8-K - TSEOF - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): **** May 4, 2022

Trinseo PLC

(Exact name of registrant as specified in its charter)


Ireland		001-36473		N/A
(State or other jurisdiction<br>of incorporation or organization)		(Commission<br>File Number)		(I.R.S. Employer<br>Identification Number)

1000 Chesterbrook Boulevard , Suite 300

Berwyn , Pennsylvania **** 19312

(Address of principal executive offices, including zip code)

( 610 ) 240-3200

(Telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading symbol	Name of Exchange on which registered
Ordinary Shares, par value $0.01 per share	TSE	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 2.02	Results of Operations and Financial Condition

On May 4, 2022, Trinseo PLC, a public limited company existing under the laws of Ireland (the “Company”), issued a press release announcing its financial results for the first quarter ended March 31, 2022. A copy of the press release is furnished as Exhibit 99.1 hereto. The Company intends to hold an investor call and webcast to discuss these results on Thursday, May 5, 2022 at 10 AM Eastern Time. Ahead of this call the Company is also making available on its website an investor presentation, which will be discussed on the call and is furnished as Exhibit 99.2 hereto.

The information contained herein and in the accompanying exhibits shall not be deemed filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

ITEM 9.01.	Financial Statements and Exhibits

(d) Exhibits

ay
Exhibit Number		Description
99.1		Press Release dated May 4, 2022
99.2		Investor Presentation, dated May 4, 2022
104		Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

SIGNATURES

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

a
	TRINSEO PLC


	By:	/s/ David Stasse
	Name:	David Stasse
	Title:	Executive Vice President and Chief Financial Officer

Date: May 4, 2022<br><br>

Exhibit 99.1


Press Contact:		Investor Contact:
Trinseo		Trinseo
Dina Pokedoff		Andy Myers
Tel : +1 610-240-3307		Tel : +1 610-240-3221
Email: dpokedoff@trinseo.com		Email: aemyers@trinseo.com

Trinseo Reports First Quarter 2022 Financial Results and Updates Full-Year Outlook

First Quarter 2022 and Other Highlights

●	Net income from continuing operations of $17 million and diluted EPS from continuing operations of $0.45
●	Net income includes a pre-tax charge of $36 million related to the 2018 European Commission request for information regarding styrene monomer purchasing activity in the European Economic Area
---	---
●	Adjusted EBITDA* of $178 million, including a $32 million favorable impact from net timing, and Adjusted Net Income* of $79 million
---	---
●	Cash used in operations of $5 million and capital expenditures of $25 million resulted in Free Cash Flow* of negative $30 million; working capital use of $103 million mainly from a steep rise in raw material prices and sequentially higher sales in the first quarter
---	---
●	Repurchased 909 thousand shares for $50 million
---	---


	Three Months Ended
	March 31,
$millions, except per share data	2022		2021
Net Sales	$	1,387	$	986
Net Income from continuing operations		17		66
EPS from continuing operations (Diluted) ($)		0.45		1.67
Adjusted Net Income^(1)^*		79		123
Adjusted EPS ($)*		2.08		3.12
EBITDA*		115		121
Adjusted EBITDA^(1)^*		178		184

*For a reconciliation of EBITDA, Adjusted EBITDA, and Adjusted Net Income, all of which are non-GAAP measures, to Net Income, as well as a reconciliation of Free Cash Flow and Adjusted EPS, see Notes 2 and 3 to the financial statements included below.

(1) Adjusted Net Income excludes discontinued operations contribution of $6 million, and Adjusted EBITDA excludes discontinued operations contribution of $17 million, respectively, for the three months ended March 31, 2021.

BERWYN, Pa — May 4, 2022 — Trinseo (NYSE: TSE), a global materials solutions provider and manufacturer of plastics and latex binders, today reported its first quarter 2022 financial results. Net sales in the first quarter increased 41% versus prior year. Higher prices resulted in a 26% increase mainly due to the pass through of higher raw material costs, such as styrene, along with higher energy costs. The remainder of the net sales increase was from the addition of the acquired PMMA and Aristech Surfaces businesses within the Engineered Materials segment. First quarter net income from continuing operations of $17 million was $49 million below prior year due to a pre-tax charge of $36 million related to the European Commission request for information and additional depreciation and amortization from our recent acquisitions. First quarter Adjusted EBITDA of $178 million was $6 million lower than prior year as the additional earnings from the acquired businesses in Engineered Materials and a positive year-over-year net timing variance of $26 million from rising raw material prices was more than offset by lower styrene margins along with lower automotive volumes in Base Plastics.

Commenting on the Company’s first quarter performance, Frank Bozich, President and Chief Executive Officer of Trinseo, said, “We had a solid start to the year with first quarter earnings similar to last year despite operating in a more challenging business environment as geopolitical factors in Europe pressure supply chains, customer production and energy costs in the region. I’m very proud of our employees who have enacted a number of measures to combat this difficult landscape including ensuring raw material supply and adapting our commercial model to more accurately capture input cost volatility. By leveraging our workforce and our global footprint, we continue to provide our customers with quality products and unique solutions.”

First Quarter Results and Commentary by Business Segment

●

Engineered Materials net sales of $295 million for the quarter increased $229 million versus prior year and Adjusted EBITDA of $35 million increased $27 million versus prior year. These increases were primarily attributable to the addition of the acquired PMMA and Aristech Surfaces businesses. Excluding the acquired businesses, net sales were flat to prior year and Adjusted EBITDA decreased from lower volumes to consumer electronics applications. Increased frequency in pricing adjustments resulted in passing through energy costs in a more timely manner, but unprecedented volatility in the European energy market still resulted in a $4 million headwind during the quarter. The integration and synergy realization of the newly acquired businesses are both on track.

●

Latex Binders net sales of $307 million for the quarter increased 22% versus prior year due primarily to the passthrough of higher raw materials such as styrene and butadiene. Sales volume was lower than prior year with the majority of the impact from lower sales to paper and carpet applications. Adjusted EBITDA of $30 million was $13 million higher than prior year as pricing actions and a $20 million positive net timing variance more than offset higher freight and utility costs as well as lower sales volumes.

●

Base Plastics net sales of $396 million for the quarter were 21% higher than prior year. Higher price accounted for a 31% increase in net sales due to the passthrough of higher raw materials and pricing actions. Adjusted EBITDA of $69 million was $4 million favorable versus prior year as a $7 million positive net timing variance and stronger margins were partially offset by lower volume in automotive applications as supply chain constraints continue to cause production issues for customers.

●	Polystyrene net sales of $318 million for the quarter were 19% above prior year mainly from the passthrough of higher styrene prices. Adjusted EBITDA of $45 million was $2 million lower than prior year as weaker market conditions in Asia, including impacts from COVID-19 lockdowns, were offset by stronger demand and pricing initiatives in Europe.

●	Feedstocks Adjusted EBITDA of $4 million was $42 million lower than prior year due to lower styrene margins including impacts from higher utility costs.

●	Americas Styrenics Adjusted EBITDA of $22 million for the quarter was $1 million below prior year as higher polystyrene margin mostly offset the impacts of the styrene production turnaround.

2022 Full-Year Outlook

●	Full-year 2022 net income of $174 million to $211 million and Adjusted EBITDA of $625 million to $675 million

●	Full-year 2022 cash from operations of approximately $355 million and Free Cash Flow of approximately $175 million

Commenting on the outlook for 2022, Bozich said, “I’m pleased with our start to the year with another quarter of solid results as we continue to successfully navigate uncertain and challenging conditions. Our updated outlook reflects a continuation of these conditions through the remainder of the year as well as the current styrene production outages at our Terneuzen site and AmSty’s St. James site, which we anticipate will impact results by approximately $35 million. We remain focused on our transformation to a specialty material and sustainable solutions provider, including progressing on the sale process of the Styrenics businesses. The recently announced changes to our organizational structure including the creation of the leadership positions of Chief Sustainability Officer,

Chief Commercial Officer and Chief Technology Officer, will help us exploit the greatly increased growth opportunities that we now have as a result of our transformation while achieving our 2030 Sustainability Goals.”

Conference Call and Webcast Information

Trinseo will host a conference call to discuss its first quarter 2022 financial results on Thursday, May 5, 2022 at 10 a.m. Eastern Time.

Commenting on results will be Frank Bozich, President and Chief Executive Officer, David Stasse, Executive Vice President and Chief Financial Officer, and Andy Myers, Director of Investor Relations.

For those interested in asking questions during the Q&A session, please register using the following link:

●	Conference Call Registration

For those interested in listening only, please register for the webcast using the following link:

●	Webcast Registration

After registering for the conference call, you will receive a confirmation email with a meeting invitation and information for entry. Registration is open through the live call, but it is advised that you register in advance to ensure you are connected for the full call.

Trinseo has posted its first quarter 2022 financial results on the Company’s Investor Relations website. The presentation slides will also be made available in the webcast player prior to the conference call. The Company will also furnish copies of the financial results press release and presentation slides to investors by means of a Form 8-K filing with the U.S. Securities and Exchange Commission.

A replay of the conference call and transcript will be archived on the Company’s Investor Relations website shortly following the conference call. The replay will be available until May 5, 2023.

About Trinseo

Trinseo (NYSE: TSE) is a global materials solutions provider and manufacturer of plastics and latex binders with a focus on delivering innovative, sustainable, and value-creating products that are intrinsic to our daily lives. Trinseo is dedicated to making a positive impact on society by partnering with like-minded stakeholders, and supporting the sustainability goals of our customers in a wide range of end-markets including automotive, consumer electronics, appliances, medical devices, packaging, footwear, carpet, paper and board, and building and construction. Trinseo had approximately $4.8 billion in net sales in 2021 and has 26 manufacturing sites and one recycling facility around the world and approximately 3,400 employees. For more information, please visit: www.trinseo.com.

Use of non-GAAP measures

In addition to using standard measures of performance and liquidity that are recognized in accordance with accounting principles generally accepted in the United States of America (“GAAP”), we use additional measures of income excluding certain GAAP items (“non-GAAP measures”), such as Adjusted Net Income, EBITDA, Adjusted EBITDA and Adjusted EPS and measures of liquidity excluding certain GAAP items, such as Free Cash Flow. We believe these measures are useful for investors and management in evaluating business trends and performance each period. These measures are also used to manage our business and assess current period profitability, as well as to provide an appropriate basis to evaluate the effectiveness of our pricing strategies. Such measures are not recognized in accordance with GAAP and should not be viewed as an alternative to GAAP measures of performance or liquidity, as applicable. The definitions of each of these measures, further discussion of usefulness, and reconciliations of non-GAAP measures to GAAP measures are provided in the Notes to Condensed Consolidated Financial Information presented herein.

Cautionary Note on Forward-Looking Statements

This press release may contain forward-looking statements including, without limitation, statements concerning plans, objectives, goals, projections, forecasts, strategies, future events or performance, and underlying assumptions and other statements, which are not statements of historical facts or guarantees or assurances of future performance. Forward-looking statements may be identified by the use of words like "expect," "anticipate," "intend," "forecast," "outlook," "will," "may," "might," "see," "tend," "assume," "potential," "likely," "target," "plan," "contemplate," "seek," "attempt," "should," "could," "would" or expressions of similar meaning. Forward-looking statements reflect management’s evaluation of information currently available and are based on our current expectations and assumptions, our potential sale of our styrenics businesses and expected proceeds of the proposed sale, our business, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Factors that might cause such a difference include, but are not limited to, our ability to complete the potential sale of our styrenics businesses; our ability to successfully execute our transformation strategy and business strategy; our ability to integrate acquired businesses; global supply chain volatility and increased costs or disruption in the supply of raw materials; increased energy costs or costs for transportation of our products; the

nature of investment opportunities presented to the Company from time to time; the outcome of the European Commission’s request for information; and those discussed in our Annual Report on Form 10-K, under Part I, Item 1A —"Risk Factors" and elsewhere in our other reports, filings and furnishings made with the U.S. Securities and Exchange Commission from time to time. As a result of these or other factors, our actual results, performance or achievements may differ materially from those contemplated by the forward-looking statements. Therefore, we caution you against relying on any of these forward-looking statements. The forward-looking statements included in this press release are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

TRINSEO PLC

Condensed Consolidated Statements of Operations

(In millions, except per share data)

(Unaudited)


	Three Months Ended
	March 31,
	2022		2021
Net sales	$	1,386.7	$	986.0
Cost of sales		1,210.7		797.1
Gross profit		176.0		188.9
Selling, general and administrative expenses		96.7		56.5
Equity in earnings of unconsolidated affiliates		21.6		22.9
Other charges		36.3		—
Operating income		64.6		155.3
Interest expense, net		21.9		12.0
Acquisition purchase price hedge loss		—		55.0
Other expense, net		3.0		2.4
Income from continuing operations before income taxes		39.7		85.9
Provision for income taxes		22.6		20.1
Net income from continuing operations		17.1		65.8
Net income (loss) from discontinued operations, net of income taxes		(0.4)		5.7
Net income	$	16.7	$	71.5
Weighted average shares- basic		37.3		38.5
Net income (loss) per share- basic:
Continuing operations	$	0.46	$	1.71
Discontinued operations		(0.01)		0.15
Net income per share- basic	$	0.45	$	1.86
Weighted average shares- diluted		38.1		39.5
Net income (loss) per share- diluted:
Continuing operations	$	0.45	$	1.67
Discontinued operations		(0.01)		0.14
Net income per share- diluted	$	0.44	$	1.81

TRINSEO PLC

Condensed Consolidated Balance Sheets

(In millions)

(Unaudited)


	March 31,		December 31,
	2022		2021
Assets
Cash and cash equivalents	$	448.7	$	573.0
Accounts receivable, net of allowance		814.3		740.2
Inventories		682.0		621.0
Other current assets		41.4		44.3
Investments in unconsolidated affiliates		262.0		247.8
Property, plant, equipment, goodwill, and other intangible assets, net		2,234.6		2,252.9
Right-of-use assets - operating, net		81.4		85.3
Other long-term assets		135.7		147.7
Total assets	$	4,700.1	$	4,712.2
Liabilities and shareholders’ equity
Current liabilities		940.5		914.4
Long-term debt, net of unamortized deferred financing fees		2,304.3		2,305.6
Noncurrent lease liabilities - operating		65.1		69.2
Other noncurrent obligations		417.4		409.9
Shareholders’ equity		972.8		1,013.1
Total liabilities and shareholders’ equity	$	4,700.1	$	4,712.2

TRINSEO PLC

Condensed Consolidated Statements of Cash Flows

(In millions)

(Unaudited)


	Three Months Ended
	March 31,
	2022		2021
Cash flows from operating activities
Cash provided by (used in) operating activities - continuing operations	$	(5.2)	$	40.7
Cash provided by operating activities - discontinued operations		0.2		10.3
Cash provided by (used in) operating activities		(5.0)		51.0

Cash flows from investing activities
Capital expenditures		(23.9)		(11.2)
Cash paid for asset or business acquisitions, net of cash acquired ($1.0 and $0.0)		(22.2)		—
Cash used in investing activities - continuing operations		(46.1)		(11.2)
Cash used in investing activities - discontinued operations		(0.9)		(1.4)
Cash used in investing activities		(47.0)		(12.6)

Cash flows from financing activities
Deferred financing fees		—		(1.3)
Short-term borrowings, net		(3.6)		(2.8)
Purchase of treasury shares		(51.9)		—
Dividends paid		(12.4)		(3.3)
Proceeds from exercise of option awards		1.7		9.0
Withholding taxes paid on restricted share units		(0.8)		(0.8)
Repayments of 2024 Term Loan B and 2028 Term Loan B		(3.6)		—
Net proceeds from issuance of 2029 Senior Notes		—		450.0
Cash provided by (used in) by financing activities		(70.6)		450.8
Effect of exchange rates on cash		(1.7)		(9.5)
Net change in cash, cash equivalents, and restricted cash		(124.3)		479.7
Cash, cash equivalents, and restricted cash—beginning of period		573.0		588.7
Cash, cash equivalents, and restricted cash—end of period	$	448.7	$	1,068.4
Less: Restricted cash		—		(450.0)
Cash and cash equivalents—end of period	$	448.7	$	618.4

TRINSEO PLC

Notes to Condensed Consolidated Financial Information

(Unaudited)

Note 1: Net Sales by Segment


	Three Months Ended
	March 31,
(In millions)	2022		2021
Engineered Materials	$	295.2	$	65.8
Latex Binders		306.7		251.0
Base Plastics		396.5		328.9
Polystyrene		318.0		266.9
Feedstocks		70.3		73.4
Americas Styrenics*		—		—
Total Net Sales	$	1,386.7	$	986.0

* The results of this segment are comprised entirely of earnings from Americas Styrenics, our 50%-owned equity method investment. As such, we do not separately report net sales of Americas Styrenics within our condensed consolidated statements of operations.

Note 2: Reconciliation of Non-GAAP Performance Measures to Net Income

EBITDA is a non-GAAP financial performance measure, which is defined as income from continuing operations before interest expense, net; income tax provision; depreciation and amortization expense. We refer to EBITDA in making operating decisions because we believe it provides our management as well as our investors with meaningful information regarding the Company’s operational performance. We believe the use of EBITDA as a metric assists our board of directors, management and investors in comparing our operating performance on a consistent basis.

We also present Adjusted EBITDA as a non-GAAP financial performance measure, which we define as income from continuing operations before interest expense, net; income tax provision; 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 benefits, and other items. In doing so, we are providing management, investors, and credit rating agencies with an indicator of our ongoing performance and business trends, removing the impact of transactions and events that we would not consider a part of our core operations.

Lastly, we present Adjusted Net Income and Adjusted EPS as additional performance measures. Adjusted Net Income is calculated as Adjusted EBITDA (defined beginning with net income from continuing operations, above), less interest expense, less the provision for income taxes and depreciation and amortization, tax affected for various discrete items, as appropriate. Adjusted EPS is calculated as Adjusted Net Income per weighted average diluted shares outstanding for a given period. We believe that Adjusted Net Income and Adjusted EPS provide transparent and useful information to management, investors, analysts and other stakeholders in evaluating and assessing our operating results from period-to-period after removing the impact of certain transactions and activities that affect comparability and that are not considered part of our core operations.

There are limitations to using the financial performance measures noted above. These performance measures are not intended to represent net income or other measures of financial performance. As such, they should not be used as alternatives to net income as indicators of operating performance. Other companies in our industry may define these performance measures differently than we do. As a result, it may be difficult to use these or similarly-named financial measures that other companies may use, to compare the performance of those companies to our performance. We compensate for these limitations by providing reconciliations of these performance measures to our net income, which is determined in accordance with GAAP.


	Three Months Ended
	March 31,
(In millions, except per share data)	2022		2021
Net income	$	16.7	$	71.5
Net income (loss) from discontinued operations		(0.4)		5.7
Net income from continuing operations	$	17.1	$	65.8
Interest expense, net		21.9		12.0
Provision for income taxes		22.6		20.1
Depreciation and amortization		53.0		23.1
EBITDA	$	114.6	$	121.0
Net gain on disposition of businesses and assets		(0.3)		(0.2)	Other expense, net
Restructuring and other charges		0.4		0.3	Selling, general, and administrative expenses
Acquisition transaction and integration net costs (a)		3.2		6.0	Cost of goods sold; Selling, general, and administrative expenses
Acquisition purchase price hedge loss (b)		—		55.0	Acquisition purchase price hedge loss
Asset impairment charges or write-offs		0.7		—	Other charges
European Commission request for information (c)		35.6		—	Other charges
Other items (d)		23.4		2.1	Selling, general, and administrative expenses; Other expense, net
Adjusted EBITDA	$	177.6	$	184.2
Adjusted EBITDA to Adjusted Net Income:
Adjusted EBITDA		177.6		184.2
Interest expense, net		21.9		12.0
Provision for income taxes - Adjusted (e)		25.6		26.1
Depreciation and amortization - Adjusted (f)		50.9		23.0
Adjusted Net Income	$	79.2	$	123.1
Weighted average shares- diluted		38.1		39.5
Adjusted EPS	$	2.08	$	3.12

Adjusted EBITDA by Segment:
Engineered Materials	$	34.7	$	7.9
Latex Binders		30.2		16.8
Base Plastics		68.6		65.3
Polystyrene		45.3		47.4
Feedstocks		4.1		46.3
Americas Styrenics		21.6		22.9
Corporate Unallocated		(26.9)		(22.4)
Adjusted EBITDA	$	177.6	$	184.2

(a)	Acquisition transaction and integration net costs for the three months ended March 31, 2022 and 2021 primarily relate to expenses incurred for the Company’s acquisition and integration of the PMMA business and Aristech Surfaces Acquisitions.

(b)	Acquisition purchase price hedge loss for the three months ended March 31, 2021 was due to the change in fair value of the Company’s forward currency hedge arrangement that economically hedges the euro-denominated purchase price of the acquisition of the Arkema PMMA business.

(c)	Amount for the three months ended March 31, 2022 relates to the estimated liability recorded in connection with the European Commission request for information.

(d)	Other items for the three months ended March 31, 2022 and 2021 relate to certain of the Company’s strategic initiatives. Other items for the three months ended March 31, 2022 relate to our ERP upgrade project and the potential divestiture of our Styrenics businesses.

(e)

Adjusted to remove the tax impact of the items noted within the table above. The income tax expense (benefit) related to these items was determined utilizing either (1) the estimated annual effective tax rate on our ordinary income based upon our forecasted ordinary income for the full year or, (2) for items treated discretely for tax purposes we utilized the applicable rates in the taxing jurisdictions in which these adjustments occurred.

(f)	Amount for the three months ended March 31, 2022 exclude accelerated depreciation of $2.2 million, related to the shortening of the useful life of certain IT assets related to the Company’s transition to a new ERP system.

For the same reasons discussed above, we are providing the following reconciliation of forecasted net income to forecasted Adjusted EBITDA and Adjusted EPS for the full year ended December 31, 2022. See “Note on Forward-Looking Statements” above for a discussion of the limitations of these forecasts.


		Year Ended
		December 31,
(In millions, except per share data)		2022
Adjusted EBITDA	$	625 - 675
Interest expense, net		(93)
Provision for income taxes		(76) - (88)
Depreciation and amortization		(220)
Reconciling items to Adjusted EBITDA (g)		(63)
Net Income from continuing operations		174 - 211
Reconciling items to Adjusted Net Income (g)		62
Adjusted Net Income	$	236 - 273

Weighted average shares - diluted (h)		38.1
EPS from continuing operations - diluted ($)	$	4.56 - 5.54
Adjusted EPS ($)	$	6.19 - 7.17

(g)

Reconciling items to Adjusted EBITDA and Adjusted Net Income are not typically forecasted by the Company based on their nature as being primarily driven by transactions that are not part of the core operations of the business and, as a result, cannot be estimated without unreasonable cost or uncertainty. As such, for the forecasted full year ended December 31, 2022, we have not included estimates for these items.

(h)

Weighted average shares calculated for the purpose of forecasting EPS and Adjusted EPS do not forecast significant future share transactions or events, such as repurchases, significant share-based compensation award grants, and changes in the Company’s share price. These are all factors which could have a significant impact on the calculation of EPS and Adjusted EPS during actual future periods.

Note 3: Reconciliation of Non-GAAP Liquidity Measures to Cash from Operations

The Company uses certain measures, such as Free Cash Flow as non-GAAP measures, to evaluate and discuss its 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 indicators 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 alternatives 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. The Company compensates for these limitations by providing the following detail, which is determined in accordance with GAAP.

Free Cash Flow


	Three Months Ended
	March 31,
(In millions)	2022		2021
Cash provided by (used in) operating activities	$	(5.0)	$	51.0
Capital expenditures		(24.8)		(12.6)
Free Cash Flow	$	(29.8)	$	38.4

For the same reasons discussed above, we are providing the following reconciliation of forecasted cash provided by operations and cash used for capital expenditures to forecasted Free Cash Flow for the year ended December 31, 2022. See “Note on Forward-Looking Statements” above for a discussion of the limitations of these forecasts.


	Year Ended
(In millions)	December 31, 2022
Cash provided by operating activities	$	355
Capital expenditures		(180)
Free Cash Flow	$	175

Exhibit 99.2

™Trademark of Trinseo PLC or its affiliates<br>First Quarter 2022 Financial Results & OutlookMay 4, 2022
2<br>Introductions & Disclosure RulesDisclosure RulesCautionary Note on Forward-Looking Statements.This presentation may contain forward-looking statements including, without limitation, statements concerning plans, objectives, goals, projections, forecasts, strategies, future events or performance, and underlying assumptions and otherstatements, which are not statements of historical facts or guarantees or assurances of future performance. Forward-looking statements may be identified by the use of words like "expect," "anticipate," "intend," "forecast," "outlook," "will," "may," "might," "see," "tend," "assume," "potential," "likely," "target," "plan," "contemplate," "seek," "attempt," "should," "could," "would" or expressions of similar meaning. Forward-looking statements reflect management’s evaluation of information currently available and are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Factors that might cause such a difference include, but are not limited to, our ability to successfully execute our transformation strategy and business strategy; our ability to integrate acquired businesses; global supply chain volatility and increased costs or disruption in the supply of raw materials; increased energy costs or costs for transportation of our products; the nature of investment opportunities presented to the Company from time to time; the outcome of the European Commission’s request for information, and those discussed in our Annual Report on Form 10-K, under Part I, Item 1A —"Risk Factors" and elsewhere in our other reports, filings and furnishings made with the U.S. Securities and Exchange Commission from time to time. As a result of these or other factors, our actual results, performance or achievements may differ materially from those contemplated by the forward-looking statements. Therefore, we caution you against relying on any of these forward-looking statements. The forward-looking statements included inthis press release are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.This presentation contains financial measures that are not in accordance with generally accepted accounting principles in theUS(“GAAP”) including EBITDA, Adjusted EBITDA, Adjusted Net Income, Adjusted EPS and Free Cash Flow. We believe these measures provide relevant and meaningful information to investors and lenders about the ongoing operating results and liquidity position of the Company. Such measures when referenced herein should not beviewed as an alternative to GAAP measures of performance or liquidity, as applicable. We have provided a reconciliation of these measures to the most comparable GAAP metric alongside of the respective measure or otherwise in the Appendix section and in the accompanying press release.Introductions•Frank Bozich, President & CEO•David Stasse, Executive Vice President & CFO•Andy Myers, Director of Investor Relations
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Summary<br>2022 Outlook<br>Q1 2022 Results•Q1 cash use in operations of $5 million led to Free Cash Flow of negative $30 million; working capital use of $103 million from steep increase in raw material prices, sequential sales increase and inventory build for planned production outage•Repurchased 909 thousand shares for $50 million during Q1Cash Generation & Liquidity•Net income from continuing operations of $174 million to $211 million with Adjusted EBITDA of $625 million to $675 million•Cash from operations of approximately $355 million and Free Cash Flow** of approximately $175 million<br>•Sales process to divest Styrenicsbusinesses continues to progress–scope expected to include Feedstocks, Polystyrene and 50% share of Americas Styrenics•Actively addressing input cost volatility and impacts from Russia / Ukraine conflict•Integrating acquired businesses; on schedule for delivery of year-one cost synergies, total synergy pipeline greater than anticipatedKey Initiatives•Net Income* of $17 million including a pre-tax charge of $36 million related to the European Commission request for information•Adjusted EBITDA** of $178 million, similar to prior year•Pricing actions effective in offsetting input costs3From continuing operations; * See Appendix for a reconciliation of non-GAAP measures
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Transformation Leading to Increased Growth Opportunities4<br>CORE<br>Three-pillared strategy (S.E.E.) implemented to manage increased growth opportunities enabled by our transformation(S)trengthen the Core(E)xtend the Core(E)xpand the Core•Strengthen our cost position in core chemistries through select investments and M&A•Grow our total addressable market through material replacement (e.g.<br>metal, paint, fiberglass) while offering<br>lower total cost and improved<br>sustainability to customers•Continued focus on business excellence programs and delivering on acquisition synergies•Complete the divestiture of Styrenicsbusiness•Target M&A toward specialty companies with adjacent chemistries that enhance the characteristics of our new portfolio•Selectively move downstream into higher-value applications that leverage our unique portfolio, including compounding, laminates,<br>and films•Build a market-leading position in polymer collection and recycling that meets increasing demand for<br>sustainable solutions
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5Trinseo Q1 2022 Financial ResultsFrom continuing operations; See Appendix for a reconciliation of non-GAAP measures<br>•Net Income* below prior year due mainly to reserve for European Commission request for information and additional depreciation and amortization from our recent acquisitions •Similar Adjusted EBITDA** as contributions from acquired businesses and a positive net timing variance were offset by lower styrene margins along with lower automotive volumes•Increased pricing frequency to more accurately capture input cost volatility, including natural gas<br>•Net Income* below prior year due mainly to reserve for European Commission request for information and additional depreciation and amortization from our recent acquisitions •Similar Adjusted EBITDA as contributions from acquired businesses and a positive net timing variance were offset by lower styrene margins along with lower automotive volumes•Increased pricing frequency to more accurately capture input cost volatility, including natural gas<br>$0.45 $2.08 $1.67 $3.12 Diluted EPSAdj EPSEPS ($)<br>Q1'22<br>Q1'21<br>$1,387 $17 $986 $66 Net SalesNet IncomeNet Sales & Net Income ($MM)<br>Q1'22<br>Q1'21<br>Net Sales<br>$178$184Q1'22Q1'21Adjusted EBITDA** ($MM)<br>VolPriceFXPortfolioTotal(6%)26%(2%)23%41%
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6Engineered Materials<br>•Majority of Net sales and Adjusted EBITDA increase attributed to acquisitions of PMMA business and Aristech Surfaces•First quarter Adjusted EBITDA impacted by $6 million from input cost volatility and lost volume related to supply chain constraints•Excluding acquisitions, Adjusted EBITDA was slightly below prior year due to lower sales volume mainly in consumer electronics and medical applications<br>•Majority of Net sales and Adjusted EBITDA increase attributed to acquisitions of PMMA business and Aristech Surfaces•First quarter Adjusted EBITDA impacted by $6 million from input cost volatility and lost volume related to supply chain constraints•Excluding acquisitions, Adjusted EBITDA was slightly below prior year due to lower sales volume mainly in consumer electronics and medical applications<br>$295$66Q1'22Q1'21Net Sales ($MM)<br>$35$8Q1'22Q1'21Adjusted EBITDA ($MM)<br>6016Q1'22Q1'21Volume (kt)<br>VolPriceFXPortfolioTotal(17%)19%(2%)349%349%
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7Latex Binders<br>•Net sales higher mainly from the passthrough of higher raw material costs and pricing actions; sales volume lower across all applications, especially paper and carpet, from factors including customer shutdowns and exceptionally high demand in prior year•Adjusted EBITDA higher than prior year due to pricing actions and a favorable net timing variance, which were partially offset by lower volume and higher freight and utility costs<br>•Net sales higher mainly from the passthrough of higher raw material costs and pricing actions; sales volume lower across all applications, especially paper and carpet, from factors including customer shutdowns and exceptionally high demand in prior year•Adjusted EBITDA higher than prior year due to pricing actions and a favorable net timing variance, which were partially offset by lower volume and higher freight and utility costs<br>$307$251Q1'22Q1'21Net Sales ($MM)<br>$30$17Q1'22Q1'21Adjusted EBITDA ($MM)<br>132137Q1'22Q1'21Volume (kt)<br>VolPriceFXPortfolioTotal(4%)29%(3%)0%22%
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8Base Plastics<br>•Net sales increase due mainly to higher price from the passthrough of higher raw materials•Rise in Adjusted EBITDA as a positive $7 million net timing variance and strong margins were partially offset by lower volume to automotive applications •Volume headwinds for compounding products such as automotive applications from supply chain constraints•Lower polycarbonate margins as supply/demand becomes more balanced<br>•Net sales increase due mainly to higher price from the passthrough of higher raw materials•Rise in Adjusted EBITDA as a positive $7 million net timing variance and strong margins were partially offset by lower volume to automotive applications •Volume headwinds for compounding products such as automotive applications from supply chain constraints•Lower polycarbonate margins as supply/demand becomes more balanced<br>$396$329Q1'22Q1'21Net Sales ($MM)<br>$69$65 Q1'22Q1'21Adjusted EBITDA ($MM)<br>133143Q1'22Q1'21Volume (kt)<br>VolPriceFXTotal(7%)31%(4%)21%
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9Polystyrene<br>•Net sales increase due mainly to higher price from higher raw material costs•Adjusted EBITDA slightly lower than prior year as weaker market conditions in Asia, including impacts from COVID-19 lockdowns and increased supply, were offset by stronger demand and pricing initiatives in Europe•Sales of recycled polystyrene for food contact applications continue; margins 2x to 3x standard grades with plans to increase volume<br>•Net sales increase due mainly to higher price from higher raw material costs•Adjusted EBITDA slightly lower than prior year as weaker market conditions in Asia, including impacts from COVID-19 lockdowns and increased supply, were offset by stronger demand and pricing initiatives in Europe•Sales of recycled polystyrene for food contact applications continue; margins 2x to 3x standard grades with plans to increase volume<br>$318$267Q1'22Q1'21Net Sales ($MM)<br>$45$47Q1'22Q1'21Adjusted EBITDA ($MM)<br>165163Q1'22Q1'21Volume (kt)<br>VolPriceFXTotal1%18%0%19%
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10Feedstocks & Americas Styrenics<br>Lower year-over-year performance due mainly to lower margins including the impact of higher utility<br>costs<br>Lower year-over-year performance due mainly to lower margins including the impact of higher utility<br>costs<br>$4 $46 Q1'22Q1'21Adjusted EBITDA ($MM)<br>FEEDSTOCKS<br>AMERICAS STYRENICS<br>$22$23Q1'22Q1'21Adjusted EBITDA ($MM)<br>Similar earnings to prior year as higher polystyrene margin mostly offset the impacts of the styrene<br>production turnaround<br>Similar earnings to prior year as higher polystyrene<br>margin mostly offset the impacts of the styrene<br>production turnaround
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11Q2 & FY 2022 Earnings Guidance UpdateFull Year 2022<br>•Net income from continuing operations of $174 million to $211 million•Adjusted EBITDA* of $625 million to $675 millionSecond Quarter 2022<br>•Engineered Materials sequentially higher from pricing actions; volumes still hampered by supply chain constraints in automotive and wellness applications•Latex Binders sequentially higher from seasonal improvement in volume and resumed production at major paper customer•Base Plastics sequentially lower as more supply leads to more normalized margins for ABS and polycarbonate products•Polystyrene sequentially lower from reduction in margin as well as Covid shutdowns for customers in China •Strong styrene margins leading to sequentially higher results in Feedstocks and Americas Styrenics despite an anticipated $35 million impact from current styrene outages at Terneuzenand St. James*For the definition of Adjusted EBITDA, refer to the accompanying press release furnished as Exhibit 99.1 to our Form 8-K dated May 4, 2022.
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12FY 2022 Cash Flow GuidanceCash from Operations of approximately $355 millionFree Cash Flow* of approximately $175 million•Capital Expenditures: $180 million –includes $70 million for ERP implementation and continued upgrade of plant control rooms•Cash Interest: $90 million •Cash Taxes: $110 million (includes $25 million paid for gain on Synthetic Rubber sale)•Turnarounds: $10 million•Acquisition integration, divestiture separation and estimated EU settlement: $100 million•Expect favorable impact from working capital*See Appendix for a reconciliation of non-GAAP measures
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Appendix
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14Selected Segment Information(in $millions, unless noted)Q1'19Q2'19Q3'19Q4'19Q1'20Q2'20Q3'20Q4'20Q1'21Q2'21Q3'21Q4'21Q1'22201920202021Engineered Materials121314151210131616435358605351170Latex Binders126128133129135115133131137139141135132516514553Base Plastics152145136141131101139140143142135128133575511548<br>Polystyrene174149151144152171163160163150154145165619645612<br>Feedstocks88668689725059666554495546329247223Trade Volume (kt)5525025195185024475075135255285325215382,0911,9682,106Engineered Materials495153564838506066181231277295210195755Latex Binders2242302302192191651832002513113163063079037671,183<br>Base Plastics3202962722682571512402693293973933793961,1569181,498<br>Polystyrene2282071981761831561671932673132752643188096991,119Feedstocks78657578562439477371557370296166272Net Sales9008498277987635346797689861,2741,2691,2981,3873,3742,7454,827Engineered Materials5791085912828332635313595Latex Binders162020212116192117323720307777106Base Plastics3026261727(12)4050658288796999106314Polystyrene17161661115203347515133455479183<br>Feedstocks17(1)(0)(10)(17)(4)10144640(28)(25)46334<br>Americas Styrenics324026211014182523301722221196793<br>Corporate(26)(21)(19)(20)(22)(17)(16)(26)(22)(24)(25)(24)(27)(85)(82)(96)Adjusted EBITDA918778453817101130184239173133178301285729Adj EBITDA Variance AnalysisNet Timing* Impacts - Fav/(Unfav)<br>Engineered Materials(0)(0)(0)(0)(0)(1)0111(0)0(0)(1)02<br>Latex Binders(0)(1)11(3)(2)(1)0(16)32(2)31(5)(13)Base Plastics(0)00(0)(1)(15)235(1)(1)8110(11)11Polystyrene2(0)2(3)(4)(3)16510150(1)6<br>Feedstocks314(5)(7)(8)215140(2)1133113Net Timing** Impacts - Fav/(Unfav)408(8)(15)(28)32585(1)7324(16)19See this Appendix for a reconciliation of non-GAAP measures*Net Timing is the difference between Raw Material Timing and Price Lag. Raw Material Timing represents the timing of raw material cost changes flowing through cost of goods sold versus current pricing. Price Lag represents the difference in revenue between the current contractual price and the current period price.
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15US GAAP to Non-GAAP ReconciliationNOTE: For definitions of non-GAAP measures as well as descriptions of current period reconciling items from Net Income to Adjusted EBITDA and to Adjusted Net Income, refer to the accompanying press release furnished as Exhibit 99.1 to our Form 8-K dated May 4, 2022. Totals may not sum due to rounding.(in $millions, unless noted)Q1'19Q2'19Q3'19Q4'19Q1'20Q2'20Q3'20Q4'20Q1'21Q2'21Q3'21Q4'21Q1'22201920202021Net Income (Loss)35.828.022.55.7(36.3)(128.4)105.866.771.5151.693.1123.816.792.07.9440.0Net Income (Loss) from discontinued operations0.53.7(0.6)1.333.1(154.2)65.60.55.718.613.7122.4(0.4)4.9(54.8)160.4Net Income (Loss) from continuing operations35.324.323.14.4(69.4)25.840.266.265.8133.079.41.417.187.162.7279.6Interest expense, net10.29.99.310.010.311.710.011.612.021.623.022.821.939.343.679.4Provision for (benefit from) income taxes11.214.99.8(23.2)42.3(53.0)26.926.520.123.35.522.022.612.742.770.9Depreciation and amortization22.723.821.923.124.224.321.222.823.138.149.856.453.091.592.6167.5EBITDA79.472.964.114.37.48.898.3127.1121.0216.0157.7102.6114.6230.6241.6597.4Other items11.014.113.316.918.73.02.61.22.14.80.712.023.455.425.519.5Restructuring and other charges0.4(0.3)0.216.51.85.4(0.1)(1.5)0.36.30.22.20.416.85.69.0<br>Net gain on disposition of businesses and assets(0.2)--(0.5)(0.4)---(0.2)--(0.4)(0.3)(0.7)(0.4)(0.6)<br>Acquisition transaction and integration net costs-0.70.6(2.2)0.1(0.4)-9.46.043.213.612.53.2(0.9)9.175.3<br>Acquisition purchase price hedge loss (gain)-------(7.3)55.0(33.0)----(7.3)22.0<br>European Commission request for information------------35.6Asset impairment charges or write-offs----10.3--0.7-1.81.23.80.7-11.06.8Adjusted EBITDA90.687.478.245.037.916.8100.8129.6184.2239.1173.4132.7177.6301.2285.1729.4Adjusted EBITDA to Adjusted Net Income<br>Adjusted EBITDA90.687.478.245.037.916.8100.8129.6184.2239.1173.4132.7177.6301.2285.1729.4Interest expense, net10.29.99.310.010.311.710.011.612.021.623.022.821.939.343.679.4<br>Provision for (benefit from) income taxes - Adjusted13.118.220.21.247.6(54.7)26.825.326.133.524.724.425.652.744.9108.7<br>Depreciation and amortization - Adjusted22.222.320.822.723.023.021.222.823.037.446.152.950.988.090.1159.3Adjusted Net Income45.137.027.911.1(43.0)36.842.869.9123.1146.679.632.679.2121.2106.5382.0Wtd Avg Shares - Diluted (000)41,76241,10440,41039,43438,63238,28938,42138,95439,47939,64739,51739,48338,13940,71038,58139,573<br>Adjusted EPS - Diluted ($) 1.080.900.690.28(1.11)0.961.111.793.123.702.010.832.082.982.769.65Adjustments by Statement of Operations Caption<br>Cost of sales---0.4-----10.13.53.5-0.40.017.1SG&A and Other Charges11.414.514.133.330.98.41.510.48.441.514.727.063.373.451.291.6Acquisition purchase price hedge (gain) loss-------(7.3)55.0(33.0)----(7.3)22.0<br>Other expense (income), net(0.2)--(3.0)(0.4)(0.4)1.0(0.6)(0.2)4.5(2.5)(0.4)(0.3)(3.2)(0.4)1.4Total EBITDA Adjustments11.214.514.130.730.58.02.52.563.223.115.730.163.070.643.5132.1Free Cash Flow Reconciliation<br>Cash provided by (used in) operating activities153.280.840.947.6(5.8)81.651.9127.651.0(21.0)208.2214.4(5.0)322.5255.4452.7Capital expenditures(25.0)(22.6)(23.6)(38.9)(24.3)(23.8)(12.7)(21.4)(12.6)(19.7)(35.7)(55.4)(24.8)(110.1)(82.3)(123.5)Free Cash Flow128.258.217.38.7(30.1)57.839.2106.238.4(40.7)172.5159.0(29.8)212.4173.1329.2
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16US GAAP to Non-GAAP Reconciliation(1)Reconciling items to Adjusted EBITDA and Adjusted Net Income are not typically forecasted by the Company based on their nature as being primarily driven by transactions that are not part of the core operations of the business and, as a result, cannot be estimated without unreasonable cost or uncertainty. For potential reconciling items to Adjusted EBITDA and Adjusted Net Income during 2022 are not reflected.ProfitabilityOutlookCashOutlookNOTE: For definitions of non-GAAP measures as well as descriptions of current period reconciling items from Net Income to Adjusted EBITDA and to Adjusted Net Income, refer to the accompanying press release furnished as Exhibit 99.1 to our Form 8-K dated May 4, 2022. Totals may not sum due to rounding.Year EndedDec 31, 2022<br>Cash From Operations~355<br>Capex<br>(180)Free Cash Flow~175<br>Year Ended(In $millions, unless noted)<br>Dec 31, 2022<br>Adjusted EBITDA625 - 675<br>Interest expense, net(93)<br>Provision for income taxes(76) - (88)<br>Depreciation and amortization(220)Reconciling items to Adjusted EBITDA(1)(63)Net Income from continuing operations174 - 211Reconciling items to Adjusted Net Income(1)62Adjusted Net Income236 - 273Weighted avg shares - diluted (MM)38.1EPS - diluted ($)4.56 - 5.54Adjusted EPS ($)6.19 - 7.17
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