balances, borrowings available under our 2022 Revolving Facility and ~~borrowings available under~~ our Accounts Receivable Securitization Facility will be adequate to meet planned operating and capital expenditures for at least the next 12 months under current operating conditions. Nevertheless, our ability to generate future cash and to pay our indebtedness and fund other liquidation needs

Table of Contents

is subject to certain risks described under ~~“Part~~Part I, Item 1A-“Risk Factors” of our Annual Report. As of September 30, 2018, we were in compliance with all the covenants and default provisions under our debt agreements.

Contractual Obligations and Commercial Commitments

Other than the ~~impact~~repricing of the ~~Company’s debt refinancing during the third quarter of 2017, which included the issuance of our 2025 Senior Notes and~~ 2024 Term Loan B, ~~accompanied by the retirement of our 2022 Senior Notes~~which was completed in May 2018, and the ~~2021 Term Loan B (discussed~~amendment to the Accounts Receivable Securitization Facility to extend the maturity date, executed in September 2018 (refer to Note ~~5 to~~6 in the condensed consolidated financial statements), there have been no material revisions outside the ordinary course of business to our contractual obligations as described within “Management’s

~~Table of Contents~~

Discussion and Analysis of Financial Condition and Results of Operations – Contractual Obligations and Commercial Commitments” within our Annual Report.

Critical Accounting Policies and Estimates

Our unaudited interim condensed consolidated financial statements are based on the selection and application of significant accounting policies. The preparation of unaudited interim condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and revenues and expenses at the date of and during the reporting period. Actual results could differ from those estimates. However, we are not currently aware of any reasonably likely events or circumstances that would result in materially different results.

We describe our significant accounting policies in Note 2, Basis of Presentation and Summary of Significant Accounting Policies, ofin the Notes to Consolidated Financial Statements included in our Annual Report, while we discuss our critical accounting policies and estimates in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” within our Annual Report. There have been no material revisions to the significant accounting policies or critical accounting policies and estimates as filed in our Annual Report, other than the impacts to our significant accounting policies from ~~our acquisition~~the adoption of ~~API Plastics during the third quarter of 2017,~~recent revenue accounting guidance adopted January 1, 2018 and recent hedge accounting guidance adopted April 1, 2018, discussed further within ~~Note 6~~Notes 2, 3, and 8 to the condensed consolidated financial ~~statements, and the following addition to our critical accounting estimates as a result of this transaction.~~

~~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 in the fair value of the acquired assets and liabilities assumed (net assets acquired) and the purchase price. Goodwill is not amortized, but is reviewed for impairment annually as of October 1st~~, or when events or changes in the business environment indicate that the carrying value of a reporting unit may exceed its fair value. Refer to the critical accounting policies and estimates in “~~Management’s Discussion and Analysis of Financial Condition and Results of Operations” within our Annual Report for further information regarding the Company’s goodwill impairment testing methodology and significant judgments and assumptions applied.

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, utilizes the cost approach, which computes the cost to replace the asset, less accrued depreciation resulting from physical deterioration, functional obsolescence and external obsolescence. The calculation of the fair value of identified intangible assets is determined using cash flow models following the income approach. Significant inputs include estimated future cash flows, discount rates, royalty rates, growth rates, sales projections, retention rates, and terminal values, all of which require significant management judgment. Definite-lived intangible assets, which are primarily comprised of developed technology, customer relationships, manufacturing capacity rights, and software, are amortized over their estimated useful lives using the straight-line method and are assessed for impairment whenever events or changes in circumstances indicate the carrying value of the asset may not be recoverable. Recoverability of assets that will continue to be used in ongoing operations is measured by comparing the carrying value of the asset to the forecasted undiscounted future cash flows related to the asset. 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.

~~Table of Contents~~

statements.

Off-balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Recent Accounting Pronouncements

We describe the impact of recent accounting pronouncements in Note 2 to our condensed consolidated financial statements, included elsewhere within this Quarterly Report.

Item 3. Quantitative and Qualitative Disclosures ~~about~~About Market Risk

As discussed in ~~“Management’s Discussion~~“Quantitative and ~~Analysis of Financial Condition and Results of Operations”~~Qualitative Disclosures About Market Risk” within our Annual Report, we are exposed to changes in interest rates and foreign currency exchange rates as well as changes in the prices of certain commodities that we use in production. There have been no material changes in our exposure to market risks from the information provided within our Annual ~~Report and our Quarterly Report on Form 10-Q filed with the SEC on August 3, 2017.~~Report.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining internal controls 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 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, with the participation of our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures as of September 30, ~~2017.~~2018. Based on that evaluation, the Chief Executive Officer and

Table of Contents

Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this Quarterly Report were effective to provide the reasonable level of assurance described above.

Changes in Internal Control over Financial Reporting

As discussed in Note 1314 to the condensed consolidated financial statements, in July 2017, the Company completed the acquisition of API Plastics. As permitted by the SEC, management ~~has~~ elected to exclude this acquisition from its assessment of the effectiveness of its internal control over financial reporting as of December 31, 2017. ~~The~~In July 2018, the Company ~~began to integrate~~completed the integration of API Plastics into its internal control ~~over financial reporting structure subsequent to the acquisition date and expects to complete this integration by June 2018.~~

~~Aside from the API Plastics changes discussed above,~~environment. Otherwise, there ~~have been~~was no ~~additional changes~~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 September 30, ~~2017~~2018 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

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 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.

~~Table of Contents~~

Item 1A. Risk Factors

Our business faces various risks. Certain important factors may have a material adverse effect on our business prospects, financial condition and results of operations, and you should carefully consider them. Accordingly, in evaluating our business, we encourage you to consider the risk factors related to our ordinary shares as well those risk factors related to our business and industry which have been previously disclosed in Part 1, Item 1A of our Annual Report for the year ended December 31, ~~2016,~~2017 and Part II, Item 1A of our Quarterly Report on Form 10-Q for the period ended June 30, 2018, for which there have been no material changes. We encourage you to consider these risks, in their entirety, in addition to other information contained in or incorporated by reference into this Quarterly Report and our other public filings with the SEC. Other events that we do not currently anticipate or that we currently deem immaterial may also affect our business, prospects, financial condition and results of operations.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a)Recent sales of unregistered securities

None.

(b)Use of Proceeds from registered securities

None.

(c)Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Table of Contents

The following table contains information regarding purchases of our ordinary shares made during the quarter ended September 30, ~~2017~~2018 by or on behalf of the Company or any “affiliated purchaser,” as defined by Rule 10b-18(a)(3) of the Securities Exchange Act of 1934:


Issuer Purchases of Equity Securities	Issuer Purchases of Equity Securities							Issuer Purchases of Equity Securities
Period		Total number of shares purchased	Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs	Approximate number of shares that may yet be purchased under the plans or programs			Total number of shares purchased	Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs	Approximate number of shares that may yet be purchased under the plans or programs
July 1 - July 31, 2017		—	$	—	—	2,000,000	(1)
August 1 - August 31, 2017		143,655	$	61.32	143,655	1,856,345	(1)
September 1 - September 30, 2017		—	$	—	—	1,856,345	(1)
July 1 - July 31, 2018									399,817	$	72.14	399,817	326,057	(1)
August 1 - August 31, 2018									84,100	$	73.17	84,100	241,957	(1)
September 1 - September 30, 2018									—	$	—	—	241,957	(1)
Total		143,655	$	61.32	143,655				483,917	$	72.32	483,917

(1)

The general meeting of our shareholders on June 21, 2017 authorized the Company to sunset the 2016 share repurchase authorization and replace it with a new authorization to repurchase up to 4.0 million ordinary shares at a price per share of not less than $1.00 and not more than ~~$1,000.~~$1,000.00. This authorization ends on June 21, 2020 or on the date of its renewal by a subsequent general meeting of shareholders. On June 22, 2017 the Company announced that the board of directors had authorized the Company to repurchase, subject to market and other conditions, up to 2.0 million shares over the subsequent 18 months under the 2017 share repurchase authorization.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

See Exhibit Index.

5047

Table of Contents

EXHIBIT INDEX

Exhibit No.	Description
3.1	Amended and Restated Articles of Association of Trinseo S.A. (incorporated herein by reference to Exhibit 3.1 to the Quarterly Report filed on Form 10-Q, File No. 001-36473, filed August 3, ~~2017)~~2018)

4.1	Form of Specimen Share Certificate of Trinseo S.A. (incorporated herein by reference to Exhibit 4.1 to Amendment No. 3 to the Registration Statement filed on Form S-1, File No. 333-194561, filed May 16, 2014)


4.2	Indenture among Trinseo Materials Operating S.C.A., Trinseo Materials Finance, Inc., and The Bank of New York Mellon, as Trustee, dated as of August 29, 2017 (incorporated herein by reference to Exhibit 4.1 to the Current Report filed on Form 8-K, File No. 001-36473, filed September 5, 2017)

10.1	Credit Agreement among Trinseo Materials Operating S.C.A., Trinseo Materials Finance, Inc., together with Trinseo Holding S.à r.l. and Trinseo Materials S.à r.l., Deutsche Bank AG New York Branch, as administrative agent, collateral agent, L/C issuer and swing line lender, and the guarantors and lenders party thereto from time to time, dated as of September 6, 2017 (incorporated herein by reference to Exhibit 10.1 to the Current Report filed on Form 8-K, File No. 001-36473, filed September 7, 2017)

10.2	Amendment to the Credit Agreement dated September 6, 2017 among Trinseo Materials Operating S.C.A., Trinseo Materials Finance, Inc., together with Trinseo Holding S.à r.l. and Trinseo Materials S.à r.l., Deutsche Bank AG New York Branch, as administrative agent, collateral agent, L/C issuer and swing line lender, and the guarantors and lenders party thereto from time to time, dated as of May 22, 2018 (incorporated herein by reference to Exhibit 10.2 to the Quarterly Report filed on Form 10-Q, File No. 001-36473, filed August 3, 2018)

10.3	Form of ~~Cross-Currency~~Cross Currency Rate Swap Transaction Confirmation (incorporated herein by reference to Exhibit 10.2 to the Current Report filed on Form 8-K, File No. 001-36473, filed September 7, 2017)
	~~31.1†~~
10.4†	Deed of Amendment and Restatement, dated September 28, 2018, entered into by and among Trinseo Europe GmbH, Trinseo Export GmbH, Trinseo Deutschland Anlagengesellschaft mbH, Trinseo Netherlands B.V., Trinseo LLC, Trinseo U.S. Receivables Company SPV LLC, Styron Receivables Funding Designated Activity Company, Trinseo Finance Luxembourg S.à r.l., Luxembourg, Zweigniederlassung Horgen, Regency Assets Designated Activity Company, HSBC Bank plc, Trinseo Holding S.à r.l., TMF Administration Services Limited and the Law Debenture Trust Corporation plc

31.1†	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2†	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1†	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2†	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS†	XBRL Instance Document

101.SCH†	XBRL Taxonomy Extension Schema Document

Table of Contents

101.CAL†	XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF†	XBRL Taxonomy Extension Definition Linkbase Document

101.LAB†	XBRL Taxonomy Extension Label Linkbase Document

101.PRE†	XBRL Taxonomy Extension Presentation Linkbase Document

† Filed herewith.

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, duly authorized.

Date: November ~~3, 2017~~9, 2018

	TRINSEO S.A.

	By:	/s/ Christopher D. Pappas
	Name:	Christopher D. Pappas
	Title:	President, Chief Executive Officer
		(Principal Executive Officer)

	By:	/s/ Barry J. Niziolek
	Name:	Barry J. Niziolek
	Title:	Executive Vice President, Chief Financial Officer
		(Principal Financial Officer)


			September 30, 2017
	Interest Rate as of September 30, 2017	Maturity Date	Carrying Amount		Unamortized Deferred Financing Fees(1)		Total Debt, Less Unamortized Deferred Financing Fees
Senior Credit Facility
2022 Revolving Facility(2)	Various	September 2022	$	—	$	—	$	—
2024 Term Loan B(3)	3.735%	September 2024		700,000		(18,957)		681,043
2025 Senior Notes	5.375%	September 2025		500,000		(9,600)		490,400
Accounts Receivable Securitization Facility(4)	Various	May 2019		—		—		—
Other indebtedness	Various	Various		1,481		—		1,481
Total debt			$	1,201,481	$	(28,557)	$	1,172,924
Less: current portion								(7,000)
Total long-term debt, net of unamortized deferred financing fees							$	1,165,924


			December 31, 2016
	Interest Rate as of December 31, 2016	Maturity Date	Carrying Amount		Unamortized Deferred Financing Fees(1)		Total Debt, Less Unamortized Deferred Financing Fees
2020 Senior Credit Facility
2020 Revolving Facility	Various	May 2020	$	—	$	—	$	—
2021 Term Loan B	4.250%	November 2021		491,545		(9,159)		482,386
2022 Senior Notes
USD Notes	6.750%	May 2022		300,000		(5,726)		294,274
Euro Notes	6.375%	May 2022		394,275		(7,157)		387,118
Accounts Receivable Securitization Facility	Various	May 2019		—		—		—
Other indebtedness	Various	Various		1,591		—		1,591
Total debt			$	1,187,411	$	(22,042)	$	1,165,369
Less: current portion								(5,000)
Total long-term debt, net of unamortized deferred financing fees							$	1,160,369


12-month period commencing September 1 in Year	Percentage
2020	102.688	%
2021	101.792	%
2022	100.896	%
2023 and thereafter	100.000	%


		September 30, 2017						December 31, 2016
	Estimated	Gross						Gross
	Useful Life	Carrying		Accumulated				Carrying		Accumulated
	(Years)	Amount		Amortization		Net		Amount		Amortization		Net
Developed technology(1)	9 - 15	$	198,535	$	(91,078)	$	107,457	$	166,230	$	(72,159)	$	94,071
Customer Relationships(1)	19		14,520		(171)		14,349		—		—		—
Manufacturing Capacity Rights	6		22,426		(12,728)		9,698		19,977		(8,908)		11,069
Software	5 - 10		87,412		(22,617)		64,795		82,275		(15,095)		67,180
Software in development	N/A		8,617		—		8,617		4,751		—		4,751
Other(1)	3		3,056		(153)		2,903		274		—		274
Total		$	334,566	$	(126,747)	$	207,819	$	273,507	$	(96,162)	$	177,345


	Gross Amounts		Gross Amounts		Net Amounts
	Recognized in the		Offset in the		Presented in the
	Balance Sheet		Balance Sheet		Balance Sheet
Balance at September 30, 2017
Derivative assets	$	12,793	$	(1,573)	$	11,220
Derivative liabilities		27,669		(1,573)		26,096

Balance at December 31, 2016
Derivative assets	$	23,401	$	(10,719)	$	12,682
Derivative liabilities		11,230		(10,719)		511


	July 10,
	2017
Cash and cash equivalents	$	8,431
Accounts receivable		16,484
Inventories		10,282
Other current assets		728
Property, plant, and equipment		24,146
Other intangible assets(1)
Customer relationships		14,000
Developed technology		11,500
Other amortizable intangible assets		2,700
Total fair value of assets acquired	$	88,271

Accounts payable	$	12,219
Income taxes payable		202
Accrued expenses and other current liabilities		1,416
Deferred income tax liabilities—noncurrent		11,262
Other noncurrent obligations		1,277
Total fair value of liabilities assumed	$	26,376
Net identifiable assets acquired	$	61,895
Goodwill(2)		28,598
Net assets acquired	$	90,493