TSE 10-K Annual Report Dec. 31, 2018 | Alphaminr
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TSE 10-K Fiscal year ended Dec. 31, 2018

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TRINSEO S.A.
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Shareholder Matters, and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Shareholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits, Financial Statement SchedulesItem 16. Form 10-k SummaryNote 1 Organization and Business ActivitiesNote 2 Basis Of Presentation and Summary Of Significant Accounting PoliciesNote 3 Net SalesNote 4 Acquisitions and DivestituresNote 5 Investments in Unconsolidated AffiliatesNote 6 Accounts ReceivableNote 7 InventoriesNote 8 Property, Plant and EquipmentNote 9 Goodwill and Intangible AssetsNote 10 Accounts PayableNote 11 DebtNote 12 Derivative InstrumentsNote 13 Fair Value MeasurementsNote 14 Income TaxesNote 15 Commitments and ContingenciesNote 16 Pension Plans and Other Postretirement BenefitsNote 17 Share-based CompensationNote 18 Related Party and Dow TransactionsNote 19 SegmentsNote 20 RestructuringNote 21 Accumulated Other Comprehensive Income (loss)Note 22 Earnings Per ShareNote 23 Selected Quarterly Financial Data (unaudited)

Exhibits

3.1 Amended and Restated Articles of Association of Trinseo S.A., as amended (incorporated herein by reference to Exhibit 3.1 to the Quarterly Report filed on Form 10-Q, File No. 001-36473, filed August 3, 2017) 4.1 Indenture among Trinseo Materials Operating S.C.A., Trinseo Materials Finance, Inc. and The Bank of New York Mellon, as Trustee, dated as of August 29, 2017 (incorporated herein by reference to Exhibit 4.1 to the Current Report filed on Form 8-K, File No. 001-36473, filed September 5, 2017) 4.2 Form of Specimen Share Certificate of Trinseo S.A. (incorporated herein by reference to Exhibit 4.1 to Amendment No. 3 of the Registration Statement filed on Form S-1, File No. 333-194561, filed May 16, 2014) 10.1 Credit Agreement among Trinseo Materials Operating S.C.A., Trinseo Materials Finance, Inc. together with Trinseo Holdings S. r.l., and Trinseo Materials S. r.l., Deutsche Bank AG New York Branch, as administrative agent, collateral agent, L/C issuer and swing line lender, and the guarantors and lenders from time to time party thereto, dated as of September 6, 2017 (incorporated herein by reference to Exhibit 10.1 to the Current Report filed on Form 8-K, No. 001-36473, filed September 7, 2017) 10.2 Amendment to the Credit Agreement dated September 6, 2017 among Trinseo Materials Operating S.C.A., Trinseo Materials Finance, Inc., together with Trinseo Holding S. r.l. and Trinseo MaterialsS. r.l., Deutsche Bank AG New York Branch, as administrative agent, collateral agent, L/C issuer and swing line lender, and the guarantors and lenders party thereto from time to time, dated as of May 22, 2018 (incorporated by reference to Exhibit 10.2 to the Quarterly Report filed on Form 10-Q, No. 001-36473, filed on August 3, 2018) 10.3 Form of Cross-Currency Rate Swap Transaction Confirmation (incorporated herein by reference to Exhibit 10.2 to the Current Report filed on Form 8-K, File No. 001-36473, filed September 7, 2017) 10.4 Amended and Restated Employment Agreement, among Trinseo US Holding, Inc., Trinseo S.A. and Christopher D. Pappas, dated December 20, 2017 (incorporated herein by reference to Exhibit 10.3 to the Quarterly Report filed on Form 10-Q, File No. 001-36473, filed May 3, 2018) 10.5 Amendment to Employment Agreement between Trinseo US Holding, Inc., Trinseo S.A. and Christopher D. Pappas, dated December 2018 (incorporated herein by reference to Exhibit 10.1 to the Current Report filed on Form 8-K, File No. 001-36473, filed on December 21, 2018) 10.6 Employment Agreement between Trinseo LLC and Barry Niziolek, dated May 20, 2016 (incorporated herein by reference to Exhibit 10.1 to the Current Report filed on Form 8-K, File No. 001-36473, filed May 23, 2016) 10.7 Employment Agreement, dated September 14, 2015 by and between Trinseo Europe GmbH. and Timothy M. Stedman (incorporated herein by reference to Exhibit 10.11 to the Annual Report filed on Form 10-K, File No. 001-36473, filed March 11, 2016) 10.8 Employment Agreement, dated August 7, 2015, by and between Trinseo Europe GmbH and Hayati Yarkadas (incorporated herein by reference to Exhibit 10.12 to the Annual Report filed on Form 10-K, File No. 001-36473, filed March 11, 2016) 10.9 Employment Agreement, among Trinseo US Holding, Inc. (f/k/a Bain Capital Everest US Holding, Inc.) Bain Capital Everest Manager Holding SCA and Marilyn Horner, dated January 5, 2011 (incorporated herein by reference to Exhibit 10.12 to the Annual Report filed on Form 10-K, File No. 001-36473, filed March 10, 2015) 10.10 First Amendment to Employment Agreement, among Trinseo US Holding, Inc. (f/k/a Bain Capital Everest US Holding, Inc.) Bain Capital Everest Manager Holding SCA and Marilyn Horner, dated February 14, 2012 (incorporated herein by reference to Exhibit 10.13 to the Annual Report filed on Form 10-K, File No. 001-36473, filed March 10, 2015) 10.11 Second Amendment to Employment Agreement, among Trinseo US Holding, Inc., Trinseo S.A. and Marilyn Horner, dated December 20, 2017 (incorporated herein by reference to Exhibit 10.9 to the Annual Report filed on Form 10-K, File No. 001-36473, filed March 1, 2018) 10.12 Retention Award Letter Agreement, dated December 21, 2017, between Trinseo US Holding, Inc., Trinseo LLC and Marilyn Horner (incorporated herein by reference to Exhibit 10.10 to the Annual Report filed on Form 10-K, File No. 001-36473, filed March 1, 2018) 10.13 Letter Agreement, dated March 1, 2016, between Trinseo S.A. and Marilyn N. Horner, defining retirement for purpose of equity awards (incorporated by reference to Exhibit 10.5 to the Quarterly Report filed on Form 10-Q, File No. 001-36473, filed May 5, 2016) 10.14 Employment Agreement, dated November 17, 2014, by and between Trinseo US Holding, Inc. (f/k/a Bain Capital Everest US Holding, Inc.) and Angelo N. Chaclas (incorporated herein by reference to Exhibit 10.10 to the Annual Report filed on Form 10-K, File No. 001-36473, filed March 11, 2016) 10.15 Letter Agreement, dated June 18, 2018, between Trinseo S.A. and Angelo N. Chaclas, defining retirement for purpose of equity awards (incorporated by reference to Exhibit 10.4 to the Quarterly Report filed on Form 10-Q, No. 001-36473, filed on August 3, 2018) 10.16 Employment Agreement between Trinseo Europe GmbH and Alice Heezen, dated March 26, 2018 (incorporated herein by reference to Exhibit 10.4 to the Quarterly Report filed on Form 10-Q, File No. 001-36473, filed May 3, 2018) 10.17* Second Amended and Restated Master Outsourcing Services Agreement, among The Dow Chemical Company and Trinseo LLC (f/k/a Styron LLC) and Trinseo Holding B.V. (f/k/a Styron Holding B.V.), dated June1, 2013 (incorporated herein by reference to Exhibit 10.19 to Amendment No. 2 to the Registration Statement filed on Form S-4, File No. 333-191460, filed December17, 2013) 10.18* Amended and Restated Ethylene Sales Contract (Europe), between Dow Europe GmbH and Trinseo Europe GmbH (f/k/a Styron Europe GmbH), dated June17, 2010 (incorporated herein by reference to Exhibit 10.22 to Amendment No.2 to the Registration Statement filed on Form S-4, File No. 333-191460, filed December17, 2013) 10.19* Amended and Restated Benzene Sales Contract (Europe), between Dow Europe GmbH and Trinseo Europe GmbH (f/k/a Styron Europe GmbH), dated June17, 2010 (incorporated herein by reference to Exhibit 10.23 to Amendment No.2 to the Registration Statement filed on Form S-4, File No. 333-191460, filed December17, 2013) 10.20* Amended and Restated Butadiene Sales Contract (Europe), between Dow Europe GmbH and Trinseo Europe GmbH (f/k/a Styron Europe GmbH), dated June17, 2010 (incorporated herein by reference to Exhibit 10.27 to Amendment No.2 to the Registration Statement filed on Form S-4, File No. 333-191460, filed December17, 2013) 10.21* Amended and Restated MOD5 Computerized Process Control Software Agreement, Licenses and Services, between Rofan Services Inc. and Trinseo LLC (f/k/a Styron LLC), dated as of June 17, 2010 (incorporated herein by reference to Exhibit 10.29 to the Registration Statement filed on Form S-4, File No. 333-191460, filed September30, 2013) 10.22* Amendment No. 1 to the Amended and Restated MOD5 Computerized Process Control Software Agreement, Licenses and Services, between Rofan Services Inc. and Trinseo LLC (f/k/a Styron LLC), dated as of June1, 2013 (incorporated herein by reference to Exhibit 10.30 to Amendment No.2 to the Registration Statement filed on Form S-4, File No. 333-191460, filed December17, 2013) 10.23* Amended and Restated Styron License Agreement, among The Dow Chemical Company, Dow Global Technologies Inc. and Trinseo LLC (f/k/a Styron LLC), dated as of June17, 2010. (incorporated herein by reference to Exhibit 10.31 to Amendment No.2 to the Registration Statement filed on Form S-4, FileNo. 333-191460, filed December17, 2013) 10.24 Deed of Amendment, Restatement and Accession, dated September 28, 2018, entered into by and among Trinseo Europe GmbH, Trinseo Export GmbH, Trinseo Deutschland Anlagengesellschaft mbH, Trinseo Netherlands B.V., Trinseo LLC, Trinseo U.S. Receivables Company SPV LLC, Styron Receivables Funding Designated Activity Company, Trinseo Finance Luxembourg S. r.l., Luxembourg, Zweigniederlassung Horgen, Regency Assets Designated Activity Company, HSBC Bank plc, Trinseo Holding S. r.l., TMF Administration Services Limited and the Law Debenture Trust Corporation plc (incorporated herein by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q, File No. 001-36473, filed on November 9, 2018) 10.25 Form of Restoration and Elective Deferral Plan (incorporated herein by reference to Exhibit 10.35 to Amendment No. 2 to the Registration Statement on Form S-1, File No. 333-194561, filed May5, 2014) 10.26 Performance Award (PA) Plan (incorporated herein by reference to Exhibit 10.36 to Amendment No.2 to the Registration Statement on Form S-1, File No. 333-194561, filed May 5, 2014) 10.27 Form of 2014 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 10.34 to Amendment No. 3 to the Registration Statement on Form S-1, File No. 333-194561, filed May 16, 2014) 10.28 Trinseo S.A. Cash Incentive Plan (incorporated herein by reference to Exhibit 10.35 to Amendment No. 3 to the Registration Statement on Form S-1, File No. 333-194561, filed May 16, 2014) 10.29 Form of Indemnification Agreement for Directors and Officers (incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q, File No.001-36473, filed August 3, 2017) 10.30 Form of Director Offer Letter (incorporated herein by reference to Exhibit 10.27 to the Annual Report filed on Form 10-K, File No. 001-36473, filed March 1, 2018) 10.31 Form of Restricted Stock Unit Agreement for Directors (incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q, File No. 001-36473, filed May 3, 2017) 10.32 Form of Restricted Stock Unit Award Agreement for Executives (incorporated herein by reference to Exhibit 10.5 to the Quarterly Report filed on Form 10-Q, File No. 001-36473, filed May 3, 2018) 10.33 Form of Non-statutory Stock Option Award Agreement for Executives (incorporated herein by reference to Exhibit 10.6 to the Quarterly Report filed on Form 10-Q, File No. 001-36473, filed May 3, 2018) 10.34 Form of Performance Award Stock Unit Agreement for Executives (incorporated herein by reference to Exhibit 10.7 to the Quarterly Report filed on Form 10-Q, File No. 001-36473, filed May 3, 2018) 10.35 Form of Restricted Stock Unit Award Agreement for Employees (incorporated herein by reference to Exhibit 10.8 to the Quarterly Report filed on Form 10-Q, File No. 001-36473, filed May 3, 2018) 10.36 Form of Non-statutory Stock Option Award Agreement for Employees (incorporated herein by reference to Exhibit 10.9 to the Quarterly Report filed on Form 10-Q, File No. 001-36473, filed May 3, 2018) 10.37 Form of Letter Agreement to Restricted Stock Unit Awardees regarding payment of dividend equivalents (incorporated herein by reference to Exhibit 10.38 to the Annual Report filed on Form 10-K, File No. 001-36473, filed March 1, 2017) 10.38 Form of Performance Award Stock Unit Agreement for Executives for 2018 Executive Retention Awards (incorporated herein by reference to Exhibit 10.2 to the Current Report filed on Form 8-K, File No. 001-36473, filed September 17, 2018) 21.1 Subsidiaries of Trinseo S.A. 23.1 Consent of Independent Registered Public Accounting Firm PricewaterhouseCoopers LLP 23.2 Consent of Independent Registered Public Accounting Firm Deloitte & Touche LLP 31.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002