Trinseo S.A. (Form: 10-Q, Received: 05/03/2017 14:12:22)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2017

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

For the transition period from to

Commission File Number: 001-36473

Trinseo S.A.

(Exact name of registrant as specified in its charter)

Luxembourg

N/A

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

1000 Chesterbrook Boulevard

Suite 300

Berwyn, PA 19312

(Address of Principal Executive Offices)

(610) 240-3200

(Registrant’s telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ◻

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer	☒	Accelerated filer	◻	

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

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

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

As of May 1, 2017, there were 43,992,047 of the registrant’s ordinary shares outstanding.

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TABLE OF CONTENTS


		Page

Part I	Financial Information

Item 1.	Financial Statements	4

	Condensed Consolidated Balance Sheets as of March 31, 2017 and December 31, 2016 (Unaudited)	4

	Condensed Consolidated Statements of Operations for the three months ended March 31, 2017 and 2016 (Unaudited)	5

	Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2017 and 2016 (Unaudited)	6

	Condensed Consolidated Statements of Shareholders’ Equity for the three months ended March 31, 2017 and 2016 (Unaudited)	7

	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2017 and 2016 (Unaudited)	8

	Notes to Condensed Consolidated Financial Statements (Unaudited)	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	35

Item 4.	Controls and Procedures	35

Part II	Other Information

Item 1.	Legal Proceedings	35

Item 1A.	Risk Factors	36

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	36

Item 3.	Defaults Upon Senior Securities	36

Item 4.	Mine Safety Disclosures	36

Item 5.	Other Information	37

Item 6.	Exhibits	37

Signatures

Exhibit Index

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Trinseo S.A.

Quarterly Report on Form 10-Q

For the quarterly period ended March 31, 2017

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

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

Definitions of capitalized terms not defined herein appear in the notes to our condensed consolidated financial statements.

Cautionary Note on Forward-Looking Statements

This Quarterly Report contains forward-looking statements including, without limitation, statements concerning plans, objectives, goals, projections, strategies, future events or performance, and underlying assumptions and other statements, which are not statements of historical facts. Forward-looking statements may be identified by the use of words like “expect,” “anticipate,” “intend,” “forecast,” “outlook,” “will,” “may,” “might,” “potential,” “likely,” “target,” “plan,” “contemplate,” “seek,” “attempt,” “should,” “could,” “would” or expressions of similar meaning. Forward-looking statements reflect management’s evaluation of information currently available and are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Specific factors that may impact performance or other predictions of future actions have, in many but not all cases, been identified in connection with specific forward-looking statements. Factors that might cause such a difference include, but are not limited to, those discussed in our Annual Report on Form 10-K for the year ended December 31, 2016 (“Annual Report”) filed with the Securities and Exchange Commission (“SEC”) on March 1, 2017 under Part I, Item IA— “Risk Factors”, and elsewhere within this Quarterly Report.

As a result of these or other factors, our actual results may differ materially from those contemplated by the forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. Therefore, we caution you against relying on these forward-looking statements. The forward-looking statements included in this Quarterly Report are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

Available Information

Our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, are available free of charge through the Investor Relations section of our website, www.trinseo.com, as soon as reasonably practicable after the reports are electronically filed or furnished with the U.S. Securities and Exchange Commission. We provide this website and information contained in or connected to it for informational purposes only. That information is not a part of this Quarterly Report.

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PART I —FINANCIAL INFORMATIO N

Item 1. Financial Statements

TRINSEO S.A.

Condensed Consolidated Balance Sheet s

(In thousands, except per share data)

(Unaudited)


		March 31,	December 31,
		2017	2016
Assets
Current assets
Cash and cash equivalents	$	410,137	$	465,114
Accounts receivable, net of allowance for doubtful accounts (March 31, 2017: $2,979; December 31, 2016: $3,138)		698,784		564,428
Inventories		481,112		385,345
Other current assets		15,613		17,999
Total current assets		1,605,646		1,432,886
Investments in unconsolidated affiliates		160,649		191,418
Property, plant and equipment, net of accumulated depreciation (March 31, 2017: $443,120; December 31, 2016: $420,343)		519,890		513,757
Other assets
Goodwill		29,992		29,485
Other intangible assets, net		174,421		177,345
Deferred income tax assets—noncurrent		32,791		40,187
Deferred charges and other assets		30,213		24,412
Total other assets		267,417		271,429
Total assets	$	2,553,602	$	2,409,490
Liabilities and shareholders’ equity
Current liabilities
Short-term borrowings and current portion of long-term debt	$	5,000	$	5,000
Accounts payable		423,000		378,029
Income taxes payable		29,640		23,784
Accrued expenses and other current liabilities		125,330		135,357
Total current liabilities		582,970		542,170
Noncurrent liabilities
Long-term debt, net of unamortized deferred financing fees		1,166,750		1,160,369
Deferred income tax liabilities—noncurrent		28,872		24,844
Other noncurrent obligations		240,935		237,054
Total noncurrent liabilities		1,436,557		1,422,267
Commitments and contingencies (Note 9)
Shareholders’ equity
Ordinary shares, $0.01 nominal value, 50,000,000 shares authorized (March 31, 2017: 48,778 shares issued and 44,068 shares outstanding; December 31, 2016: 48,778 shares issued and 44,301 shares outstanding)		488		488
Additional paid-in-capital		574,671		573,662
Treasury shares, at cost (March 31, 2017: 4,710 shares; December 31, 2016: 4,477 shares)		(233,850)		(217,483)
Retained earnings		362,153		258,540
Accumulated other comprehensive loss		(169,387)		(170,154)
Total shareholders’ equity		534,075		445,053
Total liabilities and shareholders’ equity	$	2,553,602	$	2,409,490

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

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TRINSEO S.A.

Condensed Consolidated Statements of Operation s

(In thousands, except per share data)

(Unaudited)


	Three Months Ended
	March 31,
	2017		2016
Net sales	$	1,104,490	$	894,084
Cost of sales		906,688		754,412
Gross profit		197,802		139,672
Selling, general and administrative expenses		60,436		54,486
Equity in earnings of unconsolidated affiliates		19,295		35,026
Operating income		156,661		120,212
Interest expense, net		18,200		18,896
Other expense (income), net		(8,133)		2,669
Income before income taxes		146,594		98,647
Provision for income taxes		29,300		21,900
Net income	$	117,294	$	76,747
Weighted average shares- basic		44,057		48,655
Net income per share- basic	$	2.66	$	1.58
Weighted average shares- diluted		45,313		49,086
Net income per share- diluted	$	2.59	$	1.56

Dividends per share	$	0.30	$	—

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

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TRINSEO S.A.

Condensed Consolidated Statements of Comprehensive Income (Loss )

(In thousands, unless otherwise stated)

(Unaudited)


	Three Months Ended
	March 31,
	2017		2016
Net income	$	117,294	$	76,747
Other comprehensive income (loss), net of tax (tax amounts shown in millions below for the three months ended March 31, 2017 and 2016, respectively):
Cumulative translation adjustments		4,201		13,423
Net loss on foreign exchange cash flow hedges		(4,810)		(7,425)
Pension and other postretirement benefit plans:
Net loss arising during period (net of tax of: 2017—$0; 2016—($0.5))		—		(800)
Amounts reclassified from accumulated other comprehensive income (loss)		1,376		540
Total other comprehensive income, net of tax		767		5,738
Comprehensive income	$	118,061	$	82,485

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

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TRINSEO S.A.

Condensed Consolidated Statements of Shareholders’ Equit y

(In thousands, except per share data)

(Unaudited)


	Shares		Shareholders' Equity
	Ordinary Shares Outstanding	Treasury Shares	Ordinary Shares		Additional Paid-In Capital		Treasury Shares		Accumulated Other Comprehensive Income (Loss)		Retained Earnings (Accumulated Deficit)		Total
Balance at December 31, 2016	44,301	4,477	$	488	$	573,662	$	(217,483)	$	(170,154)	$	258,540	$	445,053
Net income	—	—		—		—		—		—		117,294		117,294
Other comprehensive income	—	—		—		—		—		767		—		767
Stock-based compensation activity	194	(194)		—		1,009		6,920		—		—		7,929
Purchase of treasury shares	(427)	427		—		—		(23,287)		—		—		(23,287)
Dividends on ordinary shares ($0.30 per share)	—	—		—		—		—		—		(13,681)		(13,681)
Balance at March 31, 2017	44,068	4,710	$	488	$	574,671	$	(233,850)	$	(169,387)	$	362,153	$	534,075
Balance at December 31, 2015	48,778	—	$	488	$	556,532	$	—	$	(149,717)	$	(18,289)	$	389,014
Adoption of new accounting standard (1)	—	—		—		915		—		—		(915)		—
Net income	—	—		—		—		—		—		76,747		76,747
Other comprehensive income	—	—		—		—		—		5,738		—		5,738
Stock-based compensation activity	—	—		—		5,593		—		—		—		5,593
Purchase of treasury shares	(1,600)	1,600		—		—		(57,008)		—		—		(57,008)
Balance at March 31, 2016	47,178	1,600	$	488	$	563,040	$	(57,008)	$	(143,979)	$	57,543	$	420,084

(1) Refer to Note 11 for discussion of adoption of Accounting Standards Update 2016-09.

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

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TRINSEO S.A.

Condensed Consolidated Statements of Cash Flow s

(In thousands)

(Unaudited)


	Three Months Ended
	March 31,
	2017		2016
Cash flows from operating activities
Net income	$	117,294	$	76,747
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization		24,720		23,120
Amortization of deferred financing fees and issuance discount		1,350		1,608
Deferred income tax		11,282		6,418
Stock-based compensation expense		4,730		5,593
Earnings of unconsolidated affiliates, net of dividends		(2,863)		(3,684)
Unrealized net losses (gains) on foreign exchange forward contracts		187		(447)
Gain on sale of businesses and other assets		(9,914)		—
Changes in assets and liabilities
Accounts receivable		(133,312)		(33,732)
Inventories		(91,621)		(7,162)
Accounts payable and other current liabilities		49,895		4,344
Income taxes payable		5,559		6,486
Other assets, net		(4,485)		(3,452)
Other liabilities, net		1,465		9,046
Cash provided by (used in) operating activities		(25,713)		84,885
Cash flows from investing activities
Capital expenditures		(36,044)		(26,437)
Proceeds from the sale of businesses and other assets		42,100		—
Distributions from unconsolidated affiliates		857		4,809
Cash provided by (used in) investing activities		6,913		(21,628)
Cash flows from financing activities
Short-term borrowings, net		(62)		(63)
Repayments of term loans		(1,250)		(1,250)
Purchase of treasury shares		(26,648)		(57,008)
Dividends paid		(13,252)		—
Proceeds from exercise of option awards		3,337		—
Withholding taxes paid on restricted share units		(138)		—
Cash used in financing activities		(38,013)		(58,321)
Effect of exchange rates on cash		1,836		2,192
Net change in cash and cash equivalents		(54,977)		7,128
Cash and cash equivalents—beginning of period		465,114		431,261
Cash and cash equivalents—end of period	$	410,137	$	438,389

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

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TRINSEO S.A.

Notes to Condensed Consolidated Financial Statement s

(Dollars in thousands, unless otherwise stated)

(Unaudited)

NOTE 1—BASIS OF PRESENTATION

The unaudited interim condensed consolidated financial statements of Trinseo S.A. and its subsidiaries (the “Company”) as of and for the periods ended March 31, 2017 and 2016 were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and reflect all adjustments, consisting only of normal recurring adjustments, which, in the opinion of management, are considered necessary for the fair statement of the results for the periods presented. Because they cover interim periods, the statements and related notes to the financial statements do not include all disclosures normally provided in annual financial statements and, therefore, these statements should be read in conjunction with the 2016 audited consolidated financial statements included within the Company’s Annual Report on Form 10-K (“Annual Report”) filed with the Securities and Exchange Commission (“SEC”) on March 1, 2017.

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

Certain prior year amounts have been reclassified to conform to the current period presentation. These reclassifications did not have a material impact on the Company’s financial position or results. Refer to Note 11 and Note 13 for further information.

NOTE 2—RECENT ACCOUNTING GUIDANCE

In May 2014, the Financial Accounting Standards Board (“FASB”) and the International Accounting Standards Board (“IASB”) jointly issued guidance which clarifies the principles for recognizing revenue and develops a common revenue standard for GAAP and International Financial Reporting Standards (“IFRS”). The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Additionally, the FASB has issued certain clarifying updates to this guidance, which the Company will consider as part of our adoption. The Company expects to adopt this guidance for annual and interim periods beginning after December 31, 2017 by applying the modified retrospective transition approach. While our adoption efforts have progressed significantly, we have not yet reached a final conclusion on the expected impacts of adopting this new standard on our consolidated financial statements and disclosures, as well as on our underlying business processes and information technology systems.

In July 2015, the FASB issued guidance which simplifies the subsequent measurement of inventory by replacing the lower of cost or market test with a lower of cost or net realizable value (“NRV”) test. NRV is calculated as the estimated selling price less reasonably predictable costs of completion, disposal and transportation. The Company adopted this guidance effective January 1, 2017, and the adoption did not have a material impact to the Company’s financial position or results of operations.

In February 2016, the FASB issued guidance related to leases that outlines a comprehensive lease accounting model and supersedes the current lease guidance. The new guidance requires lessees to recognize on the consolidated balance sheets lease liabilities and corresponding right-of-use assets for all leases with terms of greater than 12 months. It also changes the definition of a lease and expands the disclosure requirements of lease arrangements. This new guidance is effective for public companies for annual and interim periods beginning after December 15, 2018, with early adoption permitted. The new guidance must be adopted using a modified retrospective transition, and provides for certain practical expedients. The Company is in the process of assessing the impact on its consolidated financial statements from the adoption of the new guidance. However, as we are the lessee under various real estate, railcar, and other equipment leases, which we currently account for as operating leases, we anticipate an increase in the recognition of right-of-use assets and lease liabilities as a result of this adoption .

In August 2016, the FASB issued guidance that aims to eliminate diversity in practice for how certain cash receipts and payments are presented and classified in the consolidated statements of cash flows. This guidance is effective for public companies for annual and interim periods beginning after December 15, 2017, with early adoption permitted. This guidance must be adopted using a retrospective approach, and provides for certain practical expedients.

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Additionally, the FASB has issued further guidance related to the presentation of restricted cash on the consolidated statements of cash flows. The Company is currently assessing the timing and related impact of adopting this guidance on its consolidated statements of cash flows.

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

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

In March 2017, the FASB issued guidance that requires employers to present the service cost component of net periodic benefit cost in the same statement of operations line item as other employee compensation costs arising from services rendered during the period. The other components of net benefit cost are to be presented outside of any subtotal of operating income. This presentation amendment is relevant to the Company and will be applied on a retrospective basis. This guidance is effective for fiscal years and interim periods beginning after December 15, 2017, and early adoption is permitted. The Company is currently assessing the impact of adopting this guidance on its results of operations.

NOTE 3—INVESTMENTS IN UNCONSOLIDATED AFFILIATES

During the first quarter of 2017, the Company had two joint ventures : Americas Styrenics LLC (“Americas Styrenics”, a styrene and polystyrene joint venture with Chevron Phillips Chemical Company LP) and Sumika Styron Polycarbonate Limited (“Sumika Styron Polycarbonate”, a polycarbonate joint venture with Sumitomo Chemical Company Limited). Investments held in the unconsolidated affiliates are accounted for by the equity method. The results of Americas Styrenics are included within its own reporting segment, and the results of Sumika Styron Polycarbonate were included within the Basic Plastics reporting segment until the Company sold its’ 50% share of the entity in January 2017. Refer to the discussion below for further information about the sale of the Company’s share in Sumika Styron Polycarbonate during the first quarter of 2017.

Both of the unconsolidated affiliates are privately held companies; therefore, quoted market prices for their stock are not available. The summarized financial information of the Company’s unconsolidated affiliates is shown below. This table includes summarized financial information for Sumika Styron Polycarbonate through the date of sale in January 2017.


	Three Months Ended
	March 31,
	2017		2016
Sales	$	433,946	$	376,253
Gross profit	$	20,588	$	68,403
Net income	$	6,328	$	52,796

Americas Styrenics

As of March 31, 2017 and December 31, 2016, respectively, the Company’s investment in Americas Styrenics was $160.6 million and $149.7 million, which was $55.1 million and $71.2 million less than the Company’s 50% share of the underlying net assets of Americas Styrenics . This amount represents the difference between the book value of assets contributed to the joint venture at the time of formation (May 1, 2008) and the Company’s 50% share of the total recorded value of the joint venture’s assets and certain adjustments to conform with the Company’s accounting policies. This difference is being amortized over a weighted average remaining useful life of the contributed assets of approximately 3.5 years as of March 31, 2017. The Company received dividends from Americas Styrenics of $7.5 million and $30.0 million during the three months ended March 31, 2017 and 2016, respectively.

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Sumika Styron Polycarbonate

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

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

NOTE 4—INVENTORIES

Inventories consisted of the following:


	March 31,		December 31,
	2017		2016
Finished goods	$	242,108	$	187,577
Raw materials and semi-finished goods		209,030		168,804
Supplies		29,974		28,964
Total	$	481,112	$	385,345

NOTE 5—DEBT

Refer to the Annual Report for definitions of capitalized terms not defined herein and further background on the Company’s debt facilities discussed below. The Company was in compliance with all debt related covenants as of March 31, 2017 and December 31, 2016.

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As of March 31, 2017 and December 31, 2016, debt consisted of the following:


			March 31, 2017						December 31, 2016
	Interest Rate as of March 31, 2017	Maturity Date	Carrying Amount		Unamortized Deferred Financing Fees (1)		Total Debt, Less Unamortized Deferred Financing Fees		Carrying Amount		Unamortized Deferred Financing Fees (1)		Total Debt, Less Unamortized Deferred Financing Fees
Senior Credit Facility
2020 Revolving Facility (2)	Various	May 2020	$	—	$	—	$	—	$	—	$	—	$	—
2021 Term Loan B (3)	4.250%	November 2021		490,340		(8,731)		481,609		491,545		(9,159)		482,386
2022 Senior Notes
USD Notes	6.750%	May 2022		300,000		(5,503)		294,497		300,000		(5,726)		294,274
Euro Notes	6.375%	May 2022		400,958		(6,876)		394,082		394,275		(7,157)		387,118
Accounts Receivable Securitization Facility (4)	Various	May 2019		—		—		—		—		—		—
Other indebtedness	Various	Various		1,562		—		1,562		1,591		—		1,591
Total debt			$	1,192,860	$	(21,110)	$	1,171,750	$	1,187,411	$	(22,042)	$	1,165,369
Less: current portion								(5,000)						(5,000)
Total long-term debt, net of unamortized deferred financing fees							$	1,166,750					$	1,160,369

(1)

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

(2)

The Company had $309.1 million (net of $15.9 million outstanding letters of credit) of funds available for borrowing under this facility as of March 31, 2017. Additionally, the Borrowers were required to pay a quarterly commitment fee in respect of any unused commitments under this facility equal to 0.375% per annum.

(3)

Carrying amounts presented above are net of an original issue discount, which was 0.25% of the original $500.0 million facility. This facility bears an interest rate of LIBOR plus 3.25%, subject to a 1.00% LIBOR floor. As of March 31, 2017, $5.0 million of the scheduled future payments related to this facility were classified as current debt on the Company’s condensed consolidated balance sheet.

(4)

This facility has a borrowing capacity of $200.0 million. As of March 31, 2017, the Company had approximately $139.2 million of accounts receivable available to support this facility, based on the pool of eligible accounts receivable. In regards to outstanding borrowings, fixed interest charges are 2.6% plus variable commercial paper rates, while for available, but undrawn commitments, fixed interest charges are 1.4%.

NOTE 6—DERIVATIVE INSTRUMENTS

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

Foreign Exchange Forward Contracts

Certain subsidiaries have assets and liabilities denominated in currencies other than their respective functional currencies, which creates foreign exchange risk. The Company’s principal strategy in managing its exposure to changes in foreign currency exchange rates is to naturally hedge the foreign currency-denominated liabilities on our balance sheet against corresponding assets of the same currency such that any changes in liabilities due to fluctuations in exchange rates are offset by changes in their corresponding foreign currency assets. In order to further reduce its exposure, the Company also uses foreign exchange forward contracts to economically hedge the impact of the variability in exchange

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rates on our assets and liabilities denominated in certain foreign currencies. These derivative contracts are not designated for hedge accounting treatment.

As of March 31, 2017, the Company had open foreign exchange forward contracts with a notional U.S. dollar equivalent absolute value of $222.2 million. The following table displays the notional amounts of the most significant net foreign exchange hedge positions outstanding as of March 31, 2017.


	March 31,
Buy / (Sell)	2017
Chinese Yuan	$	(79,985)
Euro	$	(63,617)
Indonesian Rupiah	$	(27,316)
Swiss Franc	$	19,083
Japanese Yen	$	(10,163)
Turkish Lira	$	(7,349)

Foreign Exchange Cash Flow Hedges

The Company also enters into forward contracts with the objective of managing the currency risk associated with forecasted U.S. dollar-denominated raw materials purchases by one of its subsidiaries whose functional currency is the euro. By entering into these forward contracts, which are designated as cash flow hedges, the Company buys a designated amount of U.S. dollars and sells euros at the prevailing market rate to mitigate the risk associated with the fluctuations in the euro-to-U.S. dollar foreign currency exchange rates. The qualifying hedge contracts are marked-to-market at each reporting date and any unrealized gains or losses are included in accumulated other comprehensive income/loss (“AOCI”) to the extent effective, and reclassified to cost of sales in the period during which the transaction affects earnings or it becomes probable that the forecasted transaction will not occur.

Open foreign exchange cash flow hedges as of March 31, 2017 have maturities occurring over a period of 9 months, and have a net notional U.S. dollar equivalent of $175.5 million.

Net Investment Hedge

The Company’s outstanding debt includes €375.0 million of Euro Notes (refer to Note 5 for details) . As of March 31, 2017, the Company has designated a portion ( €280 million) of the principal amount of these Euro Notes as a hedge of the foreign currency exposure of the Issuers’ net investment in certain European subsidiaries. As this debt was deemed to be a highly effective hedge, changes in the Euro Notes’ carrying value resulting from fluctuations in the euro exchange rate were recorded as cumulative foreign currency translation gain of $9.5 million within AOCI as of March 31, 2017.

Summary of Derivative Instruments

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


	Gain (Loss) Recognized in				Gain (Loss) Recognized in
	AOCI on Balance Sheet				Statement of Operations
	Three Months Ended March 31,								Statement of Operations
	2017		2016		2017		2016		Classification
Designated as Cash Flow Hedges
Foreign exchange cash flow hedges	$	(4,810)	$	(7,425)	$	2,451	$	1,106	Cost of sales
Total	$	(4,810)	$	(7,425)	$	2,451	$	1,106
Net Investment Hedges
Euro Notes	$	(4,990)	$	(6,285)	$	—	$	—	Other expense (income), net
Total	$	(4,990)	$	(6,285)	$	—	$	—
Not Designated as Cash Flow Hedges
Foreign exchange forward contracts	$	—	$	—	$	(1,675)	$	3,133	Other expense (income), net
Total	$	—	$	—	$	(1,675)	$	3,133

The Company recorded losses of $1.7 million and gains of $3.1 million during the three months ended March 31,

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2017 and 2016, respectively, from settlements and changes in the fair value of outstanding forward contracts (not designated as hedges) . The losses and gains from these forward contracts offset net foreign exchange transaction gains of $0.6 million and losses of $5.0 million, respectively, during the three months ended March 31, 2017 and 2016 which resulted from the remeasurement of the Company’s foreign currency denominated assets and liabilities. The cash settlements of these foreign exchange forward contracts are included within operating activities in the condensed consolidated statement of cash flows.

As of March 31, 2017, the Company has no ineffectiveness related to its foreign exchange cash flow hedges. Further, the Company expects to reclassify in the next twelve months an approximate $6.3 million net gain from AOCI into earnings related to the Company’s outstanding cash flow hedges as of March 31, 2017 based on current foreign exchange rates.

The following table summarizes the net unrealized gains and losses and balance sheet classification of outstanding derivatives recorded in the condensed consolidated balance sheets:


	March 31, 2017						December 31, 2016
	Foreign Exchange		Foreign Exchange				Foreign Exchange		Foreign Exchange
	Forward		Cash Flow				Forward		Cash Flow
Balance Sheet Classification	Contracts		Hedges		Total		Contracts		Hedges		Total
Asset Derivatives:
Accounts receivable, net of allowance	$	1,236	$	6,302	$	7,538	$	1,664	$	11,018	$	12,682
Deferred charges and other assets		—		—		—		—		—		—
Total asset derivatives	$	1,236	$	6,302	$	7,538	$	1,664	$	11,018	$	12,682
Liability Derivatives:
Accounts payable	$	512	$	—	$	512	$	511	$	—	$	511
Other noncurrent obligations		—		—		—		—		—		—
Total liability derivatives	$	512	$	—	$	512	$	511	$	—	$	511

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


	Gross Amounts		Gross Amounts		Net Amounts
	Recognized in the		Offset in the		Presented in the
	Balance Sheet		Balance Sheet		Balance Sheet
Balance at March 31, 2017
Derivative assets	$	14,511	$	(6,973)	$	7,538
Derivative liabilities		7,485		(6,973)		512

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

Refer to Notes 7 and 15 of the condensed consolidated financial statements for further information regarding the fair value of the Company’s derivative instruments and the related changes in AOCI .

NOTE 7—FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities measured at fair value are classified using the following hierarchy, which is based upon the transparency of inputs to the valuation as of the measurement date.

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

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markets.

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

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

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


	March 31, 2017
	Quoted Prices in Active Markets for Identical Items		Significant Other Observable Inputs		Significant Unobservable Inputs
Assets (Liabilities) at Fair Value	(Level 1)		(Level 2)		(Level 3)		Total
Foreign exchange forward contracts—Assets	$	—	$	1,236	$	—	$	1,236
Foreign exchange forward contracts—(Liabilities)		—		(512)		—		(512)
Foreign exchange cash flow hedges—Assets		—		6,302		—		6,302
Total fair value	$	—	$	7,026	$	—	$	7,026


	December 31, 2016
	Quoted Prices in Active Markets for Identical Items		Significant Other Observable Inputs		Significant Unobservable Inputs
Assets (Liabilities) at Fair Value	(Level 1)		(Level 2)		(Level 3)		Total
Foreign exchange forward contracts—Assets	$	—	$	1,664	$	—	$	1,664
Foreign exchange forward contracts—(Liabilities)		—		(511)		—		(511)
Foreign exchange cash flow hedges—Assets		—		11,018		—		11,018
Total fair value	$	—	$	12,171	$	—	$	12,171

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

Fair Value of Debt Instruments

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


	As of		As of
	March 31, 2017		December 31, 2016
2022 Senior Notes
USD Notes	$	316,875	$	315,000
Euro Notes		429,013		424,437
2021 Term Loan B		496,472		498,041
Total fair value	$	1,242,360	$	1,237,478

The fair value of the Company’s Term Loan B, USD Notes, and Euro Notes (each Level 2 securities) is determined using over-the-counter market quotes and benchmark yields received from independent vendors.

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There were no other significant financial instruments outstanding as of March 31, 2017 and December 31, 2016.

NOTE 8—PROVISION FOR INCOME TAXES


	Three Months Ended
	March 31,
	2017			2016
Effective income tax rate		20.0	%		22.2	%

Provision for income taxes for the three months ended March 31, 2017 was $29.3 million, resulting in an effective tax rate of 20.0%. Provision for income taxes for the three months ended March 31, 2016 was $21.9 million, resulting in an effective tax rate of 22.2%.

The effective income tax rate was favorably impacted by the $9.3 million gain on sale of the Company’s 50% share in Sumika Styron Polycarbonate during the three months ended March 31, 2017, which was exempt from tax (refer to Note 3 for further information).

NOTE 9—COMMITMENTS AND CONTINGENCIES

Environmental Matters

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

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

Purchase Commitments

In the normal course of business, the Company has certain raw material purchase contracts where it is required to purchase certain minimum volumes at current market prices. These commitments range from 1 to 5 years. In certain raw material purchase contracts, the Company has the right to purchase less than the required minimums and pay a liquidated damages fee, or, in case of a permanent plant shutdown, to terminate the contracts. In such cases, these obligations would be less than the annual commitment as disclosed in the consolidated financial statements included in the Annual Report.

Litigation Matters

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

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NOTE 10—PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS

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


	Three Months Ended
	March 31,
	2017		2016
Defined Benefit Pension Plans
Service cost	$	4,584	$	4,071
Interest cost		1,081		1,360
Expected return on plan assets		(411)		(483)
Amortization of prior service credit		(471)		(478)
Amortization of net loss		1,357		1,038
Net settlement and curtailment loss (1)		129		—
Net periodic benefit cost	$	6,269	$	5,508

(1)

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


	Three Months Ended
	March 31,
	2017		2016
Other Postretirement Plans
Service cost	$	54	$	63
Interest cost		63		121
Amortization of prior service cost		26		26
Amortization of net gain		(11)		(43)
Net periodic benefit cost	$	132	$	167

As of March 31, 2017 and December 31, 2016, the Company’s benefit obligations included primarily in “Other noncurrent obligations” in the condensed consolidated balance sheets were $199.2 million and $195.8 million, respectively. The net periodic benefit costs are recognized in the condensed consolidated statement of operations as “Cost of sales” and “Selling, general and administrative expenses.”

The Company made cash contributions of approximately $5.2 million during the three months ended March 31, 2017. The Company expects to make additional cash contributions, including benefit payments to unfunded plans, of approximately $10.0 million to its defined benefit plans for the remainder of 2017.

NOTE 11—STOCK-BASED COMPENSATION

Restricted Share Units (RSUs)

During the three months ended March 31, 2017, the Company granted 97,468 RSUs at a weighted-average grant date fair value per unit of $71.45. Total compensation expense recognized for all outstanding RSUs was $1.9 million and $0.9 million for the three months ended March 31, 2017 and 2016, respectively. As of March 31, 2017, there was $15.4 million of total unrecognized compensation cost related to outstanding RSUs, which is expected to be recognized over a weighted-average period of 2.2 years.

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Option Awards

During the three months ended March 31, 2017, the Company granted 191,565 option awards at a weighted-average grant date fair value per option award of $20.61. The following are the weighted-average assumptions used within the Black-Scholes pricing model for these option awards:


	Three Months Ended
	March 31,
	2017
Expected term (in years)	5.50
Expected volatility	35.00	%
Risk-free interest rate	2.19	%
Dividend yield	2.00	%

Since the Company’s equity interests were privately held prior to its initial public offering (“IPO”) in June 2014, there is limited publicly traded history of the Company’s ordinary shares. Until such time that the Company can determine expected volatility based solely on the publicly traded history of its ordinary shares, expected volatility used in the Black-Scholes model for option awards granted is based on a combination of the Company’s historical volatility and similar companies’ stock that are publicly traded. The expected term of option awards represents the period of time that option awards granted are expected to be outstanding. For the option awards granted during the three months ended March 31, 2017 and 2016, the simplified method was used to calculate the expected term, given the Company’s limited historical exercise data. The risk-free interest rate for the periods within the expected term of option awards is based on the U.S. Treasury yield curve in effect at the time of grant. The dividend yield is estimated based on historical and expected dividend activity.

Total compensation expense for the option awards was $2.7 million and $3.4 million for the three months ended March 31, 2017 and 2016, respectively. As of March 31, 2017, there was $2.6 million of total unrecognized compensation cost related to the option awards, which is expected to be recognized over a weighted-average period of 1.7 years .

Performance Share Units (PSUs)

The Company granted PSUs for the first time during the three months ended March 31, 2017. The PSUs, which are granted to executives, cliff vest on the third anniversary of the date of grant, generally subject to the executive remaining continuously employed by the Company through the vesting date and achieving certain performance conditions. The number of the PSUs that vest upon completion of the service period can range from 0 to 200 percent of the original grant, subject to certain limitations, contingent upon the Company’s total shareholder return (“TSR”) during the performance period relative to a pre-defined set of industry peer companies. Upon a termination of employment due to the executive’s death or retirement, or termination in connection with a change in control or other factors prior to the vesting date, the PSUs will vest in full or in part, depending on the type of termination and the achievement of the performance conditions. Dividends equivalents will accumulate on PSUs during the vesting period, will be paid in cash upon vesting, and do not accrue interest. When PSUs vest, shares will be issued from the existing pool of treasury shares.

The fair value for PSU awards is computed using a Monte Carlo valuation model. During the three months ended March 31, 2017, the Company granted 50,937 PSUs at a weighted-average grant date fair value per award of $75.74. Total compensation expense recognized for PSUs was $0.2 million for the three months ended March 31, 2017. As of March 31, 2017, there was $3.7 million of total unrecognized compensation cost related to outstanding PSUs, which is expected to be recognized over a weighted-average period of 2.9 years.

Adoption of Accounting Standards Update

Effective April 1, 2016, the Company adopted new accounting guidance issued by the FASB that simplifies several aspects of accounting for share-based payments. Among other things , as part of this adoption, the Company made an accounting policy election to recognize forfeitures as incurred, rather than estimating the forfeitures in advance. The impact of this change was applied utilizing a modified retrospective approach, with an adjustment of $0.9 million recorded during the year ended December 31, 2016 to decrease opening retained earnings and increase opening additional paid-in-capital. All other impacts of this adoption were not material to the Company’s financial position and results of operations.

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NOTE 12—RELATED PARTY TRANSACTIONS

In March 2016, the former Parent sold 10,600,000 ordinary shares pursuant to the Company’s shelf registration statement filed with the SEC. In connection with this offering, and under the terms of the agreement associated with its formation, the Company incurred advisory, accounting, legal and printing expenses on behalf of the former Parent of $1.9 million during the three months ended March 31, 2016. These expenses were included within “Selling, general and administrative expenses” on the condensed consolidated statement of operations for the three months ended March 31, 2016. Due to the additional secondary offerings completed during the year ended December 31, 2016, the former Parent no longer has an ownership interest in the Company as of March 31, 2017. Refer to Note 16 for further information.

NOTE 13—SEGMENTS

Effective October 1, 2016, the Company realigned its reporting segments to reflect the new model under which the business will be managed and results will be reviewed by the chief executive officer, who is the Company’s chief operating decision maker. This change in segments is being made to provide increased clarity and understanding around the drivers of profitability and cash flow of the Company. The previous Basic Plastics & Feedstocks segment was split into three new segments: Basic Plastics, which includes polystyrene, copolymers, and polycarbonate; Feedstocks, which represents the Company’s styrene monomer business; and Americas Styrenics, which reflects the equity earnings from its 50%-owned styrenics joint venture. In addition, certain highly differentiated acrylonitrile-butadiene-styrene, or ABS, supplied into Performance Plastics markets, which was previously included in the results of Basic Plastics & Feedstocks, is now included in Performance Plastics. Finally, the Latex segment was renamed to Latex Binders. In conjunction with the segment realignment, the Company also changed its primary measure of segment operating performance from EBITDA to Adjusted EBITDA. Refer to the discussion below for further information about Adjusted EBITDA.

The information in the tables below has been retroactively adjusted to reflect the changes in reporting segments and segment operating performance.

The Latex Binders segment produces styrene-butadiene latex, or SB latex, and other latex polymers and binders, primarily for coated paper and packaging board, carpet and artificial turf backings, as well as a number of performance latex binders applications, such as adhesive, building and construction and the technical textile paper market. The Synthetic Rubber segment produces synthetic rubber products used predominantly in high-performance tires, impact modifiers and technical rubber products, such as conveyer belts, hoses, seals and gaskets. The Performance Plastics segment produces highly engineered compounds and blends and some specialized ABS grades for automotive end markets, as well as consumer electronics, medical, electrical and lighting, collectively consumer essential markets, or CEM. The Basic Plastics segment produces styrenic polymers, including polystyrene, basic ABS, and styrene-acrylonitrile, or SAN, products, as well as polycarbonate, or PC, all of which are used as inputs in a variety of end use markets. The Basic Plastics segment also included the results of our previously 50%-owned joint venture, Sumika Styron Polycarbonate, until the Company sold its share in the entity in January 2017 (refer to Note 3 for further information). The Feedstocks segment includes the Company’s production and procurement of styrene monomer outside of North America, which is used as a key raw material in many of the Company’s products, including polystyrene, SB latex, ABS resins, solution styrene-butadiene rubber, or SSBR, etc. Lastly, the Americas Styrenics segment consists solely of the operations of our 50%-owned joint venture, Americas Styrenics, a producer of both styrene monomer and polystyrene in North America.

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


	Performance Materials						Basic Plastics & Feedstocks
	Latex		Synthetic		Performance		Basic				Americas		Corporate
Three Months Ended	Binders		Rubber		Plastics		Plastics		Feedstocks		Styrenics		Unallocated		Total
March 31, 2017
Sales to external customers	$	288,931	$	163,361	$	184,551	$	380,751	$	86,896	$	—	$	—	$	1,104,490
Equity in earnings (losses) of unconsolidated affiliates		—		—		—		810		—		18,485		—		19,295
Adjusted EBITDA (1)		36,815		46,270		26,875		38,861		41,896		18,485
Investment in unconsolidated affiliates		—		—		—		—		—		160,649		—		160,649
Depreciation and amortization		5,663		8,379		2,378		3,690		2,477		—		2,133		24,720
March 31, 2016
Sales to external customers	$	209,481	$	102,197	$	168,629	$	342,629	$	71,148	$	—	$	—	$	894,084
Equity in earnings (losses) of unconsolidated affiliates		—		—		—		2,093		—		32,933		—		35,026
Adjusted EBITDA (1)		18,767		23,079		35,086		37,767		20,810		32,933
Investment in unconsolidated affiliates		—		—		—		34,915		—		146,796		—		181,711
Depreciation and amortization		6,280		8,043		1,544		3,583		2,866		—		804		23,120

(1) The Company’s primary measure of segment operating performance is Adjusted EBITDA, which is defined as income from continuing operations before interest expense, net; provision for income taxes; depreciation and amortization expense; loss on extinguishment of long-term debt; asset impairment charges; gains or losses on the dispositions of businesses and assets; restructuring and other items. Adjusted EBITDA is a key metric that is used by management to evaluate business performance in comparison to budgets, forecasts, and prior year financial results, providing a measure that management believes reflects core operating performance by removing the impact of transactions and events that would not be considered a part of core operations. Adjusted EBITDA is useful for analytical purposes; however, it should not be considered an alternative to the Company’s reported GAAP results, as there are limitations in using such financial measures. Other companies in the industry may define Adjusted EBITDA differently than the Company, and as a result, it may be difficult to use Adjusted EBITDA, or similarly named financial measures, that other companies may use to compare the performance of those companies to the Company’s segment performance.

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


	March 31,
	2017		2016
Income before income taxes	$	146,594	$	98,647
Interest expense, net		18,200		18,896
Depreciation and amortization		24,720		23,120
Corporate Unallocated (2)		27,465		25,217
Adjusted EBITDA Addbacks (3)		(7,777)		2,562
Segment Adjusted EBITDA	$	209,202	$	168,442

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

(3) Adjusted EBITDA addbacks for the three months ended March 31, 2017 and 2016 are as follows:


	March 31,
(in millions)	2017		2016
Net gain on disposition of businesses and assets (Note 3)	$	(9.9)	$	—
Restructuring and other charges (Note 14)		2.1		0.7
Other items (a)		—		1.8
Total Adjusted EBITDA Addbacks	$	(7.8)	$	2.5

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(a)

For the three months ended March 31, 2016, other items includes $1.8 million of fees incurred in conjunction with the Company’s secondary offering completed in March 2016. Refer to Note 12 for further information.

NOTE 14—RESTRUCTURING

Terneuzen Compounding Restructuring

In March 2017, the Company announced plans to upgrade its production capability for compounded resins with the construction of a new state-of-the art manufacturing facility to replace its existing facility in Terneuzen, The Netherlands. The new facility is expected to start up in the first half of 2018, with substantive production at the existing facility expected to cease by June 2018, followed by decommissioning activities through the end of 2018.

For the three months ended March 31, 2017, the Company recorded $0.6 million of accelerated depreciation charges on assets at the existing facility and $0.6 million of contract termination charges. These charges were included within “Selling, general and administrative expenses” in the condensed consolidated statement of operations and allocated entirely to the Performance Plastics segment. Contract termination charges are recorded within “Accrued expenses and other current liabilities” in the condensed consolidated balance sheet.

The Company expects to incur incremental accelerated depreciation charges of $2.8 million and estimated decommissioning and other charges of approximately $1.5 million throughout 2017 and 2018, the majority of which are expected to be paid in 2018.

Livorno Plant Restructuring

In August 2016, the Company announced its plan to cease manufacturing activities at its latex binders manufacturing facility in Livorno, Italy. This is a result of declining demand for graphical paper and is expected to provide improved asset utilization, as well as cost reductions within the Company’s European latex binders business. Production at the facility ceased in October 2016, followed by decommissioning activities which began in the fourth quarter of 2016.

For the three months ended March 31, 2017, the Company recorded restructuring charges of $0.2 million related to employee termination benefit charges and $0.6 million of decommissioning and other charges. No charges were incurred during the three months ended March 31, 2016. These charges were included in “Selling, general and administrative expenses” in the condensed consolidated statement of operations and were allocated entirely to the Latex Binders segment. Employee and contract termination benefits charges are recorded within “Accrued expenses and other current liabilities” in the condensed consolidated balance sheet as of March 31, 2017.

The following table provides a rollforward of the liability balances associated with the Livorno plant restructuring for the three months ended March 31, 2017:


	Balance at						Balance at
	December 31, 2016		Expenses		Deductions		March 31, 2017
Employee termination benefit charges	$	4,632	$	152	$	(4,313)	$	471
Contract termination charges		269		—		—		269
Other (1)		—		584		(584)		—
Total	$	4,901	$	736	$	(4,897)	$	740

(1) Includes decommissioning charges incurred, primarily related to labor and third party service costs.

The Company expects to incur incremental employee termination benefit charges of $0.6 million throughout 2017, which are expected to be paid in early 2018. Lastly, the Company also expects to incur additional decommissioning costs associated with this plant shutdown in 2017, the cost of which will be expensed as incurred, within the Latex Binders segment.

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NOTE 15—ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

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


	Cumulative		Pension & Other		Foreign Exchange
	Translation		Postretirement Benefit		Cash Flow
Three Months Ended March 31, 2017 and 2016	Adjustments		Plans, Net		Hedges, Net		Total
Balance as of December 31, 2016	$	(118,922)	$	(63,504)	$	12,272	$	(170,154)
Other comprehensive income (loss)		4,201		—		(2,359)		1,842
Amounts reclassified from AOCI to net income (1)		—		1,376		(2,451)		(1,075)
Balance as of March 31, 2017	$	(114,721)	$	(62,128)	$	7,462	$	(169,387)

Balance as of December 31, 2015	$	(109,120)	$	(46,166)	$	5,569	$	(149,717)
Other comprehensive income (loss)		13,423		(800)		(6,319)		6,304
Amounts reclassified from AOCI to net income (1)		—		540		(1,106)		(566)
Balance as of March 31, 2016	$	(95,697)	$	(46,426)	$	(1,856)	$	(143,979)

(1)

The following is a summary of amounts reclassified from AOCI to net income for the three months ended March 31, 2017 and 2016, respectively:


	Amount Reclassified from AOCI
AOCI Components	Three Months Ended March 31,				Statement of Operations
	2017		2016		Classification
Cash flow hedging items
Foreign exchange cash flow hedges	$	(2,451)	$	(1,106)	Cost of sales
Total before tax		(2,451)		(1,106)
Tax effect		—		—	Provision for income taxes
Total, net of tax	$	(2,451)	$	(1,106)

Amortization of pension and other postretirement benefit plan items
Prior service credit	$	(446)	$	(452)	(a)
Net actuarial loss		1,576		1,254	(a)
Net settlement and curtailment loss		648		—	(a)
Total before tax		1,778		802
Tax effect		(402)		(262)	Provision for income taxes
Total, net of tax	$	1,376	$	540

(a)

These AOCI components are included in the computation of net periodic benefit costs (see Note 10).

NOTE 16—SHAREHOLDERS’ EQUITY

Secondary Offerings

During the year ended December 31, 2016, the former Parent sold 37,269,567 ordinary shares pursuant to the Company’s shelf registration statement filed with the SEC. As such, the former Parent no longer holds an ownership interest in the Company.

Share Repurchases

Under authorization from the Company’s shareholders and board of directors, the Company may purchase ordinary shares from its shareholders in open market transactions. Repurchased shares are recorded at cost within “Treasury shares” in the condensed consolidated balance sheet. The following table summarizes the repurchase transactions settled by the Company during the three months ended March 31, 2017 and 2016.

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Three Months Ended	Number of Shares Repurchased			Aggregate Purchase Price
March 31, 2017	427,205		$	26,648
March 31, 2016	1,600,000	(1)	$	57,008

(1)

Shares repurchased in conjunction with the secondary offering completed in March 2016. Refer to the Annual Report for further details related to this offering.

Dividends

Under authorization from the Company’s shareholders, the Company may declare dividends on its’ ordinary shares. The following table summarizes the Company’s dividends during the three months ended March 31, 2017. No declarations were made during the three months ended March 31, 2016.


Month of Declaration	Date of Record	Date of Payment	Dividends per Share (1)		Total Dividends
December 2016	January 11, 2017	January 25, 2017	$	0.30	$	13,252
February 2017	April 11, 2017	April 25, 2017	$	0.30	$	13,681	(2)

(1)

The Company may distribute cash to shareholders under Luxembourg law via repayments of equity or an allocation of statutory profits. Since the Company began paying dividends, all distributions have been considered repayments of equity under Luxembourg law.

(2)

This amount was recorded within “Accrued expenses and other current liabilities” on the Company’s condensed consolidated balance sheet as of March 31, 2017.

NOTE 17—EARNINGS PER SHARE

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

The following table presents basic EPS and diluted EPS for the three months ended March 31, 2017 and 2016, respectively.


	Three Months Ended
	March 31,
(in thousands, except per share data)	2017		2016
Earnings:
Net income	$	117,294	$	76,747
Shares:
Weighted-average ordinary shares outstanding		44,057		48,655
Dilutive effect of RSUs, option awards, and PSUs*		1,256		431
Diluted weighted-average ordinary shares outstanding		45,313		49,086
Income per share:
Income per share—basic	$	2.66	$	1.58
Income per share—diluted	$	2.59	$	1.56

* Refer to Note 11 for discussion of RSUs, option awards, and PSUs granted to certain Company directors and employees. The number of anti-dilutive shares that have been excluded in the computation of diluted earnings per share for the three months ended March 31, 2017 and 2016 were 0.2 million and zero, respectively.

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

2017 Year-to-Date Highlights

The first quarter of 2017 resulted in continued strong performance for Trinseo, noting net income of $117.3 million and Adjusted EBITDA of $181.7 million. Refer to “Non-GAAP Performance Measures” below for further discussion of our use of non-GAAP measures in evaluating our performance. Other highlights for the year are described below.

Sale of Sumika Styron Polycarbonate

On January 31, 2017, the Company completed the sale of its 50% share in Sumika Styron Polycarbonate to Sumitomo Chemical Company Limited for total sales proceeds of approximately $42.1 million. As a result, the Company recorded a gain on sale of $9.3 million during the three months ended March 31, 2017. In addition, the parties have entered into a long-term agreement to continue sourcing polycarbonate resin from Sumika Styron Polycarbonate to the Company’s Performance Plastics segment.

Share Repurchases and Dividends

During the three months ended March 31, 2017, under existing authority from its board of directors, the Company purchased 427,205 ordinary shares from its shareholders through a combination of open market transactions for an aggregate purchase price of $26.6 million. Also, in February 2017, the Company’s board of directors declared a dividend of $0.30 per ordinary share payable in cash on April 25, 2017 to shareholders of record as of April 11, 2017.

Results of Operations

Results of Operations for the Three Months Ended March 31, 2017 and 2016

The table below sets forth our historical results of operations, and these results as a percentage of net sales for the periods indicated:


	Three Months Ended
	March 31,
(in millions)	2017		Percentage		2016		Percentage
Net sales	$	1,104.5	100.0	%	$	894.1	100.0	%
Cost of sales		906.7	82.1	%		754.4	84.4	%
Gross profit		197.8	17.9	%		139.7	15.6	%
Selling, general and administrative expenses		60.4	5.5	%		54.5	6.1	%
Equity in earnings of unconsolidated affiliates		19.3	1.7	%		35.0	3.9	%
Operating income		156.7	14.1	%		120.2	13.4	%
Interest expense, net		18.2	1.6	%		18.9	2.1	%
Other expense (income), net		(8.1)	(0.7)	%		2.7	0.3	%
Income before income taxes		146.6	13.2	%		98.6	11.0	%
Provision for income taxes		29.3	2.7	%		21.9	2.4	%
Net income	$	117.3	10.5	%	$	76.7	8.6	%

2017 vs. 2016

Net Sales

Of the 23.5% increase, 26.9% was due to higher selling prices primarily from the pass through of higher raw material costs, including higher styrene and butadiene costs to customers across our segments. Offsetting this increase from selling prices was a decrease of 1.3% due to sales volume, as decreases in Basic Plastics and Feedstocks sales volumes were partially offset by increases in Synthetic Rubber and Performance Plastics sales volume. In addition, a decrease of 2.1% was due to an unfavorable currency impact across our segments, as the euro weakened in comparison to the U.S. dollar.

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Cost of Sales

Of the 20.2% increase, 22.8% was attributable to higher prices for raw materials, primarily butadiene and styrene monomer, and 0.7% was due to increased fixed costs. These increases were partially offset by a 1.4% decrease due to lower sales volume, as decreases in Basic Plastics and Feedstocks sales volumes were partially offset by increases in Synthetic Rubber and Performance Plastics sales volume. In addition, a decrease of 2.1% was due to a favorable currency impact across our segments, as the euro weakened in comparison to the U.S. dollar.

Gross Profit

The increase was primarily attributable to higher margins, especially within Feedstocks and Latex Binders. Higher sales volume in Synthetic Rubber, Performance Plastics, and Latex Binders, was partially offset by lower sales volume and margins in Basic Plastics and lower margins in Performance Plastics, as well as by styrene outages in Feedstocks and Americas Styrenics (discussed in our segment discussion below). Also offsetting this increase was an unfavorable currency impact as the euro weakened in comparison to the U.S. dollar.

Selling, General and Administrative Expenses

The majority of this increase is driven by $1.6 million of increased restructuring charges, primarily related to the Company’s decision to cease manufacturing activities at our latex facility in Livorno, Italy, as well as charges related to the upgrade and replacement of the Company’s compounding facility in Terneuzen, The Netherlands. Refer to Note 14 in the condensed consolidated financial statements for further information. Also driving this change were increased employee benefit costs and costs from additional resources supporting growth initiatives.

Equity in Earnings of Unconsolidated Affiliates

Equity earnings decreased in 2017, as equity earnings from Americas Styrenics decreased from $32.9 million in 2016 to $18.5 million in 2017, primarily due to the planned and extended first quarter styrene outage at its St. James, LA, facility. Additionally, equity earnings from Sumika Styron Polycarbonate decreased from $2.1 million in 2016 to $0.8 million in 2017, as the Company completed the sale of its 50% share in the entity to Sumitomo Chemical Company Limited in January 2017 and therefore did not have an ownership interest in the joint venture for the entire three months ended March 31, 2017. Refer to Note 3 in the condensed consolidated financial statements for further information.

Interest Expense, Net

The decrease in interest expense was primarily attributable to lower deferred financing fee amortization recorded into interest expense from our Accounts Receivable Securitization Facility and lower interest expense incurred on the Company’s 2021 Term Loan B as a result of quarterly principal repayments.

Other Expense (Income), net

Other income, net for the three months ended March 31, 2017 was $8.1 million, primarily driven by a $9.3 million gain related to the sale of the Company’s 50% share in Sumika Styron Polycarbonate in January 2017 (refer to Note 3 in the condensed consolidated financial statements for further information). Additionally, net foreign exchange transaction losses for the period were $1.1 million, which included $0.6 million of foreign exchange transaction gains primarily driven by the remeasurement of our euro denominated payables due to the relative changes in rates between the U.S. dollar and the euro during the period, more than offset by $1.7 million of losses from our foreign exchange forward contracts.

Other expense, net for the three months ended March 31, 2016 was $2.7 million, which consisted primarily of net foreign exchange transaction losses of approximately $1.9 million and other expenses of $0.8 million. Included in these net losses of $1.9 million were foreign exchange transactions losses of $5.0 million, primarily driven by the remeasurement of our euro denominated payables due to the relative changes in rates between the U.S. dollar and the euro during the period, partially offset by gains of $3.1 million recorded during the period related to the Company’s foreign exchange forward contracts.

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Provision for Income Taxes

Provision for income taxes for the three months ended March 31, 2017 totaled $29.3 million resulting in an effective tax rate of 20.0%. Provision for income taxes for the three months ended March 31, 2016 totaled $21.9 million resulting in an effective tax rate of 22.2%.

The increase in provision for income taxes was primarily driven by the $48.0 million increase in income before income taxes, from $98.6 million for the three months ended March 31, 2016 to $146.6 million for the three months ended March 31, 2017. Included in the $48.0 million increase in income before income taxes is the $9.3 million gain on sale of our 50% share in Sumika Styron Polycarbonate during the three months ended March 31, 2017, which was exempt from tax.

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Selected Segment Information

The following sections describe net sales, Adjusted EBITDA, and Adjusted EBITDA margin by segment for the three months ended March 31, 2017 and 2016, which have been recast to reflect the above changes. Inter-segment sales have been eliminated. Refer to Note 13 in the condensed consolidated financial statements for further information on these changes, as well as for a detailed definition of Adjusted EBITDA and a reconciliation of income before income taxes to segment Adjusted EBITDA.

Latex Binders Segment

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


	Three Months Ended
	March 31,						Percentage Change
(in millions)	2017			2016			2017 vs. 2016
Net sales	$	288.9		$	209.5		37.9	%
Adjusted EBITDA	$	36.8		$	18.8		95.7	%
Adjusted EBITDA margin		12.7	%		9.0	%

2017 vs. 2016

Of the 37.9% increase in net sales, 39.2% was due to higher selling prices, primarily due to the pass through of higher butadiene and styrene costs to our customers. Also driving this increase was a 0.4% overall increase in volumes, which includes higher sales volume to Asia, Europe, and North America that more than offset decreases from the prior year divestiture of our business in Brazil. Offsetting these volume and price increases was a 1.7% decrease due to an unfavorable currency impact as the euro weakened in comparison to the U.S. dollar.

The increase in Adjusted EBITDA was driven by margin improvements of $17.6 million during the period, primarily due to improved market conditions in all regions, especially in Asia. Additionally, fixed cost improvements contributed to 2.7% of the increase, which includes the impact of the sale of our business in Brazil as well as the termination of production at our Livorno, Italy facility. Refer to Note 14 in the condensed consolidated financial statements for further information.

Synthetic Rubber Segment

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

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	Three Months Ended
	March 31,						Percentage Change
(in millions)	2017			2016			2017 vs. 2016
Net sales	$	163.4		$	102.2		59.9	%
Adjusted EBITDA	$	46.3		$	23.1		100.4	%
Adjusted EBITDA margin		28.3	%		22.6	%

2017 vs. 2016

Of the 59.9% increase in net sales, 45.3% was due to higher selling prices, primarily resulting from the pass through of higher butadiene and styrene costs to customers. Additionally, 18.9% of the increase was due to higher sales volume driven by higher customer demand for SSBR and ESBR due to the growing performance tire market, as well as higher sales of Ni-PBR as production decreased in the prior year due to Nd-PBR plant trials. These increases were partially offset by a 4.3% decrease due to unfavorable currency impact as the euro weakened in comparison to the U.S. dollar.

The increase in Adjusted EBITDA was primarily driven by improved margins which contributed to 111.7% of the increase, mainly from favorable raw material timing net of unfavorable price lag. Higher sales volume contributed to 10.5% of the increase, primarily related to higher demand for SSBR and ESBR from the growing performance tire market. Partially offsetting these increases was an 18.4% decrease due to higher production costs.

Performance Plastics Segment

Our Performance Plastics segment consists of compounds and blends and some specialized ABS grades. We are a producer of highly engineered compounds and blends for automotive end markets, as well as consumer electronics, medical, electrical and lighting, collectively referred to as consumer essential markets.


	Three Months Ended
	March 31,						Percentage Change
(in millions)	2017			2016			2017 vs. 2016
Net sales	$	184.6		$	168.6		9.5	%
Adjusted EBITDA	$	26.9		$	35.1		(23.4)	%
Adjusted EBITDA margin		14.6	%		20.8	%

2017 vs. 2016

Of the 9.5% increase in net sales, 10.3% was due to increased sales volume, primarily related to higher sales to the automotive market in Europe and North America, which more than offset a 3.0% negative impact from the prior year divestiture of our business in Brazil. Additionally, higher selling prices contributed to 0.5% of the increase, due to the pass through of higher raw material costs to our customers. Partially offsetting these increases was a 1.4% decrease due to unfavorable currency impact as the euro weakened in comparison to the U.S. dollar.

The decrease in Adjusted EBITDA was driven by a 41.7% decrease due to lower margins, including unfavorable price lag and higher raw material costs. Partially offsetting this decrease was an 18.3% increase due to increased sales volume growth to the automotive markets in Europe and North America.

Basic Plastics Segment

The Basic Plastics segment produces styrenic polymers, including polystyrene, basic ABS, and SAN products, as well as PC, all of which are used as inputs in a variety of end use markets. The Basic Plastics segment also included the results of our previously 50%-owned joint venture Sumika Styron Polycarbonate prior to its sale in January 2017 for total sales proceeds of approximately $42.1 million. Refer to Note 3 in the condensed consolidated financial statements for further information.

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	Three Months Ended
	March 31,						Percentage Change
(in millions)	2017			2016			2017 vs. 2016
Net sales	$	380.7		$	342.7		11.1	%
Adjusted EBITDA	$	38.9		$	37.8		2.9	%
Adjusted EBITDA margin		10.2	%		11.0	%

2017 vs. 2016

Of the 11.1% increase in net sales, 24.7% was due to higher selling prices driven by the pass through of higher styrene costs to customers. This increase was partially offset by an 11.5% decrease due to lower sales volume, primarily related to lower polystyrene sales in Europe and Asia, where lower demand was driven by rising prices. Additionally, an unfavorable currency impact resulted in a 2.1% decrease as the euro weakened in comparison to the U.S. dollar.

Adjusted EBITDA increased slightly, with higher margins contributing to an increase of 24.4% primarily due to favorable raw material timing, partially offset by an 11.2% decrease due to lower sales volume, primarily related to Europe and Asia polystyrene sales, as sharply rising styrene prices resulted in lower customer demand. Additionally, higher fixed costs, mainly from start-up costs incurred related to our new ABS capacity in Asia, contributed to a decrease of 5.7%. Also offsetting this overall increase was a 3.4% decrease as we sold our share in Sumika Styron Polycarbonate in January 2017 and therefore did not have an ownership interest in the joint venture for the entire three months ended March 31, 2017.

Feedstocks Segment

The Feedstocks segment includes the Company’s production and procurement of styrene monomer outside of North America, which is used as a key raw material in many of the Company’s products, including polystyrene, SB latex, ABS resins, SSBR, etc.


	Three Months Ended
	March 31,						Percentage Change
(in millions)	2017			2016			2017 vs. 2016
Net sales	$	86.9		$	71.1		22.2	%
Adjusted EBITDA	$	41.9		$	20.8		101.4	%
Adjusted EBITDA margin		48.2	%		29.3	%

2017 vs. 2016

Of the 22.2% increase in net sales, 37.0% was due to higher selling prices, primarily driven by the pass through of higher styrene costs to customers. Partially offsetting this increase was a 13.6% decrease due to lower styrene-related sales volume and a 1.3% decrease driven by an unfavorable currency impact as the euro weakened in comparison to the U.S. dollar.

The increase in Adjusted EBITDA was driven by a 112.6% increase due to higher margins in styrene driven by current market conditions, including favorable raw material timing. This increase was slightly offset by a 7.2% decrease due to higher fixed costs, primarily from the planned maintenance outage at our facility in Terneuzen, The Netherlands.

Americas Styrenics Segment

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

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	Three Months Ended
	March 31,				Percentage Change
(in millions)	2017		2016		2017 vs. 2016
Adjusted EBITDA*	$	18.5	$	32.9	(43.8)	%

* The results of this segment are comprised entirely of earnings from Americas Styrenics, our equity method investment. As such, Adjusted EBITDA related to this segment is included within “Equity in earnings of unconsolidated affiliates” in the consolidated statements of operations.

2017 vs. 2016

The decrease in Adjusted EBITDA was due to decreased equity earnings from our joint venture Americas Styrenics, primarily due to the planned first quarter styrene outage at its St. James, LA, facility, which was extended in order to complete repairs on critical equipment. The facility came back online at full production in early April 2017. As a result of this extended outage, the Company incurred an unfavorable impact of approximately $15.0 million to Adjusted EBITDA in the first quarter of 2017.

Non-GAAP Performance Measures

We present Adjusted EBITDA as a non-GAAP financial performance measure, which we define as income from continuing operations before interest expense, net; provision for income taxes; depreciation and amortization expense; loss on extinguishment of long-term debt; asset impairment charges; gains or losses on the dispositions of businesses and assets; restructuring 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.

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

Adjusted EBITDA is calculated as follows for the years ended March 31, 2017 and 2016, respectively:


	Three Months Ended
	March 31,
(in millions)	2017		2016
Net income	$	117.3	$	76.7
Interest expense, net		18.2		18.9
Provision for income taxes		29.3		21.9
Depreciation and amortization		24.7		23.2
EBITDA (a)	$	189.5	$	140.7
Net gain on disposition of businesses and assets (b)		(9.9)		—
Restructuring and other charges (c)		2.1		0.7
Other items (d)		—		1.8
Adjusted EBITDA	$	181.7	$	143.2

(a)

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

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those companies to our performance. We compensate for these limitations by providing reconciliations of our EBITDA results to our net income, which is determined in accordance with GAAP.

(b)

Net gain on disposition of businesses and assets during the three months ended March 31, 2017 relates primarily to sale of our 50% share in Sumika Styron Polycarbonate to Sumitomo Chemical Company Limited, for which the Company recorded a gain on sale of $9.3 million during the period. Refer to Note 3 in the condensed consolidated financial statements for further information.

(c)

Restructuring and other charges for the three months ended March 31, 2017 relate to employee termination benefit and decommissioning charges incurred in connection with the decision to cease manufacturing activities at our latex binders manufacturing facility in Livorno, Italy, as well as contract termination charges related to the upgrade and replacement of the Company’s compounding facility in Terneuzen, The Netherlands. Refer to Note 14 in the condensed consolidated financial statements for further information. Restructuring and other charges for the three months ended March 31, 2016 relate primarily to employee termination benefit and decommissioning charges incurred in connection with the Allyn’s Point shutdown within our latex binders business.

(d)

Other items for the three months ended March 31, 2016 relate to fees incurred in conjunction with the Company’s secondary offering completed during the period. Refer to Note 12 in the condensed consolidated financial statements for further information.

Liquidity and Capital Resources

Cash Flows

The table below summarizes our primary sources and uses of cash for the three months ended March 31, 2017 and 2016, respectively. We have derived the summarized cash flow information from our unaudited financial statements.


	Three Months Ended
	March 31,
(in millions)	2017		2016
Net cash provided by (used in):
Operating activities	$	(25.7)	$	84.9
Investing activities		6.9		(21.6)
Financing activities		(38.0)		(58.3)
Effect of exchange rates on cash		1.8		2.1
Net change in cash and cash equivalents	$	(55.0)	$	7.1

Operating Activities

Net cash used in operating activities during the three months ended March 31, 2017 totaled $25.7 million, inclusive of $7.5 million in dividends from Americas Styrenics, as well as dividends from Sumika Styron Polycarbonate, $8.9 million of which were classified as operating activities, with the remaining $0.9 million classified as investing activities. Refer to Note 3 in the condensed consolidated financial statements for further information.

Net cash used in operating assets and liabilities for the three months ended March 31, 2017 totaled $172.5 million, the most significant drivers of which were increases in accounts receivable of $133.3 million and inventories of $91.6 million, respectively, offset by an increase in accounts payable and other current liabilities of $49.9 million. The increase in accounts receivable was primarily due to higher net sales (due to increased raw material prices) and lower collections, due to timing, during the first quarter of 2017 compared to the fourth quarter of 2016. The increase in inventories was primarily due to increases in raw material prices. The increase in accounts payable and other current liabilities was also driven by increases in raw material prices as well as timing of vendor payments.

Net cash provided by operating activities during the three months ended March 31, 2016 totaled $84.9 million, driven by the overall strong earnings for the period. Also driving the strong positive cash from operating activities for the period was $30.0 million in dividends from Americas Styrenics. Net cash used in operating assets and liabilities for the three months ended March 31, 2016 totaled $24.5 million, the most significant driver of which was an increase in

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accounts receivable of $33.7 million. The increase in accounts receivable is primarily due to timing of customer payments, as net sales for the first quarter of 2016 remained relatively flat when compared to the fourth quarter of 2015.

Investing Activities

Net cash provided by investing activities for the three months ended March 31, 2017 totaled $6.9 million, primarily driven by proceeds received of $42.1 million from the sale of the Company’s 50% share in Sumika Styron Polycarbonate to Sumitomo Chemical Company Limited, offset by capital expenditures of $36.0 million during the period.

Net cash used in investing activities for the three months ended March 31, 2016 totaled $21.6 million, driven by capital expenditures of $26.4 million during the period, a significant portion of which related to our project to upgrade our legacy enterprise resource planning environment to the latest version of SAP. Partially offsetting these capital expenditures were dividends received from Sumika Styron Polycarbonate during the quarter, $4.8 million of which were classified as investing activities, with the remaining $1.4 million classified as operating activities.

Financing Activities

Net cash used in financing activities during the three months ended March 31, 2017 totaled $38.0 million. This activity was primarily driven by $26.6 million of payments related to the repurchase of ordinary shares during the period and $13.3 million of dividends paid (see Note 16 to the condensed consolidated financial statements), as well as $1.3 million of principal payments related to our 2021 Term Loan B. Partially offsetting these uses of cash was $3.3 million of proceeds received from the exercise of option awards.

Net cash used in financing activities during the three months ended March 31, 2016 totaled $58.3 million. This activity was primarily driven by $57.0 million of payments related to the repurchase of ordinary shares during the period (see Note 16 to the condensed consolidated financial statements) as well as $1.3 million of principal payments related to our 2021 Term Loan B.

Free Cash Flow

We use Free Cash Flow as a non-GAAP measure to evaluate and discuss the Company’s liquidity position and results. Free Cash Flow is defined as cash from operating activities, less capital expenditures. We believe that Free Cash Flow provides an indicator of the Company’s ongoing ability to generate cash through core operations, as it excludes the cash impacts of various financing transactions as well as cash flows from business combinations that are not considered organic in nature. We also believe that Free Cash Flow provides management and investors with a useful analytical indicator of our ability to service our indebtedness, pay dividends (when declared), and meet our ongoing cash obligations.

Free Cash Flow is not intended to represent cash flows from operations as defined by GAAP, and therefore, should not be used as an alternative for that measure. Other companies in our industry may define Free Cash Flow differently than we do. As a result, it may be difficult to use this or similarly-named financial measures that other companies may use, to compare the liquidity and cash generation of those companies to our own. We compensate for these limitations by providing a reconciliation to cash provided by operating activities, which is determined in accordance with GAAP.

Prior period information below has been recast from its previous presentation to reflect the Company’s current method for calculating Free Cash Flow. Prior to the third quarter of 2016, we calculated Free Cash Flow as cash from both operating and investing activities less the impact of changes in restricted cash. The Company believes our revised method is more aligned to investors’ common understanding of Free Cash Flow and allows for easier comparisons between the Company and its peers. Additionally, the Company has not reported material restricted cash balances since 2012 and is not expected to do so under its current practices.

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	Three Months Ended
	March 31,
(in millions)	2017		2016
Cash provided by (used in) operating activities	$	(25.7)	$	84.9
Capital expenditures		(36.0)		(26.4)
Free Cash Flow	$	(61.7)	$	58.5

Capital Resources and Liquidity

We require cash principally for day-to-day operations, to finance capital investments and other initiatives, to purchase materials, to service our outstanding indebtedness, and to fund dividend payments to our shareholders. Our sources of liquidity include cash on hand, cash flow from operations, which we expect to be positive for full year 2017, and amounts available under the Senior Credit Facility and the Accounts Receivable Securitization Facility.

As of March 31, 2017 and December 31, 2016, we had $1,192.9 million and $1,187.4 million, respectively, in outstanding indebtedness and $1,022.7 million and $890.7 million, respectively, in working capital. In addition, as of March 31, 2017 and December 31, 2016, we had $103.8 million and $88.8 million of foreign cash and cash equivalents on our balance sheet, respectively, all of which is readily convertible into other foreign currencies, including the U.S. dollar. Our intention is not to permanently reinvest our foreign cash and cash equivalents. Accordingly, we record deferred income tax liabilities related to the unremitted earnings of our subsidiaries.

Refer to our Annual Report for a detailed description of the Company’s debt structure, borrowing rates, and expected future payment obligations.

The following table outlines our outstanding indebtedness as of March 31, 2017 and December 31, 2016 and the associated interest expense, including amortization of deferred financing fees, and effective interest rates for such borrowings as of March 31, 2017 and December 31, 2016. Note that the effective interest rates below exclude the impact of deferred financing fee amortization.


	As of and for the Three Months Ended						As of and for the Year Ended
	March 31, 2017						December 31, 2016
			Effective						Effective
			Interest		Interest				Interest		Interest
(dollars in millions)	Balance		Rate		Expense		Balance		Rate		Expense
Senior Credit Facility
2021 Term Loan B	$	490.3	4.3	%	$	5.7	$	491.5	4.3	%	$	23.3
2020 Revolving Facility		—	—			0.8		—	—			3.3
2022 Senior Notes
USD Notes		300.0	6.8	%		5.3		300.0	6.8	%		21.1
Euro Notes		401.0	6.4	%		6.7		394.3	6.4	%		27.4
Accounts Receivable Securitization Facility		—	—			0.7		—	—			3.3
Other indebtedness*		1.6	4.8	%		—		1.6	4.8	%		0.1
Total	$	1,192.9			$	19.2	$	1,187.4			$	78.5

* For the three months ended March 31, 2017, interest expense on “Other indebtedness” totaled less than $0.1 million.

Our Senior Credit Facility includes the 2020 Revolving Facility, which matures in May 2020, and has a borrowing capacity of $325.0 million. As of March 31, 2017, the Company had no outstanding borrowings, and had $309.1 million (net of $15.9 million outstanding letters of credit) of funds available for borrowing under the 2020 Revolving Facility. Further, as of March 31, 2017, the Borrowers are required to pay a quarterly commitment fee in respect of any unused commitments under the 2020 Revolving Facility equal to 0.375% per annum.

We also continue to maintain our Accounts Receivable Securitization Facility set to mature in May 2019, under which our borrowing capacity is $200.0 million. As of March 31, 2017, there were no amounts outstanding under the

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Accounts Receivable Securitization Facility, with approximately $139.2 million of funds available for borrowing under this facility, based on the pool of eligible accounts receivable.

Our other borrowing arrangements include our $500.0 million 2021 Term Loan B (maturing in November 2021), which requires scheduled quarterly payments in amounts equal to 0.25% of the original principal, and our 2022 Senior Notes (maturing in May 2022), whose U.S. dollar equivalent outstanding amount as of March 31, 2017 totaled $701.0 million.

The Senior Credit Facility and Indenture contain certain customary affirmative, negative and financial covenants. As of March 31, 2017, the Company was in compliance with all of these debt covenant requirements. Refer to the Annual Report for further information on the details of these covenant requirements.

Our ability to raise additional financing and our borrowing costs may be impacted by short- and long-term debt ratings assigned by independent rating agencies, which are based, in significant part, on our performance as measured by certain credit metrics such as interest coverage and leverage ratios.

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

Trinseo Materials Operating S.C.A. and Trinseo Materials Finance, Inc. (the “Issuers” of our 2022 Senior Notes and “Borrowers” under our Senior Credit Facility) are dependent upon the cash generation and receipt of distributions and dividends or other payments from our subsidiaries and joint venture in order to satisfy their debt obligations. There are no known significant restrictions by third parties on the ability of subsidiaries of the Company to disburse or dividend funds to the Issuers and the Borrowers in order to satisfy these obligations. However, as the Company’s subsidiaries are located in a variety of jurisdictions, the Company can give no assurances that its subsidiaries will not face transfer restrictions in the future due to regulatory or other reasons beyond our control.

The Company’s cash flow generation in recent years has been strong, with positive cash flows expected to continue for full year 2017. However, we can make no assurances that, in the future, our business will generate sufficient cash flow from operations or that future borrowings will be available to us under the Senior Credit Facility in an amount sufficient to enable us to pay our indebtedness, or to fund our other liquidity needs. In addition, our current indebtedness may limit our ability to procure additional financing in the future.

The Senior Credit Facility and Indenture also limit the ability of the Borrowers and Issuers, respectively, to pay dividends or make other distributions to Trinseo S.A., which could then be used to make distributions to shareholders. As discussed in Note 16 to the condensed consolidated financial statements, in January 2017, the Company paid a dividend of $0.30 per ordinary share (totaling $13.3 million), with an additional dividend to shareholders of $0.30 per ordinary share declared in February 2017 (to be paid in April 2017). These dividends are well within the available capacity under the terms of the restrictive covenants contained in the Senior Credit Facility and Indenture. Further, significant additional capacity continues to be available under the terms of these covenants to support expected future dividends to shareholders, should the Company continue to declare them.

We believe that funds provided by operations, our existing cash and cash equivalent balances, borrowings available under our 2020 Revolving Facility and borrowings available under our Accounts Receivable Securitization Facility will be adequate to meet planned operating and capital expenditures for at least the next 12 months under current operating conditions.

Contractual Obligations and Commercial Commitments

There have been no material revisions outside the ordinary course of business to our contractual obligations as described within “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Contractual Obligations and Commercial Commitments” within our Annual Report.

Critical Accounting Policies and Estimates

Our unaudited interim condensed consolidated financial statements are based on the selection and application of significant accounting policies. The preparation of unaudited interim condensed consolidated financial statements in

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conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and revenues and expenses at the date of and during the reporting period. Actual results could differ from those estimates. However, we are not currently aware of any reasonably likely events or circumstances that would result in materially different results.

We describe our significant accounting policies in Note 2, Basis of Presentation and Summary of Significant Accounting Policies, of the Notes to Consolidated Financial Statements included in our Annual Report, while we discuss our critical accounting policies and estimates in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” within our Annual Report.

There have been no material revisions to the critical accounting policies as filed in our Annual Report.

Off-balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Recent Accounting Pronouncements

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

Item 3. Quantitative and Qualitativ e Disclosures about Market Risk

As discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” within our Annual Report, we are exposed to changes in interest rates and foreign currency exchange rates as well as changes in the prices of certain commodities that we use in production. There have been no material changes in our exposure to market risks from the information provided within our Annual Report.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining internal controls designed to provide reasonable assurance that information required to be disclosed by us in our reports that we file or submit under the Exchange Act (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, with the participation of our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures as of March 31, 2017. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this Quarterly Report were effective to provide the reasonable level of assurance described above.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the quarter ended March 31, 2017 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceeding s

From time to time we may be subject to various legal claims and proceedings incidental to the normal conduct of business, relating to such matters as product liability, antitrust, competition, waste disposal practices, release of chemicals into the environment and other matters that may arise in the ordinary course of our business. We currently believe that there is no litigation pending that is likely to have a material adverse effect on our business. Regardless of

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the outcome, legal proceedings can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

Item 1A. Risk Factors

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

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

(a) Recent sales of unregistered securities

None.

(b) Use of Proceeds from registered securities

None.

The following table contains information regarding purchases of our ordinary shares made during the quarter ended March 31, 2017 by or on behalf of the Company or any “affiliated purchaser,” as defined by Rule 10b-18(a)(3) of the Securities Exchange Act of 1934:


Issuer Purchases of Equity Securities
Period	Total number of shares purchased	Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs	Approximate number of shares that may yet be purchased under the plans or programs
January 1 - January 31, 2017	330,160	$	62.41	330,160	2,001,907	(1)
February 1 - February 28, 2017	—	$	—	—	2,001,907	(1)
March 1 - March 31, 2017	41,545	$	64.55	41,545	1,960,362	(1)
Total	371,705	$	62.65	371,705

(1)

The general meeting of our shareholders on June 21, 2016 authorized the Company to repurchase up to 4.5 million ordinary shares at a price per share of not less $1.00 and not more than $1,000. This authorization ends on June 21, 2018 or on the date of its renewal by a subsequent general meeting of shareholders. On November 1, 2016 the Company announced that the board of directors had authorized the Company to repurchase, subject to market and other conditions, the remaining shares left under the 2016 share repurchase authorization.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

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Item 5. Other Information

None.

Item 6. Exhibits

See Exhibit Index.

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SIGNATURES

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

Date: May 3, 2017

	TRINSEO S.A.

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

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

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EXHIBIT INDEX

v
Exhibit No.	Description
3.1	Amended and Restated Articles of Association of Trinseo S.A. (incorporated herein by reference to Exhibit 3.1 to the Annual Report filed on Form 10-K, File No. 001-36473, filed March 10, 2015)


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


4.2	Indenture among Trinseo Materials Operating S.C.A., Trinseo Materials Finance, Inc. and The Bank of New York Mellon, as Trustee, dated as of May 5, 2015 (incorporated herein by reference to Exhibit 4.1 to the Current Report filed on Form 8-K, File No. 001-36473, filed May 11, 2015)


10.1†	Form of Restricted Stock Unit Agreement for Directors

10.2†	Form of Restricted Stock Unit Award Agreement for Executives

10.3†	Form of Non-Statutory Stock Option Award Agreement for Executives

10.4†	Form of Performance Award Stock Unit Agreement for Executives

10.5†	Form of Restricted Stock Unit Award Agreement for Employees

10.6†	Form of Non-Statutory Stock Option Award Agreement for Employees

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

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

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

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


101.INS†	XBRL Instance Document

101.SCH†	XBRL Taxonomy Extension Schema Document


101.CAL†	XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF†	XBRL Taxonomy Extension Definition Linkbase Document


101.LAB†	XBRL Taxonomy Extension Label Linkbase Document

101.PRE†	XBRL Taxonomy Extension Presentation Linkbase Document

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† Filed herewith.

Exhibit 10.1

Name:	[●]
Number of Restricted Stock Units subject to Award:	[●]
Date of Grant:	[●]

TRINSEO S.A.

2014 Omnibus Incentive Plan

Restricted Stock Unit Agreement (Non-Employee Directors)

This agreement (this “ Agreement ”) evidences an award (the “ Award ”) of restricted stock units (the “ Restricted Stock Units ”) granted by Trinseo S.A. (the “ Company ”) to the undersigned (the “ Grantee ”) pursuant to the Trinseo S.A. 2014 Omnibus Incentive Plan (as amended from time to time, the “ Plan ”), which is incorporated herein by reference.

1. Grant of Restricted Stock Units . On the date of grant set forth above (the “ Grant Date ”) the Company granted to the Grantee an award consisting of the right to receive on the terms provided herein and in the Plan, one share of Stock with respect to each Restricted Stock Unit forming part of the Award, in each case, subject to adjustment pursuant to Section 7(b) of the Plan in respect of transactions occurring after the date hereof.

The Award shall not be interpreted to bestow upon the Grantee any equity interest or ownership in the Company or any Affiliate prior to the date on which the Company delivers shares of Stock to the Grantee (if any). The Grantee is not entitled to vote any shares of Stock by reason of the granting of this Award or to receive or be credited with any dividends declared and payable on any share of Stock prior to the date on which any such share is delivered to the Grantee hereunder. The Grantee shall have the rights of a shareholder only as to those shares of Stock, if any, that are delivered under this Award.

2. Meaning of Certain Terms . Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.

3. Dividend Equivalents . During the period beginning on the Grant Date and ending on the date that shares of Stock are issued in settlement of vested Restricted Stock Units, the Grantee will accrue dividend equivalents on the Restricted Stock Units equal to any cash dividend or cash distribution that would have been paid on the Restricted Stock Unit had that Restricted Stock Unit been an issued and outstanding share of Stock on the record date for the dividend or distribution. Such accrued dividend equivalents (i) will vest and become payable upon the same terms and at the same time of settlement as the Restricted Stock Unit to which they relate (and will be payable with respect to any shares of Stock that are issued or that are withheld pursuant to Section 8 in order to satisfy Grantee’s Tax-Related Items), (ii) will be denominated and payable solely in cash and paid in such manner as the Company deems appropriate, and (iii) will not bear or accrue interest. Dividend equivalent payments, at settlement, will be net of applicable federal, state, local and foreign income and social insurance withholding taxes as provided in

Section 8. Upon the forfeiture of the Restricted Stock Units, any accrued dividend equivalents attributable to such Restricted Stock Units will also be forfeited.

4. Vesting, etc . The Award shall vest in full on the earlier of (a) the first anniversary of the Grant Date, subject to the Grantee’s continued service as a member of the Board through such date, or (b) the termination of the Grantee’s service as a member of the Board as a result of his or her death . Except as provided in subsection (b), if the Grantee’s service as a member of the Board ceases for any reason, the Award, to the extent not already vested will be automatically and immediately forfeited.

5. Delivery of Stock . The Company shall, as soon as practicable upon the vesting of the Restricted Stock Units (but in no event later than March 15 of the year following the year in which such Restricted Stock Units vest) effect delivery of the Stock with respect to such vested Restricted Stock Units to the Grantee (or, in the event of the Grantee’s death, to the person to whom the Award has passed by will or the laws of descent and distribution). No Stock will be issued pursuant to this Award unless and until all legal requirements applicable to the issuance or transfer of such Stock have been complied with to the satisfaction of the Administrator, including, for the avoidance of doubt to the extent required by Luxembourg law, the payment by the Grantee to the Company of an amount in cash equal to the aggregate par value of the shares of Stock to be delivered in respect of the vested Restricted Stock Units on, or within thirty (30) days of, the vesting of the Restricted Stock Units. The actual amount the Grantee will be required to pay will be determined at the time that the Award vests based on the par value of the Company's Stock on the Vesting Date.

6. Forfeiture; Recovery of Compensation . By accepting the Award the Grantee expressly acknowledges and agrees that his or her rights (and those of any permitted transferee) under the Award or to any Stock acquired under the Award or any proceeds from the disposition thereof are subject to Section 6(a)(5) of the Plan (including any successor provision). Nothing in the preceding sentence shall be construed as limiting the general application of Section 11 of this Agreement.

7. Nontransferability . Neither the Award nor the Restricted Stock Units may be transferred except at death in accordance with Section 6(a)(3) of the Plan.

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equivalents; and (b) do not commit to and are under no obligation to structure the terms of any Award to reduce or eliminate Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee becomes subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Grantee acknowledges that Company and/or its Affiliates may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

Prior to any relevant taxable or tax withholding event, as applicable, the Grantee will pay or make adequate arrangements satisfactory to the Company and/or its Affiliates to satisfy all Tax-Related Items. In this regard, the Grantee authorizes the Company and/or its Affiliates, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:

(i) withholding from the Grantee’s wages/salary or other cash compensation paid to the Grantee by the Company and/or its Affiliates; or

(ii) withholding from proceeds of the Stock acquired upon vesting/settlement of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on Grantee’s behalf pursuant to this authorization); or

(iii) withholding in Stock to be issued upon vesting/settlement of the Restricted Stock Units provided, however, that if the Grantee is a Section 16 director of the Company under the U.S. Securities and Exchange Act of 1934, as amended, then the Company will withhold in shares of Stock upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i) and (ii) above.

To avoid negative accounting treatment, the Company and/or its Affiliates may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in Stock, for tax purposes, the Grantee is deemed to have been issued the full number of shares of Stock attributable to the vested Restricted Stock Units, notwithstanding that a number of share are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Grantee’s participation in the Plan.

The Grantee shall pay to the Company and/or its Affiliates any amount of Tax-Related Items that the Company and/or its Affiliates may be required to withhold or account for as a result of the Grantee’s participation in the Plan that will not for any reason be satisfied by the means previously described. The Company may refuse to issue or deliver the Stock or the proceeds of the sale of Stock if the Grantee fails to comply with the Grantee’s obligations in connection with the Tax-Related Items.

-3-

By accepting this grant of Restricted Stock Units, the Grantee expressly consents to the methods of withholding Tax-Related Items by the Company and/or its Affiliates as set forth herein, including the withholding of Stock and the withholding from the Grantee's cash retainer or other amounts payable to the Grantee. All other Tax-Related Items related to the Restricted Stock Units and any Stock delivered in satisfaction thereof are the Grantee's sole responsibility.

9. Other Tax Matters .

(a) The Grantee expressly acknowledges that because this Award consists of an unfunded and unsecured promise by the Company to deliver Stock in the future, subject to the terms hereof, it is not possible to make a so-called “83(b) election” with respect to the Award.

10. Effect on Service . Neither the grant of the Restricted Stock Units, nor the delivery of Stock upon vesting of the Award, will give the Grantee any right to be retained in the service of the Company or any of its Affiliates, affect the right of the Company or any of its Affiliates to discharge or discipline such Grantee at any time, or affect any right of such Grantee to terminate his or her service at any time.

11. Acknowledgements . By accepting the Award, the Grantee agrees to be bound by, and agrees that the Award and the Restricted Stock Units are subject in all respects to, the terms of the Plan. The Grantee further acknowledges and agrees that (i) this Agreement may be executed in two or more counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument, (ii) this agreement may be executed and exchanged using facsimile, portable document format (PDF) or electronic signature, which, in each case, shall constitute an original signature for all purposes hereunder and (iii) such signature by the Company will be binding against the Company and will create a legally binding agreement when this Agreement is countersigned by the Grantee.

[Signature page follows.]

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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officers.


		TRINSEO S.A.


		By:
		Name:
		Title:

Dated: [DATE]

Acknowledged and Agreed:


By:
	[Grantee’s Name]

[Signature Page to Restricted Stock Unit Agreement]

COUNTRY APPENDIX

ADDITIONAL TERMS AND CONDITIONS TO RESTRICTED STOCK UNIT AGREEMENT

This Country Appendix (“Appendix”) includes the following additional terms and conditions that govern the Grantee’s Restricted Stock Unit Award for all Grantees that reside and/or work outside of the United States.

Notifications

This Country Appendix also includes information regarding exchange controls and certain other issues of which the Grantee should be aware with respect to the Grantee’s participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of January 2017 . Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Grantee not rely on the information in this Country Appendix as the only source of information relating to the consequences of the Grantee’s participation in the Plan because the information may be out of date at the time that the Restricted Stock Units vest, or Stock is delivered in settlement of the Restricted Stock Units, or the Grantee sells any Stock acquired under the Plan.

In addition, the information contained herein is general in nature and may not apply to the Grantee’s particular situation, and none of the Company, its Affiliates, nor the Administrator is in a position to assure the Grantee of a particular result. Accordingly, the Grantee is advised to seek appropriate professional advice as to how the relevant laws in the Grantee’s country of residence and/or work may apply to the Grantee’s situation.

Finally, if the Grantee transfers employment after the Grant Date, or is considered a resident of another country for local law purposes following the Grant Date, the notifications contained herein may not be applicable to the Grantee, and the Administrator shall, in its discretion, determine to what extent the terms and conditions contained herein shall be applicable to the Grantee.

Terms and Conditions Applicable to All Non-U.S. Jurisdictions

English Language . The Grantee acknowledges and agrees that it is the Grantee’s express intent that this Agreement, the Plan and all other documents, rules, procedures, forms, notices and legal proceedings entered into, given or instituted pursuant to the Restricted Stock Unit Award, be drawn up in English. If the Grantee has received this Agreement, the Plan or any other rules, procedures, forms or documents related to the Restricted Stock Unit Award translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version will control.

accordance with all foreign exchange rules and regulations applicable to Grantee. The Company and the Administrator reserve the right to impose other requirements on Grantee’s participation in the Plan, on the Restricted Stock Units and on any Stock acquired or cash payments made pursuant to the Agreement, to the extent the Company, its Affiliates or the Administrator determines it is necessary or advisable in order to comply with local law or to facilitate the administration of the Plan, and to require Grantee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. Further, the Grantee agrees to take any and all actions as may be required to comply with Grantee’s personal legal and tax obligations under all laws, rules and regulations applicable to the Grantee. Finally, depending on Grantee's country of residence, Grantee may be subject to insider trading restrictions or market abuse laws, which may affect Grantee's ability to acquire or sell Stock or rights to Stock (e.g., restricted stock units) under the Plan during such times as Grantee is considered to have “inside information” regarding the Company (as defined by the laws in the Grantee's country). Any restrictions under these insider trading or market abuse laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. Neither the Company, nor its Affiliates will be liable for any fines or penalties that Grantee may incur as a result of Grantee's failure to comply with any applicable laws. Grantee should be aware that securities, exchange control, insider trading and other laws may change frequently and often without notice. Grantee is hereby advised to confirm the legal obligations that may arise from Grantee's participation in the Plan with a qualified advisor.

Private Placement . The grant of the Award is not intended to be a public offering of securities in the Grantee’s country of residence and/or employment but instead is intended to be a private placement. As a private placement, the Company has not submitted any registration statement, prospectus or other filings with the local securities authorities (unless otherwise required under local law), and the grant of the Restricted Stock Unit Award is not subject to the supervision of the local securities authorities.

Additional Acknowledgements . The GRANTEE also acknowledges and agrees to the following:

 The Plan is established voluntarily by the Company, it is discretionary in nature, and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan.

 All decisions with respect to future Awards or other grants, if any, will be at the sole discretion of the Company.

 The future value of the Stock is unknown and cannot be predicted with certain ty.

 Grantee's participation in the Plan is voluntary.

 No claim or entitlement to compensation or damages arises from the forfeiture of the Award or any of the Restricted Stock Units, the termination of the Plan, or the diminution in value of the Restricted Stock Units or Stock, and the Grantee irrevocably releases the Company, its Affiliates, the Administrator and their affiliates from any such claim that may aris e.

 Neither the Company nor its Affiliates shall be liable for any foreign exchange rate fluctuation between Grantee's local currency and the U.S. Dollar that may affect the value of the Restricted Stock Units or of any amounts due to Grantee pursuant to the settlement of the Restricted Stock Units or the subsequent sale of any Stock acquired upon settlement.

 None of the Company, its Affiliates, nor the Administrator is providing any tax, legal or financial advice or making any recommendations regarding the Grantee’s participation in the Plan, the grant, vesting or settlement of the Grantee’s Restricted Stock Units, or the Grantee’s acquisition or sale of the Stock delivered in settlement of the Restricted Stock Units. The Grantee is hereby advised to consult with his own personal tax, legal and financial advisors regarding his participation in the Plan before taking any action related to the Plan.

SWITZERLAND

Notifications

Securities Law Information . The Restricted Stock Units are not intended to be publicly offered in or from Switzerland. Neither this document nor any other materials relating to the Plan (i) constitutes a prospectus as such term is understood pursuant to article 652a of the Swiss Code of Obligations (ii) may be publicly distributed nor otherwise made publicly available in Switzerland or (iii) have been or will be filed with, approved or supervised by any Swiss regulatory authority, including the Swiss Financial Market Authority (FINMA).

UNITED KINGDOM

Terms and Conditions

Tax Loan . Notwithstanding any provisions in the Agreement, if payment or withholding of the income tax due in connection with the Restricted Stock Units is not made within ninety (90) days of the event giving rise to the income tax liability or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003 (the “Due Date”), the amount of any uncollected income tax paid by the Grantee's employer shall constitute a loan owed to employer by the Grantee, effective as of the Due Date. The Grantee acknowledges and agrees that the loan will bear interest at the then-current official rate of Her Majesty’s Revenue & Customs (“HMRC”), it shall be immediately due and repayable, and the Company or the Grantee's employer may recover it at any time thereafter by any of the means referred to the Agreement or otherwise. Notwithstanding the foregoing, if the Grantee is a director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), the Grantee shall not be eligible for a loan from the Company or the Grantee's employer to cover the income tax liability. In the event that the Grantee is a director or executive officer of the Company and the income tax is not collected from or paid by the Grantee by the Due Date, the payment of any uncollected income tax and employee national insurance contributions ( “NICs” ) by the Grantee's employer may constitute a benefit to the Grantee (the “Tax Benefit” ) on which additional income tax and NICs will be payable. If the Grantee is a director or executive officer of the Company, the Grantee will be responsible for paying and reporting any income tax

due on the Tax Benefit directly to HMRC under the self-assessment regime, and the Grantee's employer will hold the Grantee liable for the Tax Benefit and the cost of any employee NICs due on the Tax Benefit that the Company or the Grantee's employer was obligated to pay and paid. The Company or the Grantee's employer (as applicable) may recover the Tax Benefit and the cost of any such employee NICs from the Grantee at any time by any of the means referred to in the Agreement.

Exhibit 10.2

Name:	[●]
Number of Restricted Stock Units subject to Award:	[●]
Date of Grant:	[●]

TRINSEO S.A.

2014 O MNIBUS INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT

1. Grant of Restricted Stock Units . On the date of grant set forth above (the “ Grant Date ”) the Company granted to the Grantee an award consisting of the right to receive, on the terms provided herein and in the Plan, one share of Stock with respect to each Restricted Stock Unit forming part of the Award, in each case, subject to adjustment pursuant to Section 7 of the Plan in respect of transactions occurring after the date hereof.

The grant of the Restricted Stock Units is a one-time benefit and does not create any contractual or other right for the Grantee to receive a grant of restricted stock units or benefits in lieu of restricted stock units in the future.

2. Meaning of Certain Terms . Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.

and foreign income and social insurance withholding taxes as provided in Section 8. Upon the forfeiture of the Restricted Stock Units, any accrued dividend equivalents attributable to such Restricted Stock Units will also be forfeited.

4. Vesting, etc .

(a) The Award shall vest in full as to 100% of the Restricted Stock Units subject to the Award on the third anniversary of the Grant Date (“ Vesting Date ”), subject to the Grantee’s continued Employment with the Company through such date. Except as provided in sections (b) and (c) below, if the Grantee’s Employment with the Company terminates for any reason prior to the Vesting Date, the Award will be automatically and immediately forfeited upon such termination.

(b) If the Grantee’s Employment terminates due to his or her Retirement (as defined below) or death or is terminated by the Company other than for Cause or due to his or her Permanent Disability, in each case, prior to the Vesting Date, the Award, to the extent then outstanding, will be treated as follows:

i. If the Grantee’s Employment terminates as a result of the Grantee’s Retirement (as defined below), upon such termination the Award will vest in an amount equal to (A) the total number of Restricted Stock Units subject to the Award that the Grantee would have vested in had the Grantee remained in continuous Employment through the Vesting Date, multiplied by (B) a fraction, the numerator of which is the number of full months occurring between the Grant Date and the date of Grantee’s Retirement, and the denominator of which is thirty-six (36). For purposes hereunder, “Retirement” means a retirement from active Employment after the Grantee has attained age 55 with at least 10 years of continuous service with the Company, or its predecessor entity, The Dow Chemical Company, or any of its subsidiaries, or as defined in the Grantee's employment or other agreement with the Company.

ii. If the Grantee’s Employment is terminated due to his or her death or by the Company due to his or her Permanent Disability, upon such termination, the Award will immediately vest in full as to the total number of Restricted Stock Units subject to the Award.

iii. If the Grantee’s Employment is terminated by the Company other than for Cause in connection with a restructuring or redundancy, as determined by the Company, upon such termination, the Award will vest in an amount equal to (A) the total number of Restricted Stock Units subject to the Award that the Grantee would have vested in had the Grantee remained in continuous Employment through the Vesting Date, multiplied by (B) a fraction, the numerator of which

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is the number of full months occurring between the Grant Date and the Grantee’s date of Employment termination, and the denominator of which is thirty-six (36).

(c) If, within the twenty-four (24)-month period following the occurrence of a Change in Control (as defined below), the Grantee’s Employment is terminated by the Company other than for Cause or, if the Grantee is otherwise subject to an effective employment or other individual agreement with the Company that provides the Grantee with the ability to terminate his or her employment for “good reason,” by the Grantee for “good reason” (with such term having the meaning ascribed thereto in the employment or other individual agreement, if any, between the Grantee and the Company for so long as such agreement is in effect), upon such termination and in lieu of the treatment provided for in Section 4(b)(iii) above, the Award, to the extent then outstanding, will immediately vest in full as to the total number of Restricted Stock Units subject to the Award.

i. For purposes of this Agreement, “Change in Control” means the first to occur of any of the following events:

1. an event in which any “person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the “1934 Act”) (other than (A) the Company, (B) any subsidiary of the Company, (C) any trustee or other fiduciary holding securities under an employee benefit plan of the Company or of any subsidiary of the Company, and (D) any company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company), is or becomes the “beneficial owner” (as defined in Section 13(d) of the 1934 Act), together with all affiliates and associates (as such terms are used in Rule 12b-2 of the General Rules and Regulations under the 1934 Act) of such person, directly or indirectly, of securities of the Company representing 40% or more of the combined voting power of the Company’s then outstanding securities;

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securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) after which no “person” “beneficially owns” (with the determination of such “beneficial ownership” on the same basis as set forth in clause (1) of this definition) securities of the Company or the surviving entity of such merger or consolidation representing 50% or more of the combined voting power of the securities of the Company or the surviving entity of such merger or consolidation; or

3. the complete liquidation of the Company or the sale or disposition by the Company of all or substantially all of the Company’s assets.

Notwithstanding the foregoing, to the extent any amount constituting “nonqualified deferred compensation” subject to Section 409A would become payable under the Award by reason of a Change in Control, it shall become payable only if the event or circumstances constituting the Change in Control would also constitute a change in the ownership or effective control of the Company, or a change in the ownership of a substantial portion of the Company’s assets, within the meaning of subsection (a)(2)(A)(v) of Section 409A and the Treasury Regulations thereunder.

5. Delivery of Stock . Subject to Section 9(b), the Company shall, as soon as practicable upon the vesting of the Restricted Stock Units or any portion thereof as provided in Section 4(a), (b) or (c) of this Agreement (but in no event later than thirty (30) days following the date on which such Restricted Stock Units, or any portion thereof, vest) effect delivery of the Stock with respect to such vested Restricted Stock Units, or any portion thereof, to the Grantee (or, in the event of the Grantee’s death, to the Grantee’s beneficiary, which for purposes hereunder shall be (a) if permitted by the Administrator, the person(s) who has been designated by the Grantee in writing in a form and manner acceptable to the Administrator to receive the Award in the event of the Grantee’s death or (b) in the event no beneficiary designation has been made by the Grantee, the Grantee’s estate). No Stock will be issued pursuant to this Award unless and until all legal requirements applicable to the issuance or transfer of such Stock have been complied with to the satisfaction of the Administrator, including, for the avoidance of doubt to the extent required by Luxembourg law, the payment by the Grantee to the Company of an amount in cash equal to the aggregate par value of the shares of Stock to be delivered in respect of the vested Restricted Stock Units on, or within thirty (30) days of, the vesting of the Restricted Stock Units. The actual amount the Grantee will be required to pay will be determined at the time that the Award vests based on the par value of the Company’s Stock on the Vesting Date.

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6. Forfeiture; Recovery of Compensation . By accepting the Award the Grantee expressly acknowledges and agrees that his or her rights (and those of any permitted transferee) under the Award or to any Stock acquired under the Award or any proceeds from the disposition thereof, are subject to Section 6(a)(5) of the Plan (including any successor provision). Nothing in the preceding sentence shall be construed as limiting the general application of Section 11 of this Agreement.

7. Nontransferability . Neither the Award nor the Restricted Stock Units may be transferred except at death in accordance with Section 6(a)(3) of the Plan.

8. Responsibility for Taxes & Withholding . Regardless of any action the Company or any of its Affiliates takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Company or any of its Affiliates. The Grantee further acknowledges that the Company and/or its Affiliates (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect to the Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, the issuance of Stock upon settlement of the Restricted Stock Units, the subsequent sale of Stock acquired pursuant to such issuance and the receipt of any dividends and/or dividend equivalents; and (b) do not commit to and are under no obligation to structure the terms of any Award to reduce or eliminate Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee becomes subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Grantee acknowledges that Company and/or its Affiliates may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

(i) withholding from the Grantee’s wages/salary or other cash compensation paid to the Grantee by the Company and/or its Affiliates; or

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event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i) and (ii) above.

By accepting this grant of Restricted Stock Units, the Grantee expressly consents to the methods of withholding Tax-Related Items by the Company and/or its Affiliates as set forth herein, including the withholding of Stock and the withholding from the Grantee's wages/salary or other amounts payable to the Grantee. All other Tax-Related Items related to the Restricted Stock Units and any Stock delivered in satisfaction thereof are the Grantee's sole responsibility.

9. Other Tax Matters .

(b) If, at the time of the Grantee’s termination of employment, the Grantee is a “specified employee,” as defined below, to the extent required by Section 409A, any and all amounts payable on account of the Grantee’s separation from service that constitute deferred compensation and would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon the Grantee’s death. For purposes of this Agreement, all references to “termination of employment” and correlative phrases shall be construed to require a “separation from service” (as defined in Treasury Regulations section 1.409A-1(h) after giving effect to the presumptions contained therein), and the term “specified employee” means an individual determined by the

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Company to be a specified employee under Treasury Regulation section 1.409A-1(i). Each payment made under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement is to be treated as a right to a series of separate payments.

10. Effect on Employment . Neither the grant of the Restricted Stock Units, nor the delivery of Stock upon vesting of any portion thereof, will give the Grantee any right to be retained in the employ or service of the Company or any of its Affiliates, affect the right of the Company or any of its Affiliates to discharge or discipline such Grantee at any time, or affect any right of such Grantee to terminate his or her Employment at any time.

12. Authorization to Release and Transfer Necessary Personal Information . The Grantee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of his or her personal data by and among, as applicable, the Company and the Affiliates for the exclusive purpose of implementing, administering and managing the Grantee’s participation in the Plan. The Grantee understands that the Company and the Affiliates may hold certain personal information about the Grantee including, but not limited to, the Grantee’s name, home address and telephone number, date of birth, social security number (or any other social or national identification number), salary, nationality, job title, number of Restricted Stock Units and/or Stock held and the details of all Restricted Stock Units or any other entitlement to Stock awarded, cancelled, vested, unvested or outstanding for the purpose of implementing, administering and managing the Grantee’s participation in the Plan (the “Data”). The Grantee understands that the Data may be transferred to the Company or any of the Affiliates, or to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the Grantee’s country or elsewhere, and that any recipient’s country (e.g., the United States) may have different data privacy laws and protections than the Grantee’s country. The Grantee understands that he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative. The Grantee authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing his or her participation in the Plan, including any requisite transfer of such Data to a broker or other third party assisting with the administration of Restricted Stock Units under the Plan or with whom Stock acquired pursuant to the vesting of the Restricted Stock Units or cash from the sale of such Stock may be deposited. Furthermore, the Grantee acknowledges and understands that the

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transfer of the Data to the Company or the Affiliates or to any third parties is necessary for his or her participation in the Plan. The Grantee understands that Data will be held only as long as is necessary to implement, administer and manage his or her participation in the Plan. The Grantee understands that he or she may, at any time, view the Data, request additional information about the storage and processing of the Data, require any necessary amendments to the Data or refuse or withdraw the consents herein by contacting his or her local human resources representative in writing. The Grantee further acknowledges that withdrawal of consent may affect his or her ability to vest in or realize benefits from the Restricted Stock Units, and his or her ability to participate in the Plan. For more information on the consequences of refusal to consent or withdrawal of consent, the Grantee understands that he or she may contact his or her local human resources representative.

13. Electronic Delivery and Execution . The Grantee hereby consents and agrees to electronic delivery of any documents that the Company may elect to deliver (including, but not limited to, plan documents, prospectus and prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports, and all other forms of communications) in connection with this and any other Award made or offered under the Plan. The Grantee understands that, unless revoked by the Grantee by giving written notice to the Company pursuant to the Plan, this consent will be effective for the duration of the Agreement. The Grantee also understands that he or she will have the right at any time to request that the Company deliver written copies of any and all materials referred to above. The Grantee hereby consents to any and all procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents that the Company may elect to deliver, and agree that his or her electronic signature is the same as, and will have the same force and effect as, his or her manual signature. The Grantee consents and agrees that any such procedures and delivery may be affected by a third party engaged by the Company to provide administrative services related to the Plan.

14. Appendix . Notwithstanding any provision of the Agreement to the contrary, this Restricted Stock Unit grant and the Stock acquired under the Plan shall be subject to any and all special terms and provisions as set forth in the Appendix, if any, for the Grantee’s country of residence (and country of employment, if different).

15. Severability . The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

[Signature page follows.]

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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer.


	TRINSEO S.A.


	By:
	Name:
	Title:

Dated: [DATE]

Acknowledged and Agreed:


By:
	[Grantee’s Name]

Signature Page to Restricted Stock Unit Agreement

COUNTRY APPENDIX

ADDITIONAL TERMS AND CONDITIONS TO RESTRICTED STOCK UNIT AGREEMENT

Notifications

Terms and Conditions Applicable to All Non-U.S. Jurisdictions

Repatriation; Compliance with Laws; Insider Trading . The Grantee agrees, as a condition of the grant of the Restricted Stock Unit Award, to repatriate all payments attributable to the Award and/or cash acquired under the Plan (including, but not limited to, dividends, dividend equivalents, and any proceeds derived from the sale of the Stock acquired pursuant to the Agreement) in accordance with all foreign exchange rules and regulations applicable to Grantee. The Company and the Administrator reserve the right to impose other requirements on Grantee’s participation in

the Plan, on the Restricted Stock Units and on any Stock acquired or cash payments made pursuant to the Agreement, to the extent the Company, its Affiliates or the Administrator determines it is necessary or advisable in order to comply with local law or to facilitate the administration of the Plan, and to require Grantee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. Further, the Grantee agrees to take any and all actions as may be required to comply with Grantee’s personal legal and tax obligations under all laws, rules and regulations applicable to the Grantee. Finally, depending on Grantee's country of residence, Grantee may be subject to insider trading restrictions or market abuse laws, which may affect Grantee's ability to acquire or sell Stock or rights to Stock (e.g., restricted stock units) under the Plan during such times as Grantee is considered to have “inside information” regarding the Company (as defined by the laws in the Grantee's country). Any restrictions under these insider trading or market abuse laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. Neither the Company, nor its Affiliates will be liable for any fines or penalties that Grantee may incur as a result of Grantee's failure to comply with any applicable laws. Grantee should be aware that securities, exchange control, insider trading and other laws may change frequently and often without notice. Grantee is hereby advised to confirm the legal obligations that may arise from Grantee's participation in the Plan with a qualified advisor.

Commercial Relationship . The Grantee expressly recognizes that the Grantee’s participation in the Plan and the Company’s Award grant does not constitute an employment relationship between the Grantee and the Company. The Grantee has been granted Restricted Stock Units as a consequence of the commercial relationship between the Company and the Company’s Affiliate that employs the Grantee, and the Company’s Affiliate the Grantee’s sole employer. Based on the foregoing, (a) the Grantee expressly recognizes the Plan and the benefits the Grantee may derive from participation in the Plan do not establish any rights between the Grantee and the Affiliate that employs the Grantee, (b) the Plan and the benefits the Grantee may derive from participation in the Plan are not part of the employment conditions and/or benefits provided by the Affiliate that employs the Grantee, and (c) any modifications or amendments of the Plan by the Company or the Administrator, or a termination of the Plan by the Company, shall not constitute a change or impairment of the terms and conditions of the Grantee’s employment with the Affiliate that employs the Grantee.

Additional Acknowledgements . The GRANTEE also acknowledges and agrees to the following:

 All decisions with respect to future Awards or other grants, if any, will be at the sole discretion of the Company.

 The future value of the Stock is unknown and cannot be predicted with certain ty.

 The Award and the Stock subject to the Award, and the income and value of same, are not part of normal or expected compensation or salary for any purpose and are not intended to replace any pension rights or compensation.

 Grantee's participation in the Plan is voluntary.

 The Award and the Stock subject to the Award, and the income and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments.

 Unless otherwise agreed with the Company in writing, the Award and the Stock subject to the Award, and the income and value of same, are not granted as consideration for, or in connection with, any service Grantee may provide as a director of the Company or its Affiliates.

BELGIUM

Notifications

Exchange Control Information . The Grantee is required to report any securities (e.g., Stock) or bank accounts opened and maintained outside Belgium on his or her annual tax return. In a separate report, certain details regarding such foreign accounts (including the account number, bank name and country in which such account was opened) must be provided to the Central Contact Point of the National Bank of Belgium.

FRANCE

Notifications

Use of English Language . Les parties reconnaissent avoir exigé la rédaction en anglais de la présente convention, ainsi que de tous documents exécutés, avis donnés et procédures judiciaires intentées, directement ou indirectement, relativement à ou suite à la présente convention.

Award Not French Qualified . The Grantee understands and acknowledges that the Restricted Stock Units granted under this Agreement are not intended to qualify for specific tax and social security treatment pursuant to Sections L. 225-197-1 to L. 225-197-6 of the French Commercial Code, as amended.

Exchange Control Information . If the Grantee retains Stock acquired under the Plan outside of France or maintains a foreign ban account, the Grantee is required to report such to the French tax authorities when filing the Grantee's annual tax return. Failure to comply could trigger significant penalties.

GERMANY

Notifications

Exchange Control Information . Cross-border payments in excess of €12,500 must be reported monthly to the German Federal Bank. If the Grantee uses a German bank to transfer a cross-border payment in excess of €12,500 in connection with the sale of the Stock acquired under the Plan, the bank will make the report for the Grantee.

HONG KONG

Terms and Conditions

Warning: The Restricted Stock Unit Award and any Stock issued pursuant to the settlement of the Restricted Stock Units do not constitute a public offering of securities under Hong Kong law and are available only to employees of the Company and its Affiliates. The Agreement, the Plan, and any rules, procedures, forms or other incidental communication materials have not been prepared in accordance with and are not intended to constitute a “prospectus” for a public offering of securities under the applicable securities legislation in Hong Kong, nor have the documents been reviewed by any regulatory authority in Hong Kong. The Award and any related documentation

are intended only for the personal use of each eligible employee of the Company or its Affiliates and may not be distributed to any other person. If the Grantee is in any doubt about any of the contents of the Agreement, the Plan, or any rules, procedures or forms, the Grantee should obtain independent professional advice.

Settlement of Restricted Stock Units. In the event that any of the Restricted Stock Units are settled within six months of the Grant Date, the Grantee agrees that the Grantee (or his / her beneficiary) will not sell or otherwise dispose of any such Shares prior to the six-month anniversary of the Grant Date.

Wages . The Restricted Stock Unit Award and Shares underlying the Restricted Stock Unit Award do not form part of the Grantee's wages for the purposes of calculating any statutory or contractual payments under Hong Kong law.

INDIA

Notifications

Exchange Control Information . The Grantee understands that he or she must repatriate any proceeds from the sale of Stock and any cash dividends or dividend equivalents acquired under the Plan to India and convert the proceeds into local currency within 90 days or 180 days of receipt, respectively. The Grantee will receive a foreign inward remittance certificate (“ FIRC ”) from the bank where the Grantee deposits the foreign currency. The Grantee should maintain the FIRC as evidence of the repatriation of funds in the event the Reserve Bank of India or the Grantee's employer requests proof of repatriation. The Grantee is responsible for complying with applicable exchange control laws in India.

INDONESIA

Notifications

Exchange Control Information . If the Grantee remits funds (including proceeds from the sale of Stock) into Indonesia, the Indonesian bank through which the transaction is made will submit a report of the transaction to Bank Indonesia for statistical reporting purposes. For transactions of US$10,000 or more, a more detailed description of the transaction must be included in the report and the Grantee may be required to provide information about the transaction ( e.g. , the relationship between the Grantee and the transferor of the funds, the source of the funds, etc.) to the bank in order for the bank to complete the report. In addition, the Grantee may be required to provide Bank Indonesia with information on foreign exchange activities, which may include Stock held outside Indonesia, on a monthly basis. The reporting should be completed online through Bank Indonesia's website, by no later than the 15th day of the following month.

NETHERLANDS

Notifications

Securities Law Information . The Grantee should be aware of Dutch insider trading rules which may impact the sale of Stock issued to the Grantee upon settlement of the Restricted Stock Units.

In particular, the Grantee may be prohibited from effectuating certain transactions if the Grantee has inside information about the Company. Under Article 5:56 of the Dutch Financial Supervision Act, anyone who has “insider information” related to an issuing company is prohibited from effectuating a transaction in securities in or from the Netherlands. “Insider information” is defined as knowledge of specific information concerning the issuing company to which the securities relate or the trade in securities issued by such company, which has not been made public and which, if published, would reasonably be expected to affect the share price, regardless of the development of the price. The insider could be any employee of a Affiliate in the Netherlands who has inside information as described herein. Given the broad scope of the definition of inside information, certain employees working at the Company’s Affiliate in the Netherlands may have inside information and, thus, would be prohibited from effectuating a transaction in securities in the Netherlands at a time when they have such inside information. If the Grantee is uncertain whether the insider-trading rules apply to the Grantee, the Grantee should consult his personal legal advisor.

SINGAPORE

Notifications

Securities Law Information . The Restricted Stock Units are being granted pursuant to the “Qualifying Person” exemption under section 273(1)(f) of the Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”). The Plan has not been and will not be lodged or registered as a prospectus with the Monetary Authority of Singapore. The Grantee should note that the Grantee’s Restricted Stock Units are subject to section 257 of the SFA and the Grantee will not be able to make any subsequent sale in Singapore, or any offer of such subsequent sale of Stock unless such sale or offer in Singapore is made pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other than section 280) of the SFA.

Chief Executive Officer and Director Notification . If the Grantee is the chief executive officer (“CEO”) or a director, alternate director, substitute director or shadow director of a Singapore subsidiary, the Grantee must notify the Singapore subsidiary in writing within two (2) business days of (i) becoming the registered holder of or acquiring an interest (e.g., Restricted Stock Units, Stocks, etc.) in the Company or any of its subsidiary, or becoming the CEO, alternate director, substitute director or shadow director (as the case may be), whichever occurs last, or (ii) any change in a previously disclosed interest (e.g., sale of Stocks).

SPAIN

Notifications

Securities Law Information . No “offer of securities to the public,” within the meaning of Spanish law, has taken place or will take place in the Spanish territory in connection with the Plan or Restricted Stock Unit. The Plan, the Agreement (including this Appendix) and any other documents evidencing the grant of the Restricted Stock Units have not been, nor will they be, registered with the Comisión Nacional del Mercado de Valores (the Spanish securities regulator), and none of those documents constitutes a public offering prospectus.

Exchange Control Information . The acquisition, ownership and sale of Stock under the Plan must be declared for statistical purposes to the Spanish Dirección General de Comercio e Inversiones (the “ DGCI ”), the Bureau for Commerce and Investments, which is a department of the Ministry of Economy and Competitiveness. Generally, the declaration must be made in January for Stock acquired or sold during (or owned as of December 31 of) the prior year. The Grantee may also be required to declare any securities accounts (including brokerage accounts held abroad) depending on the value of the transactions during the relevant year or the balances in such accounts as of December 31 of the relevant year.

When receiving foreign currency payments derived from the ownership of Stock ( i.e ., dividends or sale proceeds) exceeding €50,000, the Grantee must inform the financial institution receiving the payment of the basis upon which such payment is made. The Grantee will need to provide the institution with the following information: (i) the Grantee’s name, address, and tax identification number; (ii) the name and corporate domicile of the Company; (iii) the amount of the payment; the currency used; (iv) the country of origin; (v) the reasons for the payment; and (vi) further information that may be required. After such foreign currency payments are initially reported, the reporting obligation will only apply for subsequent years if the value of any previously-reported rights or assets increases by more than €20,000. If reporting is required, the Grantee must file the report on form 720 by March 31 following the end of the relevant year.

The Grantee is solely responsible for complying with any exchange control or other reporting requirement that may apply to the Grantee as a result of participation in the Plan, the acquisition and/or sale of the Stock and/or the transfer of funds in connection with the award. The Grantee should consult his or her legal advisor to confirm the current reporting requirements when he or she acquires Stock, sells Stock and/or transfers any funds related to the Plan to Spain.

Terms and Conditions

Nature of Award . In accepting the grant of Restricted Stock Units, the Grantee acknowledges that he or she consents to participation in the Plan and has received a copy of the Plan.

The Grantee understands that the Company has unilaterally, gratuitously and discretionally decided to grant Restricted Stock Units under the Plan to individuals who may be employees of the Company or its Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any of its Affiliates on an ongoing basis. Consequently, the Grantee understands that the Restricted Stock Units are granted on the assumption and condition that the Restricted Stock Units and the Stock acquired upon lapse of the restrictions relating to the Restricted Stock Units shall not become a part of any employment contract (either with the Company or any of its Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Grantee understands that this grant would not be made to the Grantee but for the assumptions and conditions referred to above; thus, the Grantee acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of Restricted Stock Units shall be null and void.

SWITZERLAND

Notifications

TAIWAN

Notifications

Exchange Control Information . The Grantee may acquire and remit foreign currency (including proceeds from the sale of Stock) up to US$5,000,000 per year without justification. If the transaction amount is TWD500,000 or more in a single transaction, the Grantee must submit a Foreign Exchange Transaction Form. If the transaction amount is US$500,000 or more in a single transaction, the Grantee must also provide supporting documentation to the satisfaction of the remitting bank

Terms and Conditions

Data Privacy . In addition to the consent to the collection, use and transfer of Data as described in Section 12 of the Agreement, upon request of the Company or an employing Affiliate, the Grantee agrees to provide any other executed data privacy consent form (or any other agreements or consents that may be required by the Company or the employing Affiliate) should the Company and/or the employing Affiliate deem such agreement or consent necessary under applicable data privacy laws, either now or in the future. The Grantee understands the he or she will not be able to participate in the Plan if he or she fails to execute any such consent or agreement.

TURKEY

Notifications

Securities Law Information . Under Turkish law, the Grantee is not permitted to sell any Stock under the Plan in Turkey. The Stock is currently traded on the New York Stock Exchange (“NYSE”), under the ticker symbol “TSE” and the Stock may be sold through this exchange.

UNITED KINGDOM

Terms and Conditions

the amount of any uncollected income tax paid by the Grantee's employer shall constitute a loan owed to employer by the Grantee, effective as of the Due Date. The Grantee acknowledges and agrees that the loan will bear interest at the then-current official rate of Her Majesty’s Revenue & Customs (“HMRC”), it shall be immediately due and repayable, and the Company or the Grantee's employer may recover it at any time thereafter by any of the means referred to the Agreement or otherwise. Notwithstanding the foregoing, if the Grantee is a director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), the Grantee shall not be eligible for a loan from the Company or the Grantee's employer to cover the income tax liability. In the event that the Grantee is a director or executive officer of the Company and the income tax is not collected from or paid by the Grantee by the Due Date, the payment of any uncollected income tax and employee national insurance contributions ( “NICs” ) by the Grantee's employer may constitute a benefit to the Grantee (the “Tax Benefit” ) on which additional income tax and NICs will be payable. If the Grantee is a director or executive officer of the Company, the Grantee will be responsible for paying and reporting any income tax due on the Tax Benefit directly to HMRC under the self-assessment regime, and the Grantee's employer will hold the Grantee liable for the Tax Benefit and the cost of any employee NICs due on the Tax Benefit that the Company or the Grantee's employer was obligated to pay and paid. The Company or the Grantee's employer (as applicable) may recover the Tax Benefit and the cost of any such employee NICs from the Grantee at any time by any of the means referred to in the Agreement.

***

Exhibit 10.3


Name:	[●]
Number of Shares of Stock subject to Stock Option:	[●]
Exercise Price Per Share:	[●]
Date of Grant:	[●]

TRINSEO S.A.

2014 Omnibus Incentive Plan

NON-STATUTORY STOCK OPTION AGREEMENT

This agreement (this “ Agreement ”) evidences a stock option granted by Trinseo S.A. (the “ Company ”) to the undersigned (the “ Optionee ”) pursuant to and subject to the terms of the Trinseo S.A. 2014 Omnibus Incentive Plan (as amended from time to time, the “ Plan ”).

1. Grant of Stock Option . The Company grants to the Optionee on the date set forth above (the “ Date of Grant ”) an option (the “ Stock Option ”) to purchase, on the terms provided herein and in the Plan, up to the number of shares of Stock set forth above (the “ Shares ”) with an exercise price per Share as set forth above, in each case subject to adjustment pursuant to Section 7 of the Plan in respect of transactions occurring after the date hereof.

The Stock Option evidenced by this Agreement is a non-statutory option (that is, an option that does not qualify as an incentive stock option under Section 422 of the Code) and is granted to the Optionee in connection with the Optionee’s employment by or service to the Company and its qualifying subsidiaries. For purposes of the immediately preceding sentence, “qualifying subsidiary” means a subsidiary of the Company as to which the Company has a “controlling interest” as described in Treas. Regs. §1.409A-1(b)(5)(iii)(E)(1).

The grant of the Stock Option is a one-time benefit and does not create any contractual or other right for the Optionee to receive a grant of stock options or benefits in lieu of stock options in the future.

2. Meaning of Certain Terms . Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.

3. Vesting; Method of Exercise; Treatment of the Stock Option Upon Termination of Employment .

(a) Vesting . As used herein with respect to the Stock Option or any portion thereof, the term “vest” means to become exercisable and the term “vested” as applied to any outstanding Stock Option (or any portion thereof) means that the Stock Option is then exercisable, subject in each case to the terms of the Plan. Unless earlier terminated, forfeited, relinquished or expired,

the Stock Option shall vest as to one-third (1/3) of the Shares subject to the Stock Option on each of the first, second and third anniversaries of the Date of Grant (each, a “vesting anniversary date” and the third anniversary of the Date of Grant, the “final vesting anniversary date”). The number of Shares that vest on any of the foregoing dates will be rounded down to the nearest whole Share, with the Stock Option becoming vested as to 100% of the Shares on the final vesting anniversary date. Notwithstanding the foregoing, Shares subject to the Stock Option shall not vest on any vesting anniversary date unless the Optionee has remained in continuous Employment from the Date of Grant through such vesting anniversary date.

(b) Exercise of the Stock Option . No portion of the Stock Option may be exercised until such portion vests. Each election to exercise any vested portion of the Stock Option will be subject to the terms and conditions of the Plan and shall be in writing or by electronic notice, signed (including electronic signature in form acceptable to the Administrator) by the Optionee or a transferee (if permitted by the Administrator), if any (or in such other form as is acceptable to the Administrator). Each such exercise election must be received by the Company at its principal office or by such other party as the Administrator may prescribe and be accompanied by payment in full as provided in the Plan, including, for the avoidance of doubt to the extent required by Luxembourg law, the payment by the Optionee to the Company of an additional amount in cash equal to the aggregate par value of the shares of Stock to be delivered in respect of the portion of the Stock Option so exercised at the time of the exercise of the Stock Option. The exercise price may be paid (i) by cash or check acceptable to the Administrator, (ii) to the extent permitted by the Administrator, through a broker-assisted cashless exercise program acceptable to the Administrator, (iii) by such other means, if any, as may be acceptable to the Administrator, or (iv) by any combination of the foregoing permissible forms of payment. In the event that the Stock Option is exercised by a person other than the Optionee, the Company will be under no obligation to deliver Shares hereunder unless and until it is satisfied as to the authority of such person to exercise the Stock Option and compliance with applicable securities laws. The latest date on which the Stock Option or any portion thereof may be exercised will be the 9 th anniversary of the Date of Grant (the “ Final Exercise Date ”); provided , however , if at such time the Optionee is prohibited by applicable law or written Company policy applicable to similarly situated employees from engaging in any open-market sales of Stock, the Final Exercise Date will be automatically extended to thirty (30) days following the date the Optionee is no longer prohibited from engaging in such open-market sales. If the Stock Option is not exercised by the Final Exercise Date, the Stock Option or any remaining portion thereof will thereupon immediately terminate.

(c) Treatment of the Stock Option Upon Termination of Employment . Except as provided in clauses (i)-(iv) below and Section 3(d) of this Agreement, if

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the Optionee’s Employment terminates, the Stock Option, to the extent not already vested, will be immediately forfeited upon such termination. Following termination of the Optionee’s Employment, any vested portion of the Stock Option that is then outstanding, including for the avoidance of doubt any portion of the Stock Option that vests as provided in clauses (ii)-(iv) below or Section 3(d) of this Agreement, will be treated as follows:

(i) General . Subject to clauses (ii) through (v) below and Sections 3(d) and 4 of this Agreement, the Stock Option, to the extent vested immediately prior to the termination of the Optionee’s Employment, will remain exercisable until the earlier of (A) the date that is three months following the date of such termination of Employment, or (B) the Final Exercise Date, and except to the extent previously exercised as permitted by this Section 3(c)(i) will thereupon immediately terminate.

(ii) Retirement . Subject to clause (v) below and Section 4 of this Agreement, if the Optionee’s Employment terminates due to the Optionee’s Retirement (as defined below), the Stock Option, to the extent then unvested, will not terminate and will remain outstanding and eligible to vest in accordance with the provisions of Section 3(a) hereof as if the Optionee had remained in continuous Employment through each vesting anniversary date. Any portion of the Stock Option that vests in accordance with this Section 3(c)(ii), together with the portion of the Stock Option, if any, that was vested as of immediately prior to the termination of the Optionee’s Employment due to the Optionee’s Retirement, will remain exercisable until the earlier of (A) five (5) years following the date of such termination of employment and, or (B) the Final Exercise Date, and except to the extent previously exercised as permitted by this Section 3(c)(ii) will thereupon immediately terminate. For purposes hereunder, “Retirement” means a retirement from active Employment after the Optionee has attained age fifty-five (55) with at least ten (10) years of continuous service with the Company, or its predecessor entity, The Dow Chemical Company, or any of its subsidiaries, or as defined in the Optionee's employment or other agreement with the Company.

(iii) Death; Permanent Disability . Subject to clause (v) below and Section 4 of this Agreement, if the Optionee’s Employment is terminated due to his or her death or by the Company due to his or her Permanent Disability, the Stock Option, to the extent then unvested, shall immediately vest as to all of the then unvested Shares. Any portion of the Stock Option that vests in accordance with this Section 3(c)(iii), together with the portion of the Stock Option, if any, that was vested as of immediately prior to the termination of the Optionee’s Employment due to his or her death

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or by the Company due to his or her Permanent Disability, will remain exercisable until the earlier of (A) the first anniversary of the Optionee’s death or the first anniversary of the date the Optionee’s Employment is terminated due to his or her Permanent Disability, as applicable or (B) the Final Exercise Date, and except to the extent previously exercised as permitted by this Section 3(c)(iii) will thereupon immediately terminate.

(iv) By the Company Other than For Cause . Subject to clause (v) below and Sections 3(d) and 4 of this Agreement, if the Optionee’s Employment is terminated by the Company other than for Cause in connection with a restructuring or redundancy, as determined by the Company, the Stock Option, to the extent then unvested, will not terminate and will remain outstanding and eligible to vest in accordance with the provisions of Section 3(a) hereof as if the Optionee had remained in continuous Employment with the Company through each vesting anniversary date. Any Stock Option that vests in accordance with this Section 3(c)(iv), together with the portion of the Stock Option, if any, that was vested as of immediately prior to the termination of the Optionee’s Employment, will remain exercisable until the earlier of (A) the later of (i) three months following the date of such termination of employment and (ii) the date that is three months following the final vesting anniversary date or (B) the Final Exercise Date, and except to the extent previously exercised as permitted by this Section 3(c)(iv) will thereupon immediately terminate.

(v) For Cause . If the Optionee’s Employment is terminated by the Company or its subsidiaries in connection with an act or failure to act constituting Cause (as the Administrator, in its sole discretion, may determine), or such termination occurs in circumstances that in the determination of the Administrator would have entitled the Company or its subsidiaries to terminate the Optionee’s Employment for Cause, the Stock Option (whether or not vested) will immediately terminate and be forfeited upon such termination.

(d) Treatment of the Stock Option Following a Change in Control . If, within the twenty-four (24)-month period following the occurrence of a Change in Control (as defined below), the Optionee’s Employment is terminated by the Company other than for Cause or, if the Optionee is otherwise subject to an effective employment or other individual agreement with the Company that provides the Optionee with the ability to terminate his or her employment for “good reason”, by the Optionee for “good reason” (with such term having the meaning ascribed thereto in the employment or other individual agreement, if any, between the Optionee and the Company for so long as such agreement is in effect), upon such termination and in lieu of the treatment provided for in Section 3(c)(iv) above, the Stock Option, to

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the extent then outstanding and unvested, shall immediately vest as to all of the then unvested Shares. Any Stock Option that vests in accordance with this Section 3(d), together with the portion of the Stock Option, if any, that was vested as of immediately prior to the termination of the Optionee’s Employment, will remain exercisable until the earlier of (A) the date that is six months following the date of the Optionee’s termination of Employment, or (B) the Final Exercise Date, and except to the extent previously exercised as permitted by this Section 3(d) will thereupon immediately terminate.

(i) For purposes of this Agreement, “Change in Control” means the first to occur of any of the following events:

(A) an event in which any “person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the “1934 Act”) (other than (I) the Company, (II) any subsidiary of the Company, (III) any trustee or other fiduciary holding securities under an employee benefit plan of the Company or of any subsidiary of the Company, and (IV) any company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company), is or becomes the “beneficial owner” (as defined in Section 13(d) of the 1934 Act), together with all affiliates and associates (as such terms are used in Rule 12b-2 of the General Rules and Regulations under the 1934 Act) of such person, directly or indirectly, of securities of the Company representing 40% or more of the combined voting power of the Company’s then outstanding securities;

(B) the consummation of the merger or consolidation of the Company with any other company, other than (i) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any subsidiary of the Company, more than 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) after which no “person” “beneficially owns” (with the determination of such “beneficial ownership” on the same basis as set forth in clause (A) of this definition) securities

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of the Company or the surviving entity of such merger or consolidation representing 50% or more of the combined voting power of the securities of the Company or the surviving entity of such merger or consolidation; or

(C) the complete liquidation of the Company or the sale or disposition by the Company of all or substantially all of the Company’s assets.

4. Forfeiture; Recovery of Compensation .

(a) The Administrator may cancel, rescind, withhold or otherwise limit or restrict the Stock Option at any time if the Optionee is not in compliance with all applicable provisions of this Agreement and the Plan.

(b) By accepting the Stock Option, the Optionee expressly acknowledges and agrees that his or her rights, and those of any transferee permitted by the Administrator of the Stock Option, under the Stock Option, including to any Stock acquired under the Stock Option or proceeds from the disposition thereof, are subject to Section 6(a)(5) of the Plan (including any successor provision). Nothing in the preceding sentence shall be construed as limiting the general application of Section 8 of this Agreement.

5. Transfer of Stock Option . The Stock Option may not be transferred except as expressly permitted under Section 6(a)(3) of the Plan.

6. Responsibility for Taxes & Withholding . Regardless of any action the Company or any of its Affiliates takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Optionee’s participation in the Plan and legally applicable to the Optionee (“Tax-Related Items”), the Optionee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Optionee’s responsibility and may exceed the amount actually withheld by the Company or any of its Affiliates. The Optionee further acknowledges that the Company and/or its Affiliates (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect to the Stock Option, including, but not limited to, the grant, vesting or exercise of the Stock Option, the transfer of Stock upon exercise of the Stock Option, the subsequent sale of Stock acquired pursuant to such transfer and the receipt of any dividends; and (b) do not commit to and are under no obligation to structure the terms of any Award to reduce or eliminate Optionee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Optionee becomes subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Optionee acknowledges that Company and/or its Affiliates may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

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and/or its Affiliates, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:

(i) withholding from the Optionee’s wages/salary or other cash compensation paid to the Optionee by the Company and/or its Affiliates; or

(ii) withholding from proceeds of the Stock acquired upon exercise of the Stock Option either through a voluntary sale or through a mandatory sale arranged by the Company (on Optionee's behalf pursuant to this authorization); or

(iii) withholding in Stock to be transferred upon exercise of the Stock Option provided, however, that if the Optionee is a Section 16 officer of the Company under the U.S. Securities and Exchange Act of 1934, as amended, then the Company will withhold in shares of Stock upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i) and (ii) above.

To avoid negative accounting treatment, the Company and/or its Affiliates may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in Stock, for tax purposes, the Optionee is deemed to have been transferred the full number of shares of Stock attributable to the Stock Option at exercise, notwithstanding that a number of share are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Optionee’s participation in the Plan.

The Optionee shall pay to the Company and/or its Affiliates any amount of Tax-Related Items that the Company and/or its Affiliates may be required to withhold or account for as a result of the Optionee’s participation in the Plan that will not for any reason be satisfied by the means previously described. The Company may refuse to transfer the Stock or the proceeds of the sale of Stock if the Optionee fails to comply with the Optionee’s obligations in connection with the Tax-Related Items.

By accepting this grant of Stock Option, the Optionee expressly consents to the methods of withholding Tax-Related Items by the Company and/or its Affiliates as set forth herein, including the withholding of Stock and the withholding from the Optionee’s wages/salary or other amounts payable to the Optionee. All other Tax-Related Items related to the Stock Option and any Stock transferred in satisfaction thereof are the Optionee’s sole responsibility.

7. Effect on Employment . Neither the grant of the Stock Option, nor the issuance of Shares upon exercise of the Stock Option, will give the Optionee any right to be retained in the employ or service of the Company or any of its Affiliates, affect the right of the Company or any of its Affiliates to discharge or discipline such Optionee at any time, or affect any right of such Optionee to terminate his or her Employment at any time.

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8. Provisions of the Plan . This Agreement is subject in its entirety to the provisions of the Plan, which are incorporated herein by reference. A copy of the Plan as in effect on the Date of Grant has been furnished to the Optionee. By acceptance of the Stock Option, the Optionee agrees to be bound by the terms of the Plan and this Agreement. In the event of any conflict between the terms of this Agreement and the Plan, the terms of the Plan shall control.

9. Acknowledgements . The Optionee acknowledges and agrees that (i) this Agreement may be executed in two or more counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument, (ii) this agreement may be executed and exchanged using facsimile, portable document format (PDF) or electronic signature, which, in each case, shall constitute an original signature for all purposes hereunder and (iii) such signature by the Company will be binding against the Company and will create a legally binding agreement when this Agreement is countersigned by the Optionee.

10. Authorization to Release and Transfer Necessary Personal Information . The Optionee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of his or her personal data by and among, as applicable, the Company and the Affiliates for the exclusive purpose of implementing, administering and managing the Optionee’s participation in the Plan. The Optionee understands that the Company and the Affiliates may hold certain personal information about the Optionee including, but not limited to, the Optionee’s name, home address and telephone number, date of birth, social security number (or any other social or national identification number), salary, nationality, job title, number of Stock Options and/or Stock held and the details of all Stock Options or any other entitlement to Stock awarded, cancelled, vested, unvested or outstanding for the purpose of implementing, administering and managing the Optionee’s participation in the Plan (the “Data”). The Optionee understands that the Data may be transferred to the Company or any of the Affiliates, or to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the Optionee’s country or elsewhere, and that any recipient’s country (e.g., the United States) may have different data privacy laws and protections than the Optionee’s country. The Optionee understands that he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative. The Optionee authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing his or her participation in the Plan, including any requisite transfer of such Data to a broker or other third party assisting with the administration of the Stock Option under the Plan or with whom Stock acquired pursuant to the exercise of the Stock Option or cash from the sale of such Stock may be deposited. Furthermore, the Optionee acknowledges and understands that the transfer of the Data to the Company or the Affiliates or to any third parties is necessary for his or her participation in the Plan. The Optionee understands that Data will be held only as long as is necessary to implement, administer and manage his or her participation in the Plan. The Optionee understands that he or she may, at any time, view the Data, request additional information about the storage and processing of the Data, require any necessary amendments to the Data or refuse or withdraw the consents herein by contacting his or her local human

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resources representative in writing. The Optionee further acknowledges that withdrawal of consent may affect his or her ability to vest in, exercise or realize benefits from the Stock Option, and his or her ability to participate in the Plan. For more information on the consequences of refusal to consent or withdrawal of consent, the Optionee understands that he or she may contact his or her local human resources representative.

11. Electronic Delivery and Execution . The Optionee hereby consents and agrees to electronic delivery of any documents that the Company may elect to deliver (including, but not limited to, plan documents, prospectus and prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports, and all other forms of communications) in connection with this and any other Award made or offered under the Plan. The Optionee understands that, unless revoked by the Optionee by giving written notice to the Company pursuant to the Plan, this consent will be effective for the duration of the Agreement. The Optionee also understands that he or she will have the right at any time to request that the Company deliver written copies of any and all materials referred to above. The Optionee hereby consents to any and all procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents that the Company may elect to deliver, and agree that his or her electronic signature is the same as, and will have the same force and effect as, his or her manual signature. The Optionee consents and agrees that any such procedures and delivery may be affected by a third party engaged by the Company to provide administrative services related to the Plan.

12. Appendix . Notwithstanding any provision of the Agreement to the contrary, this Stock Option grant and the Stock acquired under the Plan shall be subject to any and all special terms and provisions as set forth in the Appendix, if any, for the Optionee’s country of residence (and country of employment, if different).

13. Severability . The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

[Signature page follows]

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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer.


		TRINSEO S.A.


		By:
		Name:
		Title:


Dated: [DATE]

Acknowledged and Agreed:


By
	[Optionee’s Name]

Signature Page to Non-Statutory Stock Option Agreement

COUNTRY APPENDIX

ADDITIONAL TERMS AND CONDITIONS TO NON-STATUTORY STOCK OPTION
AGREEMENT

This Country Appendix (“Appendix”) includes the following additional terms and conditions that govern the Optionee’s Stock Option for all Optionees that reside and/or work outside of the United States.

Notifications

This Country Appendix also includes information regarding exchange controls and certain other issues of which the Optionee should be aware with respect to the Optionee’s participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of January 2017 . Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Optionee does not rely on the information in this Country Appendix as the only source of information relating to the consequences of the Optionee’s participation in the Plan, because the information may be out of date at the time that the Stock Option or portions thereof vest, or Stock is transferred upon exercise of the Stock Option, or the Optionee sells any Stock acquired under the Plan.

In addition, the information contained herein is general in nature and may not apply to the Optionee’s particular situation, and none of the Company, its Affiliates, nor the Administrator is in a position to assure the Optionee of a particular result. Accordingly, the Optionee is advised to seek appropriate professional advice as to how the relevant laws in the Optionee’s country of residence and/or work may apply to the Optionee’s situation.

Finally, if the Optionee transfers employment after the Grant Date, or is considered a resident of another country for local law purposes following the Grant Date, the notifications contained herein may not be applicable to the Optionee, and the Administrator shall, in its discretion, determine to what extent the terms and conditions contained herein shall be applicable to the Optionee.

Terms and Conditions Applicable to All Non-U.S. Jurisdictions

English Language . The Optionee acknowledges and agrees that it is the Optionee’s express intent that this Agreement, the Plan and all other documents, rules, procedures, forms, notices and legal proceedings entered into, given or instituted pursuant to the Stock Option, be drawn up in English. If the Optionee has received this Agreement, the Plan or any other rules, procedures, forms or documents related to the Stock Option translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version will control.

Repatriation; Compliance with Laws; Insider Trading . The Optionee agrees, as a condition of the grant of the Stock Option, to repatriate all payments attributable to the Stock Option and/or cash

acquired under the Plan (including, but not limited to, dividends and any proceeds derived from the sale of the Stock acquired pursuant to the Agreement) in accordance with all foreign exchange rules and regulations applicable to the Optionee. The Company and the Administrator reserve the right to impose other requirements on the Optionee’s participation in the Plan, on the Stock Option and on any Stock acquired or cash payments made pursuant to the Agreement, to the extent the Company, its Affiliates or the Administrator determines it is necessary or advisable in order to comply with local law or to facilitate the administration of the Plan, and to require the Optionee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. Further, the Optionee agrees to take any and all actions as may be required to comply with the Optionee’s personal legal and tax obligations under all laws, rules and regulations applicable to the Optionee. Finally, depending on Optionee's country of residence, Optionee may be subject to insider trading restrictions or market abuse laws, which may affect Optionee's ability to acquire or sell Stock or rights to Stock (e.g., stock options) under the Plan during such times as Optionee is considered to have “inside information” regarding the Company (as defined by the laws in the Grantee's country). Any restrictions under these insider trading or market abuse laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. Neither the Company, nor its Affiliates will be liable for any fines or penalties that Optionee may incur as a result of Optionee's failure to comply with any applicable laws. Optionee should be aware that securities, exchange control, insider trading and other laws may change frequently and often without notice. Optionee is hereby advised to confirm the legal obligations that may arise from Optionee's participation in the Plan with a qualified advisor.

Commercial Relationship . The Optionee expressly recognizes that the Optionee’s participation in the Plan and the Company’s Stock Option grant does not constitute an employment relationship between the Optionee and the Company. The Optionee has been granted a Stock Option as a consequence of the commercial relationship between the Company and the Company’s Affiliate that employs the Optionee, and the Company’s Affiliate the Optionee’s sole employer. Based on the foregoing, (a) the Optionee expressly recognizes the Plan and the benefits the Optionee may derive from participation in the Plan do not establish any rights between the Optionee and the Affiliate that employs the Optionee, (b) the Plan and the benefits the Optionee may derive from participation in the Plan are not part of the employment conditions and/or benefits provided by the Affiliate that employs the Optionee, and (c) any modifications or amendments of the Plan by the Company or the Administrator, or a termination of the Plan by the Company, shall not constitute a change or impairment of the terms and conditions of the Optionee’s employment with the Affiliate that employs the Optionee.

Private Placement . The grant of the Stock Option is not intended to be a public offering of securities in the Optionee’s country of residence and/or employment but instead is intended to be a private placement. As a private placement, the Company has not submitted any registration statement, prospectus or other filings with the local securities authorities (unless otherwise required under local law), and the grant of the Stock Option is not subject to the supervision of the local securities authorities.

Additional Acknowledgements . The OPTIONEE also acknowledges and agrees to the following:

 The Plan is established voluntarily by the Company, it is discretionary in nature, and it may be modified, amended, suspended, or terminated by the Company at any time, to the extent permitted by the Plan.

 All decisions with respect to future Awards or other grants, if any, will be at the sole discretion of the Company.

 The future value of the Stock is unknown and cannot be predicted with certain ty.



 Optionee's participation in the Plan is voluntary.



 No claim or entitlement to compensation or damages arises from the forfeiture of the Award on the Stock Option, the termination of the Plan, or the diminution in value of the Stock Option or Stock, and the Optionee irrevocably releases the Company, its Affiliates, the Administrator and their affiliates from any such claim that may aris e.



 Unless otherwise agreed with the Company in writing, the Award and the Stock subject to the Award, and the income and value of same, are not granted as consideration for, or in connection with, any service Optionee may provide as a director of the Company or its Affiliates.



 Neither the Company nor its Affiliates shall be liable for any foreign exchange rate fluctuation between Optionee's local currency and the U.S. Dollar that may affect the value of the Stock Option or Stock or of any amounts due to Optionee pursuant to the settlement of the Stock Option or the subsequent sale of Stock acquired upon settlement.

 None of the Company, its Affiliates, nor the Administrator is providing any tax, legal or financial advice or making any recommendations regarding the Optionee’s participation in the Plan, the grant, vesting or settlement of the Optionee’s Stock Option, or the Optionee’s acquisition or sale of the Stock transferred upon exercise of the Stock Option. The Optionee is hereby advised to consult with his own personal tax, legal and financial advisors regarding his participation in the Plan before taking any action related to the Plan.

BELGIUM

Notifications

GERMANY

Notifications

Exchange Control Information . Cross-border payments in excess of €12,500 must be reported monthly to the German Federal Bank. If the Optionee uses a German bank to transfer a cross-border payment in excess of €12,500 in connection with the sale of the Stock acquired under the Plan, the bank will make the report for the Optionee.

HONG KONG

Terms and Conditions

Warning: The Stock Option and any Stock transferred pursuant to the exercise of the Stock Option do not constitute a public offering of securities under Hong Kong law and are available only to employees of the Company and its Affiliates. The Agreement, the Plan, and any rules, procedures, forms or other incidental communication materials have not been prepared in accordance with and are not intended to constitute a “prospectus” for a public offering of securities under the applicable securities legislation in Hong Kong, nor have the documents been reviewed by any regulatory authority in Hong Kong. The Stock Option and any related documentation are intended only for the personal use of each eligible employee of the Company or its Affiliates and may not be distributed to any other person. If the Optionee is in any doubt about any of the contents of the Agreement, the Plan, or any rules, procedures or forms, the Optionee should obtain independent professional advice.

Exercise of Stock Option. In the event that the Stock Option is settled within six months of the Grant Date, the Optionee agrees that the Optionee (or his / her beneficiary) will not sell or otherwise dispose of any such Shares prior to the six-month anniversary of the Grant Date.

Wages . The Stock Option and Shares underlying the Stock Option do not form part of the Optionee's wages for the purposes of calculating any statutory or contractual payments under Hong Kong law.

NETHERLANDS

Notifications

Securities Law Information . The Optionee should be aware of Dutch insider trading rules which may impact the sale of Stock issued to the Optionee upon exercise of the Stock Option. In particular, the Optionee may be prohibited from effectuating certain transactions if the Optionee has inside information about the Company. Under Article 5:56 of the Dutch Financial Supervision Act, anyone who has “insider information” related to an issuing company is prohibited from effectuating a transaction in securities in or from the Netherlands. “Insider information” is defined as knowledge of specific information concerning the issuing company to which the securities relate or the trade in securities issued by such company, which has not been made public and which, if published, would reasonably be expected to affect the share price, regardless of the development of the price. The insider could be any employee of a Affiliate in the Netherlands who has inside information as described herein. Given the broad scope of the definition of inside information, certain employees working at the Company’s Affiliate in the Netherlands may have inside information and, thus, would be prohibited from effectuating a transaction in securities in the Netherlands at a time when they have such inside information. If the Optionee is uncertain whether the insider-trading rules apply to the Optionee, the Optionee should consult his personal legal advisor.

SWITZERLAND

Notifications

Securities Law Information . The Stock Option is not intended to be publicly offered in or from Switzerland. Neither this document nor any other materials relating to the Plan (i) constitutes a prospectus as such term is understood pursuant to article 652a of the Swiss Code of Obligations (ii) may be publicly distributed nor otherwise made publicly available in Switzerland or (iii) have been or will be filed with, approved or supervised by any Swiss regulatory authority, including the Swiss Financial Market Authority (FINMA).

Exhibit 10.4

Name:	[●]
Target Number of PSUs subject to Vesting and Performance Conditions:	[●]
Date of Grant:	[●]

TRINSEO S.A.

2014 OMNIBUS INCENTIVE PLAN

PERFORMANCE AWARD STOCK UNIT AGREEMENT

This agreement (this “ Agreement ”) evidences an award (the “ Award ”) of restricted stock units subject to performance conditions (hereinafter referred to as Performance Award Stock Units or "PSUs") granted by Trinseo S.A. (the “ Company ”) to the undersigned (the “ Grantee ”) pursuant to the Trinseo S.A. 2014 Omnibus Incentive Plan (as amended from time to time, the “ Plan ”), which is incorporated herein by reference.

1. Grant of PSUs . On the date of grant set forth above (the “ Grant Date ”) the Company granted to the Grantee an award consisting of the right to receive, on the terms provided herein and in the Plan and the performance conditions specified in Schedule A, one share of Stock with respect to each PSU forming part of the Award, in each case, subject to adjustment pursuant to Section 7 of the Plan in respect of transactions occurring after the date hereof.

The grant of the PSUs is a one-time benefit and does not create any contractual or other right for the Grantee to receive a grant of PSUs or benefits in lieu of PSUs in the future.

2. Meaning of Certain Terms . Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.

3. Dividend Equivalents . During the period beginning on the Grant Date and ending on the date that shares of Stock are issued in settlement of vested PSUs, the Grantee will accrue dividend equivalents on the PSUs (ultimately settled after adjustment for actual performance) equal to any cash dividend or cash distribution that would have been paid on the PSU had that PSU been an issued and outstanding share of Stock on the record date for the dividend or distribution. Such accrued dividend equivalents (i) will vest and become payable upon the same terms and at the same time of settlement as the PSU to which they relate (and will be payable with respect to any shares of Stock that are issued or that are

withheld pursuant to Section 9 in order to satisfy Grantee’s Tax-Related Items), (ii) will be denominated and payable solely in cash and paid in such manner as the Company deems appropriate, and (iii) will not bear or accrue interest. Dividend equivalent payments, at settlement, will be net of applicable federal, state, local and foreign income and social insurance withholding taxes as provided in Section 9. Upon the forfeiture of the PSUs, any accrued dividend equivalents attributable to such PSUs will also be forfeited.

4. Vesting, etc .

(a) Except as otherwise provided in this section, both performance and service vesting requirements must be satisfied before the Grantee can vest in the PSUs. With certain exceptions noted below, the Grantee will vest in the PSUs under this Agreement only if the Grantee's Employment continues through the third anniversary of the Grant Date (“Service Vesting Date”) and the Company achieves the performance targets specified in Schedule A. Except as provided in sections (b) and (c) below, if the Grantee’s Employment with the Company terminates for any reason prior to the Service Vesting Date, the Award will be automatically and immediately forfeited upon such termination.

(b) If the Grantee’s Employment terminates due to his or her Retirement (as defined below) or death or is terminated by the Company due to his or her Permanent Disability, in each case, prior to the Service Vesting Date, the Award, to the extent then outstanding, will be treated as follows:

i. If the Grantee’s Employment terminates as a result of the Grantee’s Retirement (as defined below), upon such termination, the Grantee will be deemed to have met the service vesting requirements under this Award and will be eligible to receive a number of PSUs equal to (X) multiplied by (Y), where: (X) equals the number of PSUs to which the Grantee would be entitled based upon actual performance during the Valuation Period as described in the performance matrix set forth in Schedule A, and (Y) is the ratio, the numerator of which is the number of full months occurring between the Grant Date and the date of Grantee’s Retirement, and the denominator of which is thirty-six (36). For purposes hereunder, “Retirement” means a retirement from active Employment after the Grantee has attained age 55 with at least 10 years of continuous service with the Company, or its predecessor entity, The Dow Chemical Company, or any of its subsidiaries, or as defined in the Grantee's employment or other agreement with the Company.

ii. If the Grantee’s Employment is terminated due to his or her death or by the Company due to his or her Permanent Disability, upon such termination, the Grantee will be eligible to receive a number of PSUs equal to (X) multiplied by (Y), where: (X) equals the number of PSUs to which the Grantee would be entitled based upon a

Target Performance Level as described in the performance matrix set forth in Schedule A, and (Y) is the ratio, the numerator of which is the number of full months occurring between the Grant Date and the date of Grantee’s death or date of termination due to Permanent Disability, and the denominator of which is thirty-six (36).

(c) If, within the twenty-four (24)-month period following the occurrence of a Change in Control (as defined below), the Grantee’s Employment is terminated by the Company other than for Cause or, if the Grantee is otherwise subject to an effective employment or other individual agreement with the Company that provides the Grantee with the ability to terminate his or her employment for “good reason,” by the Grantee for “good reason” (with such term having the meaning ascribed thereto in the employment or other individual agreement, if any, between the Grantee and the Company for so long as such agreement is in effect), upon such termination, the Award, to the extent then outstanding, and regardless of whether the award is to be settled in shares of another entity, will result in a truncated Valuation Period used to measure the performance criteria (to the extent measurable). The Valuation Period will be deemed to end on the effective date of the Change in Control and a determination of performance as provided in Schedule A will be made using the revised Valuation Period, though the amount determined for performance will at least equal a Target performance level for the truncated Valuation Period.

i. For purposes of this Agreement, “Change in Control” means the first to occur of any of the following events:

2. the consummation of the merger or consolidation of the Company with any other company, other than (i) a merger or consolidation which would result in the voting securities

of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any subsidiary of the Company, more than 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) after which no “person” “beneficially owns” (with the determination of such “beneficial ownership” on the same basis as set forth in clause (1) of this definition) securities of the Company or the surviving entity of such merger or consolidation representing 50% or more of the combined voting power of the securities of the Company or the surviving entity of such merger or consolidation; or

3. the complete liquidation of the Company or the sale or disposition by the Company of all or substantially all of the Company’s assets.

5. Delivery of Stock . Subject to Section 10(b), the Company shall, as soon as practicable following the vesting of the PSUs or any portion thereof as provided in Section 4(a), (b) or (c) of this Agreement (but in no event later than thirty (30) days following the date on which such PSUs, or any portion thereof, vest) effect delivery of the Stock with respect to such vested PSUs, or any portion thereof, to the Grantee (or, in the event of the Grantee’s death, to the Grantee’s beneficiary, which for purposes hereunder shall be (a) if permitted by the Administrator, the person(s) who has been designated by the Grantee in writing in a form and manner acceptable to the Administrator to receive the Award in the event of the Grantee’s death or (b) in the event no beneficiary designation has been made by the Grantee, the Grantee’s estate). No Stock will be issued pursuant to this Award unless and until the Compensation Committee completes the written certification set forth in Section 6 below and all legal requirements applicable to the issuance or transfer of such

Stock have been complied with to the satisfaction of the Administrator, including, the for the avoidance of doubt to the extent required by Luxembourg law, the payment by the Grantee to the Company of an amount in cash equal to the aggregate par value of the shares of Stock to be delivered in respect of the vested PSUs on, or within thirty (30) days of, the settlement of shares of Stock. The actual amount the Grantee will be required to pay will be determined at the time that the Award is settled with shares of Stock.

6. Section 162(m) .

(a) For Grantees who are Covered Employees under Section 162(m), this Award is intended to comply with the requirements of Section 162(m) and the provisions of this Award shall be interpreted and administered consistently with that intent. In that light, the following rules shall apply to the Award:

i. The Compensation Committee (hereinafter, the "Committee"), or a sub-committee thereof, shall consist of two or more “outside directors” (as defined under Section 162(m)) that establish the performance targets and terms of this Agreement within 90 days of the commencement of the Valuation Period. The satisfaction of the performance targets for paying PSUs shall be substantially uncertain at the time they are established.

ii. The amount of PSUs that vest shall be computed under an objective formula and the Committee shall have no discretionary authority to increase the amount of the PSUs that vest or alter the methodology for calculating the PSUs that vest, except as permitted by Section 162(m) and the Plan.

iii. The maximum aggregate number of shares of Stock underlying the Awards of PSUs granted under the Plan to any one Grantee during any fiscal year of the Company cannot exceed 450,000 shares of Stock.

iv. Before any PSUs are paid to the Grantees, the Committee will certify, in writing, the Company’s satisfaction of the pre-established performance target and the number of PSUs payable to the Grantee.

(b) For Grantees who are not Covered Employees under Section 162(m), this Award is not intended to comply with the requirements of Section 162(m). Before an award is paid to the Grantee, the Committee will certify, in writing, the number of PSUs awarded to the Grantee, and the decision of the Committee shall be conclusive and binding.

7. Forfeiture; Recovery of Compensation . By accepting the Award the Grantee expressly acknowledges and agrees that his or her rights (and those of any permitted transferee) under the Award or to any Stock acquired under the Award or any proceeds from the disposition thereof, are subject to Section 6(a)(5) of the Plan (including any

successor provision). Nothing in the preceding sentence shall be construed as limiting the general application of Section 12 of this Agreement.

8. Nontransferability . Neither the Award nor the PSUs may be transferred except at death in accordance with Section 6(a)(3) of the Plan.

9. Responsibility for Taxes & Withholding . Regardless of any action the Company or any of its Affiliates takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Company or any of its Affiliates. The Grantee further acknowledges that the Company and/or its Affiliates (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect to the PSUs, including, but not limited to, the grant, vesting or settlement of the PSUs, the issuance of Stock upon settlement of the PSUs, the subsequent sale of Stock acquired pursuant to such issuance and the receipt of any dividends and/or dividend equivalents; and (b) do not commit to and are under no obligation to structure the terms of any Award to reduce or eliminate Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee becomes subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Grantee acknowledges that Company and/or its Affiliates may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

(i) withholding from the Grantee’s wages/salary or other cash compensation paid to the Grantee by the Company and/or its Affiliates; or

(ii) withholding from proceeds of the Stock acquired upon vesting/settlement of the PSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on Grantee’s behalf pursuant to this authorization); or

(iii) withholding in Stock to be issued upon vesting/settlement of the PSUs provided, however, that if the Grantee is a Section 16 officer of the Company under the U.S. Securities and Exchange Act of 1934, as amended, then the Company will withhold in shares of Stock upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i) and (ii) above.

To avoid negative accounting treatment, the Company and/or its Affiliates may

withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in Stock, for tax purposes, the Grantee is deemed to have been issued the full number of shares of Stock attributable to the vested PSUs, notwithstanding that a number of share are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Grantee’s participation in the Plan.

By accepting this grant of PSUs, the Grantee expressly consents to the methods of withholding Tax-Related Items by the Company and/or its Affiliates as set forth herein, including the withholding of Stock and the withholding from the Grantee's wages/salary or other amounts payable to the Grantee. All other Tax-Related Items related to the PSUs and any Stock delivered in satisfaction thereof are the Grantee's sole responsibility.

10. Other Tax Matters .

11. Effect on Employment . Neither the grant of the PSUs, nor the delivery of Stock upon vesting of any portion thereof, will give the Grantee any right to be retained in the employ or service of the Company or any of its Affiliates, affect the right of the

Company or any of its Affiliates to discharge or discipline such Grantee at any time, or affect any right of such Grantee to terminate his or her Employment at any time.

12. Acknowledgements . By accepting the Award, the Grantee agrees to be bound by, and agrees that the Award and the PSUs are subject in all respects to, the terms of the Plan. The Grantee further acknowledges and agrees that (i) this Agreement may be executed in two or more counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument, (ii) this agreement may be executed and exchanged using facsimile, portable document format (PDF) or electronic signature, which, in each case, shall constitute an original signature for all purposes hereunder and (iii) such signature by the Company will be binding against the Company and will create a legally binding agreement when this Agreement is countersigned by the Grantee.

13. Authorization to Release and Transfer Necessary Personal Information . The Grantee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of his or her personal data by and among, as applicable, the Company and the Affiliates for the exclusive purpose of implementing, administering and managing the Grantee’s participation in the Plan. The Grantee understands that the Company and the Affiliates may hold certain personal information about the Grantee including, but not limited to, the Grantee’s name, home address and telephone number, date of birth, social security number (or any other social or national identification number), salary, nationality, job title, number of PSUs and/or Stock held and the details of all PSUs or any other entitlement to Stock awarded, cancelled, vested, unvested or outstanding for the purpose of implementing, administering and managing the Grantee’s participation in the Plan (the “Data”). The Grantee understands that the Data may be transferred to the Company or any of the Affiliates, or to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the Grantee’s country or elsewhere, and that any recipient’s country (e.g., the United States) may have different data privacy laws and protections than the Grantee’s country. The Grantee understands that he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative. The Grantee authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing his or her participation in the Plan, including any requisite transfer of such Data to a broker or other third party assisting with the administration of PSUs under the Plan or with whom Stock acquired pursuant to the vesting of the PSUs or cash from the sale of such Stock may be deposited. Furthermore, the Grantee acknowledges and understands that the transfer of the Data to the Company or the Affiliates or to any third parties is necessary for his or her participation in the Plan. The Grantee understands that Data will be held only as long as is necessary to implement, administer and manage his or her participation in the Plan. The Grantee understands that he or she may, at any time, view the Data, request additional information about the storage and processing of the Data, require any necessary amendments to the Data or refuse or withdraw the consents herein by contacting his or her local human resources representative in writing. The Grantee further acknowledges that withdrawal of consent may affect his or her ability to vest in or realize benefits from the PSUs, and his or her ability to participate

in the Plan. For more information on the consequences of refusal to consent or withdrawal of consent, the Grantee understands that he or she may contact his or her local human resources representative.

14. Electronic Delivery and Execution . The Grantee hereby consents and agrees to electronic delivery of any documents that the Company may elect to deliver (including, but not limited to, plan documents, prospectus and prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports, and all other forms of communications) in connection with this and any other Award made or offered under the Plan. The Grantee understands that, unless revoked by the Grantee by giving written notice to the Company pursuant to the Plan, this consent will be effective for the duration of the Agreement. The Grantee also understands that he or she will have the right at any time to request that the Company deliver written copies of any and all materials referred to above. The Grantee hereby consents to any and all procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents that the Company may elect to deliver, and agree that his or her electronic signature is the same as, and will have the same force and effect as, his or her manual signature. The Grantee consents and agrees that any such procedures and delivery may be affected by a third party engaged by the Company to provide administrative services related to the Plan.

15. Appendix . Notwithstanding any provision of the Agreement to the contrary, this PSU grant and the Stock acquired under the Plan shall be subject to any and all special terms and provisions as set forth in the Appendix, if any, for the Grantee’s country of residence (and country of employment, if different).

16. Severability . The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

[Signature page follows.]

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer.

		TRINSEO S.A.


		By:
		Name:
		Title:


Dated: [DATE]

Acknowledged and Agreed:


By
	[Grantee’s Name]

Signature Page to Performance Stock Unit Agreement

SCHEDULE A

The number of PSUs to which the Grantee will be entitled if the Grantee satisfies the applicable service requirements will be calculated by the Committee (or sub-committee thereof) based on the Company’s “Relative Total Stockholder Return” (as defined below). Specifically, the Committee shall calculate the number of vested PSUs for the Grantee if the Grantee satisfies the applicable service requirements by multiplying the Grantee’s Target Number of PSUs by the applicable percentage determined as set forth below based on the Company’s Relative Total Stockholder Return results for the specified period. As noted in the Terms and Conditions to this Agreement, special rules apply under certain circumstances, such as death, Permanent Disability, Change in Control and Retirement.

The following table shall apply for calculating this Award:

Relative Total Stockholder Return Over the Performance Period

Performance Level	Payout Level (% of Target)	Relative TSR Ranking
Maximum*	200%	75 th percentile
Target	100%	50 th percentile
Threshold	50%	25 th percentile

The maximum percentage by which the Grantee’s Target Number of PSUs is multiplied cannot exceed 200% and no PSUs shall vest unless the Company’s Relative Total Stockholder Return performance for the specified period is equal to or greater than the level required to earn an award of 50% of the Grantee’s Target Number of PSUs. Notwithstanding the above: (I) in the event that the Company's Total Stockholder Return during the Valuation Period is negative, the number of vested PSUs due to the Grantee cannot exceed the Grantee's Target Number of PSUs, and (II) the fair market value of the shares of Stock due to be delivered to the Grantee following the vesting of the PSUs (determined on the certification date of the Award) shall not exceed 300% of the fair market value of the share of Stock attributable to the Grantee's Target Number of PSUs (determined as of the Grant Date).

If the Company’s Relative Total Stockholder Return performance falls between designated levels of performance set forth in the above table, the percentage by which the Grantee’s Target Number of PSUs is multiplied will be calculated by linear interpolation.

Relative Total Stockholder Return shall mean the percentile ranking of the Company's Total Stockholder Return (as defined below) measured relative to each company in the Comparator Group's Comparator Total Stockholder Return (as defined below) during the period from Date of Grant to the Service Vesting Date (the “Valuation Period”). The Comparator Group shall consist of a customized peer group of 61 companies that are headquartered in the United States, have shares traded on a major U.S. stock exchange and have a market capitalization exceeding $500

million dollars (determined during the thirty (30) trading days following the start of the performance period). The Comparator Group companies are set forth on the next page.

The percentile ranking of the Company’s Relative Total Stockholder Return shall be that fraction which is calculated by dividing the number of companies in the Comparator Group whose Comparator Total Stockholder Return performance is exceeded by the Company (based on the Total Stockholder Return) by the total number of companies in the Comparator Group.

Except as noted in this Schedule A, no adjustments for Extraordinary Items shall be made when calculating Relative Total Stockholder Return.

Total Stockholder Return shall mean the percentage rate of growth during the Valuation Period of an investment of $1,000 in shares of Stock on the first day of the Valuation Period, assuming reinvestment of all dividends paid during the Valuation Period and adjusted in an equitable manner for any material stock splits, reverse stock splits or similar transactions.

Comparator Total Stockholder Return for an applicable company in the Comparator Group shall mean the percentage rate of growth during the Valuation Period of an investment of $1,000 in shares of the common stock of the applicable company in the Comparator Group on the first day of the Valuation Period, assuming reinvestment of all dividends paid during the Valuation Period and adjusted in an equitable manner for any material stock splits, reverse stock splits or similar transactions.

Total Stockholder Return for the Company or any applicable company in the Comparator Group shall be measured based on the average fair market value ("FMV') of the applicable share of stock for the thirty (30) trading days following the commencement of the Performance Period as compared to the average FMV of the same shares for the last thirty (30) trading days prior to the Service Vesting Date. The FMV of the Company’s Stock or of a share of the common stock of a company in the Comparator Group shall mean the closing price of a share of that stock on the New York Stock Exchange or other national stock exchange on which that stock is actively traded for that date as reported in the Wall Street Journal, Eastern Edition or such other standard reference service as the Committee may select.

Performance Peer Group Constituents

Performance Peer	Market Value		Revenue		Performance Peer	Market Value		Revenue
A. Schulman, Inc.	$	850	$	2,565	Kronos Worldwide, Inc.	$	961	$	1,298
AdvanSix Inc.	$	505	$	1,260	LyondellBasell Industries N.V.	$	33,532	$	29,476
Air Products and Chemicals, Inc.	$	32,556	$	9,511	Minerals Technologies Inc.	$	2,463	$	1,718
Albemarle Corporation	$	9,609	$	3,567	Monsanto Company	$	44,744	$	13,502
Ashland Global Holdings Inc.	$	7,201	$	4,980	NewMarket Corporation	$	5,087	$	2,052
Axalta Coating Systems Ltd.	$	6,760	$	4,048	Olin Corp.	$	3,389	$	4,513
Blachem Corp.	$	2,452	$	547	Platform Specialty Products Corporation	$	2,206	$	3,078
Cabot Corporation	$	3,269	$	2,463	PolyOne Corporation	$	2,842	$	3,326
Calgon Carbon Corporation	$	768	$	517	PPG Industries, Inc.	$	27,523	$	15,304
Celanese Corporation	$	9,634	$	5,502	Praxair Inc.	$	34,465	$	10,455
CF Industries Holdings, Inc.	$	5,677	$	4,181	Quaker Chemical Corporation	$	1,404	$	737
Chase Corporation	$	641	$	242	Rayonier Advanced Materials Inc.	$	565	$	930
Chemtura Corporation	$	2,066	$	1,698	RPM International Inc.	$	7,165	$	4,823
Ciner Resources LP	$	624	$	475	Sensient Technologies Corporation	$	3,394	$	1,387
CVR Partners, LP	$	600	$	308	Stepan Company	$	1,625	$	1,764
E. I. du Pont de Nemours and Company	$	58,554	$	24,638	Terra Nitrogen Company	$	2,099	$	536
Eastman Chemical Co.	$	9,997	$	9,205	The Chemours Company	$	2,905	$	5,526
Ecolab Inc.	$	35,493	$	13,273	The Dow Chemical Company	$	58,404	$	46,153
Ferro Corporation	$	1,149	$	1,120	The Mosaic Company	$	8,566	$	7,617
Flotek Industries Inc.	$	823	$	310	The Scotts Miracle-Gro Company	$	5,047	$	3,098
FMC Corp.	$	6,468	$	3,339	The Sherwin-Williams Company	$	25,514	$	11,550
GCP Applied Technologies Inc.	$	2,009	$	1,403	The Valspar Corporation	$	8,417	$	4,234
HB Fuller Co.	$	2,337	$	2,068	Tredegar Corp.	$	607	$	857
Hunstman Corporation	$	3,875	$	9,869	Trinseo S.A.	$	2,553	$	3,789
Ingevity Corporation	$	1,941	$	919	Tronox Limited	$	1,091	$	2,122
Innophos Holdings Inc	$	755	$	742	Valhi, Inc.	$	780	$	1,460
Innopec Inc.	$	1,458	$	940	Valvoline Inc.	$	4,804	$	1,919
International Flavors & Fragrances Inc.	$	11,379	$	3,058	W.R. Grace & Co.	$	5,191	$	3,001
Koppers Holdings Inc.	$	665	$	1,529	Westlake Chemical Corp.	$	6,894	$	4,236
Kraton Corporation	$	1,081	$	1,392	Westlake Chemical Partners LP	$	618	$	961

COUNTRY APPENDIX

ADDITIONAL TERMS AND CONDITIONS TO PSU AGREEMENT

This Country Appendix (“Appendix”) includes the following additional terms and conditions that govern the Grantee’s PSU Award for all Grantees that reside and/or work outside of the United States.

Notifications

This Country Appendix also includes information regarding exchange controls and certain other issues of which the Grantee should be aware with respect to the Grantee’s participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of January 2017 . Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Grantee not rely on the information in this Country Appendix as the only source of information relating to the consequences of the Grantee’s participation in the Plan because the information may be out of date at the time that the PSUs vest, or Stock is delivered in settlement of the PSUs, or the Grantee sells any Stock acquired under the Plan.

Terms and Conditions Applicable to All Non-U.S. Jurisdictions

English Language . The Grantee acknowledges and agrees that it is the Grantee’s express intent that this Agreement, the Plan and all other documents, rules, procedures, forms, notices and legal proceedings entered into, given or instituted pursuant to the PSU Award, be drawn up in English. If the Grantee has received this Agreement, the Plan or any other rules, procedures, forms or documents related to the PSU Award translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version will control.

Repatriation; Compliance with Laws; Insider Trading . The Grantee agrees, as a condition of the grant of the PSU Award, to repatriate all payments attributable to the Award and/or cash acquired under the Plan (including, but not limited to, dividends, dividend equivalents, and any proceeds derived from the sale of the Stock acquired pursuant to the Agreement) in accordance with all foreign exchange rules and regulations applicable to Grantee. The Company and the Administrator reserve the right to impose other requirements on Grantee’s participation in the Plan, on the PSUs

and on any Stock acquired or cash payments made pursuant to the Agreement, to the extent the Company, its Affiliates or the Administrator determines it is necessary or advisable in order to comply with local law or to facilitate the administration of the Plan, and to require Grantee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. Further, the Grantee agrees to take any and all actions as may be required to comply with Grantee’s personal legal and tax obligations under all laws, rules and regulations applicable to the Grantee. Finally, depending on Grantee's country of residence, Grantee may be subject to insider trading restrictions or market abuse laws, which may affect Grantee's ability to acquire or sell Stock or rights to Stock (e.g., PSUs) under the Plan during such times as Grantee is considered to have “inside information” regarding the Company (as defined by the laws in the Grantee's country). Any restrictions under these insider trading or market abuse laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. Neither the Company, nor its Affiliates will be liable for any fines or penalties that Grantee may incur as a result of Grantee's failure to comply with any applicable laws. Grantee should be aware that securities, exchange control, insider trading and other laws may change frequently and often without notice. Grantee is hereby advised to confirm the legal obligations that may arise from Grantee's participation in the Plan with a qualified advisor.

Commercial Relationship . The Grantee expressly recognizes that the Grantee’s participation in the Plan and the Company’s Award grant does not constitute an employment relationship between the Grantee and the Company. The Grantee has been granted PSUs as a consequence of the commercial relationship between the Company and the Company’s Affiliate that employs the Grantee, and the Company’s Affiliate the Grantee’s sole employer. Based on the foregoing, (a) the Grantee expressly recognizes the Plan and the benefits the Grantee may derive from participation in the Plan do not establish any rights between the Grantee and the Affiliate that employs the Grantee, (b) the Plan and the benefits the Grantee may derive from participation in the Plan are not part of the employment conditions and/or benefits provided by the Affiliate that employs the Grantee, and (c) any modifications or amendments of the Plan by the Company or the Administrator, or a termination of the Plan by the Company, shall not constitute a change or impairment of the terms and conditions of the Grantee’s employment with the Affiliate that employs the Grantee.

Private Placement . The grant of the Award is not intended to be a public offering of securities in the Grantee’s country of residence and/or employment but instead is intended to be a private placement. As a private placement, the Company has not submitted any registration statement, prospectus or other filings with the local securities authorities (unless otherwise required under local law), and the grant of the PSU Award is not subject to the supervision of the local securities authorities.

Additional Acknowledgements . The GRANTEE also acknowledges and agrees to the following:

 All decisions with respect to future Awards or other grants, if any, will be at the sole discretion of the Company.

 The future value of the Stock is unknown and cannot be predicted with certain ty.

 Grantee's participation in the Plan is voluntary.

 No claim or entitlement to compensation or damages arises from the forfeiture of the Award or any of the PSUs, the termination of the Plan, or the diminution in value of the PSUs or Stock, and the Grantee irrevocably releases the Company, its Affiliates, the Administrator and their affiliates from any such claim that may aris e.

 Neither the Company nor its Affiliates shall be liable for any foreign exchange rate fluctuation between Grantee's local currency and the U.S. Dollar that may affect the value of the PSUs or of any amounts due to Grantee pursuant to the settlement of the PSUs or the subsequent sale of any Stock acquired upon settlement.

 None of the Company, its Affiliates, nor the Administrator is providing any tax, legal or financial advice or making any recommendations regarding the Grantee’s participation in the Plan, the grant, vesting or settlement of the Grantee’s PSUs, or the Grantee’s acquisition or sale of the Stock delivered in settlement of the PSUs. The Grantee is hereby advised to consult with his own personal tax, legal and financial advisors regarding his participation in the Plan before taking any action related to the Plan.

SWITZERLAND

Notifications

Securities Law Information . The PSUs are not intended to be publicly offered in or from Switzerland. Neither this document nor any other materials relating to the Plan (i) constitutes a prospectus as such term is understood pursuant to article 652a of the Swiss Code of Obligations (ii) may be publicly distributed nor otherwise made publicly available in Switzerland or (iii) have been or will be filed with, approved or supervised by any Swiss regulatory authority, including the Swiss Financial Market Authority (FINMA).

UNITED KINGDOM

Terms and Conditions

Tax Loan . Notwithstanding any provisions in the Agreement, if payment or withholding of the income tax due in connection with the PSUs is not made within ninety (90) days of the event giving rise to the income tax liability or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003 (the “Due Date”), the amount of any uncollected income tax paid by the Grantee's employer shall constitute a loan owed to employer by the Grantee, effective as of the Due Date. The Grantee acknowledges and agrees that the loan will bear interest at the then-current official rate of Her Majesty’s Revenue & Customs (“HMRC”), it shall be immediately due and repayable, and the Company or the Grantee's employer may recover it at any time thereafter by any of the means referred to the Agreement or otherwise. Notwithstanding the foregoing, if the Grantee is a director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), the Grantee shall not be eligible for a loan from the Company or the Grantee's employer to cover the income tax liability. In the event that the Grantee is a director or executive officer of the Company and the income tax is not collected from or paid by the Grantee by the Due Date, the payment of any uncollected income tax and employee national insurance contributions ( “NICs” ) by the Grantee's employer may constitute a benefit to the Grantee (the “Tax Benefit” ) on which additional income tax and NICs will be payable. If the Grantee is a director or executive officer of the Company, the Grantee will be responsible for paying and reporting any income tax due on the Tax Benefit directly to HMRC under the self-assessment regime, and the Grantee's employer will hold the Grantee liable for the Tax Benefit and the cost of any employee NICs due on the Tax Benefit that the Company or the Grantee's employer was obligated to pay and paid. The Company or the Grantee's employer (as applicable) may recover the Tax Benefit and the cost of any such employee NICs from the Grantee at any time by any of the means referred to in the Agreement.

***

Exhibit 10.5

Name:	[●]
Number of Restricted Stock Units subject to Award:	[●]
Date of Grant:	[●]

TRINSEO S.A.

2014 Omnibus Incentive Plan

RESTRICTED STOCK UNIT AGREEMENT

2. Meaning of Certain Terms . Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.

4. Vesting, etc .

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is the number of full months occurring between the Grant Date and the Grantee’s date of Employment termination, and the denominator of which is thirty-six (36).

(c) If, within the twenty-four (24)-month period following the occurrence of a Change in Control (as defined below), the Grantee’s Employment is terminated by the Company other than for Cause, upon such termination and in lieu of the treatment provided for in Section 4(b)(iii) above, the Award, to the extent then outstanding, will immediately vest in full as to the total number of Restricted Stock Units subject to the Award.

i. For purposes of this Agreement, “Change in Control” means the first to occur of any of the following events:

2. the consummation of the merger or consolidation of the Company with any other company, other than (i) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any subsidiary of the Company, more than 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) after which no “person” “beneficially owns” (with the determination of such “beneficial ownership” on the same

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basis as set forth in clause (1) of this definition) securities of the Company or the surviving entity of such merger or consolidation representing 50% or more of the combined voting power of the securities of the Company or the surviving entity of such merger or consolidation; or

3. the complete liquidation of the Company or the sale or disposition by the Company of all or substantially all of the Company’s assets.

6. Forfeiture; Recovery of Compensation . By accepting the Award the Grantee expressly acknowledges and agrees that his or her rights (and those of any permitted transferee) under the Award or to any Stock acquired under the Award or any proceeds from the disposition thereof, are subject to Section 6(a)(5) of the Plan (including any successor provision). Nothing in the preceding sentence shall be construed as limiting the general application of Section 11 of this Agreement.

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7. Nontransferability . Neither the Award nor the Restricted Stock Units may be transferred except at death in accordance with Section 6(a)(3) of the Plan.

(i) withholding from the Grantee’s wages/salary or other cash compensation paid to the Grantee by the Company and/or its Affiliates; or

(iii) withholding in Stock to be issued upon vesting/settlement of the Restricted Stock Units provided, however, that if the Grantee is a Section 16 officer of the Company under the U.S. Securities and Exchange Act of 1934, as amended, then the Company will withhold in shares of Stock upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i) and (ii) above.

To avoid negative accounting treatment, the Company and/or its Affiliates may withhold or account for Tax-Related Items by considering applicable minimum statutory

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withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in Stock, for tax purposes, the Grantee is deemed to have been issued the full number of shares of Stock attributable to the vested Restricted Stock Units, notwithstanding that a number of share are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Grantee’s participation in the Plan.

By accepting this grant of Restricted Stock Units, the Grantee expressly consents to the methods of withholding Tax-Related Items by the Company and/or its Affiliates as set forth herein, including the withholding of Stock and the withholding from the Grantee's wages/salary or other amounts payable to the Grantee. All other Tax-Related Items related to the Restricted Stock Units and any Stock delivered in satisfaction thereof are the Grantee's sole responsibility.

9. Other Tax Matters .

10. Effect on Employment . Neither the grant of the Restricted Stock Units, nor the delivery of Stock upon vesting of any portion thereof, will give the Grantee any right

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to be retained in the employ or service of the Company or any of its Affiliates, affect the right of the Company or any of its Affiliates to discharge or discipline such Grantee at any time, or affect any right of such Grantee to terminate his or her Employment at any time.

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withdrawal of consent may affect his or her ability to vest in or realize benefits from the Restricted Stock Units, and his or her ability to participate in the Plan. For more information on the consequences of refusal to consent or withdrawal of consent, the Grantee understands that he or she may contact his or her local human resources representative.

[Signature page follows.]

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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer.


		TRINSEO S.A.


		By:
		Name:	Christopher D. Pappas
		Title:	President and Chief Executive Officer


Dated: [DATE]


Acknowledged and Agreed:


By
	[Grantee’s Name]

Signature Page to Restricted Stock Unit Agreement

COUNTRY APPENDIX

ADDITIONAL TERMS AND CONDITIONS TO RESTRICTED STOCK UNIT AGREEMENT

Notifications

Terms and Conditions Applicable to All Non-U.S. Jurisdictions

Additional Acknowledgements . The GRANTEE also acknowledges and agrees to the following:

 All decisions with respect to future Awards or other grants, if any, will be at the sole

discretion of the Company.

 The future value of the Stock is unknown and cannot be predicted with certain ty.

 Grantee's participation in the Plan is voluntary.

BELGIUM

Notifications

FRANCE

Notifications

GERMANY

Notifications

HONG KONG

Terms and Conditions

INDIA

Notifications

INDONESIA

Notifications

NETHERLANDS

Notifications

Securities Law Information . The Grantee should be aware of Dutch insider trading rules which may impact the sale of Stock issued to the Grantee upon settlement of the Restricted Stock Units. In particular, the Grantee may be prohibited from effectuating certain transactions if the Grantee has inside information about the Company. Under Article 5:56 of the Dutch Financial Supervision Act, anyone who has “insider information” related to an issuing company is prohibited from effectuating a transaction in securities in or from the Netherlands. “Insider information” is defined as knowledge of specific information concerning the issuing company to which the securities relate or the trade in securities issued by such company, which has not been made public and which, if published, would reasonably be expected to affect the share price, regardless of the development of the price. The insider could be any employee of a Affiliate in the Netherlands who has inside information as described herein. Given the broad scope of the definition of inside information, certain employees working at the Company’s Affiliate in the Netherlands may have inside information and, thus, would be prohibited from effectuating a transaction in securities in the Netherlands at a time when they have such inside information. If the Grantee is uncertain whether the insider-trading rules apply to the Grantee, the Grantee should consult his personal legal advisor.

SINGAPORE

Notifications

SPAIN

Notifications

documents evidencing the grant of the Restricted Stock Units have not been, nor will they be, registered with the Comisión Nacional del Mercado de Valores (the Spanish securities regulator), and none of those documents constitutes a public offering prospectus.

When receiving foreign currency payments derived from the ownership of Stock ( i.e., dividends or sale proceeds) exceeding €50,000, the Grantee must inform the financial institution receiving the payment of the basis upon which such payment is made. The Grantee will need to provide the institution with the following information: (i) the Grantee’s name, address, and tax identification number; (ii) the name and corporate domicile of the Company; (iii) the amount of the payment; the currency used; (iv) the country of origin; (v) the reasons for the payment; and (vi) further information that may be required. After such foreign currency payments are initially reported, the reporting obligation will only apply for subsequent years if the value of any previously-reported rights or assets increases by more than €20,000. If reporting is required, the Grantee must file the report on form 720 by March 31 following the end of the relevant year.

Terms and Conditions

Nature of Award . In accepting the grant of Restricted Stock Units, the Grantee acknowledges that he or she consents to participation in the Plan and has received a copy of the Plan.

or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of Restricted Stock Units shall be null and void.

SWITZERLAND

Notifications

TAIWAN

Notifications

Terms and Conditions

TURKEY

Notifications

UNITED KINGDOM

Terms and Conditions

***

Exhibit 10.6

Name:	[●]
Number of Shares of Stock subject to Stock Option:	[●]
Exercise Price Per Share:	[●]
Date of Grant:	[●]

TRINSEO S.A.

2014 OMNIBUS INCENTIVE PLAN

NON-STATUTORY STOCK OPTION AGREEMENT

2. Meaning of Certain Terms . Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.

3. Vesting; Method of Exercise; Treatment of the Stock Option Upon Termination of Employment .

that the Stock Option is then exercisable, subject in each case to the terms of the Plan. Unless earlier terminated, forfeited, relinquished or expired, the Stock Option shall vest as to one-third (1/3) of the Shares subject to the Stock Option on each of the first, second and third anniversaries of the Date of Grant (each, a “vesting anniversary date” and the third anniversary of the Date of Grant, the “final vesting anniversary date”). The number of Shares that vest on any of the foregoing dates will be rounded down to the nearest whole Share, with the Stock Option becoming vested as to 100% of the Shares on the final vesting anniversary date. Notwithstanding the foregoing, Shares subject to the Stock Option shall not vest on any vesting anniversary date unless the Optionee has remained in continuous Employment from the Date of Grant through such vesting anniversary date.

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(c) Treatment of the Stock Option Upon Termination of Employment . Except as provided in clauses (i)-(iv) below and Section 3(d) of this Agreement, if the Optionee’s Employment terminates, the Stock Option, to the extent not already vested, will be immediately forfeited upon such termination. Following termination of the Optionee’s Employment, any vested portion of the Stock Option that is then outstanding, including for the avoidance of doubt any portion of the Stock Option that vests as provided in clauses (ii)-(iv) below or Section 3(d) of this Agreement, will be treated as follows:

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Option, if any, that was vested as of immediately prior to the termination of the Optionee’s Employment due to his or her death or by the Company due to his or her Permanent Disability, will remain exercisable until the earlier of (A) the first anniversary of the Optionee’s death or the first anniversary of the date the Optionee’s Employment is terminated due to his or her Permanent Disability, as applicable or (B) the Final Exercise Date, and except to the extent previously exercised as permitted by this Section 3(c)(iii) will thereupon immediately terminate.

(d) Treatment of the Stock Option Following a Change in Control . If, within the twenty-four (24)-month period following the occurrence of a Change in Control (as defined below), the Optionee’s Employment is terminated by the Company other than for Cause, upon such termination and in lieu of the treatment provided for in Section 3(c)(iv) above, the Stock Option, to the extent then outstanding and unvested, shall immediately vest as to all of the then unvested Shares. Any Stock Option that vests in accordance with this Section 3(d), together with the portion of the Stock Option, if any, that was vested as of immediately prior to the termination of the Optionee’s

-4-

Employment, will remain exercisable until the earlier of (A) the date that is six months following the date of the Optionee’s termination of Employment, or (B) the Final Exercise Date, and except to the extent previously exercised as permitted by this Section 3(d) will thereupon immediately terminate.

(i) For purposes of this Agreement, “Change in Control” means the first to occur of any of the following events:

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(C) the complete liquidation of the Company or the sale or disposition by the Company of all or substantially all of the Company’s assets.

4. Forfeiture; Recovery of Compensation .

5. Transfer of Stock Option . The Stock Option may not be transferred except as expressly permitted under Section 6(a)(3) of the Plan.

Prior to any relevant taxable or tax withholding event, as applicable, the Optionee will pay or make adequate arrangements satisfactory to the Company and/or its Affiliates to satisfy all Tax-Related Items. In this regard, the Optionee authorizes the Company and/or its Affiliates, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:

(i) withholding from the Optionee’s wages/salary or other cash compensation paid to the Optionee by the Company and/or its Affiliates; or

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To avoid negative accounting treatment, the Company and/or its Affiliates may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in Stock, for tax purposes, the Optionee is deemed to have been transferred the full number of shares of Stock attributable to the Stock Option at exercise, notwithstanding that a number of share are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Optionee’s participation in the Plan.

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In the event of any conflict between the terms of this Agreement and the Plan, the terms of the Plan shall control.

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consequences of refusal to consent or withdrawal of consent, the Optionee understands that he or she may contact his or her local human resources representative.

[Signature page follows]

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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer.

	TRINSEO S.A.


	By:
	Name:		Christopher D. Pappas
	Title:		President and Chief Executive Officer


Dated:		[DATE]

Acknowledged and Agreed:


By
	[Optionee’s Name]

Signature Page to Non-Statutory Stock Option Agreement

COUNTRY APPENDIX

ADDITIONAL TERMS AND CONDITIONS TO NON-STATUTORY STOCK OPTION AGREEMENT

Notifications

Terms and Conditions Applicable to All Non-U.S. Jurisdictions

Repatriation; Compliance with Laws; Insider Trading . The Optionee agrees, as a condition of the grant of the Stock Option, to repatriate all payments attributable to the Stock Option and/or cash

Additional Acknowledgements . The OPTIONEE also acknowledges and agrees to the following:

All decisions with respect to future Awards or other grants, if any, will be at the sole discretion of the Company.

 The future value of the Stock is unknown and cannot be predicted with certain ty.

 Optionee's participation in the Plan is voluntary.

 Unless otherwise agreed with the Company in writing, the Award and the Stock subject to the Award, and the income and value of same, are not granted as consideration for, or in connection with, any service Optionee may provide as a director of the Company or its Affiliates.

BELGIUM

Notifications

GERMANY

Notifications

HONG KONG

Terms and Conditions

Wages . The Stock Option and Shares underlying the Stock Option do not form part of the Optionee's wages for the purposes of calculating any statutory or contractual payments under Hong Kong law.

NETHERLANDS

Notifications

SWITZERLAND

Notifications

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Christopher D. Pappas, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Trinseo S.A.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 3, 2017


	By:	/s/ Christopher D. Pappas
	Name:	Christopher D. Pappas
	Title:	Chief Executive Officer

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Barry J. Niziolek, certify that:

I have reviewed this quarterly report on Form 10-Q of Trinseo S.A.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 3, 2017

J.

	By:	/s/ Barry J. Niziolek
	Name:	Barry J. Niziolek
	Title:	Chief Financial Officer

Exhibit 32.1

Certification of CEO Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the quarterly report of Trinseo S.A. (the “Company”) on Form 10-Q for the period ended March 31, 2017 (the “Report”), as filed with the Securities and Exchange Commission on the date hereof, I, the undersigned, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:

(1) The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 3, 2017



	By:	/s/ Christopher D. Pappas
	Name:	Christopher D. Pappas
	Title:	Chief Executive Officer

Exhibit 32.2

Certification of CFO Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(1)

The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 3, 2017

J.


	By:	/s/ Barry J. Niziolek
	Name:	Barry J. Niziolek
	Title:	Chief Financial Officer