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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion summarizes the significant factors affecting the operating results, financial condition, liquidity and cash flows of our Company as of and for the periods presented below. The following discussion and analysis should be read in conjunction with the audited consolidated financial statements and the accompanying notes thereto, included elsewhere within this Annual Report. The statements in this discussion regarding industry outlook, our expectations regarding our future performance, liquidity and capital resources and all other non-historical statements in this discussion are forward-looking statements and are based on the beliefs of our management, as well as assumptions made by, and information currently available to, our management and are made as of the date of this Annual Report. See “Cautionary Note Regarding Forward-Looking Statements.” Actual results could differ materially from those discussed in or implied by forward-looking statements as a result of various factors, including those discussed below and elsewhere within this Annual Report, particularly in Item 1A—“Risk Factors.” Definitions of capitalized terms not defined herein appear in the notes to our consolidated financial statements.

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2021 Highlights

For the year ended December 31, 2021, we had net income from continuing operations of $279.6 million and Adjusted EBITDA of $729.4 million. The Company’s legacy businesses performed very well throughout 2021, and were further supplemented by our acquisitions in the Engineered Materials segment. These very strong results were achieved, despite challenging industry operating conditions that arose during the second half of the year, including high utility costs and constraints in material, labor and energy. Additionally, the Company delivered strong cash generation during 2021 and returned significant cash to our shareholders, purchasing approximately 1.0 million ordinary shares for total value of $50.0 million and declaring quarterly dividends for an aggregate value of $0.80 per ordinary share, or $31.4 million. Refer to the discussion below for further information and refer to “Non-GAAP Performance Measures” for discussion of our use of non-GAAP measures in evaluating our performance and a reconciliation of these measures. Highlights for the year are described below.

Portfolio Transformation: In 2021, we made significant strides in the Company’s strategy to transform into a higher growth, higher margin and less cyclical specialty and sustainable materials provider. Key achievements in this transformation during the year include the following (refer to Note 4 and 5 in the consolidated financial statements for further information):

The assets and liabilities of our Synthetic Rubber business are classified as held-for-sale in our prior period balance sheet and the associated operating results of the Synthetic Rubber business are classified as discontinued operations for all periods presented.

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Capital Structure and Shareholder Return: In 2021, we executed transactions and took steps to improve and streamline the Company’s infrastructure, adjust our capital structure to support strategic initiatives, and return value to our shareholders. The key specific actions we took during the year in this pursuit include:

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Results of Operations

Results of Operations for the Years Ended December 31, 2021, 2020, and 2019

The table below sets forth our historical results of operations, and these results as a percentage of net sales for the periods indicated. Prior period amounts herein have been recast in conjunction with adjustments made for the Company’s classification of the Synthetic Rubber business as discontinued operations.

Year Ended

December 31,

Impairment charges 6.8 — % 11.0 — % — — %

Interest expense, net 79.4 2 % 43.6 2 % 39.3 1 %

Other expense, net 9.5 — % 7.9 — % 3.4 — %

Provision for income taxes 70.9 1 % 42.7 2 % 12.7 — %

Net income $ 440.0 9 % $ 7.9 — % $ 92.0 4 %

2021 vs. 2020

Net Sales

Of the 76% increase in net sales, 53% was due to higher selling prices resulting mainly from the pass through of higher raw material costs. An additional 17% increase was due to the contribution from our acquisitions in 2021, including the PMMA Acquisition, which closed on May 3, 2021 and the Aristech Surfaces Acquisition, which closed on September 1, 2021. Higher sales volume increased net sales by 4%.

Cost of Sales

The 70% increase in cost of sales was primarily attributable to a 48% increase in raw material costs, an 18% increase related to our acquisitions, and a 5% increase from higher utility costs.

Gross Profit

The increase in gross profit of 118% was primarily attributable to higher margins from strong demand and tight supply mainly in polystyrene, ABS, and PC, higher volume in Latex Binders, Base Plastics and Engineered Materials, as well as contributions from our acquisitions. See the segment discussion below for further information.

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Selling, General and Administrative Expenses

The $95.9 million, or 42%, increase in SG&A was primarily due to an increase in personnel costs of $42.5 million due to the Company’s improved performance during 2021 and the addition of personnel from acquisitions, as well as an increase of $44.4 million in acquisition transaction and integration costs, primarily related to the PMMA Acquisition and the Aristech Surfaces Acquisition. There were additional increases of $13.8 million from costs associated with the Company’s strategic initiatives and $6.4 million attributable to foreign exchange rate impacts. These increases were partially offset by a decrease of $18.1 million from lower advisory and professional fees, mainly related to the Company’s transition of business and technical services from Dow in 2020.

Equity in Earnings of Unconsolidated Affiliates

The increase in equity earnings of $25.7 million was due to higher equity earnings from Americas Styrenics, mainly attributable to higher polystyrene sales volume and higher polystyrene and styrene margins in North America.

Impairment Charges

During the years ended December 31, 2021 and 2020, the Company recorded impairment charges of $6.8 million and $11.0 million, respectively, primarily related to our Boehlen styrene monomer assets. Refer to Note 14 in the consolidated financial statements for further information.

Interest Expense, Net

The increase in interest expense, net of $35.8 million, or 82%, was primarily attributable to the Company’s issuance of the 2029 Senior Notes in the first quarter of 2021 and the 2028 Term Loan B during the second quarter of 2021. Refer to Note 12 in the consolidated financial statements for further information.

Acquisition purchase price hedge loss (gain)

During the years ended December 31, 2021 and 2020, the Company recorded an acquisition purchase price hedge loss (gain) of $22.0 million and $(7.3) million, respectively, due to the change in fair value of the Company’s forward currency hedge arrangement on the euro-denominated purchase price of the PMMA business.

Other Expense, Net

Other expense, net for the year ended December 31, 2021 was $9.5 million, which included $5.2 million of expense related to the non-service cost components of net periodic benefit cost and $4.5 million of transfer taxes associated with the PMMA Acquisition. These expense amounts were partially offset by foreign exchange transaction gains of $1.3 million, which included $61.9 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 $63.2 million of gains from our foreign exchange forward contracts, excluding the acquisition purchase price hedge. Also included in Other expense, net was $0.5 million of loss on extinguishment of debt related to the Company's new financing arrangements entered into during the year.

Other expense, net for the year ended December 31, 2020 was $7.9 million, which included $5.5 million of expense related to the non-service cost components of net periodic benefit cost and foreign exchange transaction losses of $1.9 million. Net foreign transaction losses included $24.4 million of foreign exchange transaction gains primarily from the remeasurement of our euro-denominated payables due to the relative changes in rates between the U.S. dollar and the euro during the period, which were more than offset by $26.3 million of losses from our foreign exchange forward contracts, excluding the acquisition purchase price hedge.

Provision for Income Taxes

Provision for income taxes was $70.9 million and $42.7 million for the years ended December 31, 2021 and 2020, which resulted in an effective tax rate of 20% and 40%, respectively. The increase in provision for income taxes was primarily driven by the $245.1 million increase in income from continuing operations before income taxes, partially offset by a release of a valuation allowance of $16.3 million in 2021, as a result of improvements in business operations and projected future results of the Company’s subsidiaries in China.

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Net Income (Loss) from Discontinued Operations, Net of Income Taxes

Net income (loss) from discontinued operations, net of income taxes during the years ended December 31, 2021 and 2020 was $160.4 million and $(54.8) million, respectively, and was related to the results of our Synthetic Rubber business, including the divestiture of the business on December 1, 2021. This sale resulted in the recognition of an after-tax gain of $117.8 million, which is reflected in the results for the year ended December 31, 2021. Refer to Note 5 in the consolidated financial statements for further information.

2020 vs. 2019

Net Sales

Of the 19% decrease in net sales, 13% was due to lower selling prices resulting mainly from the pass through of lower raw material costs. An additional 6% decrease was due to lower sales volume, primarily within the Base Plastics and Feedstocks segments, mainly due to the impacts related to the COVID-19 pandemic.

Cost of Sales

Of the 21% decrease in cost of sales, 16% was due to lower raw material costs, primarily from styrene and butadiene, as well as a 5% decrease due to lower sales volume primarily from the Base Plastics and Feedstocks segments.

Gross Profit

The decrease in gross profit of 7% was primarily to lower sales volumes related to COVID-19 as well as an unfavorable net raw material timing impact in comparison to the prior year. See the segment discussion below for further information.

Selling, General and Administrative Expenses

The $49.4 million, or 18%, decrease in selling, general, and administrative expenses was due to several factors. Lower advisory and professional fees, mainly related to the Company’s transition of business and technical services from Dow, which was largely completed in the first quarter of 2020, resulted in a $28.2 million decrease. Also contributing to the decrease were various management actions taken to control operating costs in response to COVID-19, including a $9.7 million decrease in travel-related expenses, as well as a decrease in restructuring costs of $12.5 million, primarily related to the Company's corporate restructuring program, which was initiated in the fourth quarter of 2019. Partially offsetting these decreases was an increase in acquisition costs of $7.5 million, which was principally attributable to the costs incurred in 2020 related to the proposed acquisition of the Arkema business.

Equity in Earnings of Unconsolidated Affiliates

The decrease in equity earnings of $52.0 million was due to lower equity earnings from Americas Styrenics, mainly attributable to lower styrene margins and volume-related impacts from COVID-19 in 2020.

Impairment Charges

During the year ended December 31, 2020, the Company recorded impairment charges of $11.0 million related to our Boehlen styrene monomer assets. There were no impairment charges recorded during the year ended December 31, 2019. Refer to Note 14 in the consolidated financial statements for further information.

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Interest Expense, Net

The $4.3 million, or 11%, increase in interest expense, net was primarily attributable to a $7.4 million reduction in interest benefit recorded as a result of the Company’s entry into a new CCS arrangement in February 2020. This was partially offset by the net decrease in interest expense of $2.6 million attributable to lower interest rates during 2020 as compared to 2019.

Acquisition purchase price hedge loss (gain)

During the year ended December 31, 2020, the Company recorded an acquisition purchase price hedge gain of $7.3 million due to the change in fair value of the Company’s forward currency hedge arrangement on the euro-denominated purchase price of the PMMA business. No such gains or losses were recognized in 2019.

Other Expense, Net

Other expense, net for the year ended December 31, 2019 was $3.4 million, which included $5.3 million of expense related to the non-service cost components of net periodic benefit cost and foreign exchange transaction gains of $1.6 million. Net foreign transaction losses included $6.4 million of foreign exchange transaction losses primarily from the remeasurement of our euro-denominated payables due to the relative changes in rates between the U.S. dollar and the euro during the period, which were more than offset by $8.0 million of gains from our foreign exchange forward contracts.

Provision for Income Taxes

Provision for income taxes was $42.7 million and $12.7 million for the years ended December 31, 2020 and 2019, which resulted in an effective tax rate of 40% and 13%, respectively. The increase in the provision for income taxes was primarily driven by the one-time deferred tax benefit of $65.0 million recorded in 2019 as a result of changes in the Swiss federal and cantonal tax rules. This one-time benefit was partially offset by a $25.3 million valuation allowance for the portion of the cantonal deferred tax asset that more likely than not will expire before utilization. Refer to Note 15 in the consolidated financial statements for further information. Excluding this one-time net benefit of $39.7 million in 2019, the provision for income taxes decreased $9.7 million, due primarily to the decrease in income from continuing operations before income taxes.

Net Income (Loss) from Discontinued Operations, Net of Income Taxes

Net income (loss) from discontinued operations, net of income taxes during the years ended December 31, 2020 and 2019 was $(54.8) million and $4.9 million, respectively, and was related to the results of our Synthetic Rubber business. The results for the year ended December 31, 2020 were adversely impacted by significant headwinds to the Synthetic Rubber business from COVID-19 impacts, as well as impairment charges of $28.1 million recorded during the period. Refer to Note 5 in the consolidated financial statements for further information.

Selected Segment Information

The Company’s reportable segments are as follows: Engineered Materials, Latex Binders, Base Plastics, Polystyrene, Feedstocks, and Americas Styrenics. Refer to Item 1—Business for a description of our segments, including a detailed overview, products and end uses, and competition and customers.

The following sections present net sales, Adjusted EBITDA, and Adjusted EBITDA margin by segment for the years ended December 31, 2021, 2020, and 2019. Inter-segment sales have been eliminated. Refer to Note 20 in the consolidated financial statements for a detailed definition of Adjusted EBITDA and a reconciliation of income from

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continuing operations before income taxes to segment Adjusted EBITDA. Beginning in the second quarter of 2021, the Company reported the results of the Synthetic Rubber business, as discontinued operations in the consolidated statement of operations for all periods presented, and therefore, it is no longer presented as a separate reportable segment. Refer to Note 5 in the consolidated financial statements for further information.

Engineered Materials Segment

Year Ended

December 31, Percentage Change

Adjusted EBITDA margin 13 % 18 % 15 %

2021 vs. 2020

Of the $560.1 million, or 287%, increase in net sales, $468.4 million, or 240%, was attributable to the contribution from the acquisitions of the PMMA business and Aristech Surfaces. An additional 26% was attributable to increased sales volumes, mostly due to higher sales to consumer electronics customers in Asia, and an additional 19% was due to increased prices primarily from the pass through of higher raw materials.

Adjusted EBITDA increased $60.2 million, or 174%, of which $71.0 million, or 206%, was attributable to the contribution from the acquisitions of the PMMA business and Aristech Surfaces. Also contributing to the change was an increase of 61% from increased sales volumes, mainly to consumer electronics customers in Asia, offset by a decrease of 78% from lower margins due to higher raw materials costs and a decrease of 12% due to higher fixed costs. During the fourth quarter of 2021, including the acquired businesses, segment results were lower than anticipated due to approximately $25.0 million of higher natural gas, freight, and raw material costs, primarily due to an unprecedented, short-term spike in natural gas prices in Europe.

2020 vs. 2019

The 7% decrease in net sales was attributable to a 4% decrease in sales volume, due to COVID-19 impacts, as well as a 3% decrease in pricing from the pass through of lower raw material costs.

Adjusted EBITDA increased by $3.2 million, or 10%, compared to the prior year. This increase was primarily due to a $4.2 million, or 13%, increase in margins, primarily due to commercial excellence pricing actions. Also contributing to the increase was a $0.8 million, or 2%, increase due to lower fixed costs. These effects were partially offset by a decrease of $3.0 million, or 10%, from lower sales volume.

Latex Binders Segment

Year Ended

December 31, Percentage Change

Adjusted EBITDA margin 9 % 10 % 8 %

2021 vs. 2020

The 54% increase in net sales was primarily due to a 46% increase in pricing from the pass through of raw material costs, mainly styrene and butadiene. Additionally, there was an increase of 6% due to increased sales volume for the

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period, which was driven by higher sales to CASE and paper applications, noting that sales volume to CASE applications alone increased 21% in comparison to prior year.

The $29.9 million, or 39%, increase in Adjusted EBITDA was primarily due to an increase of $22.4 million, or 29%, in sales volume as discussed above. The increase was also due to higher margins of $15.4 million, or 20%, including impacts from commercial excellence initiatives. These effects were partially offset by a decrease of $11.4 million, or 15%, due to higher fixed costs.

2020 vs. 2019

Of the 15% decrease in net sales, 15%, or nearly all of the decrease, was due to lower pricing from the pass through of lower raw material costs.

Adjusted EBITDA remained consistent year over year, with a minor decrease of $0.1 million driven by several offsetting factors. There was a decrease of $6.4 million, or 8%, from a negative net timing variance as well as a decrease of $2.0 million, or 3%, from lower volume and a decrease of $1.6 million, or 2%, due to higher fixed costs. These decreases were partially offset by an increase of $6.4 million, or 8%, mainly due to improved portfolio and product mix, as well as commercial excellence actions, and an increase of $4.2 million, or 5%, attributable to lower freight and utility costs.

Base Plastics Segment

Year Ended

December 31, Percentage Change

Adjusted EBITDA margin 21 % 12 % 9 %

2021 vs. 2020

Of the 63% increase in net sales, 53% was due to higher pricing from the pass through of raw material costs, primarily styrene. Additionally, there was a 7% increase due to higher sales volumes, mainly to building and construction applications, and a 3% increase due to favorable foreign exchange rate impacts.

The $208.2 million, or 196%, increase in Adjusted EBITDA was primarily due to higher margins, which contributed $167.3 million, or 158%, particularly in ABS and PC products attributable to commercial excellence initiatives as well as tight supply and strong demand. There was an additional increase of $26.0 million, or 25%, due to increased volumes as discussed above as well as an increase of $12.5 million, or 12%, due to foreign exchange rate impacts.

2020 vs. 2019

Of the 21% decrease in net sales, 12% was due to lower sales volume, primarily related to lower sales to automotive applications from COVID-19 impacts, and 10% was due to lower pricing from the pass through of lower raw material costs.

Adjusted EBITDA increased by $7.3 million, or 7%, compared to the prior year. This increase was due to a $32.0 million, or 32%, increase in margins as a result of favorable pricing actions and tighter market conditions in the second

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half of the year. An additional $10.4 million, or 11%, increase was due to lower fixed costs. These effects were partially offset by lower sales volume of $34.3 million, or 35%.

Polystyrene Segment

Year Ended

December 31, Percentage Change

Adjusted EBITDA margin 16 % 11 % 7 %

2021 vs. 2020

Of the 60% increase in net sales, 65% was due to higher pricing primarily from the pass through of higher styrene costs to our customers. This increase was slightly offset by decreased sales volume of 5% caused by raw material constraints and a planned production outage as well as higher demand in the prior year for COVID-19 essential applications such as packaging.

The $103.7 million, or 131%, increase was due to higher margins resulting from commercial excellence initiatives and tight market conditions, which resulted in an increase of $119.5 million, or 150%. These effects were partially offset by a decrease of $8.1 million, or 10%, from lower sales volume as noted above as well as higher fixed costs resulting in a decrease of $5.9 million, or 7%.

2020 vs. 2019

Of the 14% decrease in net sales, 19% was due to lower pricing from the pass through of lower styrene costs to our customers. This was partially offset by an increase of 4% due to increased sales volume.

Adjusted EBITDA increased by $25.0 million, or 46%, compared to the prior year. Higher margins, primarily from pricing initiatives and tighter market conditions, resulted in a $22.4 million, or 41%, increase. Also contributing to the increase was a $6.3 million, or 12%, increase in sales volume.

Feedstocks Segment

Year Ended

December 31, Percentage Change

Adjusted EBITDA $ 33.7 $ 3.2 $ 6.5 953 % (51) %

Adjusted EBITDA margin 12 % 2 % 2 %

2021 vs. 2020

Of the 65% increase in net sales, 74% was due to higher pricing from the pass through of higher styrene prices. This effect was partially offset by a 10% decrease due to lower styrene-related sales volume.

The increase of $30.5 million in Adjusted EBITDA was primarily due to higher styrene margins in Europe, despite significantly higher utility costs from high natural gas prices, resulting in an increase of $41.3 million. This effect was

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partially offset by negative impacts of $7.8 million due to foreign exchange rates as well as $2.2 million due to higher fixed costs.

2020 vs. 2019

Of the 44% decrease in net sales, 25% was due to lower styrene-related sales volume and 19% was due to lower pricing from the pass through of lower styrene prices.

Adjusted EBITDA decreased by $3.3 million, or 51%, compared to the prior year. Lower margins resulted in a $4.8 million, or 74%, decrease due to unfavorable net timing and portfolio mix. An additional 52% decrease was attributable to currency impacts. These decreases were partially offset by lower fixed costs driven by the Company’s overall cost reduction initiatives, which resulted in a 61% increase.

Americas Styrenics Segment

Year Ended

December 31, Percentage Change

*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.

2021 vs. 2020

The increase in Adjusted EBITDA was mainly due to increased polystyrene sales volume and higher styrene and polystyrene margins in North America, primarily attributable to COVID-19 related impacts in the prior year as well as tight supply conditions caused by weather related and other events.

2020 vs. 2019

The 44% decrease in Adjusted EBITDA was mainly due to lower styrene margins in North America, volume-related impacts from COVID-19, and the impact from the planned turnaround at its St. James, Louisiana styrene facility in the first quarter of 2020.

Outlook

Based on the strong demand in many of our end markets, as well as our commercial excellence programs and the synergies from our acquired businesses, we expect that 2022 will be another year of solid earnings and strong cash generation. As discussed above in “2021 Highlights,” there were challenges in late 2021 due to high energy prices and adverse supply chain and production conditions, however, we have navigated through these situations and have successfully continued providing unique product solutions to our customers. We will continue to move forward with our transformation strategy, including progressing on our process to divest the styrenics businesses, and achieving our sustainability goals.

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 charges; acquisition related costs and other items. In doing so, we are providing management,

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investors, and credit rating agencies with an indicator of our ongoing performance and business trends, removing the impact of transactions and events that we would not consider a part of our core operations.

There are limitations to using the financial performance measures such as Adjusted EBITDA. This performance measure is not intended to represent net income or other measures of financial performance. As such, it should not be used as an alternative to net income as an indicator of operating performance. Other companies in our industry may define Adjusted EBITDA differently than we do. As a result, it may be difficult to use this or similarly-named financial measures that other companies may use, to compare the performance of those companies to our performance. We compensate for these limitations by providing a reconciliation of this performance measure to our net income, which is determined in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

Adjusted EBITDA is calculated as follows for the years ended December 31, 2021, 2020, and 2019. Prior period amounts herein have been recast in conjunction with adjustments made for the Company’s classification of the Synthetic Rubber business as discontinued operations.

Year Ended

December 31,

Net income (loss) from discontinued operations 160.4 (54.8) 4.9

Net income from continuing operations 279.6 62.7 87.1

Provision for income taxes 70.9 42.7 12.7

Depreciation and amortization 167.5 92.6 91.5

Net gain on disposition of businesses and assets (0.6) (0.4) (0.7)

Restructuring and other charges(b) 9.0 5.6 16.8

Acquisition purchase price hedge loss (gain)(d) 22.0 (7.3) —

Asset impairment charges or write-offs(e) 6.8 11.0 —

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

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Liquidity and Capital Resources

Cash Flows

The table below summarizes our primary sources and uses of cash for the years ended December 31, 2021, 2020, and 2019. We have derived the summarized cash flow information from our audited financial statements. Prior period amounts herein have been recast in conjunction with adjustments made for the Company’s classification of the Synthetic Rubber business as discontinued operations, as described in Note 5 of the consolidated financial statements and in Item 1—Business.

Year Ended

December 31,

Net cash provided by (used in):

Operating activities - continuing operations $ 456.0 $ 216.8 $ 241.9

Operating activities - discontinued operations (3.3) 38.6 80.6

Investing activities - continuing operations (1,936.2) (3.0) (83.2)

Investing activities - discontinued operations 396.5 (21.2) (26.1)

Effect of exchange rates on cash (4.4) 4.4 (1.4)

Operating Activities

Net cash provided by operating activities from continuing operations during the year ended December 31, 2021 totaled $456.0 million, driven by strong earnings, and inclusive of dividends received from Americas Styrenics of $85.0 million. Partially offsetting these factors was a $23.0 million reduction in operating cash from a net working capital use during the period, primarily attributable to increases in raw material costs. Net cash used in operating activities from discontinued operations during the year ended December 31, 2021 totaled $3.3 million, and was related to the operations of our Synthetic Rubber business, which was sold during the period. As discussed in Note 5 to the consolidated financial statements, the sale of our Synthetic Rubber business excluded the transfer of net working capital (excluding inventory).

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As a result, the release of this working capital, the majority of which will occur in the first quarter of 2022, is or will be included in our continuing operating cash flows.

Net cash provided by operating activities from continuing operations during the year ended December 31, 2020 totaled $216.8 million. This increase in cash was driven by a $83.6 million increase in operating cash generated from a net working capital release during the period, which was primarily attributable to the Company’s liquidity-focused actions during the height of the COVID-19 pandemic, including reduced capital spending, operating expenses, and working capital, as well as the impact of lower raw material prices and sales volumes. Net cash provided by operating activities from discontinued operations during the year ended December 31, 2020 totaled $38.6 million, and was also driven by the aforementioned liquidity-focused actions.

Net cash provided by operating activities from continuing operations during the year ended December 31, 2019 totaled $241.9 million, inclusive of $110.0 million of dividends received from Americas Styrenics. This increase in cash was driven by a $98.6 million increase in operating cash generated from a net working capital release during the period, which was primarily attributable to decreases of $66.6 million in accounts receivable and $43.1 million in inventories, due to lower raw material prices and lower sales volumes, as well as lower days sales in inventory. Net cash provided by operating activities from discontinued operations during the year ended December 31, 2019 totaled $80.6 million, and was also driven by lower raw material prices and lower sales volumes during the period.

Investing Activities

Net cash used in investing activities from continuing operations during the year ended December 31, 2021 totaled $1,936.2 million, which was primarily attributable to net cash paid for asset or business acquisitions of $1,804.0 million (see Note 4), capital expenditures of $117.7 million, and payments for the settlement of hedging instruments of $14.7 million (related to the acquisition purchase price hedge – see Note 13). Net cash provided by investing activities from discontinued operations during the year ended December 31, 2021 totaled $396.5 million, which was primarily attributable to cash received from the sale of the Synthetic Rubber business.

Capital expenditures for 2022 are expected to be approximately $180.0 million, inclusive of spending for both growth initiatives as well as compliance and maintenance costs.

Net cash used in investing activities from continuing operations during the year ended December 31, 2020 totaled $3.0 million. This activity included capital expenditures of $66.6 million, partially offset by proceeds from the settlement of hedging instruments of $51.6 million as well as proceeds of $11.9 million from the sale of our former latex binders manufacturing facility in Livorno, Italy. Net cash used in investing activities from discontinued operations during the year ended December 31, 2020 totaled $21.2 million, which was attributable to capital expenditures of $15.7 million as well as cash paid for a cost method investment of $5.5 million.

Net cash used in investing activities from continuing operations during the year ended December 31, 2019 totaled $83.2 million, primarily resulting from capital expenditures of $84.0 million. Net cash used in investing activities from discontinued operations during the year ended December 31, 2019 totaled $26.1 million, which was entirely attributable to capital expenditures.

Financing Activities

Net cash provided by financing activities during the year ended December 31, 2021 totaled $1,075.7 million. This activity was primarily due to $746.3 million in proceeds from the issuance of the 2028 Term Loan B, $450.0 million in proceeds from the issuance of the 2029 Senior Notes, and $11.0 million in proceeds from exercise of option awards. This activity was partially offset by $48.1 million of ordinary share repurchases, $35.4 million of deferred financing fees paid, $14.6 million of net repayments of short-term borrowings, $21.9 million of dividend payments, and $10.7 million of net principal payments related to our 2024 Term Loan B and 2028 Term Loan B during the period.

Net cash used in financing activities during the year ended December 31, 2020 totaled $104.3 million. This activity was primarily due to $61.8 million of dividends paid, $25.0 million of payments related to the repurchase of ordinary shares, $12.6 million net repayments of short-term borrowings, and $6.9 million of net principal payments related to our 2024 Term Loan B during the period. Additionally, net cash used in financing activities included $0.6 million of withholding taxes paid related to the vesting of certain Restricted Share Units (“RSUs”) during the period, which was more than offset by $2.6 million of proceeds received from the exercise of option awards.

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Net cash used in financing activities during the year ended December 31, 2019 totaled $206.7 million. This activity was primarily due to $119.7 million of ordinary shares repurchases, $65.7 million of dividends paid, $7.0 million of net principal payments related to our 2024 Term Loan B during the period, and $10.6 million net repayments of short-term borrowings. Additionally, net cash used in financing activities included $4.6 million of withholding taxes paid related to the vesting of certain RSUs during the period, partially offset by $0.9 million of proceeds received from the exercise of option awards.

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 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.

Year Ended

December 31,

Cash provided by operating activities $ 452.7 $ 255.4 $ 322.5

Capital expenditures (123.5) (82.3) (110.1)

Refer to the discussion above for significant impacts to cash provided by operating activities for the years ended December 31, 2021, 2020, and 2019.

Capital Resources, Indebtedness and Liquidity

We require cash principally for day-to-day operations, to finance capital investments and other initiatives, to purchase materials, to service our outstanding indebtedness, and to fund the return of capital to shareholders via dividend payments and ordinary share repurchases, when deemed appropriate. Our sources of liquidity include cash on hand, cash flow from continuing operations, and amounts available under the Senior Credit Facility and the Accounts Receivable Securitization Facility (discussed further below).

As of December 31, 2021 and 2020, we had $2,368.8 million and $1,187.3 million, respectively, in outstanding indebtedness and $1,064.1 million and $983.3 million, respectively, in working capital (calculated as current assets from continuing operations less current liabilities from continuing operations). In addition, as of December 31, 2021 and 2020, we had $560.6 million and $172.8 million, respectively, of foreign cash and cash equivalents on our consolidated balance sheets, outside of our country of domicile, which was Ireland as of December 31, 2021 and Luxembourg as of December 31, 2020, 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. For a detailed description of the Company’s debt structure, borrowing rates, and expected future payment obligations, refer to Note 12 in the consolidated financial statements.

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The following table outlines our outstanding indebtedness as of December 31, 2021 and 2020 and the associated interest expense, including amortization of deferred financing fees and issuance discounts. Effective interest rates for the borrowings included in the table below exclude the impact of deferred financing fee amortization, certain other fees charged to interest expense (such as fees for unused commitment fees during the period), and the impacts of derivatives designated as hedging instruments.

As of and for the Year Ended As of and for the Year Ended

Effective Effective

Interest Interest Interest Interest

($ in millions) Balance Rate Expense Balance Rate Expense

Senior Credit Facility

2026 Revolving Facility — — % 2.1 — — 3.7

Accounts Receivable Securitization Facility — 2.0 % 1.8 — — 1.5

Other indebtedness* 5.6 2.2 % — 10.0 2.4 % 0.1

*For the year ended December 31, 2021, interest expense on “Other indebtedness” totaled less than $0.1 million.

Our Senior Credit Facility includes the 2026 Revolving Facility, which matures in May 2026 and has a borrowing capacity of $375.0 million. As of December 31, 2021, the Company had $368.6 million of funds available for borrowing (net of $6.4 million outstanding letters of credit) under the 2026 Revolving Facility. Further, as of December 31, 2021, the Company is required to pay a quarterly commitment fee in respect of any unused commitments under the 2026 Revolving Facility equal to 0.375% per annum.

Also included in our Senior Credit Facility is our 2024 Term Loan B (with original principal of $700.0 million, maturing in September 2024), and our 2028 Term Loan B (with original principal of $750.0 million, maturing in May 2028), each of which requires scheduled quarterly payments in amounts equal to 0.25% of the original principal. The stated interest rate on our 2024 Term Loan B is London Interbank Offered Rate (“LIBOR”) plus 2.00% (subject to a 0.00% LIBOR floor). The stated interest rate on our 2028 Term Loan B is LIBOR plus 2.50% (subject to a 0.00% LIBOR floor). The Company made net principal payments of $7.0 million on the 2024 Term Loan B and net principal payments of $3.7 million on the 2028 Term Loan B during the year ended December 31, 2021, with an additional $14.5 million of scheduled future payments classified within current debt on the Company’s consolidated balance sheet as of December 31, 2021 related to both the 2024 Term Loan B and 2028 Term Loan B.

Our 2025 Senior Notes issued under the indenture executed in 2017 include $500.0 million aggregate principal amount of 5.375% senior notes that mature on September 1, 2025. Interest on the 2025 Senior Notes is payable semi-annually on May 3 and November 3 of each year. These Notes may be redeemed prior to their maturity at the option of the Company under certain circumstances at specific redemption prices. Refer to Note 12 in the consolidated financial statements for further information.

Our 2029 Senior Notes, as issued under the indenture executed in 2021, include $450.0 million aggregate principal amount of 5.125% senior notes that mature on April 1, 2029. Interest on the 2029 Senior Notes is payable semi-annually on February 15 and August 15 of each year, which commenced on August 15, 2021. These Notes may be redeemed prior to their maturity at the option of the Company under certain circumstances at specific redemption prices. Refer to Note 12 in the consolidated financial statements for further information.

We also continue to maintain our Accounts Receivable Securitization Facility, which has an outstanding borrowing capacity of $150.0 million. The Accounts Receivable Securitization Facility was amended during 2021, and pursuant to the amended terms, it matures in November 2024 and incurs fixed interest charges of 1.65% on outstanding borrowings plus variable commercial paper rates, as well as fixed charges of 0.80% on available, but undrawn commitments. In August 2021, in conjunction with the Aristech Surfaces Acquisition, we drew $150.0 million on our

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Accounts Receivable Securitization Facility, which was fully repaid as of December 31, 2021. As such, as of December 31, 2021, there were no amounts outstanding under this facility and the Company had approximately $150.0 million of accounts receivable available to support this facility, based on the pool of eligible accounts receivable.Refer to Note 12 in the consolidated financial statements for further information on the facility.

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 2029 Senior Notes and 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 our subsidiaries will not face transfer restrictions in the future due to regulatory or other reasons beyond our control.

The Senior Credit Facility and Indentures also limit the ability of the Borrowers and Issuers, respectively, to pay dividends or make other distributions to Trinseo PLC, which could then be used to make distributions to shareholders. During the year ended December 31, 2021, the Company declared total dividends of $0.80 per ordinary share, or $31.4 million, of which $13.6 million, inclusive of dividend equivalents, remains accrued as of December 31, 2021 and the majority of which was paid in January 2022. These dividends are well within the available capacity under the terms of the restrictive covenants contained in the Senior Credit Facility and Indentures. Further, significant additional capacity continues to be available under the terms of these covenants to support expected future dividends to shareholders, should the Company continue to declare them.

The Company’s cash flow generation in recent years has been strong, and the Company generated positive cash flows during the year ended December 31, 2021. We believe that funds provided by operations, our existing cash, cash equivalent, and restricted cash balances, borrowings available under our 2026 Revolving Facility and 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.

Our ability to generate cash from operations to pay our indebtedness and meet other liquidity needs is subject to certain risks described herein and under Item 1A—Risk Factors. As of December 31, 2021, we were in compliance with all the covenants and default provisions under our debt agreements. Refer to Note 12 in the consolidated financial statements for further information on the details of the covenant requirements.

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

Contractual Obligations and Commercial Commitments

The Company’s primary contractual obligations and commercial commitments consist of the payments for principal and interest on our outstanding long-term debt, raw material purchases, funding requirements under our pension and other postretirement benefits, lease commitments, and obligations under our SAR SSAs.

The Company has both fixed and variable-rate long-term debt arrangements, which have varying principal and interest payment requirements over their contractual terms. Refer to the table and section above as well as to Note 12 in the consolidated financial statements for more information on our debt arrangements. Additionally, refer to Item 7A—

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Quantitative and Qualitative Disclosures about Market Risk for discussion of our interest rate and foreign currency risks related to our debt and debt-related hedging arrangements.

The Company has certain raw material purchase contracts where we are required to purchase certain minimum volumes at the then prevailing market prices. As of December 31, 2021, the Company had $2,078.2 million of raw material purchase obligations, of which $859.1 million is due within the next twelve months. These commitments have remaining terms ranging from one to five years. Refer to Note 16 in the consolidated financial statements for more information on raw material purchase commitments. Additionally, refer to Item 1 – Business – Sources and Availability of Raw Materials for further description of the sources of our key raw materials.

The Company has various pension and other postretirement plans. The Company is required to make minimum contributions to certain of our funded pension plans and is also obligated to make benefit payments to employees for the unfunded pension plans and other postretirement plans. As of December 31, 2021, the Company’s estimated future benefit payments through 2031, reflecting expected future service, as appropriate, was $137.5 million, of which $9.7 million is due within the next twelve months. Refer to the section of our Critical Accounting Policies and Estimates entitled “Pension Plans and Postretirement Benefits” for more information on the factors impacting our pension and postretirement costs. Additionally, refer to Note 17 in the consolidated financial statements for more details on these employee benefit plans and the future payments expected to be made for them through 2031.

The Company has operating and finance leases for certain of its plant and warehouse sites, office spaces, rail cars, storage facilities, and equipment. The Company’s leases have remaining terms of one month through fourteen years. As of December 31, 2021, the Company’s estimated minimum commitments related to our finance and operating lease obligations was $103.1 million, of which $23.1 million is due within the next twelve months. Refer to Note 24 in the consolidated financial statements for further information on our lease portfolio and future lease obligations.

As described in Item 1— Business— Our Relationship with Dow, the Company is party to SAR SSAs with Dow, which are agreements under which Dow provides certain site services to the Company at Dow-owned locations. Based on our current year known costs and assuming that we continue with the SAR SSAs with similar annualized costs going forward, we estimate our contractual obligations under these agreements to be approximately $210.3 million annually for 2022 through 2026, and a total of $2,622.5 million thereafter through June 2039. Refer to the aforementioned section of Item 1 for more information regarding these agreements, including details regarding the rights of the Company and Dow to terminate said agreements.

Derivative Instruments

The Company’s ongoing business operations expose it to various risks, including fluctuating foreign exchange rates and interest rate risk. To manage this risk, the Company periodically enters into derivative financial instruments, such as foreign exchange forward contracts and interest rate swap agreements. A summary of these derivative financial instrument programs is described below; however, refer to Note 13 of the consolidated financial statements for further information. The Company does not hold or enter into financial instruments for trading or speculative purposes.

Foreign Exchange Forward Contracts

Certain subsidiaries have assets and liabilities denominated in currencies other than their respective functional currencies, which creates foreign exchange risk. Our principal strategy in managing exposure to changes in foreign currency exchange rates is to naturally hedge the foreign currency-denominated liabilities on our consolidated balance sheets against corresponding assets of the same currency such that any changes in liabilities due to fluctuations in exchange rates are offset by changes in their corresponding foreign currency assets. In order to further reduce our exposure, the Company 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.

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Foreign Exchange Cash Flow Hedges

Interest Rate Swaps

The Company enters into interest rate swap agreements to manage our exposure to variability in interest payments associated with the Company’s variable rate debt. Under these interest rate swap agreements, which are designated as cash flow hedges, the Company is effectively converting a portion of our variable rate borrowings into a fixed rate obligation to mitigate the risk of variability in interest rates.

Net Investment Hedge

The Company has certain fixed-for-fixed cross currency swaps (“CCS”), swapping U.S. dollar principal and interest payments on our 2025 Senior Notes for euro-denominated payments, which were designated as a hedge of the Company’s net investment in certain European subsidiaries under the forward method through March 31, 2018 through the original CCS agreement entered into on September 1, 2017 (“2017 CCS”). As such, changes in their fair value, to the extent effective, were recorded within the cumulative translation adjustment account as a component of accumulated other comprehensive income or loss (“AOCI”) through March 31, 2018.

Effective April 1, 2018, in conjunction with the adoption of previously issued hedging accounting guidance, the Company elected as an accounting policy to re-designate the 2017 CCS as a net investment hedge (and any future similar hedges) under the spot method. As such, changes in the fair value of the 2017 CCS that were included in the assessment of effectiveness (changes due to spot foreign exchange rates) were recorded as cumulative foreign currency translation within AOCI, and will remain in AOCI until either the sale or substantially complete liquidation of the subsidiary. As an additional accounting policy election applied to similar hedges under this standard, the initial value of 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. The Company elected to amortize the initial excluded component value as a reduction of “Interest expense, net” in the consolidated statements of operations using the straight-line method over the remaining term of the 2017 CCS. Additionally, the Company recognizes the accrual of periodic USD and euro-denominated interest receipts and payments under the terms of CCS arrangements, including the 2017 CCS, within “Interest expense, net” in the consolidated statements of operations.

On February 26, 2020, the Company settled our 2017 CCS and replaced it with a new CCS arrangement (the “2020 CCS”) that carried substantially the same terms as the 2017 CCS and also is designated as a net investment hedge under the spot method. Upon settlement of the 2017 CCS, the Company realized net cash proceeds of $51.6 million. The remaining $13.8 million unamortized balance of the initial excluded component related to the 2017 CCS at the time of settlement is no longer being amortized following the settlement and will remain in AOCI until either the sale or substantially complete liquidation of the relevant subsidiaries.

Critical Accounting Policies and Estimates

Our discussion and analysis of results of operations and financial condition are based upon our financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the amounts reported. We base these estimates and judgments on historical experiences and assumptions believed to be reasonable under the circumstances. Actual results could vary from our estimates under different conditions. Our significant accounting policies, which may be affected by our estimates and assumptions, are more fully described in Note 2 in the consolidated financial statements. An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the financial

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statements. The following critical accounting policies reflect our most significant estimates and assumptions used in the preparation of the consolidated financial statements.

Business Combinations and Asset Impairments

Business Combinations

Acquisitions that qualify as a business combination are accounted for using the purchase accounting method. Amounts paid for an acquisition are allocated to the assets acquired and liabilities assumed based on their fair value as of the date of acquisition. Goodwill is recorded as the difference between 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 1, 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 discussion below for further information on asset impairments.

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, typically utilize the cost approach, which computes the cost to replace the asset, less accrued depreciation resulting from physical deterioration and functional and external obsolescence. The calculation of the fair value of identified intangible assets is determined using cash flow models following the income and cost approaches (or some combination thereof). Significant inputs include estimated future cash flows, discount rates, royalty rates, growth rates, sales projections, customer retention rates, and terminal values, all of which require significant management judgment. Definite-lived intangible assets, which are primarily comprised of customer relationships, developed technology, tradenames, and software, are amortized over their estimated useful lives using the straight-line method and are assessed for impairment whenever events or changes in circumstances indicate the carrying value of the asset may not be recoverable.

During the year ended December 31, 2021, the Company completed two significant acquisitions: the PMMA Acquisition, closed on May 3, 2021, and the Aristech Surfaces Acquisition, closed on September 1, 2021. Also, the Company completed the divestiture of our Synthetic Rubber business on December 1, 2021. Refer to Notes 4 and 5 in the consolidated financial statements for further information on these transactions.

Asset Impairments

As of December 31, 2021, net property, plant and equipment, net identifiable finite-lived intangible assets, and goodwill totaled $719.0 million, $823.8 million, and $710.1 million, respectively. Management makes estimates and assumptions in preparing the consolidated financial statements for which actual results will emerge over long periods of time. This includes the recoverability of long-lived assets employed in the business. These estimates and assumptions are closely monitored by management and periodically adjusted as circumstances warrant. For instance, expected asset lives may be shortened or impairment may be recorded based on a change in the expected use of the asset or performance of the related asset group.

We evaluate long-lived assets and identifiable finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset grouping may not be recoverable. In the event the carrying value of the asset exceeds its undiscounted future cash flows and the carrying value is not considered recoverable, impairment may exist. An impairment loss, if any, is measured as the excess of the asset’s carrying value over its fair value, generally based on a discounted future cash flow method, independent appraisals, etc.

In connection with our strategy to focus efforts and increase investments in certain product offerings serving specific applications that are less cyclical and offer significantly higher growth and margin potential, and other management considerations, in March of 2020, the Company initiated a consultation process with the Economic Council and Works Councils of Trinseo Deutschland regarding the disposition of our styrene monomer assets in Boehlen, Germany and our PBR assets in Schkopau, Germany. The Company’s assessments of these long-lived asset groups for impairment indicated that the carrying values of the asset groups at each location were not recoverable when compared to the expected undiscounted future cash flows from the operation and potential disposition of these assets. The fair

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value of the depreciable assets at each location was determined through an analysis of the underlying fixed asset records in conjunction with the use of industry experience and available market data. Based on the Company’s assessments, for the years ended December 31, 2021 and 2020, we recorded impairment charges on the Boehlen styrene monomer assets of $5.8 million and $11.1 million, respectively, which include charges recorded subsequent to March 2020 related to capital expenditures at the facility that we determined to be impaired. The amounts are included within “Impairment charges” in the consolidated statements of operations and are all allocated to the Feedstocks segment.

During the year ended December 31, 2020, we also recorded impairment charges of $28.0 million on the Schkopau PBR assets which are allocated to the Synthetic Rubber business. As discussed below, during the second quarter of 2021 these assets were classified as held-for-sale and their operating results were classified as discontinued operations for all periods presented, along with the rest of the Synthetic Rubber business.

Through December 31, 2021, we have continued to assess the recoverability of certain assets, and concluded there are no additional significant events or circumstances identified by management that would indicate these assets are not recoverable. However, the current environment is subject to changing market conditions and requires significant management judgment to identify the potential impact to our assessment. If we are not able to achieve certain actions or our future operating results do not meet our expectations, it is possible that impairment charges may need to be recorded on one or more of our operating facilities.

Long-lived assets to be disposed of by sale are classified as held-for-sale and are reported at the lower of carrying amount or fair value less cost to sell, and depreciation is ceased. Long-lived assets to be disposed of in a manner other than by sale are classified as held-and-used until they are disposed. In May 2021, the Company entered into an agreement to sell our Synthetic Rubber business, as a result of which the assets and liabilities of the Synthetic Rubber business were classified as held-for-sale in the consolidated balance sheets starting in the second quarter of 2021, and have been reflected as such for all periods presented until their disposal. The sale transaction was completed in December 2021, thus as of December 31, 2021 these assets and liabilities are no longer held-for-sale. Additionally, starting in the second quarter of 2021, the operating results of the Synthetic Rubber business, net of taxes, have been classified as discontinued operations in the consolidated statements of operations for all periods presented. Refer to Note 5 for more information.

As noted above, our goodwill impairment testing is performed annually as of October 1 at a reporting unit level. We perform more frequent impairment tests when events or changes in circumstances indicate that the fair value of a reporting unit has more likely than not declined below its carrying value. As of our annual assessment date of October 1, 2021, each of our reporting units had fair values that exceeded the carrying value of their net assets, indicating that no impairment of goodwill is warranted.

A goodwill impairment loss generally would be recognized when the carrying amount of the reporting unit’s net assets exceeds the estimated fair value of the reporting unit. The estimated fair value of a reporting unit is determined using a market approach and an income approach (under the discounted cash flow method). When supportable, the Company employs the qualitative assessment of goodwill impairment prescribed by Accounting Standards Codification 350. As of December 31, 2021, our $710.1 million in total goodwill is allocated to our reportable segments as follows: $667.3 million to Engineered Materials, $15.9 million to Latex Binders, $22.4 million to Base Plastics, and $4.5 million to Polystyrene, with no amounts allocated to the Feedstocks or Americas Styrenics segments. Of the $667.3 million of goodwill allocated to Engineered Materials, $652.6 million was recorded at fair value on the date of acquisition related to the PMMA business and Aristech Surfaces business acquired in 2021.

Factors which could result in future impairment charges, among others, include changes in worldwide economic conditions, changes in technology, changes in competitive conditions and customer preferences, and fluctuations in foreign currency exchange rates. These factors are discussed in Item 7A—Quantitative and Qualitative Disclosures about MarketRisk and Item 1A— Risk Factors included in this Annual Report.

Income Taxes

We account for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences of temporary differences between the carrying amounts and tax bases of assets and liabilities using enacted rates. The effect of a change in tax rates on deferred taxes is recognized in income in the period that includes the enactment date.

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Deferred taxes are provided on the outside basis differences and unremitted earnings of subsidiaries outside of Ireland. All undistributed earnings of foreign subsidiaries and affiliates are expected to be repatriated as of December 31, 2021. Based on the evaluation of available evidence, both positive and negative, we recognize future tax benefits, such as net operating loss carryforwards and tax credit carryforwards, to the extent that realizing these benefits is considered to be more likely than not.

As of December 31, 2021, we had deferred tax assets of $122.6 million, after valuation allowances of $127.7 million. In evaluating the ability to realize the deferred tax assets, we rely on, in order of increasing subjectivity, taxable income in prior carryback years, the future reversals of existing taxable temporary differences, tax planning strategies and forecasted taxable income using historical and projected future operating results.

Swiss federal and cantonal tax reform was enacted on August 6, 2019 and October 25, 2019, respectively, and includes measures such as, the elimination of certain preferential tax regimes and implementation of new tax rates at both the federal and cantonal levels. It also includes transitional relief measures which may provide for future tax deductions. As a result of both the federal and cantonal law changes, the Company recorded a $65.0 million one-time deferred tax benefit for the year ended December 31, 2019, of which $61.6 million was related to cantonal tax law changes. The Company believes it is more likely than not that a portion of this deferred tax benefit recorded as a result of these cantonal tax law changes will not be realized during the utilization period provided by the legislation, spanning 2025 through 2029. This is based on the Company’s estimate of future taxable income in Switzerland, which was determined using management’s judgment and assumptions about various factors, such as: historical experience and results, cyclicality of the business, implications of COVID-19, recent acquisitions and divestitures, and future industry and macroeconomic conditions and trends possible during the aforementioned utilization period. As a result, the Company recorded a $25.3 million valuation allowance as of December 31, 2019. As of December 31, 2021, due to foreign exchange translation, the total valuation allowance recorded was $25.8 million.

As of December 31, 2021, we had deferred tax assets for tax loss carryforward of approximately $389.4 million, $17.4 million of which is subject to expiration in the years between 2022 and 2027. We continue to evaluate our historical and projected operating results for several legal entities for which we maintain valuation allowances on net deferred tax assets.

We are subject to income taxes in Ireland, the United States and numerous foreign jurisdictions, and are subject to audit within these jurisdictions. Therefore, in the ordinary course of business there is inherent uncertainty in quantifying our income tax positions. The tax provision includes amounts considered sufficient to pay assessments that may result from examinations of prior year tax returns; however, the amount ultimately paid upon resolution of issues raised may differ from the amounts accrued. Since significant judgment is required to assess the future tax consequences of events that have been recognized in our financial statements or tax returns, the ultimate resolution of these events could result in adjustments to our financial statements and such adjustments could be material. Therefore, we consider such estimates to be critical in preparation of our financial statements.

The financial statement effect of an uncertain income tax position is recognized when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. Accruals are recorded for other tax contingencies when it is probable that a liability to a taxing authority has been incurred and the amount of the contingency can be reasonably estimated. Uncertain income tax positions have been recorded in “Other noncurrent obligations” in the consolidated balance sheets for the periods presented.

Management judgment is required in determining our provision for income taxes, our deferred tax assets and liabilities, and any valuation allowance recorded against our deferred tax assets. The valuation allowance is based on our estimates of future taxable income and the period over which we expect the deferred tax assets to be recovered. Our estimate of future taxable income is based on management’s judgment and assumptions about various factors including historical experience and results, cyclicality of the business, and future industry and macroeconomic conditions and trends. Changes in these assumptions in future periods may require we adjust our valuation allowance, which could materially impact our financial position and results of operations.

Pension Plans and Postretirement Benefits

We have various company-sponsored retirement plans covering substantially all employees. We also provide certain health care and life insurance benefits to retired employees in the United States. The U.S.-based plans provide health care benefits, including hospital, physicians’ services, drug and major medical expense coverage, and life

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insurance benefits. We recognize the underfunded or overfunded status of a defined benefit pension or postretirement plan as an asset or liability in our consolidated balance sheets and recognize changes in the funded status in the year in which the changes occur through AOCI, which is a component of shareholders’ equity.

A settlement is a transaction that is an irrevocable action that relieves the employer (or the plan) of primary responsibility for a pension or postretirement benefit obligation, and that eliminates significant risks related to the obligation and the assets used to effect the settlement. The Company does not record settlement gains or losses during interim periods when the cost of all settlements in a year is less than or equal to the sum of the service cost and interest cost components of net periodic benefit cost for the plan in that year.

Pension benefits associated with these plans are generally based on each participant’s years of service, compensation, and age at retirement or termination. The discount rate is an important element of expense and liability measurement. We evaluate our assumptions at least once each year, or as facts and circumstances dictate, and make changes as conditions warrant.

We determine the discount rate used to measure plan liabilities as of the December 31 measurement date for the pension and postretirement benefit plans. The discount rate reflects the current rate at which the associated liabilities could be effectively settled at the end of the year. We set our discount rates to reflect the yield of a portfolio of high quality, fixed-income debt instruments that would produce cash flows sufficient in timing and amount to settle projected future benefits.

We use a full yield curve approach in the estimation of the future service and interest cost components of net periodic benefit cost for our defined benefit pension and other postretirement benefit plans by applying the specific spot rates along the yield curve used in the determination of the benefit obligation to the relevant projected cash flows. Service cost related to our defined benefit pension plans and other postretirement plans is included within “Cost of sales” and “Selling, general and administrative expenses,” whereas all other components of net periodic benefit cost are included within “Other expense, net” in the consolidated statements of operations.

We determine the expected long-term rate of return on assets by performing an analysis of historical and expected returns based on the underlying assets, which generally are insurance contracts. We also consider our historical experience with the pension fund asset performance. The expected return of each asset class is derived from a forecasted future return confirmed by current and historical experience. Future actual net periodic benefit cost will depend on the performance of the underlying assets and changes in future discount rates, among other factors.

The weighted average assumptions used to determine pension plan obligations and net periodic benefit costs are provided below:

Non-U.S. Defined U.S. Defined Benefit Other Postretirement

Benefit Pension Plans Pension Plans (1) Benefit Plans

December 31, December 31, December 31,

Pension and other postretirement plan obligations:

Net periodic benefit costs:

Holding all other factors constant, a 0.25% increase (decrease) in the discount rate used to determine net periodic benefit cost would decrease (increase) 2022 pension expense for our non-U.S. plans by approximately $1.5 million and $(1.5) million, respectively. Holding all other factors constant, a 0.25% increase (decrease) in the long-term rate of return on assets used to determine net periodic benefit cost for our non-U.S. plans would decrease (increase) 2022 pension expense by approximately $0.1 million and $(0.1) million, respectively. Holding all other factors constant, a 0.25%

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increase or decrease in the discount rate, or the long-term rate of return on assets, used to determine net periodic benefit cost for our U.S. plans would change our 2022 pension expense by less than $0.1 million.

Plan assets totaled $157.1 million as of December 31, 2021 and 2020. As noted above, plan assets are invested primarily in insurance contracts that provide for guaranteed returns. Investments in the pension plan insurance contracts are valued utilizing unobservable inputs, which are contractually determined based on returns, fees, and the present value of the future cash flows, or cash surrender values, of the contracts, and are classified as Level 3 investments. The Company presents certain pension plan assets valued at net asset value per share as a practical expedient outside of the fair value hierarchy.

Recent Accounting Pronouncements

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

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to changes in interest rates and foreign currency exchange rates because we finance certain operations through fixed and variable rate debt instruments and denominate our transactions in a variety of foreign currencies. We are also exposed to changes in the prices of certain commodities that we use in production. Changes in these rates and commodity prices may have an impact on future cash flows and earnings. We manage these risks through normal operating and financing activities and, when deemed appropriate, through the use of derivative financial instruments. We do not enter into financial instruments for trading or speculative purposes.

By using derivative instruments, we are subject to credit and market risk. The fair market value of the derivative instruments is determined by using valuation models whose inputs are derived using market observable inputs, including interest rate yield curves, as well as foreign exchange and commodity spot and forward rates, and reflects the asset or liability position as of the end of each reporting period. When the fair value of a derivative contract is positive, the counterparty owes us, thus creating a receivable risk for us. We are exposed to counterparty credit risk in the event of non-performance by counterparties to our derivative agreements. We minimize counterparty credit (or repayment) risk by entering into transactions with various major financial institutions of investment grade credit rating.

Our exposure to market risk is not hedged in a manner that completely eliminates the effects of changing market conditions on earnings or cash flows.

Interest Rate Risk

Given the Company’s debt structure, we have certain exposure to changes in interest rates. Refer to Note 12 in the consolidated financial statements for further information regarding the Company’s debt facilities.

The Company’s 2028 Term Loan B bears an interest rate of LIBOR plus 2.50% (subject to a 0.00% LIBOR floor) and is not party to an interest rate swap agreement. The Company’s 2024 Term Loan B bears an interest rate of LIBOR plus 2.00% (subject to a 0.00% LIBOR floor) as of December 31, 2021. In order to reduce the variability in interest payments associated with our variable rate debt, the Company has entered into an interest rate swap agreement on our 2024 Term Loan B that converts a portion of this variable rate borrowing into a fixed rate obligation. This interest rate swap agreement is designated as a cash flow hedge, and as such, the contract is 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 effects earnings or it becomes probable that the forecasted transaction will not occur.

Based on weighted average outstanding borrowings under the 2028 Term Loan B and 2024 Term Loan B for the year ended December 31, 2021, an increase in 100 basis points in LIBOR would have resulted in approximately $12.1 million of additional interest expense for the period, inclusive of the impact of the interest rate swap agreements discussed above.

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

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margin (as defined in the Credit Agreement). As of December 31, 2021, the Borrowers are required to pay a quarterly commitment fee in respect of any unused commitments under the 2026 Revolving Facility equal to 0.375% per annum. As of and for the year ended December 31, 2021, we had no variable rate debt issued under our 2026 Revolving Facility.

Our Accounts Receivable Securitization Facility is subject to interest charges on both the amount of outstanding borrowings as well as the amount of available, but undrawn commitments under the facility. As noted in the table above, in September 2021, we extended the maturity date of the facility to November 2021 and then we further amended the facility in November 2021, which included extension of the maturity date to November 2024. As of December 31, 2021, the Accounts Receivable Securitization Facility incurs fixed interest charges of 1.65% on outstanding borrowings plus variable commercial paper rates which vary by month and by currency, as outstanding balances can be denominated in euros and U.S. dollars, as well as fixed charges of 0.80% on available, but undrawn commitments. On August 27, 2021, in conjunction with the Aristech Surfaces Acquisition, we drew $150.0 million on our Accounts Receivable Securitization Facility. This draw was fully repaid within three months and there was no outstanding balance at December 31, 2021, thus we incurred variable rate interest of less than $1.0 million related to this facility during the year ended December 31, 2021.

Foreign Currency Risks

The Company’s ongoing business operations expose us to foreign currency risks, including fluctuating foreign exchange rates. Our primary foreign currency exposure is the euro-to-U.S. dollar exchange rate, noting that approximately 57% of our net sales were generated in Europe for the year ended December 31, 2021. To a lesser degree, we are also exposed to the exchange rates between the U.S. dollar and other currencies, including, among others, the Chinese yuan, Swiss franc, New Taiwan dollar, and Mexican peso. To manage these risks, the Company periodically enters into derivative financial instruments such as foreign exchange forward contracts.

Certain subsidiaries have monetary assets and liabilities denominated in currencies other than their respective functional currencies, which creates foreign exchange risk. Our principal strategy in managing exposure to changes in foreign currency exchange rates is to naturally hedge the foreign currency-denominated liabilities on our consolidated balance sheets against corresponding assets of the same currency such that any changes in liabilities due to fluctuations in exchange rates are offset by changes in their corresponding foreign currency assets. In order to further reduce our exposure, we use foreign exchange forward contracts to economically hedge the impact of the variability in exchange rates on our monetary assets and liabilities denominated in certain foreign currencies. These derivative contracts are not designated for hedge accounting treatment.

The Company also enters into forward contracts with the objective of managing the currency risk associated with forecasted U.S. dollar-denominated raw materials purchases by one of our subsidiaries whose functional currency is the euro. By entering into these forward contracts, which are designated as cash flow hedges, the Company buys a designated amount of U.S. dollars and sells euros at the prevailing market rate to mitigate the risk associated with the fluctuations in the euro-to-U.S. dollar foreign currency exchange rate. The qualifying hedge contracts are marked-to-market at each reporting date and any unrealized gains or losses are included in AOCI to the extent effective, and reclassified to cost of sales in the period during which the transaction affects earnings or it becomes probable that the forecasted transaction will not occur. Based on unfavorable prevailing rate forecasts, the Company has not entered into forward contracts for the purposes of hedging its exposure to the euro. A 1% change in the euro will impact our annual profitability by approximately $1.0 million on a pre-tax basis.

We have legal entities consolidated in our financial statements that have functional currencies other than the U.S. dollar, our reporting currency. As a result of currencies fluctuating against the U.S. dollar, currency translation gains and losses are recorded in other comprehensive income, primarily as a result of the remeasurement of our euro functional legal entities as of December 31, 2021 and 2020.

Commodity Price Risk

We purchase certain raw materials such as benzene, ethylene, butadiene, BPA, styrene, MMA, and acetone primarily under short- and long-term supply contracts. The pricing terms for these raw material purchases are generally determined based on commodity indices and prevailing market conditions within the relevant geography. The selling prices of our products are generally based, in part, on the current or forecasted costs of our key raw materials, but are often subject to a predetermined lag period for the pass through of these costs. As such, during periods of significant raw

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material price volatility, the Company may experience material volatility in earnings and cash flows due to the lag in passing through raw material costs, primarily for benzene, ethylene, butadiene, styrene, MMA, and acetone. Assuming no changes in sales price, volume or mix, a hypothetical 10% change in the market price of our raw materials would have impacted cost of sales by approximately $308.0 million for the year ended December 31, 2021.

We mitigate the risk of volatility in commodity prices where possible bypassing changes in raw material costs through to our customers by adjusting our prices or including provisions in our contracts that allow us to adjust prices in such a circumstance or by including pricing formulas which utilize commodity indices. Nevertheless, we may be subject to the timing differences described above for the pass through of these costs. In addition, even when raw material costs may be passed on to our customers, during periods of high raw material price volatility, customers without minimum purchase requirements with us may choose to delay purchases of our materials or, in some cases, substitute purchases of our materials with less costly products. We do not currently enter into derivative financial instruments to manage our commodity price risk relating to our raw material contracts.

Item 8. Financial Statements and Supplementary Data

The financial statements and supplementary data required by Regulation S-X are included in Item 15- Exhibits, Financial Statements Schedules contained in Part IV of this Annual Report.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed by us in our reports that we file or submit under the Exchange Act (as defined in Rules 13a-15e 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, including 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 December 31, 2021. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this Annual Report were effective to provide the reasonable level of assurance described above.

Management’s Annual Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies and procedures may deteriorate.

Management conducted an assessment of the Company’s internal control over financial reporting as of December 31, 2021 based on the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the assessment, management concluded that, as of December 31, 2021, the Company’s internal control over financial reporting is effective.

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In May 2021, the Company completed the PMMA Acquisition and in September 2021, the Company completed the Aristech Surfaces Acquisition. Based on the SEC staff guidance, management has excluded these acquisitions from its assessment of the effectiveness of its internal control over financial reporting as of December 31, 2021. The PMMA Acquisition constituted 10% of the Company’s total assets as of December 31, 2021 and 9% of the Company’s net sales for the year ended December 31, 2021. The Aristech Surfaces Acquisition constituted 3% of the Company’s total assets as of December 31, 2021 and 1% of the Company’s net sales for the year ended December 31, 2021.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2021 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the quarter ended December 31, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

None.

Part III

Item 10. Directors, Executive Officers and Corporate Governance

The information required by this Item 10 is incorporated herein by reference from the sections captioned “Election of Directors,” “Corporate Governance,” “Stock Ownership Information,” and “Delinquent Section 16(a) Reports” of the Company’s definitive proxy statement for the 2022 annual general meeting of shareholders to be filed with the SEC pursuant to Regulation 14A under the Securities Exchange Act of 1934 (the “2022 Proxy Statement”).

Code of Ethics

The Company has adopted a Code of Business Conduct applicable to all of our directors, officers and employees, and a Code of Ethics for Senior Financial Employees applicable to our principal executive, financial and accounting officers, and all persons performing similar functions. A copy of each of those Codes is available on the Company’s corporate website at www.trinseo.com under Investor Relations—Corporate Governance—Ethics and Compliance. If we make any substantive amendments to these Codes, or grant any waivers, including any implicit waivers from the provisions of these Codes, we will make a disclosure on our website or in a report on Form 8-K. Our Code of Business of Conduct is supported by a number of support policies which are specifically referenced in the Code, and most of which are also available on our corporate website. Our website and the information contained on that site, or accessible through that site, are not a part of, and are not incorporated by reference into, this Annual Report.

Item 11. Executive Compensation

The information required by this Item 11 will be contained in our 2022 Proxy Statement and is incorporated by reference herein.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

The information required by this Item 12 will be contained in our 2022 Proxy Statement and is incorporated by reference herein.

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information required by this Item 13 will be contained in our 2022 Proxy Statement and is incorporated by reference herein.

Item 14. Principal Accounting Fees and Services

The information required by this Item 14 will be contained in our 2022 Proxy Statement and is incorporated by reference herein.

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Part IV

Item 15. Exhibits, Financial Statement Schedules

(a) The following documents are filed as part of this report:

1. Financial statements:

Report of Independent Registered Public Accounting Firm F-2

Consolidated Balance Sheets as of December 31, 2021 and 2020 F-5

Americas Styrenics LLC

Audited Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm F-68

Consolidated Balance Sheets as of December 31, 2021 and 2020 F-69

2. Exhibits: The exhibits to this report are listed in the exhibit index below.

EXHIBIT INDEX

Exhibit No. Description

3.1 † Memorandum and Articles of Association of Trinseo PLC

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Exhibit No. Description

4.3 † Description of Securities

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Exhibit No. Description

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Exhibit No. Description

10.30* † Trinseo PLC Amended and Restated 2014 Omnibus Incentive Plan

10.33* † Form of Restricted Stock Unit Award Agreement

10.34* † Form of Non-statutory Stock Option Award Agreement

10.35* † Form of Performance Award Stock Unit Agreement

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Exhibit No. Description

21.1 † Subsidiaries of Trinseo PLC

101.INS † iXBRL Instance Document

101.SCH † iXBRL Taxonomy Extension Schema Document

101.CAL † iXBRL Taxonomy Extension Calculation Linkbase Document

101.DEF † iXBRL Taxonomy Extension Definition Linkbase Document

101.LAB † iXBRL Extension Label Linkbase Document

101.PRE † iXBRL Taxonomy Extension Presentation Linkbase Document

* Compensatory plan or arrangement.

§§ Certain portions of this exhibit were redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The omitted information is (i) not material and (ii) would likely cause us competitive harm if publicly disclosed. We agree to

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furnish supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission on its request; provided, however that the Company may request confidential treatment of this exhibit pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

§§§ Certain schedules and similar attachments have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Trinseo PLC hereby agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request.

† Filed herewith.

Item 16. Form 10-K Summary

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: February 23, 2022

TRINSEO PLC

By: /s/ Frank Bozich

Name: Frank Bozich

Title: President and Chief Executive Officer(Principal Executive Officer)

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Pursuant to the requirements of the Securities Act of 1934, this report has been signed by the following persons in the capacities and on the dates indicated.

Signature Title Date

Frank Bozich (Principal Executive Officer)

David Stasse (Principal Financial Officer)

Bernard M. Skeete (Principal Accounting Officer)

/s/ Joseph Alvarado Director February 23, 2022

Joseph Alvarado

/s/ Victoria Brifo Director February 23, 2022

Victoria Brifo

/s/ Jeffrey J. Cote Director February 23, 2022

Jeffrey J. Cote

/s/ Pierre-Marie De Leener Director February 23, 2022

Pierre-Marie De Leener

/s/ Jeanmarie Desmond Director February 23, 2022

Jeanmarie Desmond

/s/ Matthew T. Farrell Director February 23, 2022

Matthew T. Farrell

/s/ K’Lynne Johnson Director February 23, 2022

K’Lynne Johnson

/s/ Sandra Beach Lin Director February 23, 2022

Sandra Beach Lin

/s/ Philip R. Martens Director February 23, 2022

Philip R. Martens

/s/ Donald T. Misheff Director February 23, 2022

Donald T. Misheff

/s/ Henri Steinmetz Director February 23, 2022

Henri Steinmetz

/s/ Mark Tomkins Director February 23, 2022

Mark Tomkins

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Audited Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm (PCAOB ID 238) F-2

Consolidated Balance Sheets as of December 31, 2021 and 2020 F-5

Americas Styrenics LLC*

Audited Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm (PCAOB ID 34) F-68

Consolidated Balance Sheets as of December 31, 2021 and 2020 F-69

F-1

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Trinseo PLC

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Trinseo PLC and its subsidiaries (the “Company”) as of December 31, 2021 and 2020, and the related consolidated statements of operations, of comprehensive income (loss), of shareholders' equity and of cash flows for each of the three years in the period ended December 31, 2021, including the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, based on our audits and the report of other auditors, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Trinseo PLC TSEOQ US Equity

TSEOQ · 10-K · period ended 2021-12-31

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Item 8. Financial Statements and Supplementary Data

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9A. Controls and Procedures

Item 9B. Other Information

Item 10. Directors, Executive Officers and Corporate Governance

Item 11. Executive Compensation

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

Item 13. Certain Relationships and Related Transactions, and Director Independence

Item 14. Principal Accounting Fees and Services

Item 15. Exhibits, Financial Statement Schedules

Item 16. Form 10-K Summary

Trinseo PLC TSEOQ US Equity☆

TSEOQ · 10-K · period ended 2021-12-31

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Item 8. Financial Statements and Supplementary Data

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9A. Controls and Procedures

Item 9B. Other Information

Item 10. Directors, Executive Officers and Corporate Governance

Item 11. Executive Compensation

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

Item 13. Certain Relationships and Related Transactions, and Director Independence

Item 14. Principal Accounting Fees and Services

Item 15. Exhibits, Financial Statement Schedules

Item 16. Form 10-K Summary

Trinseo PLC TSEOQ US Equity