00-00000000001519061false00015190612020-11-052020-11-05

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): November 5, 2020

Trinseo S.A.

(Exact name of registrant as specified in its charter)

Luxembourg

001-36473

N/A

(State or other jurisdiction
of incorporation or organization)

(Commission
File Number)

(I.R.S. Employer
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)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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.

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

ITEM 2.02

Results of Operations and Financial Condition

On November 5, 2020, Trinseo S.A., a public limited liability company (société anonyme) existing under the laws of Luxembourg (the “Company”), issued a press release announcing its financial results for the third quarter ended September 30, 2020. 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 Friday, November 6, 2020 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 November 5, 2020

99.2

Investor Presentation, dated November 5, 2020

104

Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

EXHIBIT INDEX

Ay 2

Exhibit
Number

Description

99.1

Press Release, dated November 5, 2020

99.2

Investor Presentation, dated November 5, 2020

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 S.A.

By:

/s/ David Stasse

Name:

David Stasse

Title:

Executive Vice President and Chief Financial Officer

Date: November 5, 2020

Exhibit 99.1

Press Contact:

Investor Contact:

Trinseo

Trinseo

Matthew Cassidy

Andy Myers

Tel : +1 610-240-3264

Tel : +1 610-240-3221

Email: mcassidy@trinseo.com

Email: aemyers@trinseo.com

Trinseo Reports Third Quarter 2020 Financial Results

Third Quarter 2020 and Other Highlights

Net income of $106 million and diluted EPS of $2.75

Adjusted EBITDA* of $102 million, including a $2 million favorable impact from net timing, and Adjusted EPS* of $2.87

COVID-19 pre-tax impact of $65 million to $70 million in the first half of the year with an expected second half pre-tax benefit of $10 million to $15 million from restocking volume and margin benefits, resulting in a full-year anticipated pre-tax impact of $55 million

Improved market conditions and continued actions in response to COVID-19, including reduced capital spending and operating expenses, resulted in third quarter cash from operations of $52 million, Free Cash Flow* of $39 million, and quarter-ending cash and cash equivalents of $503 million

Three Months Ended

September 30, 

$millions, except per share data

2020

    

2019

Net Sales

    

$

752

    

$

922

Net Income

 

106

 

22

EPS (Diluted) ($)

 

2.75

 

0.56

Adjusted Net Income*

 

110

 

27

Adjusted EPS ($)*

 

2.87

 

0.67

EBITDA*

 

97

 

74

Adjusted EBITDA*

 

102

 

88


*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.

BERWYN, Pa — November 5, 2020 — Trinseo (NYSE: TSE), a global materials company and manufacturer of plastics, latex binders and synthetic rubber, today reported its third quarter 2020 financial results. Net sales of $752 million in the third quarter decreased 18% versus prior year mainly due to the pass through of lower raw materials. Total Company sales volume was similar to

prior year, the result of a strong recovery in demand in automotive, tires, construction, and appliance applications. Third quarter net income of $106 million was $84 million above prior year while third quarter Adjusted EBITDA of $102 million was $14 million above prior year. The increase in year-over-year profitability was due to both higher margins in most segments and cost reduction initiatives. In addition, the third quarter net income included a tax benefit of $50 million which represents a year-to-date normalization due to the improved full-year outlook for the estimated annual effective tax rate.

Cash provided by operating activities for the third quarter was $52 million and capital expenditures were $13 million, resulting in Free Cash Flow for the quarter of $39 million. In July, the Company fully repaid the outstanding $100 million revolver borrowing which was drawn in April. The cash balance at the end of the quarter was $503 million. For a reconciliation of Free Cash Flow to cash provided by operating activities, see Note 3 below.


Commenting on the Company’s third quarter performance, Frank Bozich, President and Chief Executive Officer of Trinseo, said, “During the third quarter we observed significant demand recovery in many of our end markets. In addition, tighter market conditions led to higher year-over-year margins for styrene, polystyrene, polycarbonate and ABS. I want to thank our employees for their continued dedication and there’s no doubt that our improved performance is a byproduct of both their hard work and the speed at which our management group was able to adjust.”

Third quarter Results and Commentary by Business Segment

Latex Binders net sales of $183 million for the quarter decreased 20% versus prior year due almost entirely to the pass through of lower raw material costs. Volumes were slightly lower than prior year due to continued headwinds in graphical paper, but that was largely offset by positive volume trends in board packaging, CASE applications, and textile, as well as higher volumes from the Rheinmuenster acquisition. Adjusted EBITDA of $20 million was $1 million lower than prior year due to a negative net timing variance of $3 million, partially offset by cost reduction initiatives. Sales volume to CASE applications in the third quarter and year-to-date third quarter increased 3% in comparison to prior year.

Synthetic Rubber net sales of $79 million for the quarter decreased 24% versus prior year due mainly to the pass through of lower raw material costs. Demand in the tire market improved versus the low levels observed during the second quarter, which were caused by COVID-19 shutdowns. Adjusted EBITDA of negative $2 million was $10 million below prior year from both lower margins, including the impact of higher spot sales in ESBR, and lower fixed cost absorption from inventory reduction initiatives.

Performance Plastics net sales of $290 million for the quarter decreased 11% versus prior year due mainly to the pass through of lower raw material costs. Adjusted EBITDA of $51 million was $15 million higher than prior year due to cost reduction initiatives as well as expanded margins in polycarbonate and ABS from tighter market conditions and improved customer mix. Sales volume to Engineered Materials applications in the third quarter decreased approximately 3% in comparison to prior year.

Polystyrene net sales of $167 million for the quarter were 15% below prior year. Lower pricing from the pass through of lower raw material costs negatively impacted net sales by 25%. This was partially offset by higher sales volume due to higher demand to essential applications such as packaging and appliances. Adjusted EBITDA of $21 million represents the highest Adjusted EBITDA in the segment since 2015. This result was $4 million higher than prior year due to higher volume, particularly to appliance applications, as well as expanded margins in Asia and Europe from high demand and industry utilization rates.

Feedstocks net sales of $32 million for the quarter were 51% below prior year due to lower styrene pricing as well as lower styrene-related sales volume. Higher styrene margin and production led to Adjusted EBITDA of $11 million compared to breakeven in the prior year.

The Company previously announced that it was evaluating strategic options for its styrene monomer plant in Boehlen, Germany. As part of this effort, a new raw material agreement was negotiated that is expected to make the plant economically feasible along with the added benefit of operational flexibility. Therefore, we are no longer evaluating strategic options.

Americas Styrenics Adjusted EBITDA of $18 million for the quarter was $7 million below prior year due mainly to lower styrene margins in North America as well as volume-related impacts from COVID-19.

Change to Business Segmentation

Starting in the fourth quarter of 2020, the Company will change its segment reporting to provide increased clarity within its Performance Plastics segment. The number of reporting segments will increase from six to seven. Five of the segments will be unchanged: Latex Binders, Synthetic Rubber, Feedstocks, Polystyrene and Americas Styrenics. Performance Plastics will be reorganized into two separate reporting segments: Engineered Materials and Base Plastics. The new Engineered Materials segment includes compounds and blends products sold into applications such as consumer electronics and medical, as well as thermoplastic elastomer products sold into a variety of applications including footwear and automotive. The new Base Plastics segment will include the results of the remaining product lines, including ABS and polycarbonate as well as compounds and blends for automotive and other applications.

This new structure is aligned with the Company’s strategy to invest its efforts and resources into product offerings serving applications that tend to be less cyclical and offer significantly higher growth and margin potential. In 2019 and thus far in 2020, Engineered Materials delivered margins that were more than two times the average of products serving all applications within the Performance Plastics segment. A summary of historical results for the new segmentation is available in the appendix of the slide presentation.


Outlook

Commenting on the outlook for the remainder of 2020, Bozich said, “We have seen demand momentum continue in October and we are cautiously optimistic that this will continue through the end of the year. We expect to end the year with a strong balance sheet and liquidity position which will enable us to continue to invest in areas that will provide value to our shareholders including focusing on higher margin, more resilient applications and the exciting opportunities emerging in polystyrene circularity.”

Conference Call and Webcast Information

Trinseo will host a conference call to discuss its third quarter 2020 financial results on Friday, November 6, 2020 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. To register for this conference call, please use the following links:

Conference Call Registration – for those interested in asking questions during the Q&A session
Webcast Registration – for those interested in listening only

After registering, 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 at least one day in advance to ensure you are connected for the full call.

Trinseo has posted its third quarter 2020 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 November 6, 2021.

About Trinseo

Trinseo (NYSE:TSE) is a global materials solutions provider and manufacturer of plastics, latex binders, and synthetic rubber. We are focused on delivering innovative and sustainable solutions to help our customers create products that touch lives every day — products that are intrinsic to how we live our lives — across a wide range of end-markets, including automotive, consumer electronics, appliances, medical devices, lighting, electrical, carpet, paper and board, building and construction, and tires. Trinseo had approximately $3.8 billion in net sales in 2019, with 17 manufacturing sites around the world and approximately 2,700 employees. For more information 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, expectations, strategies, future events or performance, and underlying assumptions and other statements, which are not statements of historical facts. Forward-looking statements may be identified by the use of words like “expect,” “estimate,” “will,” “may,” or expressions of similar meaning. Forward-looking statements reflect management’s evaluation of information currently available and are based on the Company’s current expectations and assumptions regarding the impact from the COVID-19 pandemic, the Company’s business, the economy and other future conditions. Specific factors that could cause future results to differ from those expressed by the forward-looking statements include, but are not limited to, risks related to the ongoing impact of the COVID-19 pandemic and those discussed in the Company’s Annual Report for the year ended December 31, 2019 filed with the Securities and Exchange Commission (“SEC”), in subsequent Quarterly Reports on Form 10-Q and in other filings and furnishings made by the Company with the SEC from time to time. Other unknown or unpredictable factors could also have material adverse


effects on the Company’s performance. As a result of these or other factors, the Company’s actual results may differ materially from those contemplated by the forward-looking statements. The forward-looking statements included in this press release are made only as of the date hereof and are not a guarantee of future performance. The Company undertakes 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 S.A.

Condensed Consolidated Statements of Operations

(In millions, except per share data)

(Unaudited)

Three Months Ended

Nine Months Ended

September 30, 

September 30, 

    

2020

    

2019

    

2020

    

2019

Net sales

    

$

752.1

    

$

922.1

    

$

2,175.3

    

$

2,887.0

Cost of sales

 

648.8

 

836.9

 

2,009.3

 

2,618.1

Gross profit

 

103.3

 

85.2

 

166.0

 

268.9

Selling, general and administrative expenses

 

53.7

 

67.6

 

189.6

 

208.0

Equity in earnings of unconsolidated affiliates

 

18.3

 

25.7

 

42.5

 

98.2

Impairment charges

38.3

Operating income (loss)

 

67.9

 

43.3

 

(19.4)

 

159.1

Interest expense, net

 

10.0

 

9.2

 

32.0

 

29.3

Other expense, net

 

1.6

 

2.3

 

4.1

 

7.7

Income (loss) before income taxes

 

56.3

 

31.8

 

(55.5)

 

122.1

Provision for (benefit from) income taxes

 

(49.5)

 

9.3

 

3.3

 

35.8

Net income (loss)

$

105.8

$

22.5

$

(58.8)

$

86.3

Weighted average shares- basic

38.3

40.1

38.4

40.7

Net income (loss) per share- basic

$

2.77

$

0.56

$

(1.53)

$

2.12

Weighted average shares- diluted

 

38.4

 

40.4

 

38.4

 

41.2

Net income (loss) per share- diluted

$

2.75

$

0.56

$

(1.53)

$

2.09


TRINSEO S.A.

Condensed Consolidated Balance Sheets

(In millions)

(Unaudited)

September 30, 

December 31, 

    

2020

2019

Assets

    

    

Cash and cash equivalents

$

503.3

$

456.2

Accounts receivable, net

 

527.6

 

570.8

Inventories

 

311.6

 

438.2

Other current assets

 

20.7

 

25.9

Investments in unconsolidated affiliates

 

230.6

 

188.1

Property, plant, equipment, goodwill, and other intangible assets, net

 

835.7

885.0

Right-of-use assets - operating

75.0

71.4

Total other assets

 

142.3

 

123.2

Total assets

$

2,646.8

$

2,758.8

Liabilities and shareholders’ equity

Current liabilities

457.8

527.6

Long-term debt, net

 

1,159.7

 

1,162.6

Noncurrent lease liabilities - operating

62.6

58.0

Other noncurrent obligations

 

419.1

 

341.7

Shareholders’ equity

547.6

668.9

Total liabilities and shareholders’ equity

$

2,646.8

$

2,758.8


TRINSEO S.A.

Condensed Consolidated Statements of Cash Flows

(In millions)

(Unaudited)

Nine Months Ended

September 30, 

    

2020

    

2019

Cash flows from operating activities

    

    

    

    

Cash provided by operating activities

$

127.7

$

274.9

Cash flows from investing activities

Capital expenditures

 

(60.9)

 

(71.2)

Net cash received (paid) for asset and business acquisitions, net of cash acquired

0.1

(6.4)

Proceeds from the sale of businesses and other assets

 

11.9

 

0.7

Proceeds from the settlement of hedging instruments

51.6

Cash provided by (used in) investing activities

 

2.7

 

(76.9)

Cash flows from financing activities

Short-term borrowings, net

 

(8.2)

 

(4.8)

Purchase of treasury shares

(25.0)

(98.7)

Dividends paid

(46.5)

(50.0)

Proceeds from exercise of option awards

0.4

0.9

Withholding taxes paid on restricted share units

(0.6)

(3.9)

Repayments of 2024 Term Loan B

(5.2)

(5.3)

Net proceeds from draw on 2022 Revolving Facility

100.0

Repayments of 2022 Revolving Facility

(100.0)

Cash used in financing activities

 

(85.1)

 

(161.8)

Effect of exchange rates on cash

 

1.3

 

(4.0)

Net change in cash, cash equivalents, and restricted cash

 

46.6

 

32.2

Cash, cash equivalents, and restricted cash—beginning of period

 

457.4

 

452.3

Cash, cash equivalents, and restricted cash—end of period

$

504.0

$

484.5

Less: Restricted cash, included in "Other current assets"

(0.7)

(1.2)

Cash and cash equivalents—end of period

$

503.3

$

483.3


TRINSEO S.A.

Notes to Condensed Consolidated Financial Information

(Unaudited)

Note 1: Net sales by Segment

Three Months Ended

Nine Months Ended

September 30, 

September 30, 

(In millions)

2020

    

2019

    

2020

    

2019

Latex Binders

    

$

183.2

    

$

229.7

    

$

567.3

    

$

683.8

Synthetic Rubber

 

79.5

 

104.2

 

217.5

 

340.9

Performance Plastics

 

290.1

 

324.8

 

784.3

 

1,041.7

Polystyrene

 

167.3

 

197.6

 

505.9

 

633.2

Feedstocks

 

32.0

 

65.8

 

100.3

 

187.4

Americas Styrenics*

 

 

 

 

Total Net Sales

$

752.1

$

922.1

$

2,175.3

$

2,887.0


* 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, 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

September 30, 

(In millions, except per share data)

    

2020

    

2019

Net income

$

105.8

    

$

22.5

Interest expense, net

 

10.0

 

9.2

Provision for (benefit from) income taxes

 

(49.5)

 

9.3

Depreciation and amortization

 

30.7

 

33.0

EBITDA

$

97.0

$

74.0

Restructuring and other charges (a)

 

2.0

 

0.2

Selling, general, and administrative expenses

Acquisition transaction and integration net costs

0.6

Selling, general, and administrative expenses

Other items (b)

 

2.6

 

13.3

Selling, general, and administrative expenses;
Other expense, net

Adjusted EBITDA

$

101.6

$

88.1

Adjusted EBITDA to Adjusted Net Income:

Adjusted EBITDA

101.6

88.1

Interest expense, net

10.0

9.2

Provision for (benefit from) income taxes - Adjusted (c)

(49.3)

19.7

Depreciation and amortization - Adjusted (d)

30.6

32.0

Adjusted Net Income

$

110.3

$

27.2

Adjusted EPS

$

2.87

$

0.67

Adjusted EBITDA by Segment:

Latex Binders

$

19.6

$

21.0

Synthetic Rubber

(2.2)

7.4

Performance Plastics

50.9

36.3

Polystyrene

20.7

16.3

Feedstocks

10.8

0.1

Americas Styrenics

18.3

25.7

Corporate unallocated

(16.5)

(18.7)

Adjusted EBITDA

$

101.6

$

88.1


(a)Restructuring and other charges for the three months ended September 30, 2020 primarily relate to charges incurred in connection with the Company’s corporate and other restructuring programs. Restructuring and other charges for the three months ended September 30, 2019 primarily relate to decommissioning and employee termination benefit charges incurred in connection with the upgrade and replacement of our compounding facility in Terneuzen, The Netherlands as well as our decision to cease manufacturing activities at our latex binders manufacturing facility in Livorno, Italy.

(b)Other items for the three months ended September 30, 2020 and 2019 primarily relate to fees incurred in conjunction with certain of the Company’s strategic initiatives as well as advisory and professional fees incurred in conjunction with our initiative to transition business services from Dow, including certain administrative services such as accounts payable, logistics, and IT services.

(c)Adjusted to remove the tax impact of the items noted in (a), (b), and (d). 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. The three months ended September 30, 2019 excludes a $7.4 million tax benefit related to the re-measurement of the Company’s deferred tax assets and liabilities in Switzerland due to changes in the Swiss Federal tax rules enacted in August 2019.

(d)For the three months ended September 30, 2019 the amount excludes accelerated depreciation of $1.0 million related to the shortening of the useful life of certain information technology assets related to the transition of business services from The Dow Chemical Company (noted in (b) above).


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

Nine Months Ended

September 30, 

September 30, 

(In millions)

2020

2019

2020

    

2019

Cash provided by operating activities

    

$

51.9

    

$

40.9

    

$

127.7

    

$

274.9

Capital expenditures

 

(12.7)

 

(23.6)

 

(60.9)

 

(71.2)

Free Cash Flow

$

39.2

$

17.3

$

66.8

$

203.7


Exhibit 99.2

™Trademark of Trinseo S.A. or its affiliates Third Quarter 2020 Financial Results November 5, 2020

2 Disclosure Rules Cautionary Note on Forward-Looking Statements. This presentation contains forward-looking statements including, without limitation, statements concerning plans, objectives, goals, projections, strategies, future events or performance, and underlying assumptions and other statements, which are not statements of historical facts 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 the impact from the Covid-19 pandemic, 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, those discussed in our Annual Report on Form 10-K, under Part I, Item 1A — “Risk Factors” and elsewhere in our other reports filed with the U.S. Securities and Exchange Commission. As a result of these or other factors, our actual results 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 presentation 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 the US (“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 be viewed 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 of this presentation. Introductions • Frank Bozich, President & CEO • David Stasse, Executive Vice President & CFO • Andy Myers, Director of Investor Relations Introductions & Disclosure Rules

3 Summary • Recovery gained momentum through the quarter, led by automotive, appliances and tires • Healthy demand led to expanded year-over-year margins in styrene, polystyrene, polycarbonate and ABS • Strongest earnings quarter for polystyrene since 2015 Outlook Q3 2020 Results • Q3 cash from operations of $52 million led to Free Cash Flow* of $39 million • Q3 ending cash and cash equivalents of $503 million • Year-to-date cash from operations of $128 million with Free Cash Flow* of $67 million Cash and Liquidity • Strong demand conditions continued through October in all segments • Full year COVID-19 pre-tax impact expected to be unfavorable $55 million, including $15 million favorable second half • Effective October 1, Performance Plastics segment split into Base Plastics and Engineered Materials • Evaluation of Boehlen site complete and will continue operations; new raw material agreements help to create economic feasibility for plant along with greater operational flexibility • Milestones reached on sustainability initiatives in polystyrene and synthetic rubber Key Initiatives .. *See Appendix for a reconciliation of non-GAAP measures.

4 Advances in Polystyrene Sustainability Initiatives containing 25% Post Consumer plastics waste via a Dissolution Advanced Recycling process Partnering with leading German packaging manufacturer Fernholz Help the plastics industry conserve resources and reduce oil consumption by offering companies a tangible solution for more sustainable packaging 1st Recycled Polystyrene (r-PS) commercialized in Food Packaging rPS used in a multilayer sheet, covered with a layer of virgin material (ABA structure) – technology already established for PET packaging. Eliminating the need for costly equipment upgrades Already being launched by several European dairy companies rPS

5 Sustainability Initiatives – TRS and Mass Balance Certification 1. Mass Balance certification from the International Sustainability & Carbon Certification (ISCC), representing the first step towards achieving true circularity in synthetic rubber • Enables cost effective, transparent tracking of sustainably advantaged materials at a large scale • Applies to polystyrene from Tessenderlo, Belgium, polycarbonate produced in Stade, Germany and synthetic rubber from Schkopau, Germany 2. Reached definitive agreement with Tyre Recycling Solutions (TRS) on a commercial collaboration and an equity investment in TRS • Collaboration in R&D to help tire manufacturers develop more sustainable tire formulations, aiding the long-term goal of creating a sustainable outlet for end-of-life tires • Provides ability to offer a circular solution to tire manufacturers with recycled tire powder content without compromising performance Two Sustainability initiatives announced in support of goal of 40% of product portfolio sustainably advantaged by 2030

6 $102 $88 Q3'20 Q3'19 Adjusted EBITDA* ($MM) • Demand recovery in applications such as automotive, appliances, tires and construction • Lower net sales attributed to the pass through of lower priced raw materials • Net income improvement attributed to expanded margins in most segments, cost reduction initiatives and a tax benefit to adjust for year-to-date earnings and outlook Trinseo Q3 2020 Financial Results $2.75 $2.87 $0.56 $0.67 Diluted EPS Adj EPS* EPS ($) Q3'20 Q3'19 $752 $106 $922 $22 Net Sales Net Income Net Sales & Net Income ($MM) Q3'20 Q3'19 Net Sales Vol Price FX Total (1%) (19%) 2% (18%) * See Appendix for a reconciliation of non-GAAP measures.

7 • Sales decline versus prior year due to pass through of lower priced raw materials • Lower Adj EBITDA due to $3 million negative net timing variance, partially offset by higher margin • CASE sales volume up 3% vs prior year in Q3 and YTD Latex Binders $183 $230 Q3'20 Q3'19 Net Sales ($MM) $20 $21 Q3'20 Q3'19 Adjusted EBITDA ($MM) 133 133 Q3'20 Q3'19 Volume (kt) Vol Price FX Total (2%) (20%) 1% (20%)

8 • Lower sales versus prior year due mainly to the pass through of lower priced raw materials • Demand recovery paced by Asia and North America • Lower earnings caused by unfavorable mix as well as less fixed cost absorption ($4 million) from inventory reduction Synthetic Rubber $79 $104 Q3'20 Q3'19 Net Sales ($MM) ($2) $7 Q3'20 Q3'19 Adjusted EBITDA ($MM) 57 57 Q3'20 Q3'19 Volume (kt) Vol Price FX Total (3%) (24%) 3% (24%)

9 • Adj EBITDA improvement versus prior year from higher margins in polycarbonate and ABS as well as from cost reductions • Auto volume improved to 14% lower than prior year after a 65% decline in Q2 • Polycarbonate volume increased mainly due to resilient demand Performance Plastics $290 $325 Q3'20 Q3'19 Net Sales ($MM) $51 $36 Q3'20 Q3'19 Adjusted EBITDA ($MM) 152 150 Q3'20 Q3'19 Volume (kt) Vol Price FX Total (1%) (11%) 2% (11%)

10 • Strong demand in packaging and appliances led to an 8% volume increase versus prior year as well as expanded margins in Asia • Lower net sales caused by the pass through of lower styrene • Recycled polystyrene in Form Fill Seal food packaging beginning to be adopted by some European customers at greater margin than normal grade Polystyrene $167 $198 Q3'20 Q3'19 Net Sales ($MM) $21 $16 Q3'20 Q3'19 Adjusted EBITDA ($MM) 163 151 Q3'20 Q3'19 Volume (kt) Vol Price FX Total 8% (25%) 2% (15%)

11 • Increased earnings from higher margins and increased production after turnarounds in prior year • Plentiful naphtha in Europe led to lower benzene cost Feedstocks & Americas Styrenics $11 $0 Q3'20 Q3'19 Adjusted EBITDA ($MM) FEEDSTOCKS • Lower earnings versus prior year due mainly to weaker styrene margins in North America • Sequential demand improvement in polystyrene • No Q3 dividend AMERICAS STYRENICS $18 $26 Q3'20 Q3'19 Adjusted EBITDA ($MM)

12 New Business Segmentation Trinseo Latex Binders Performance Plastics Synthetic Rubber Americas Styrenics Polystyrene Feedstocks Effective Oct. 1, Performance Plastics will be split into two segments Engineered Materials Base Plastics • Engineered Materials includes: • Rigid compounds including PC/ABS compounds supporting mainly consumer electronics and medical applications • Soft plastic compounds including Thermo- plastic Elastomers (TPE) supporting applications such as footwear, personal care and automotive • Base Plastics includes: • ABS and polycarbonate • Compounds and blends for automotive and other applications Engineered Materials Highlights • 17% TTM EBITDA Margin • 2020 volume resiliency despite COVID pandemic • 16% of expected full year 2020 volume in post-consumer-containing resins

13 Q4 Outlook • Synthetic Rubber volume up 10% • Latex Binders volume slightly lower due to seasonality • Continuation of strong margins in polystyrene, particularly in Asia • Europe styrene margin decline ~$40/MT due to end of turnarounds and higher benzene costs Demand recovery momentum has extended through October Q4 Expectations versus Prior Quarter

14 Full Year and Cash Assumptions • Free Cash Flow* Assumptions: • Interest: $40 million • Taxes: $15-$20 million • Turnarounds: $30 million • Corporate Restructuring: $20 million • Dow Transition Expense: $17 million • Capital Expenditures: $80-$85 million • Book tax expense of $30-$35 million • Americas Styrenics Q4 dividend expected ~$15MM *For the definition of Free Cash Flow and other non-GAAP measures, refer to the accompanying press release furnished as Exhibit 99.1 to our Form 8-K dated November 5, 2020.

15 •Appendix

16 US GAAP to Non-GAAP Reconciliation NOTE: 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 November 5, 2020. Totals may not sum due to rounding. (in $millions, unless noted) Q1'18 Q2'18 Q3'18 Q4'18 Q1'19 Q2'19 Q3'19 Q4'19 Q1'20 Q2'20 Q3'20 2018 2019 Net Income (Loss) 120.3 98.3 74.7 (0.9) 35.8 28.0 22.5 5.7 (36.3) (128.4) 105.8 292.5 92.0 Interest expense, net 14.9 10.8 10.1 10.6 10.2 9.9 9.2 10.0 10.3 11.7 10.0 46.4 39.3 Provision for (benefit from) income taxes 24.9 20.4 19.2 7.3 10.8 15.7 9.3 (23.2) (11.9) 64.7 (49.5) 71.8 12.6 Depreciation and amortization 31.9 32.3 31.8 34.2 33.9 34.7 33.0 34.3 36.4 34.8 30.7 130.2 136.0 EBITDA 192.0 161.8 135.8 51.2 90.7 88.3 74.0 26.8 (1.5) (17.2) 97.0 540.9 279.9 Loss on extinguishment of long-term debt - 0.2 - - - - - - - - - 0.2 - Other items 2.7 6.8 6.1 7.4 11.1 14.1 13.3 16.9 18.7 3.0 2.6 22.8 55.4 Restructuring and other charges 0.5 1.2 0.9 5.6 0.4 (0.3) 0.2 17.9 1.8 6.3 2.0 8.2 18.1 Net gain on disposition of businesses and assets (0.5) - - (0.5) (0.2) - - (0.5) (0.4) - - (1.0) (0.7) Acquisition transaction and integration net costs 0.3 0.2 0.1 - - 0.7 0.6 (2.2) 0.1 (0.4) - 0.6 (0.9) Asset impairment charges or write-offs - - - 1.5 - - - - 38.3 - - 1.5 - Adjusted EBITDA 195.0 170.2 142.9 65.2 102.0 102.8 88.1 58.9 57.0 (8.3) 101.6 573.2 351.8 Adjusted EBITDA to Adjusted Net Income (Loss) Adjusted EBITDA 195.0 170.2 142.9 65.2 102.0 102.8 88.1 58.9 57.0 (8.3) 101.6 573.2 351.8 Interest expense, net 14.9 10.8 10.1 10.6 10.2 9.9 9.2 10.0 10.3 11.7 10.0 46.4 39.3 Provision for (benefit from) income taxes - Adjusted 26.0 22.3 21.9 10.8 12.7 19.1 19.7 1.3 1.7 59.3 (49.3) 81.0 52.8 Depreciation and amortization - Adjusted 31.7 32.1 31.5 34.0 33.4 33.1 32.0 33.9 35.0 33.6 30.6 129.1 132.4 Adjusted Net Income (Loss) 122.4 105.0 79.4 9.8 45.7 40.7 27.2 13.7 10.0 (112.9) 110.3 316.7 127.3 Wtd Avg Shares - Diluted (000) 44,430 43,810 43,347 43,269 41,762 41,104 40,410 39,434 38,632 38,243 38,421 43,666 40,710 Adjusted EPS - Diluted ($) 2.76 2.40 1.83 0.23 1.09 0.99 0.67 0.35 0.26 (2.95) 2.87 7.25 3.13 Adjustments by Statement of Operations Caption Loss on extinguishment of long-term debt - 0.2 - - - - - - - - - 0.2 - Cost of sales - 1.2 - 0.6 - - - 0.4 - - - 1.8 0.4 SG&A and Impairment Charges 3.5 6.5 7.1 13.8 11.5 14.5 14.1 34.6 58.9 9.3 3.6 30.8 74.7 Other expense (income), net (0.5) 0.5 - (0.5) (0.2) - - (3.0) (0.4) (0.4) 1.0 (0.5) (3.2) Total EBITDA Adjustments 3.0 8.4 7.1 14.0 11.3 14.5 14.1 32.1 58.5 8.9 4.6 32.3 71.9 Free Cash Flow Reconciliation Cash provided by (used in) operating activities 40.8 141.6 56.1 128.0 153.2 80.8 40.9 47.6 (5.8) 81.6 51.9 366.5 322.5 Capital expenditures (30.6) (28.9) (31.5) (30.5) (25.0) (22.6) (23.6) (38.9) (24.3) (23.8) (12.7) (121.4) (110.1) Free Cash Flow 10.2 112.7 24.6 97.5 128.2 58.2 17.3 97.5 (30.1) 57.8 39.2 245.1 212.4

17 Selected Segment Information * See this Appendix for a reconciliation of non-GAAP measures. NOTE: Totals may not sum due to rounding. (in $millions, unless noted) Q1'18 Q2'18 Q3'18 Q4'18 Q1'19 Q2'19 Q3'19 Q4'19 Q1'20 Q2'20 Q3'20 2018 2019 Latex Binders 124 131 129 125 126 128 133 129 135 115 133 510 516 Synthetic Rubber 74 73 64 62 65 58 57 57 60 26 57 273 238 Performance Plastics 159 160 165 151 164 158 150 156 143 110 152 636 628 Polystyrene 140 173 154 161 174 149 151 144 152 171 163 627 619 Feedstocks 65 85 107 80 77 57 77 78 59 49 57 336 289 Trade Volume (kt) 563 621 619 579 606 551 567 565 549 471 563 2,382 2,288 Latex Binders 255 281 278 255 224 230 230 219 219 165 183 1,069 903 Synthetic Rubber 149 155 138 130 125 112 104 100 102 36 79 573 441 Performance Plastics 403 413 401 361 369 347 325 325 305 189 290 1,578 1,366 Polystyrene 239 286 252 240 228 207 198 176 183 156 167 1,017 809 Feedstocks 75 102 131 79 67 55 66 69 45 24 32 387 256 Net Sales 1,122 1,237 1,200 1,065 1,013 952 922 889 854 570 752 4,623 3,776 Latex Binders 27 36 25 22 18 21 21 22 22 17 20 110 81 Synthetic Rubber 26 31 15 5 9 13 7 12 15 (28) (2) 77 41 Performance Plastics 66 49 44 31 36 34 36 29 37 (6) 51 189 135 Polystyrene 10 14 5 6 17 16 16 5 12 15 21 34 55 Feedstocks 42 32 40 (7) 17 (1) 0 (10) (16) (4) 11 107 7 Americas Styrenics 46 33 35 31 32 40 26 21 10 14 18 144 119 Corporate (20) (25) (21) (22) (26) (21) (19) (20) (22) (18) (17) (88) (85) Adjusted EBITDA* 195 170 143 65 102 103 88 59 57 (8) 102 573 352 Adj EBITDA Variance Analysis Net Timing** Impacts - Fav/(Unfav) Latex Binders (4) 4 (3) 4 (0) (1) 1 1 (3) (2) (1) 1 1 Synthetic Rubber 2 7 3 (3) (5) 1 (2) (0) 1 (15) (1) 9 (6) Performance Plastics (0) (3) (1) (5) (1) 0 0 (0) (1) (15) 2 (9) (0) Polystyrene (2) 1 (2) (7) 2 (0) 2 (3) (4) (3) 1 (9) 0 Feedstocks (3) 0 (2) (17) 3 1 4 (5) (7) (8) 2 (21) 3 Net Timing** Impacts - Fav/(Unfav) (7) 10 (4) (28) (1) 1 6 (8) (15) (43) 2 (30) (2) **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.

18 Selected Segment Information – New Segmentation * See this Appendix for a reconciliation of non-GAAP measures. NOTE: Totals may not sum due to rounding. (in $millions, unless noted) Q1'18 Q2'18 Q3'18 Q4'18 Q1'19 Q2'19 Q3'19 Q4'19 Q1'20 Q2'20 Q3'20 2018 2019 Latex Binders 124 131 129 125 126 128 133 129 135 115 133 510 516 Synthetic Rubber 74 73 64 62 65 58 57 57 60 26 57 273 238 Engineered Materials 14 13 12 13 12 13 14 15 12 10 13 52 53 Base Plastics 146 147 153 138 152 145 136 141 131 101 139 584 575 Polystyrene 140 173 154 161 174 149 151 144 152 171 163 627 619 Feedstocks 65 85 107 80 77 57 77 78 59 49 57 336 289 Trade Volume (kt) 563 621 619 579 606 551 567 565 549 471 563 2,382 2,288 Latex Binders 255 281 278 255 224 230 230 219 219 165 183 1,069 903 Synthetic Rubber 149 155 138 130 125 112 104 100 102 36 79 573 441 Engineered Materials 55 52 50 54 49 51 53 57 48 38 50 212 210 Base Plastics 348 360 351 307 320 296 272 268 257 151 240 1,366 1,156 Polystyrene 239 286 252 240 228 207 198 176 183 156 167 1,017 809 Feedstocks 75 102 131 79 67 55 66 69 45 24 32 387 256 Net Sales 1,122 1,237 1,200 1,065 1,013 952 922 889 854 570 752 4,623 3,776 Latex Binders 27 36 25 22 18 21 21 22 22 17 20 110 81 Synthetic Rubber 26 31 15 5 9 13 7 12 15 (28) (2) 77 41 Engineered Materials 3 3 4 6 5 8 10 11 8 5 9 15 33 Base Plastics 63 46 40 24 30 27 27 18 29 (10) 41 174 102 Polystyrene 10 14 5 6 17 16 16 5 12 15 21 34 55 Feedstocks 42 32 40 (7) 17 (1) 0 (10) (16) (4) 11 107 7 Americas Styrenics 46 33 35 31 32 40 26 21 10 14 18 144 119 Corporate (20) (25) (21) (22) (26) (21) (19) (20) (22) (18) (17) (88) (85) Adjusted EBITDA* 195 170 143 65 102 103 88 59 57 (8) 102 573 352 Adj EBITDA Variance Analysis Net Timing** Impacts - Fav/(Unfav) Latex Binders (4) 4 (3) 4 (0) (1) 1 1 (3) (2) (1) 1 1 Synthetic Rubber 2 7 3 (3) (5) 1 (2) (0) 1 (15) (1) 9 (6) Engineered Materials 0 (1) 0 (1) (0) (0) 0 (0) (0) (1) 0 (0) (1) Base Plastics (1) (2) (1) (5) (0) 0 0 (0) (1) (15) 2 (9) 0 Polystyrene (2) 1 (2) (7) 2 (0) 2 (3) (4) (3) 1 (9) 0 Feedstocks (3) 0 (2) (17) 3 1 4 (5) (7) (8) 2 (21) 3 Net Timing** Impacts - Fav/(Unfav) (7) 10 (4) (28) (1) 1 6 (8) (15) (43) 2 (30) (2) **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.

v3.20.2
Document and Entity Information
Nov. 05, 2020
Cover [Abstract]  
Document Type 8-K
Document Period End Date Nov. 05, 2020
Entity File Number 001-36473
Entity Registrant Name Trinseo S.A.
Entity Incorporation, State or Country Code N4
Entity Tax Identification Number 00-0000000
Entity Address, Address Line One 1000 Chesterbrook Boulevard
Entity Address, Adress Line Two Suite 300
Entity Address, City or Town Berwyn
Entity Address, State or Province PA
Entity Address, Postal Zip Code 19312
City Area Code 610
Local Phone Number 240-3200
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Ordinary Shares, par value $0.01 per share
Trading Symbol TSE
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001519061
Amendment Flag false