10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MarkOne)

☒QUARTERLYREPORTPURSUANTTOSECTION13OR15(d)OFTHESECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2015

or

◻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 Company is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	◻	Accelerated filer	◻
Non-accelerated filer	☒  (Do not check if a smaller reporting company)	Smaller reporting company	◻

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 August 6, 2015, there were 48,777,934 shares of the registrant’s ordinary shares outstanding.

TABLE OF CONTENTS

		Page
Part I	Financial Information
Item 1.	Financial Statements	4
	Condensed Consolidated Balance Sheets as of June 30, 2015 and December 31, 2014 (Unaudited)	4
	Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2015 and 2014 (Unaudited)	5
	Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended June 30, 2015 and 2014 (Unaudited)	6
	Condensed Consolidated Statements of Shareholders’ Equity for the six months ended June 30, 2015 and 2014 (Unaudited)	7
	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2015 and 2014 (Unaudited)	8
	Notes to Condensed Consolidated Financial Statements (Unaudited)	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	47
Item 4.	Controls and Procedures	47
Part II	Other Information
Item 1.	Legal Proceedings	48
Item 1A.	Risk Factors	48
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	48
Item 3.	Defaults Upon Senior Securities	48
Item 4.	Mine Safety Disclosures	48
Item 5.	Other Information	48
Item 6.	Exhibits	48
Signatures
Exhibit Index

2

Trinseo S.A.

Quarterly Report on Form 10-Q

For the quarterly period ended June 30, 2015

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 and as required by context, may also include our business as owned by our predecessor, The Dow Chemical Company, for any dates prior to June 17, 2010. 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 our formation, our business was wholly owned by The Dow Chemical Company. We refer to our predecessor business as “the Styron business.” On June 17, 2010, investment funds advised or managed by affiliates of Bain Capital Partners, LLC (“Bain Capital”) acquired the Styron business and Dow Europe Holding B.V., which we refer to as “Dow Europe,” or, together with other affiliates of The Dow Chemical Company, “Dow,” retained an ownership interest in the Styron business through an indirect ownership interest in us. We refer to our acquisition by Bain Capital as the “Acquisition.”

In the first quarter of 2015, we completed a rebranding process to change our operating name and legal entities from “Styron” to “Trinseo,”  a name that we believe reflects our breadth as a company with broad global reach and a diverse portfolio of materials and technologies.

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, 2014 (“Annual Report”) filed with the Securities and Exchange Commission (“SEC”) on March 10, 2015 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.

Where You Can Find Additional Information

Our website is www.trinseo.com. Information contained on our website is not part of this Quarterly Report. Information that we file with or furnish to the SEC, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to or exhibits included in these reports are available for download, free of charge, on our website soon after such reports are filed with or furnished to the SEC. These reports and other information, including exhibits filed or furnished therewith, are also available at the SEC’s website at www.sec.gov. You may also obtain and copy any document we file with or furnish to the SEC at the SEC’s public reference room at 100 F Street, NE, Washington, D.C. 20549. You may obtain information on the operation of the SEC’s public reference facilities by calling the SEC at 1-800-SEC-0330. You may request copies of these documents, upon payment of a duplicating fee, by writing to the SEC at its principal office at 100 F Street, NE,Washington, D.C. 20549.

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PART I —FINANCIAL INFORMATION

Item 1. Financial Statements

TRINSEO S.A.

Condensed Consolidated Balance Sheets  

(In thousands, except per share data)

(Unaudited)

	June 30,		December 31,
	2015		2014
Assets
Current assets
Cash and cash equivalents	$	231,105	$	220,786
Accounts receivable, net of allowance for doubtful accounts (June 30, 2015 -- $4,939; December 31, 2014 -- $6,268)		605,338		601,066
Inventories		406,797		473,861
Deferred income tax assets		10,682		11,786
Other current assets		12,764		15,164
Total current assets		1,266,686		1,322,663
Investments in unconsolidated affiliates		200,206		167,658
Property, plant and equipment, net of accumulated depreciation (June 30, 2015 -- $340,590; December 31, 2014 -- $324,383)		521,188		556,697
Other assets
Goodwill		31,786		34,574
Other intangible assets, net		150,360		165,358
Deferred income tax assets—noncurrent		59,331		46,812
Deferred charges and other assets		59,499		62,354
Total other assets		300,976		309,098
Total assets	$	2,289,056	$	2,356,116
Liabilities and shareholders’ equity
Current liabilities
Short-term borrowings and current portion of long-term debt	$	6,208	$	7,559
Accounts payable		399,911		434,692
Income taxes payable		27,032		9,413
Deferred income tax liabilities		1,432		1,413
Accrued expenses and other current liabilities		91,036		120,928
Total current liabilities		525,619		574,005
Noncurrent liabilities
Long-term debt		1,214,991		1,194,648
Deferred income tax liabilities—noncurrent		28,987		27,311
Other noncurrent obligations		231,606		239,287
Total noncurrent liabilities		1,475,584		1,461,246
Commitments and contingencies (Note 10)
Shareholders’ equity
Common stock, $0.01 nominal value, 50,000,000 shares authorized at June 30, 2015 and December 31, 2014, 48,778 and 48,770 shares issued and outstanding at June 30, 2015 and December 31, 2014, respectively		488		488
Additional paid-in-capital		553,749		547,530
Accumulated deficit		(113,476)		(151,936)
Accumulated other comprehensive loss		(152,908)		(75,217)
Total shareholders’ equity		287,853		320,865
Total liabilities and shareholders’ equity	$	2,289,056	$	2,356,116

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

4

TRINSEO S.A.

Condensed Consolidated Statements of Operations  

(In thousands, except per share data)

(Unaudited)

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2015		2014		2015		2014
Net sales	$	1,028,673	$	1,340,935	$	2,046,938	$	2,700,067
Cost of sales		886,536		1,248,525		1,801,722		2,509,028
Gross profit		142,137		92,410		245,216		191,039
Selling, general and administrative expenses		50,739		74,208		102,514		124,238
Equity in earnings of unconsolidated affiliates		40,841		5,378		77,548		20,328
Operating income		132,239		23,580		220,250		87,129
Interest expense, net		25,600		32,602		54,456		65,420
Loss on extinguishment of long-term debt		95,150		—		95,150		—
Other expense, net		3,233		30,149		6,784		31,044
Income (loss) before income taxes		8,256		(39,171)		63,860		(9,335)
Provision for income taxes		7,500		5,450		25,400		18,200
Net income (loss)	$	756	$	(44,621)	$	38,460	$	(27,535)
Weighted average shares- basic		48,771		38,912		48,770		38,096
Net income (loss) per share- basic	$	0.02	$	(1.15)	$	0.79	$	(0.72)
Weighted average shares- diluted		48,907		38,912		48,896		38,096
Net income (loss) per share- diluted	$	0.02	$	(1.15)	$	0.79	$	(0.72)

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

5

TRINSEO S.A.

Condensed Consolidated Statements of Comprehensive Income (Loss)  

(In thousands, unless otherwise stated)

(Unaudited)

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2015		2014		2015		2014
Net income (loss)	$	756	$	(44,621)	$	38,460	$	(27,535)
Other comprehensive income (loss), net of tax (tax amounts shown in millions below for the three and six months ended June 30, 2015 and 2014, respectively):
Cumulative translation adjustments		35,241		(8,927)		(78,914)		(10,352)
Net loss on foreign exchange cash flow hedges (net of tax of: 2015—$(0.1) and $0.0; 2014—$0.0 and $0.0)		(1,440)		—		(405)		—
Pension and other postretirement benefit plans (net of tax of: 2015—$0.3 and $0.7; 2014—$0.2 and $0.3)		791		336		1,628		580
Total other comprehensive income (loss), net of tax		34,592		(8,591)		(77,691)		(9,772)
Comprehensive income (loss)	$	35,348	$	(53,212)	$	(39,231)	$	(37,307)

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

6

TRINSEO S.A.

Condensed Consolidated Statements of Shareholders’ Equity  

(In thousands)

(Unaudited)

						Accumulated
				Additional		Other
	Common Stock			Paid-In		Comprehensive		Accumulated
	Shares	Amount		Capital		Income (Loss)		Deficit		Total
Balance at December 31, 2014	48,770	$	488	$	547,530	$	(75,217)	$	(151,936)	$	320,865
Net income	—		—		—		—		38,460		38,460
Other comprehensive loss	—		—		—		(77,691)		—		(77,691)
Stock-based compensation	8		—		6,219		—		—		6,219
Balance at June 30, 2015	48,778	$	488	$	553,749	$	(152,908)	$	(113,476)	$	287,853
Balance at December 31, 2013	37,270	$	373	$	339,055	$	88,378	$	(84,604)	$	343,202
Issuance of common stock	11,500		115		198,479		—		—		198,594
Net loss	—		—		—		—		(27,535)		(27,535)
Other comprehensive loss	—		—		—		(9,772)		—		(9,772)
Stock-based compensation	—		—		5,120		—		—		5,120
Balance at June 30, 2014	48,770	$	488	$	542,654	$	78,606	$	(112,139)	$	509,609

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

7

TRINSEO S.A.

Condensed Consolidated Statements of Cash Flows  

(In thousands)

(Unaudited)

	Six Months Ended
	June 30,
	2015		2014
Cash flows from operating activities
Net income (loss)	$	38,460	$	(27,535)
Adjustments to reconcile net income (loss) to net cash provided by operating activities
Depreciation and amortization		44,281		50,941
Amortization of deferred financing costs and issuance discount		4,478		5,067
Deferred income tax		(10,617)		7,453
Stock-based compensation		6,219		5,120
Earnings of unconsolidated affiliates, net of dividends		(32,552)		(7,829)
Unrealized net losses on foreign exchange forward contracts		(7,747)		—
Loss on extinguishment of debt		95,150		—
Prepayment penalty on long-term debt		(68,603)		—
Loss (gain) on sale of businesses and other assets		—		(116)
Changes in assets and liabilities
Accounts receivable		(40,431)		(59,874)
Inventories		45,892		1,505
Accounts payable and other current liabilities		(12,134)		34,029
Income taxes payable		17,821		222
Other assets, net		(415)		(1,153)
Other liabilities, net		(5,056)		34
Cash provided by operating activities		74,746		7,864
Cash flows from investing activities
Capital expenditures		(43,594)		(55,744)
Proceeds from capital expenditures subsidy		2,191		—
Proceeds from the sale of businesses and other assets		689		5,434
Payment for working capital adjustment from sale of business		—		(700)
Distributions from unconsolidated affiliates		—		978
Cash used in investing activities		(40,714)		(50,032)
Cash flows from financing activities
Proceeds from initial public offering, net of offering costs		—		199,152
Deferred financing fees		(27,661)		—
Short term borrowings, net		(15,823)		(29,402)
Net proceeds from issuance of Term Loan B		498,750		—
Net proceeds from issuance of 2022 Senior Notes		716,625		—
Repayments of 2019 Senior Notes		(1,192,500)		—
Proceeds from Accounts Receivable Securitization Facility		25,000		178,603
Repayments of Accounts Receivable Securitization Facility		(25,000)		(179,170)
Cash provided by (used in) financing activities		(20,609)		169,183
Effect of exchange rates on cash		(3,104)		26
Net change in cash and cash equivalents		10,319		127,041
Cash and cash equivalents—beginning of period		220,786		196,503
Cash and cash equivalents—end of period	$	231,105	$	323,544

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

8

TRINSEO S.A.

Notes to Condensed Consolidated Financial Statements  

(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 June 30, 2015 and 2014 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 2014 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 10, 2015.

The December 31, 2014 condensed consolidated balance sheet data presented herein was derived from the Company’s December 31, 2014 audited consolidated financial statements, but does not include all disclosures required by GAAP for annual periods.

Reverse Stock Split and Initial Public Offering

On May 30, 2014, the Company amended its Articles of Association to effect a 1-for-436.69219 reverse stock split of its issued and outstanding common stock (“reverse split”) and to increase its authorized shares to 50.0 billion. On June 17, 2014, the Company completed an initial public offering (the “IPO”) of 11,500,000 ordinary shares at a price of $19.00 per share, which included 1,500,000 of shares sold pursuant to the underwriters’ exercise of their over-allotment option. The Company received cash proceeds of $203.2 million from this transaction, net of underwriting discounts.

Company Realignment

Until January 1, 2015, the chief executive officer, who is the Company’s chief operating decision maker, managed the Company’s operations under two divisions, Emulsion Polymers and Plastics, which included the following four reporting segments: Latex, Synthetic Rubber, Styrenics, and Engineered Polymers. Effective January 1, 2015, the Company was reorganized under two new divisions called Performance Materials and Basic Plastics & Feedstocks. The Performance Materials division now includes the following reporting segments: Synthetic Rubber, Latex, and Performance Plastics. The Basic Plastics & Feedstocks division represents a separate segment for financial reporting purposes. These condensed consolidated financial statements and related notes thereto have been recast to reflect this change in reporting segments. See Note 14 for more information.

NOTE 2—RECENT ACCOUNTING GUIDANCE

In April 2014, the Financial Accounting Standards Board (“FASB”) issued amendments to guidance for reporting discontinued operations and disposals of components of an entity. The amended guidance requires that a disposal representing a strategic shift that has (or will have) a major effect on an entity’s financial results or a business activity classified as held for sale should be reported as discontinued operations. The amendments also expand the disclosure requirements for discontinued operations and add new disclosures for individually significant dispositions that do not qualify as discontinued operations. The Company adopted this guidance effective January 1, 2015, and the adoption did not have a significant impact on the Company’s financial position, results of operations, or disclosures.

In May 2014, the FASB and the International Accounting Standards Board (“IASB”) jointly issued new 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

9

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. This guidance is effective for public entities for annual and interim periods beginning after December 15, 2017.  The Company is currently assessing the impact of adopting this guidance on its financial statements and results of operations.

In January 2015, the FASB issued guidance to simplify income statement classification by removing the concept of extraordinary items from GAAP. The Company adopted this guidance effective January 1, 2015, and the adoption did not have a significant impact on the Company’s financial position or results of operations.

In April 2015, the FASB issued guidance that requires debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying value of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected. This new guidance, which is to be applied on a retrospective basis, is effective for public companies for annual and interim periods beginning after December 31, 2015, with early adoption permitted. The Company will adopt this guidance effective January 1, 2016. The Company is currently assessing the impact of adopting this guidance on the statement of financial position.

NOTE 3—INVESTMENTS IN UNCONSOLIDATED AFFILIATES

The Company is supplemented by two strategic joint ventures, the results of which are included within the Basic Plastics & Feedstocks reporting segment: Americas Styrenics LLC (“Americas Styrenics”, a 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.

As of June 30, 2015 and December 31, 2014, respectively, the Company’s investment in Americas Styrenics was $164.4 million and $133.5 million, which was $100.6 million and $108.4 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 5.3 years as of June 30, 2015. The Company received dividends from Americas Styrenics of $30.0million and $45.0 million during the three and six months ended June 30, 2015, respectively, compared to dividends of $7.5 million and $12.5 million during the three and six months ended June 30, 2014, respectively.  

As of June 30, 2015 and December 31, 2014, respectively, the Company’s investment in Sumika Styron Polycarbonate was $35.8 million and $34.1 million, which was $21.0 million and $21.3 million greater than the Company’s 50% share of the underlying net assets of Sumika Styron Polycarbonate. This amount represents the fair value of certain identifiable assets which have not been recorded on the historical financial statements of Sumika Styron Polycarbonate. This difference is being amortized over the remaining useful life of the contributed assets of 10.3 years as of June 30, 2015. The Company received nodividends from Sumika Styron Polycarbonate during the three and sixmonths ended June 30, 2015, respectively, compared to dividends of zero and $1.0 million during the three and six months ended June 30, 2014, respectively.

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:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2015		2014		2015		2014
Sales	$	500,803	$	540,920	$	940,373	$	1,105,052
Gross profit	$	91,692	$	(2,529)	$	169,363	$	35,479
Net income	$	74,461	$	(11,026)	$	140,481	$	10,494

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NOTE 4—INVENTORIES

Inventories consisted of the following:

	June 30,		December 31,
	2015		2014
Finished goods	$	191,486	$	235,949
Raw materials and semi-finished goods		184,212		205,061
Supplies		31,099		32,851
Total	$	406,797	$	473,861

NOTE 5—GOODWILL AND INTANGIBLE ASSETS

Goodwill

The following table shows changes in the carrying amount of goodwill by segment from December 31, 2014 to June 30, 2015:

	Performance Materials
			Synthetic		Performance		Basic Plastics
	Latex		Rubber		Plastics		& Feedstocks		Total
Balance at December 31, 2014	$	13,815	$	9,461	$	3,243	$	8,055	$	34,574
Foreign currency impact		(1,113)		(763)		(262)		(650)		(2,788)
Balance at June 30, 2015	$	12,702	$	8,698	$	2,981	$	7,405	$	31,786

Other Intangible Assets

The following table provides information regarding the Company’s other intangible assets as of June 30, 2015 and December 31, 2014, respectively:

		June 30, 2015						December 31, 2014
	Estimated	Gross						Gross
	Useful Life	Carrying		Accumulated				Carrying		Accumulated
	(Years)	Amount		Amortization		Net		Amount		Amortization		Net
Developed technology	15	$	173,628	$	(58,127)	$	115,501	$	188,854	$	(56,782)	$	132,072
Manufacturing Capacity Rights	6		21,233		(4,304)		16,929		23,095		(2,809)		20,286
Software	5		13,628		(7,772)		5,856		13,177		(6,441)		6,736
Software in development	N/A		12,074		—		12,074		6,000		—		6,000
Other	N/A		—		—		—		264		—		264
Total		$	220,563	$	(70,203)	$	150,360	$	231,390	$	(66,032)	$	165,358

Amortization expense on other intangible assets totaled $4.4 million and $8.9 million for the three and six months ended June 30, 2015, respectively, and $5.1 million and $9.2 million for the three and six months ended June 30, 2014, respectively.

The following table details the Company’s estimated amortization expense for the next five years, excluding any

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amortization expense related to software currently in development:

Estimated Amortization Expense for the Next Five Years
Remainder of 2015	$	9,041
2016		17,530
2017		16,695
2018		16,003
2019		15,757
2020		12,412

NOTE 6—DEBT

Debt consisted of the following:

	June 30,		December 31,
	2015		2014
Senior Credit Facility
2020 Revolving Facility	$	—	$	—
2021 Term Loan B		498,777		—
2022 Senior Notes
USD Notes		300,000		—
Euro Notes		419,063		—
2019 Senior Notes		—		1,192,500
Accounts Receivable Securitization Facility		—		—
Other indebtedness		3,359		9,707
Total debt		1,221,199		1,202,207
Less: current portion		(6,208)		(7,559)
Total long-term debt	$	1,214,991	$	1,194,648

2018 Senior Secured Credit Facility

On June 17, 2010, the Company entered into a credit agreement, which was subsequently amended on February 2, 2011, July 28, 2011, February 13, 2012, August 9, 2012, January 19, 2013, and December 3, 2013 which was to mature in January 2018 (“2018 Senior Secured Credit Facility”).  The 2018 Senior Secured Credit Facility included a revolving credit facility (“2018 Revolving Facility”), which, as a result of the amendment in January 2013, included a borrowing capacity of $300.0 million. As of December 31, 2014, the Company had no amounts outstanding under the 2018 Revolving Facility.  

In May 2015, upon completion of the refinancing transactions discussed below, the Company terminated the 2018 Senior Secured Credit Facility.  Prior to this termination, the Company had no outstanding borrowings under the 2018 Revolving Facility. As a result of this termination, the Company recognized a $0.7 million loss on extinguishment of long term debt, comprised entirely of the write-off of a portion of the existing unamortized deferred financing fees related to the 2018 Revolving Facility.  The remaining unamortized deferred financing fees under the 2018 Revolving Facility totaled $7.2 million, which remained capitalized and will be amortized along with new deferred financing fees over the life of the new revolving credit facility, discussed in further detail below.  

Senior Credit Facility

On May 5, 2015, Trinseo Materials Operating S.C.A. and Trinseo Materials Finance, Inc. (together, the “Issuers” or the “Borrowers”), both wholly-owned subsidiaries of the Company, entered into a senior secured credit agreement (the “Credit Agreement”), which provides senior secured financing of up to $825.0 million (the “Senior Credit Facility”).  The Senior Credit Facility provides for senior secured financing consisting of a (i) $325.0 revolving credit facility, with a $25.0 million swingline subfacility and a $35.0 million letter of credit subfacility (the “2020 Revolving

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Facility”) maturing in May 2020 and (ii) $500.0 million senior secured term loan B facility maturing in November 2021 (the “2021 Term Loan B”). Amounts under the 2020 Revolving Facility are available in U.S. dollars and euros.

The 2021 Term Loan B bears an interest rate of LIBOR plus 3.25%, subject to a 1.00% LIBOR floor, and was issued at a 0.25% original issue discount.  Further, the 2021 Term Loan B requires scheduled quarterly payments in amounts equal to 0.25% of the original principal amount of the 2021 Term Loan B, with the balance to be paid at maturity. As of June 30, 2015, $5.0 million of these scheduled future payments were classified as current debt on the Company’s condensed consolidated balance sheet.

Loans under the 2020 Revolving Facility, at the Borrowers’ option, may be maintained as (a) LIBO rate loans, which bear interest at a rate per annum equal to the LIBO rate plus the applicable margin (as defined in the Credit Agreement), if applicable, or (b) base rate loans which shall bear interest at a rate per annum equal to the base rate plus the applicable margin (as defined in the Credit Agreement).  The Borrowers will be required to pay a quarterly commitment fee in respect of any unused commitments under the 2020 Revolving Facility equal to 0.50% per annum.

As of June 30, 2015, the Company had no outstanding borrowings, and had $313.2 million (net of $11.8 million outstanding letters of credit) of funds available for borrowings under the 2020 Revolving Facility.

The Senior Credit Facility is collateralized by a security interest in substantially all of the assets of Trinseo Materials Operating S.C.A., as lead borrower, Trinseo Materials Finance, Inc., as co-borrower, and the guarantors thereunder including Trinseo Materials S.à r.l., certain U.S. subsidiaries and certain foreign subsidiaries organized in Luxembourg, The Netherlands, Hong Kong, Singapore, Ireland, Germany and Switzerland.

The Senior Credit Facility requires the Borrowers and their restricted subsidiaries to comply with customary affirmative and negative covenants, including limitations on their abilities to incur liens; make certain loans and investments; incur additional debt; merge, consolidate liquidate or dissolve; transfer or sell assets; pay dividends and other distributions to shareholders or make certain other restricted payments; enter into transactions with affiliates; restrict any restricted subsidiary from paying dividends or making other distributions or agree to certain negative pledge clauses; materially alter the business we conduct; prepay certain other indebtedness; amend certain material documents; and change our fiscal year.

The 2020 Revolving Facility contains a financial covenant that requires compliance with a springing first lien net leverage ratio test. If the outstanding balance under the 2020 Revolving Facility exceeds 30% of the $325.0 million borrowing capacity (excluding undrawn letters of credit up to $10.0 million and cash collateralized letters of credit) at a quarter-end, then the Company’s first lien net leverage ratio may not exceed 2.00 to 1.00.  As of June 30, 2015, the Company was in compliance with all debt covenant requirements under the Senior Credit Facility.

Fees and expenses incurred in connection with the issuance of the 2021 Term Loan B and the 2020 Revolving Facility were $12.0 million and $0.3 million, respectively, which were capitalized and recorded in “Deferred charges and other assets” in the condensed consolidated balance sheets.

For the 2021 Term Loan B, deferred financing fees and the 0.25% debt discount are being amortized over its 6.5 year term using the effective interest method.  For the 2020 Revolving Facility, deferred financing fees (along with an additional $7.2 million of unamortized deferred financing fees from the 2018 Revolving Facility) are being amortized over its 5.0 year term using the straight-line method.  Amortization of deferred financing fees and debt discounts are recorded in “Interest expense, net” in the condensed consolidated statements of operations.

2019 Senior Notes

In January 2013, the Company issued $1,325.0 million 8.750% senior notes due to mature on February 1, 2019 (the “2019 Senior Notes”). In July 2014, using proceeds from the Company’s IPO (see Note 1), the Company redeemed $132.5 million in aggregate principal amount of the 2019 Senior Notes.

On May 13, 2015, using the net proceeds from the issuance of the 2021 Term Loan B, together with the net proceeds from the issuance of the 2022 Senior Notes (defined and discussed below) and available cash, the Company redeemed all outstanding borrowings under the 2019 Senior Notes, totaling $1,192.5 million in principal, together with a

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call premium of $68.6 million (with a redemption price of 103% on the first $132.5 million and 106.097% on the remaining balance) and accrued and unpaid interest thereon of $29.6 million.

As a result of this redemption, during the three months ended June 30, 2015, the Company recorded a loss on extinguishment of long-term debt of $94.5 million, which includes the above $68.6 million call premium and $25.9 million write-off of unamortized deferred financing fees related to the 2019 Senior Notes.

2022 Senior Notes

On May 5, 2015, the Issuers executed an indenture (the “Indenture”) pursuant to which they issued $300.0 million aggregate principal amount of 6.750% senior notes due May 1, 2022 (the “USD Notes”) and €375.0 million aggregate principal amount of 6.375% senior notes due May 1, 2022 (the “Euro Notes”, and together with the USD Notes, the “2022 Senior Notes”).  Interest on the 2022 Senior Notes is payable semi-annually on May 1 and November 1 of each year, commencing on November 1, 2015.

At any time prior to May 1, 2018, the Issuers may redeem the Euro Notes and/or the USD Notes in whole or in part, at their option at a redemption price equal to 100% of the principal amount of such notes plus the relevant applicable premium as of, and accrued and unpaid interest to, but not including, the redemption date. At any time and from time to time after May 1, 2018, the Issuers may redeem the Euro Notes and/or the USD Notes, in whole or in part, at a redemption price equal to the percentage of principal amount set forth below plus accrued and unpaid interest, if any, on the notes redeemed to, but not including, the redemption date:  

	Euro Notes		USD Notes
12-month period commencing May 1 in Year	Percentage		Percentage
2018	103.188	%	103.375	%
2019	101.594	%	101.688	%
2020 and thereafter	100.000	%	100.000	%

In addition, at any time prior to May 1, 2018, the Issuers may redeem up to 40% of the aggregate principal amount of each of the USD Notes and the Euro Notes, either together or separately, at a redemption price equal to 106.750% of the principal amount thereof for the USD Notes and 106.375% of the principal amount thereof for the Euro Notes plus, in each case, accrued and unpaid interest to, but not including, the redemption date, in an amount equal to the aggregate gross proceeds from certain equity offerings.

The 2022 Senior Notes are the Issuers’ senior unsecured obligations and rank equally in right of payment with all of the Issuers’ existing and future indebtedness that is not expressly subordinated in right of payment thereto. The 2022 Senior Notes will be senior in right of payment to any future indebtedness that is expressly subordinated in right of payment thereto and effectively junior to (a) the Issuers’ existing and future secured indebtedness, including the Company’s accounts receivable facility and the Issuers’ Senior Credit Facility (discussed above), to the extent of the value of the collateral securing such indebtedness and (b) all existing and future liabilities of the Issuers’ non-guarantor subsidiaries.

The Indenture contains customary covenants that, among other things, limit the Issuers’ and certain of their subsidiaries’ ability to incur additional indebtedness and guarantee indebtedness, pay dividends or make other distributions, make investments, or prepay certain indebtedness, each subject to a number of exceptions and qualifications. Certain of these covenants, will be suspended during any period of time that (1) the 2022 Notes have investment grade ratings (as defined in the Indenture) and (2) no default has occurred and is continuing under the Indenture. In the event that the 2022 Senior Notes are downgraded to below an investment grade rating, the Issuers and certain subsidiaries will again be subject to the suspended covenants with respect to future events. As of June 30, 2015, the Company was in compliance with all debt covenant requirements under the Indenture.

Fees and expenses incurred in connection with the issuance of the 2022 Senior Notes were $16.0 million, which were capitalized and recorded in “Deferred charges and other assets” in the condensed consolidated balance sheets, and are being amortized into “Interest expense, net” in the condensed consolidated statements of operations over their 7.0 year term using the effective interest method.  

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Accounts Receivable Securitization Facility

In May 2013, the Company amended its existing accounts receivable securitization facility (“Accounts Receivable Securitization Facility”) which increased its borrowing capacity from $160.0 million to $200.0 million, extended the maturity date to May 2016 and allows for the expansion of the pool of eligible accounts receivable to include previously excluded U.S. and Netherlands subsidiaries.

The Accounts Receivable Securitization Facility is subject to interest charges against the amount of outstanding borrowings as well as the amount of available, but undrawn borrowings. As a result of the amendment to the Accounts Receivable Securitization Facility, in regards to outstanding borrowings, fixed interest charges decreased from 3.25% plus commercial paper rates to 2.60% plus variable commercial paper rates. In regards to available, but undrawn borrowings, fixed interest charges decreased from 1.50% to 1.40%.  

As of June 30, 2015 and December 31, 2014, there were no amounts outstanding under the Accounts Receivable Securitization Facility, with approximately $147.3 million and $136.1 million, respectively, of accounts receivable available to support this facility, based on the pool of eligible accounts receivable.

NOTE 7—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 balance sheet 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 rates on our assets and liabilities denominated in certain foreign currencies. These derivative contracts are not designated for hedge accounting treatment.

As of June 30, 2015, the Company had open foreign exchange forward contracts with a notional U.S. dollar equivalent absolute value of $448.9 million. The following table displays the notional amounts of the most significant net foreign exchange hedge positions outstanding as of June 30, 2015.

	June 30,
Buy / (Sell)	2015
Euro	$	247,252
Chinese Yuan	$	(94,421)
Swiss Franc	$	(40,180)
Indonesian Rupiah	$	37,997
Japanese Yen	$	(8,385)

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 sells a designated amount of euros and buys U.S. dollars 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

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income (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 June 30, 2015 have maturities occurring over a period of 17 months, and have a net notional U.S. dollar equivalent of $153.0 million.

Net Investment Hedge

As of June 30, 2015, a portion of the Company’s debt consists of €375.0 million of Euro Notes (see Note 6 for details).  The Company has designated the principal amount of these Euro Notes as a hedge 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 loss of$2.4 million within accumulated other comprehensive loss as of June 30, 2015.

Summary of Derivative Instruments

Information regarding changes in the fair value of the Company’s derivative instruments, 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 June 30,								Statement of Operations
	2015		2014		2015		2014		Classification
Designated as Cash Flow Hedges
Foreign exchange cash flow hedges	$	(1,440)	$	—	$	76	$	—	Cost of sales
Total	$	(1,440)	$	—	$	76	$	—
Net Investment Hedges
Euro Notes	$	(2,438)	$	—	$	—	$	—	Other expenses, net
Total	$	(2,438)	$	—	$	—	$	—
Not Designated as Cash Flow Hedges
Foreign exchange forward contracts	$	—	$	—	$	7,264	$	—	Other expenses, net
Total	$	—	$	—	$	7,264	$	—

	Gain (Loss) Recognized in				Gain (Loss) Recognized in
	AOCI on Balance Sheet				Statement of Operations
	Six Months Ended June 30,								Statement of Operations
	2015		2014		2015		2014		Classification
Designated as Cash Flow Hedges
Foreign exchange cash flow hedges	$	(405)	$	—	$	76	$	—	Cost of sales
Total	$	(405)	$	—	$	76	$	—
Net Investment Hedges
Euro Notes	$	(2,438)	$	—	$	—	$	—	Other expenses, net
Total	$	(2,438)	$	—	$	—	$	—
Not Designated as Cash Flow Hedges
Foreign exchange forward contracts	$	—	$	—	$	(13,698)	$	—	Other expenses, net
Total	$	—	$	—	$	(13,698)	$	—

The Company recorded gains of $7.3 million and losses of $13.7 million during the three and six months ended June 30, 2015 from settlements and changes in the fair value of outstanding forward contracts (not designated as hedges). The gains and losses from these forward contracts offset net foreign exchange transaction losses of $10.4 million and gains of $7.6 million during the three and six month periods, respectively, 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.

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As of June 30, 2015, 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 $0.8 million net loss from other comprehensive income (loss) into earnings related to the Company’s outstanding cash flow hedges as of June 30, 2015 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:

	June 30, 2015						December 31, 2014
	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	$	3,302	$	812	$	4,114	$	298	$	—	$	298
Deferred charges and other assets		—		509		509		—		—		—
Total asset derivatives	$	3,302	$	1,321	$	4,623	$	298	$	—	$	298
Liability Derivatives:
Accounts payable	$	110	$	1,565	$	1,675	$	4,850	$	—	$	4,850
Other noncurrent obligations		—		380		380		—		—		—
Total liability derivatives	$	110	$	1,945	$	2,055	$	4,850	$	—	$	4,850

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 June 30, 2015
Derivative assets	$	5,453	$	(830)	$	4,623
Derivative liabilities		2,885		(830)		2,055
Balance at December 31, 2014
Derivative assets	$	2,037	$	(1,739)	$	298
Derivative liabilities		6,589		(1,739)		4,850

Refer to Notes 8 and 17 of the condensed consolidated financial statements for further information regarding the fair value of the Company’s derivative instruments and the related changes in accumulated other comprehensive income.

NOTE 8—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 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.

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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 June 30, 2015 and December 31, 2014.

	June 30, 2015
	Quoted Prices in		Significant		Significant
	Active Markets for		Other Observable		Unobservable
	Identical Items		Inputs		Inputs
Assets (Liabilities) at Fair Value	(Level 1)		(Level 2)		(Level 3)		Total
Foreign exchange forward contracts—Assets	$	—	$	3,302	$	—	$	3,302
Foreign exchange forward contracts—(Liabilities)		—		(110)		—		(110)
Foreign exchange cash flow hedges—Assets		—		1,321		—		1,321
Foreign exchange cash flow hedges—(Liabilities)		—		(1,945)		—		(1,945)
Total fair value	$	—	$	2,568	$	—	$	2,568

	December 31, 2014
	Quoted Prices in		Significant		Significant
	Active Markets for		Other Observable		Unobservable
	Identical Items		Inputs		Inputs
Assets (Liabilities) at Fair Value	(Level 1)		(Level 2)		(Level 3)		Total
Foreign exchange forward contracts—Assets	$	—	$	298	$	—	$	298
Foreign exchange forward contracts—(Liabilities)		—		(4,850)		—		(4,850)
Total fair value	$	—	$	(4,552)	$	—	$	(4,552)

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 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 June 30, 2015 and December 31, 2014, respectively:

	As of		As of
	June 30, 2015		December 31, 2014
2019 Senior Notes	$	—	$	1,212,045
2022 Senior Notes
USD Notes		304,875		—
Euro Notes		420,462		—
2021 Term Loan B		495,315		—
Total fair value	$	1,220,652	$	1,212,045

The fair value of the Company’s Term Loan B, USD Notes, Euro Notes, and 2019 Senior 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 June 30, 2015 and December 31, 2014.

NOTE 9—PROVISION FOR INCOME TAXES

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2015			2014			2015			2014
Effective income tax rate		90.9	%		(13.9)	%		39.8	%		(195.0)	%

Provision for income taxes for the three and six months ended June 30, 2015  were $7.5 million, resulting in an effective tax rate of 90.9%, and $25.4 million, resulting in an effective tax rate of 39.8%, respectively. Provision for income taxes for the three and six months ended June 30, 2014 were $5.5 million, resulting in a negative effective income tax rate of 13.9%,  and $18.2 million, resulting in a negative effective tax rate of 195.0%, respectively.

The effective income tax rate is impacted by losses primarily within our holding companies incorporated in Luxembourg, which do not provide a tax benefit to the Company. For the three and six months ended June 30, 2015 these losses totaled approximately $41.2 million and $58.8 million, respectively.  Included in these losses were payments made during the three months ended June 30, 2015 of $18.1 million related to a portion of the fees associated with the call premium paid to retire the Company’s 2019 Senior Notes and $4.3 million related to the write off of the related unamortized deferred financing fees (see Note 6 for further discussion).  Also included in these losses was non-deductible interest and stock-based compensation expense.  These nondeductible expenses unfavorably impacted the effective tax rate during the three and six months ended June 30, 2015.

For the three and six months ended June 30, 2014, losses primarily within our holding companies incorporated in Luxembourg, which do not provide a tax benefit to the Company, were approximately $73.6 million and $97.2 million during these respective periods. Included in these losses were payments made during the three months ended June 30, 2014 of $32.5 million related to an agreement with Dow to terminate the Latex JV Option Agreement and a portion of the fees related to the termination of the Advisory Agreement with Bain Capital of approximately $18.6 million (see Note 13 for further discussion).  These nondeductible expenses unfavorably impacted the effective tax rate during the three and six months ended June 30, 2014.

NOTE 10—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. As of June 30, 2015 and December 31, 2014, the Company had no accrued obligations for environmental remediation and restoration costs. Pursuant to the terms of the Styron sales and purchase agreement, the pre-closing environmental conditions were retained by Dow and the Company has been indemnified by Dow from and against all environmental liabilities incurred or relating to the predecessor periods. There are several properties which the Company now owns on which Dow has been conducting investigation, monitoring or remediation to address historical contamination. Those properties include Allyn’s Point, Connecticut; Dalton, Georgia; and Livorno, Italy. There are other properties with historical contamination that are owned by Dow that the Company leases for its operations, including its facilities in Midland, Michigan; Schkopau, Germany; Terneuzen, The Netherlands; and Guaruja, Brazil. No environmental claims have been asserted or threatened against the Company, and the Company is not a potentially responsible party at any Superfund Sites.

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.

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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 6 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 2014 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.

NOTE 11—PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS

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

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2015		2014		2015		2014
Defined Benefit Pension Plans
Service cost	$	4,075	$	3,529	$	8,376	$	7,044
Interest cost		1,287		1,943		2,647		3,876
Expected return on plan assets		(399)		(624)		(820)		(1,245)
Amortization of prior service credit		(402)		(257)		(825)		(513)
Amortization of net loss		1,308		598		2,689		1,065
Net periodic benefit cost	$	5,869	$	5,189	$	12,067	$	10,227

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2015		2014		2015		2014
Other Postretirement Plans
Service cost	$	86	$	75	$	174	$	150
Interest cost		133		78		273		156
Amortization of prior service cost		26		26		52		52
Amortization of net gain		—		(37)		—		(74)
Net periodic benefit cost	$	245	$	142	$	499	$	284

As of June 30, 2015 and December 31, 2014, the Company’s benefit obligations included primarily in “Other noncurrent obligations” in the condensed consolidated balance sheets were $187.6 million and $196.6 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 $2.8 million and $7.6 million during the three and six months ended June 30, 2015, respectively. The Company expects to make additional cash contributions, including benefit payments to unfunded plans, of approximately $9.9 million to its defined benefit plans for the remainder of 2015.

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NOTE 12—STOCK-BASED COMPENSATION

Restricted Stock Awards issued by the Parent

On June 17, 2010, Bain Capital Everest Manager Holding SCA (“the Parent”), an affiliate of Bain Capital, authorized the issuance of up to 750,000 shares in time-based and performance-based restricted stock to certain key members of management. Any related compensation associated with these awards is allocated to the Company from the Parent. With the adoption of the Company’s 2014 Omnibus Incentive Plan (see discussion below), no further restricted stock awards will be issued by the Parenton behalf of the Company.  

Time-based Restricted Stock Awards

For the six month period ended June 30, 2015, there were no grants of time-based restricted stock awards. Total compensation expense for time-based restricted stock awards was $0.9 million and $2.2 million for the three months ended June 30, 2015 and 2014, respectively, and $2.1 million and $4.7 million for the six months ended June 30, 2015 and 2014, respectively. As of June 30, 2015, there was $3.0 million of total unrecognized compensation cost related to time-based restricted stock awards, which is expected to be recognized over a weighted-average period of 2.0 years.

Modified Time-based Restricted Stock Awards

For the six month period ended June 30, 2015, there were no grants of modified time-based restricted stock awards. Total compensation expense recognized for modified time-based restricted stock awards was $0.9 million and $1.8  million for the three and six months ended June 30, 2015, respectively. As of June 30, 2015, there was $7.4 million of total unrecognized compensation cost related to the modified time-based restricted stock awards, which is expected to be recognized over a weighted-average period of 2.1 years.

Management Retention Awards

During the year ended December 31, 2012, the Parent agreed to retention awards with certain officers. These awards generally vest over one to four years, and are payable upon vesting subject to the participant’s continued employment with the Company on the vesting date. Compensation expense related to these retention awards is equivalent to the value of the award, and is being recognized ratably over the applicable service period. Total compensation expense for these retention awards was $0.1 million and $0.2 million for the three months ended June 30, 2015 and 2014, respectively, and $0.2 million and $0.5 million for the six months ended June 30, 2015 and 2014, respectively. As of June 30, 2015, there was $0.2 million in unrecognized compensation cost related to these retention awards. This cost is expected to be recognized over a period of 0.6 years.

2014 Omnibus Incentive Plan

In connection with the IPO, the Company’s Board of Directors approved the Trinseo S.A. 2014 Omnibus Incentive Plan (“2014 Omnibus Plan”), adopted on May 28, 2014, under which the maximum number of shares of common stock that may be delivered upon satisfaction of awards granted under such plan is 4.5 million shares. During the six months ended June 30, 2015, the Board of Directors of the Company approved equity award grants for certain directors, executives, and employees, comprised of restricted share units (or RSUs) and options to purchase shares.

The RSUs granted to executives and employees vest in full on the third anniversary of the date of grant, generally subject to the employee remaining continuously employed by the Company on the vesting date. RSUs granted to directors of the Company vest in full on the first anniversary of the date of grant.  Upon a termination of employment due to the employee’s death or retirement or a termination of employment by the Company without cause in connection with a restructuring or redundancy or due to the employee’s disability prior to the vesting date, the RSUs will vest in full or in part, depending on the type of termination. Dividends and dividend equivalents will not accumulate on unvested RSUs. Compensation costs for the RSUs are measured at the grant date based on the fair value of the award and are recognized ratably as expense over the applicable vesting term.

The option awards, which contain an exercise term of nine years from the date of grant, vest in three equal annual installments beginning on the on the first anniversary of the date of grant, generally subject to the employee remaining continuously employed on the applicable vesting date. Upon a termination of employment due to the employee’s death or retirement or a termination of employment by the Company without cause in connection with a restructuring or

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redundancy or due to the employee’s disability prior to a vesting date, the options will vest in full or will continue to vest on the original vesting schedule, depending on the type of termination. In the event employment is terminated for cause, all vested and unvested options will be forfeited. Compensation cost for the option awards is measured at the grant date based on the fair value of the award and is recognized as expense over the appropriate service period utilizing graded vesting.

The fair value of RSUs is equal to the fair market value of the Company’s common shares based on the closing price on the date of grant. During the three and six months ended June 30, 2015, the Company granted 23,785 and 436,323 RSUs, respectively, at a weighted-average grant date fair value of $27.81 and $18.67, respectively, per unit. Total compensation expense recognized for the RSUs was $0.5 million and $0.7 million for the three and six months ended June 30, 2015, respectively. As of June 30, 2015, there was $7.3 million of total unrecognized compensation cost related to the RSUs, which is expected to be recognized over a weighted-average period of 2.5 years.

The fair value for option awards is computed using the Black-Scholes pricing model, whose significant inputs and assumptions are determined as of the date of grant. Determining the fair value of the option awards requires considerable judgment, including estimating the expected term of stock options and the expected volatility of the Company’s stock price. During the three and six  months ended June 30, 2015, the Company granted 3,680 and 607,382 option awards, respectively, to purchase common shares at a weighted-average grant date fair value of $12.05 and $7.82, respectively, per option award.

Since the Company’s equity interests were privately held prior to the IPO in June 2014, there is limited publicly traded stock history, and as a result the expected volatility used in the Black-Scholes pricing model is based on the historical volatility of similar companies’ stock that are publicly traded as well as the Company’s debt-to-equity ratio. Until such time that the Company has enough publicly traded stock history to determine expected volatility based solely on its stock, estimated volatility of options granted will be based on a combination of our historical volatility and similar companies’ stock that are publicly traded. The expected term of options represents the period of time that options granted are expected to be outstanding. For the grants presented herein, the simplified method was used to calculate the expected term of options, given the Company’s limited historical exercise data. The risk free interest rate for the periods within the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The dividend yield is assumed to be zero based on historical and expected dividend activity.

The following are the weighted-average assumptions used within the Black-Scholes pricing model for grants during the six months ended June 30, 2015:

	Six Months Ended June 30,
	2015
Expected term (in years)	5.50
Expected volatility	45.00	%
Risk-free interest rate	1.65	%
Dividend yield	0.00	%

Total compensation expense for the option awards was $1.2 million and $1.4 million for the three and six months ended June 30, 2015, respectively. As of June 30, 2015, there was $3.3 million of total unrecognized compensation cost related to the option awards, which is expected to be recognized over a weighted-average period of 2.7 years.

NOTE 13—RELATED PARTY TRANSACTIONS AND DOW TRANSACTIONS

In connection with the Acquisition, the Company entered into a ten year initial term advisory agreement with Bain Capital (the “Advisory Agreement”) wherein Bain Capital provides management and consulting services and financial and other advisory services to the Company. The Advisory Agreement terminated upon consummation of the Company’s IPO in June 2014and pursuant to the terms of the Advisory Agreement, the Company paid $23.3 million of termination fees representing acceleration of the advisory fees for the remainder of the original term. The termination fee was paid in June 2014 using the proceeds from the IPO, and was recorded as an expense within “Selling, general and administrative expenses” in the condensed consolidated statement of operations for the three and six months ended June 30, 2014. Bain Capital will continue to provide an immaterial level of ad hoc advisory services for the Company going forward. In conjunction with the above, we paid Bain Capital fees (including out-of-pocket expenses) of $0.1 million and $0.8 million for the three months ended June 30, 2015 and 2014, respectively, and $0.2 million and $2.0

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million for the six months ended June 30, 2015 and 2014, respectively (excluding the termination fees noted above).

Bain Capital also provided advice pursuant to a 10-year transaction services agreement with fees payable equaling 1% of the transaction value of each financing, acquisition or similar transaction. In connection with the IPO, Bain Capital received $2.2 million of transaction fees, which were recorded within “Additional paid-in-capital” on the condensed consolidated balance sheet as of June 30, 2015 and December 31, 2014.  This transaction services agreement also terminated upon consummation of the Company’s IPO in June 2014.

In connection with the Acquisition in 2010, certain of the Company’s affiliates entered into a latex joint venture option agreement (the “Latex JV Option Agreement”) with Dow, pursuant to which Dow was granted an irrevocable option to purchase 50% of the issued and outstanding interests in a joint venture to be formed by Dow and the Company’s affiliates with respect to the SB Latex business in Asia, Latin America, the Middle East, Africa, Eastern Europe, Russia and India. On May 30, 2014, the Company’s affiliates entered into an agreement with Dow to terminate the Latex JV Option Agreement, Dow’s rights to the option, and all other obligations thereunder, in exchange for a termination payment of $32.5 million. This termination payment was made on May 30, 2014, and the termination of the Latex JV Option Agreement became effective as of such date. This termination payment was recorded as an expense within “Other expense, net” in the condensed consolidated statements of operations for the three and six months ended June 30, 2014.

NOTE 14—SEGMENTS

Until January 1, 2015, the chief executive officer, who is the Company’s chief operating decision maker, managed the Company’s operations under two divisions, Emulsion Polymers and Plastics, which included the following four reporting segments: Latex, Synthetic Rubber, Styrenics, and Engineered Polymers.

Effective January 1, 2015, the Company was reorganized under two new divisions called Performance Materials and Basic Plastics & Feedstocks. The Performance Materials division now includes the following reporting segments: Synthetic Rubber, Latex, and Performance Plastics. The Basic Plastics & Feedstocks division represents a separate segment for financial reporting purposes. This new organizational structure better reflects the nature of the Company by grouping together segments with similar strategies, business drivers and operating characteristics.

The information below for the three and six months ended June 30, 2014 has been recast to reflect this change in reporting segments.

The Latex segment produces SB latex primarily for coated paper and packaging board, carpet and artificial turf backings, as well as a number of performance latex applications. The Synthetic Rubber segment produces synthetic rubber products used predominantly in tires, with additional applications in polymer modification and technical rubber goods, including conveyer and fan belts, hoses, seals and gaskets. The Performance Plastics segment produces highly engineered compounds and blends for automotive end markets, as well as consumer electronics, medical, and lighting, collectively consumer essential markets, or CEM. The Basic Plastics & Feedstocks segment includes styrenic polymers, polycarbonate, or PC, and styrene monomer, and also includes the results of the Company’s two50%-owned joint ventures, Americas Styrenics and Sumika Styron Polycarbonate.  

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	Performance Materials
			Synthetic		Performance		Basic Plastics		Corporate
Three Months Ended	Latex		Rubber		Plastics		& Feedstocks		Unallocated		Total
June 30, 2015
Sales to external customers	$	247,512	$	115,370	$	185,304	$	480,487	$	—	$	1,028,673
Equity in earnings (losses) of unconsolidated affiliates		—		—		—		40,841		—		40,841
EBITDA(1)		14,904		18,461		21,256		122,155
Investment in unconsolidated affiliates		—		—		—		200,206		—		200,206
Depreciation and amortization		6,196		7,378		1,373		6,015		765		21,727
June 30, 2014
Sales to external customers	$	320,682	$	164,926	$	209,846	$	645,481	$	—	$	1,340,935
Equity in earnings (losses) of unconsolidated affiliates		—		—		—		5,378		—		5,378
EBITDA(1)		24,818		37,034		16,826		15,458
Investment in unconsolidated affiliates		—		—		—		162,738		—		162,738
Depreciation and amortization		7,336		8,474		1,417		9,109		877		27,213

	Performance Materials
			Synthetic		Performance		Basic Plastics		Corporate
Six Months Ended	Latex		Rubber		Plastics		& Feedstocks		Unallocated		Total
June 30, 2015
Sales to external customers	$	485,768	$	244,774	$	382,249	$	934,147	$	—	$	2,046,938
Equity in earnings (losses) of unconsolidated affiliates		—		—		—		77,548		—		77,548
EBITDA(1)		36,352		44,632		46,344		181,145
Investment in unconsolidated affiliates		—		—		—		200,206		—		200,206
Depreciation and amortization		12,566		15,169		2,786		12,244		1,516		44,281
June 30, 2014
Sales to external customers	$	646,988	$	341,639	$	411,851	$	1,299,589	$	—	$	2,700,067
Equity in earnings (losses) of unconsolidated affiliates		—		—		—		20,328		—		20,328
EBITDA(1)		50,331		80,134		34,175		38,017
Investment in unconsolidated affiliates		—		—		—		162,738		—		162,738
Depreciation and amortization		13,639		15,645		2,660		17,029		1,968		50,941

(1) Reconciliation of EBITDA to net income (loss) is as follows:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2015		2014		2015		2014
Total segment EBITDA	$	176,776	$	94,136	$	308,473	$	202,657
Corporate unallocated		(121,193)		(73,492)		(145,876)		(95,631)
Less: Interest expense, net		25,600		32,602		54,456		65,420
Less: Provision for income taxes		7,500		5,450		25,400		18,200
Less: Depreciation and amortization		21,727		27,213		44,281		50,941
Net income (loss)	$	756	$	(44,621)	$	38,460	$	(27,535)

Corporate unallocated includes corporate overhead costsand certain other income and expenses, as well as loss on extinguishment of long-term debt.  

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The primary measure of segment operating performance is EBITDA, which is defined as net income (loss) before interest, income taxes, depreciation and amortization. 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 the Company’s core operating performance. 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 EBITDA differently than the Company, and 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 those companies to the Company’s performance.

Asset and capital expenditure information is not accounted for at the segment level and consequently is not reviewed or included with the Company’s internal management reporting.  Therefore, the Company has not disclosed asset and capital expenditure information for each reportable segment.

NOTE 15—DIVESTITURES

EPS Divestiture

In June 2013, the Company’s Board of Directors approved the sale of its expandable polystyrene (“EPS”) business within the Company’s Basic Plastics & Feedstocks segment, under a sale and purchase agreement which was signed in July 2013. The sale closed on September 30, 2013, subject to a $0.7 million working capital adjustment, which was paid by the Company during the first quarter of 2014 and is reflected within investing activities in the condensed consolidated statement of cash flows for the six months ended June 30, 2014.

Further, under the terms of the sale and purchase agreement, should the divested EPS business record EBITDA (as defined therein) greater than zero for fiscal year 2014, the Company would receive an incremental payment of €0.5 million. The EBITDA threshold was met for fiscal year 2014 and the Company received the €0.5 million payment (approximately $0.6 million based upon the applicable foreign exchange rate in the period the payment was received) during the first quarter of 2015, which is reflected within cash flows used in investing activities in the condensed consolidated statement of cash flows for the six months ended June 30, 2015.

Livorno Land Sale

In April 2014, the Company completed the sale of a portion of land at its manufacturing site in Livorno, Italy for a purchase price of €4.95 million (approximately $6.8 million based upon the applicable foreign exchange rate in the period the payment was received). As a result, the Company recognized a gain on sale of $0.1 million within “Other expense, net” in the condensed consolidated statements of operations for the three and six months ended June 30, 2014.

NOTE 16—RESTRUCTURING

Restructuring in Polycarbonate

During the second quarter of 2014, the Company announced a restructuring within its Basic Plastics & Feedstocks segment to exit the commodity market for polycarbonate in North America and to terminate existing arrangements with Dow regarding manufacturing services for the Company at Dow’s Freeport, Texas facility (the “Freeport facility”). The Company also entered into a new long-term supply contract with a third party to supply polycarbonate in North America. These revised arrangements became operational in the fourth quarter of 2014. In addition, the Company executed revised supply contracts for certain raw materials that were processed at its polycarbonate manufacturing facility in Stade, Germany, which took effect January 1, 2015. These revised agreements are expected to facilitate improvements in future results of operations for the Basic Plastics & Feedstocks segment. Production at the Freeport facility ceased as of September 30, 2014, and decommissioning and demolition began thereafter, with completion in the first quarter of 2015.

The Company recorded certain restructuring charges during the year ended December 31, 2014 primarily relating to the reimbursement of decommissioning and demolition costs incurred by Dow. For the three and six months ended June 30, 2014, the Company recorded restructuring charges of $1.5 million relating to the accelerated depreciation of the related assets at Dow’s Freeport, Texas facility and other charges. Of the additional charges incurred during the

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remainder of 2014, $4.2 million remained accrued within “Accounts payable” in the condensed consolidated balance sheet as of December 31, 2014. For the six months ended June 30, 2015, the Company recorded the remainder of the expected restructuring charges of $0.5 million related to the reimbursement of decommissioning and demolition costs incurred by Dow, noting no charges were recorded during the three months ended June 30, 2015. These charges were included in “Selling, general and administrative expenses” in the condensed consolidated statements of operations, and were allocated entirely to the Basic Plastics & Feedstocks segment. There were no remaining amounts accrued in the condensed consolidated balance sheet as of June 30, 2015.

Altona Plant Shutdown

In July 2013, the Company’s Board of Directors approved the plan to close the Company’s latex manufacturing facility in Altona, Australia. This restructuring plan was a strategic business decision to improve the results of the overall Latex segment. The facility manufactured SB latex used in the carpet and paper markets. Production at the facility ceased in the third quarter of 2013, followed by decommissioning, with demolition throughout most of 2014.

For the year ended December 31, 2014, the Company recorded additional net restructuring charges of approximately $2.8 million, related primarily to incremental employee termination benefit charges, contract termination charges, and decommissioning costs (of which $1.5 million and $2.1 million were recorded during the three and six months ended June 30, 2014, respectively). These charges were included in “Selling, general and administrative expenses” in the condensed consolidated statements of operations, and were allocated entirely to the Latex segment. There were no additional restructuring charges recorded related to the Altona plant shutdown during the three and six months ended June 30, 2015. Of the remaining balances at June 30, 2015 and December 31, 2014, $1.1 million and $1.2 million, respectively, are recorded in “Accrued expenses and other current liabilities” and $0.4 million and $0.9 million, respectively, were recorded in “Other noncurrent liabilities” in the condensed consolidated balance sheet.

The following table provides a rollforward of the liability balances associated with the Altona plant shutdown for the six months ended June 30, 2015:

	Balance at						Balance at
	December 31, 2014		Expenses		Deductions(1)		June 30, 2015
Contract termination charges	$	2,128	$	(42)	$	(580)	$	1,506
Total	$	2,128	$	(42)	$	(580)	$	1,506

(1) Includes primarily payments made against existing accruals, as well as immaterial impacts of foreign currency remeasurement.

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NOTE 17—ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The components of accumulated other comprehensive income (AOCI), net of income taxes, consisted of:

	Currency		Pension & Other			Foreign Exchange
	Translation		Postretirement Benefit			Cash Flow
Three Months Ended  June 30, 2015 and 2014	Adjustments		Plans, Net			Hedges, Net	Total
Balance at March 31, 2015	$	(131,910)	$	(56,625)	$	1,035	$	(187,500)
Other comprehensive income (loss)		35,241		—		(1,370)		33,871
Amounts reclassified from AOCI to net income (1)		—		791		(70)		721
Balance at June 30, 2015	$	(96,669)	$	(55,834)	$	(405)	$	(152,908)
Balance at March 31, 2014	$	114,721	$	(27,524)	$	—	$	87,197
Other comprehensive income (loss)		(8,927)		—		—		(8,927)
Amounts reclassified from AOCI to net income (1)		—		336		—		336
Balance at June 30, 2014	$	105,794	$	(27,188)	$	—	$	78,606

	Currency		Pension & Other			Foreign Exchange
	Translation		Postretirement Benefit			Cash Flow
Six Months Ended June 30, 2015 and 2014	Adjustments		Plans, Net			Hedges, Net	Total
Balance at December 31, 2014	$	(17,755)	$	(57,462)	$	—	$	(75,217)
Other comprehensive income (loss)		(78,914)		—		(335)		(79,249)
Amounts reclassified from AOCI to net income (1)		—		1,628		(70)		1,558
Balance at June 30, 2015	$	(96,669)	$	(55,834)	$	(405)	$	(152,908)
Balance at December 31, 2013	$	116,146	$	(27,768)	$	—	$	88,378
Other comprehensive income (loss)		(10,352)		—		—		(10,352)
Amounts reclassified from AOCI to net income (1)		—		580		—		580
Balance at June 30, 2014	$	105,794	$	(27,188)	$	—	$	78,606

____________

(1) The following is a summary of amounts reclassified from AOCI to net income for the three and six months ended June 30, 2015 and 2014, respectively:

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	Amount Reclassified from AOCI				Amount Reclassified from AOCI
AOCI Components	Three Months Ended  June 30,				Six Months Ended  June 30,				Statement of Operations
	2015		2014		2015		2014		Classification
Cash flow hedging items
Foreign exchange cash flow hedges	$	(76)	$	—	$	(76)	$	—	Cost of sales
Total before tax		(76)		—		(76)		—
Tax effect		6				6			Provision for income taxes
Total, net of tax	$	(70)	$	—	$	(70)	$	—
Amortization of pension and other postretirement benefit plan items
Prior service credit	$	(376)	$	(232)	$	(773)	$	(462)	(a)
Net actuarial loss		1,512		740		3,097		1,349	(a)
Total before tax		1,136		508		2,324		887
Tax effect		(345)		(172)		(696)		(307)	Provision for income taxes
Total, net of tax	$	791	$	336	$	1,628	$	580

____________

(a) These AOCI components are included in the computation of net periodic benefit costs (see Note 11).

NOTE 18—EARNINGS (LOSS) PER SHARE

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

The following table presents basic EPS and diluted EPS for the three and six months ended June 30, 2015 and 2014, respectively.

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(in thousands, except per share data)	2015		2014		2015		2014
Earnings (losses):
Net income (loss)	$	756	$	(44,621)	$	38,460	$	(27,535)
Shares:
Weighted-average common shares outstanding		48,771		38,912		48,770		38,096
Dilutive effect of  RSUs and option awards*		136		—		126		—
Diluted weighted-average shares outstanding		48,907		38,912		48,896		38,096
Income (loss) per share:
Income (loss) per share—basic	$	0.02	$	(1.15)	$	0.79	$	(0.72)
Income (loss) per share—diluted	$	0.02	$	(1.15)	$	0.79	$	(0.72)

*Refer to Note 12 for discussion of RSUs and option awards granted to certain Company directors and employees. As net loss was reported for the three and six months ended June 30, 2014, potentially dilutive awards have not been included within the calculation of diluted EPS for those periods, as they would have an anti-dilutive effect.

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

Overview

We are a leading global materials company engaged in the manufacture and marketing of synthetic rubber, latex, and plastics, including various specialty and technologically differentiated products. We have leading market positions in many of the markets in which we compete. We believe we have developed these strong market positions due to our technological differentiation, diverse global manufacturing base, long-standing customer relationships, commitment to sustainable solutions and competitive cost positions. We believe that growth in overall consumer spending and construction activity, increased demand in the automotive industry for higher fuel efficiency and lighter-weight materials, and improving living standards in emerging markets will result in growth in the global markets in which we compete. In addition, we believe our increasing business presence in developing regions such as China, Southeast Asia, and Eastern Europe further enhances our prospects.

We develop synthetic rubber, latex, and plastics products that are incorporated into a wide range of our customers’ products throughout the world, including tires and other products for automotive applications, carpet and artificial turf backing, coated paper and packaging board, food service packaging, appliances, medical devices, consumer electronics and construction applications, among others. We seek to regularly develop new and improved products and processes, supported by our intellectual property portfolio, designed to enhance our customers’ product offerings. We have long-standing relationships with a diverse base of global customers, many of whom are leaders in their markets and rely on us for formulation, technological differentiation, and compounding expertise to find sustainable solutions for their businesses. Many of our products represent only a small portion of a finished product’s production costs, but provide critical functionality to the finished product and are often specifically developed to customer specifications. We believe these product traits result in substantial customer loyalty for our products.

Until January 1, 2015, we operated in four reporting segments: Latex, Synthetic Rubber, Styrenics and Engineered Polymers. Effective January 1, 2015, we reorganized our business under two new divisions called Performance Materials and Basic Plastics & Feedstocks. The Performance Materials division now includes the following reporting segments: Synthetic Rubber, Latex, and Performance Plastics. The Basic Plastics & Feedstocks division represents a separate segment for financial reporting purposes and includes styrenic polymers, polycarbonate, or PC, and styrene monomer. In addition, the Basic Plastics & Feedstocks division includes the results of our two 50%-owned joint ventures, Americas Styrenics LLC, or Americas Styrenics, and Sumika Styron Polycarbonate Limited, or Sumika Styron Polycarbonate. The following chart provides an overview of our new organizational structure.

We believe that this new organizational structure better reflects the nature of our Company by grouping together segments with similar strategies, business drivers and operating characteristics. Our two new divisions are of similar size in terms of sales, but have different margin profiles, different strategic focus, different value drivers and different operating requirements. By organizing the Company in this way, we believe that we can manage and operate more effectively in order to accelerate the growth of our Performance Materials division and improve the profitability of our Basic Plastics & Feedstocks division. We also believe that this new organizational structure allows our investors to better understand the drivers of our business.

Prior period financial information included within this Quarterly Report has been recast from its previous presentation to reflect the Company’s new organizational structure.

Our major products include: styrene-butadiene latex, or SB latex, and styrene-acrylate latex, or SA latex, in our Latex segment; solution styrene-butadiene rubber, or SSBR, lithium polybutadiene rubber, or Li-PBR, emulsion styrene-

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butadiene rubber, or ESBR, and nickel polybutadiene rubber, or Ni-PBR, in our Synthetic Rubber segment; highly engineered compounds and blends products for automotive end markets, as well as consumer electronics, medical, and lighting, which we collectively call consumer essential markets (CEM) in our Performance Plastics segment; and PC, polystyrene, acrylonitrile-butadiene styrene, or ABS, and styrene-acrylonitrile, or SAN, in our Basic Plastics & Feedstocks segment.

2015 Year-to-Date Highlights

Name Change and Rebranding

In the first quarter of 2015, we completed a rebranding process to change our operating name and legal entities from “Styron” to “Trinseo.” We believe that this new name reflects our breadth as a company with broad global reach and a diverse portfolio of materials and technologies. We believe Trinseo captures our commitment to deliver innovative and sustainable materials that provide value to our customers’ products.

Debt Refinancing

On May 5, 2015, the Issuers executed an indenture pursuant to which it issued $300.0 million aggregate principal amount of 6.750% senior notes due May 1, 2022 and €375.0 million aggregate principal amount of 6.375% senior notes due May 1, 2022. 

Also on May 5, 2015, the Borrowers entered into a senior secured credit agreement, which provides senior secured financing of up to $825.0 million.  This facility provides for senior secured financing consisting of a (i) $325.0 revolving credit facility, with a $25.0 million swingline subfacility and a $35.0 million letter of credit subfacility maturing in May 2020 and (ii) $500.0 million senior secured term loan B facility maturing in November 2021. The term loan B bears an interest rate of LIBOR plus 3.25%, subject to a 1.00% LIBOR floor, and was issued at a 0.25% original issue discount.

On May 13, 2015, the net proceeds from these borrowings and available cash, were used to repay all outstanding indebtedness under the Issuers’ 2019 Senior Notes totaling $1,192.5 million, together with a call premium of $68.6 million and accrued and unpaid interest thereon of $29.6 million.

This new capital structure is expected to reduce the Company’s annual interest expense by approximately $37.0 million.

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Results of Operations

Results of Operations for the Three and Six Months Ended June 30, 2015 and 2014

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

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(in millions)	2015		2014		2015		2014
Net sales	$	1,028.7	$	1,340.9	$	2,046.9	$	2,700.1
Cost of sales		886.5		1,248.5		1,801.7		2,509.0
Gross profit		142.2		92.4		245.2		191.1
Selling, general and administrative expenses		50.7		74.2		102.4		124.2
Equity in earnings of unconsolidated affiliates		40.8		5.4		77.5		20.3
Operating income		132.3		23.6		220.3		87.2
Interest expense, net		25.6		32.6		54.5		65.4
Loss on extinguishment of long-term debt		95.2		—		95.2		—
Other expense, net		3.2		30.1		6.7		31.1
Income (loss) before income taxes		8.3		(39.1)		63.9		(9.3)
Provision for income taxes		7.5		5.5		25.4		18.2
Net income (loss)	$	0.8	$	(44.6)	$	38.5	$	(27.5)

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2015		2014		2015		2014
Net sales	100.0	%	100.0	%	100.0	%	100.0	%
Cost of sales	86.2	%	93.1	%	88.0	%	92.9	%
Gross profit	13.8	%	6.9	%	12.0	%	7.1	%
Selling, general and administrative expenses	4.9	%	5.5	%	5.0	%	4.6	%
Equity in earnings of unconsolidated affiliates	4.0	%	0.4	%	3.8	%	0.8	%
Operating income	12.9	%	1.8	%	10.8	%	3.3	%
Interest expense, net	2.5	%	2.4	%	2.7	%	2.4	%
Loss on extinguishment of long-term debt	9.3	%	—	%	4.7	%	—	%
Other expense, net	0.3	%	2.2	%	0.3	%	1.2	%
Income (loss) before income taxes	0.8	%	(2.8)	%	3.1	%	(0.3)	%
Provision for income taxes	0.7	%	0.4	%	1.2	%	0.7	%
Net income (loss)	0.1	%	(3.2)	%	1.9	%	(1.0)	%

Three Months Ended June 30, 2015 Compared to the Three Months Ended June 30, 2014

Net Sales

Net sales for the three months ended June 30, 2015 decreased by $312.2 million, or 23.3%, to $1,028.7 million from $1,340.9 million for the three months ended June 30, 2014. Of the 23.3%decrease, 14.7% was due to lower selling prices primarily due to the pass through of lower butadiene costs to our customers in Latex and Synthetic Rubber and styrene monomer to our customers in Latex and Basic Plastics & Feedstocks. In addition, 9.2% of the decrease was related to an unfavorable currency impact across our segments, as the U.S. dollar strengthened compared to the euro. Partially offsetting these decreases was a 0.6% increase due to higher sales volumes across our Latex, Synthetic Rubber and Performance Plastics segments.

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Cost of Sales

Cost of sales for the three months ended June 30, 2015 decreased by $362.0 million, or 29.0%, to $886.5 million from $1,248.5 million for the three months ended June 30, 2014. Of the 29.0%decrease, 21.7% was attributable to lower prices for raw materials, primarily butadiene and styrene monomer, while an additional 8.7% of the decrease was due to a favorable currency impact across our segments, as the U.S. dollar strengthened compared to the euro. Partially offsetting these decreases was a 0.3% increase due to higher sales volumes across our Latex, Synthetic Rubber and Performance Plastics segments.

Gross Profit

Gross profit for the three months ended June 30, 2015 increased by $49.8 million, or 53.9%, to $142.2 million from $92.4 million for the three months ended June 30, 2014. The increase was primarily attributable to higher styrene monomer margins as well as higher polycarbonate margins due to our restructuring efforts and improved market dynamics. In addition, sales volumes were higher across our Latex, Synthetic Rubber and Performance Plastics segments.These impacts were partially offset by an unfavorable currency impact, as the U.S. dollar strengthened compared to the euro.

Selling, General and Administrative Expenses

SG&A expenses for the three months ended June 30, 2015 decreased by $23.5 million, or 31.7%, to $50.7million from $74.2million for the three months ended June 30, 2014. The decrease in SG&A expenses was primarily related to $23.3 million in termination fees incurred in the second quarter of 2014 related to the Advisory Agreement with Bain which we terminated upon consummation of the IPO in June 2014. In addition, the Company did not incur any restructuring charges in the second quarter of 2015, compared to restructuring charges of $3.0 million in the second quarter of 2014 (refer to Note 16 in the condensed consolidated financial statements for further details). These decreases were partially offset by increased costs of $0.6 million related to the process of changing our corporate name from Styron to Trinseo, as well as increases in other employee benefits.

Equity in Earnings of Unconsolidated Affiliates

Equity in earnings of unconsolidated affiliates for the three months ended June 30, 2015 was $40.8 million compared to equity in earnings of $5.4 million for the three months ended June 30, 2014. Americas Styrenics equity earnings increased to $40.6 million for the three months ended June 30, 2015 from $6.8 million for the three months ended June 30, 2014, driven by higher styrene and polystyrene margins as well as higher volumes of styrene monomer sold. Sumika Styron Polycarbonate had equity earnings of $0.2 million for the three months ended June 30, 2015 compared to equity losses of $1.4 million for the three months ended June 30, 2014, noting improved polycarbonate market conditions.

Interest Expense, Net

Interest expense, net for the three months ended June 30, 2015 was $25.6 million compared to $32.6 million for the three months ended June 30, 2014. This decrease in interest expense was primarily attributable to the redemption of $132.5 million in aggregate principal amount of the Senior Notes in July 2014 as well as the impact of the debt refinancing in May 2015 (refer to Note 6 in the condensed consolidated financial statements for further details).  

Loss on Extinguishment of Long-Term Debt

Loss on extinguishment of long-term debt was $95.2 million for the three months ended June 30, 2015, related to the debt refinancing in May 2015.  This amount was comprised of a $68.6 million call premium paid to retire the Company’s 8.750% Senior Secured Notes due 2019 and a $25.9 million write-off of unamortized deferred financing fees related to these notes, as well as the write-off of $0.7 million of unamortized deferred financing fees related to the termination of the Company’s revolving facility.  There was no loss on extinguishment of long-term debt incurred during the three months ended June 30, 2014.

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Other Expense (Income), net

Other expense, net for the three months ended June 30, 2015 was $3.2 million, which consisted primarily of net foreign exchange transaction losses of approximately $3.1 million and other expenses of $0.1 million. During the second quarter of 2015, the Company recorded foreign exchange transaction losses of $10.4 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 quarter. Separately, the Company entered into foreign exchange forward contracts, which recorded related gains of approximately  $7.3 million, offsetting the above described losses. See Note 7 in the condensed consolidated financial statements for further details.

Other expense, net in the three months ended June 30, 2014 was $30.1 million, which included a $32.5 million termination payment made to Dow in connection with the termination of the Latex JV Option Agreement as discussed in Note 13 in the condensed consolidated financial statements, offset by $2.1 million of foreign exchange transaction gains.

Provision for Income Taxes

Provision for income taxes for the three months ended June 30, 2015 was $7.5 million, resulting in an effective tax rate of 90.9%. Provision for income taxes for the three months ended June 30, 2014 was $5.5 million, resulting in a negative effective tax rate of 13.9%.

The increase in provision for income taxes was primarily driven by the $47.4 million increase in income before income taxes, from a loss of $39.1 million for the three months ended June 30, 2014 to $8.3 million of income for the three months ended June 30, 2015.

This increase in the provision for income taxes was offset by a reduction of losses generated within our holding companies incorporated in Luxembourg, which do not provide a tax benefit to the Company. For the three months ended June 30, 2015 these losses totaled approximately $41.2 million.   Included in these losses were payments made during the three months ended June 30, 2015 of $18.1 million related to a portion of the fees associated with the call premium paid to retire the Company’s 2019 Senior Notes and $4.3 million related to the write off of the related unamortized deferred financing fees (see Note 6 to the condensed consolidated financial statements for further discussion).  Also included in these losses was non-deductible interest and stock-based compensation expense.

For the three months ended June 30, 2014, losses primarily within our holding companies incorporated in Luxembourg, which do not provide a tax benefit to the Company, were approximately $73.6 million. Included in these losses were payments made during the three months ended June 30, 2014 of $32.5 million related to an agreement with Dow to terminate the Latex JV Option Agreement and a portion of the fees related to the termination of the Advisory Agreement with Bain Capital of approximately $18.6 million (see Note 13 to the condensed consolidated financial statements for further discussion).

Six Months June 30, 2015 Compared to the Six Months Ended June 30, 2014

Net Sales

Net sales for the six months ended June 30, 2015 decreased by $653.2 million, or 24.2%, to $2,046.9 million from $2,700.1 million for the six months ended June 30, 2014. Of the 24.2% decrease,  18.8% was due to lower selling prices primarily due to the pass through of lower butadiene costs to our customers in Latex and Synthetic Rubber and styrene monomer to our customers in Latex and Basic Plastics & Feedstocks. In addition, 8.0% of the decrease was related to an unfavorable currency impact across our segments, as the U.S. dollar strengthened compared to the euro. Partially offsetting these decreases was a 2.6% increase due to higher sales volumes across all of our reporting segments.  

Cost of Sales

Cost of sales for the six months ended June 30, 2015 decreasedby $707.3 million, or 28.2%, to $1,801.7 million from $2,509.0 million for the six months ended June 30, 2014. Of the 28.2% decrease, 22.9% was attributable to lower prices for raw materials, primarily butadiene and styrene monomer, while an additional 7.7% of the decrease was due to a favorable currency impact across our segments, as the U.S. dollar strengthened compared to the euro. Partially offsetting these decreases was a 2.0% increase due to higher sales volumes across all of our reporting segments.  

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Gross Profit

Gross profit for the six months ended June 30, 2015 increased by $54.1 million, or 28.3%, to $245.2 million from $191.1 million for the six months ended June 30, 2014. The increase was primarily attributable to higher margins in our Basic Plastics & Feedstocks and Performance Plastics segments, as well as higher sales volumes across all of our reporting segments, which were partially offset by an unfavorable currency impact, as the U.S. dollar strengthened compared to the euro.  

Selling, General and Administrative Expenses

SG&A expenses for the six months ended June 30, 2015 decreased by $21.8 million, or 17.6%, to $102.4 million from $124.2 million for the six months ended June 30, 2014. The decrease in SG&A expenses was primarily related to $23.3 million in termination fees incurred in the second quarter of 2014 related to the Advisory Agreement with Bain which we terminated upon consummation of the IPO in June 2014. In addition, the Company incurred lower restructuring charges for the six months ended June 30, 2015 of $0.5 million, compared to charges of $3.6 million for the six months ended June 30, 2014 (refer to Note 16  in the condensed consolidated financial statements for further details). These decreases were partially offset by increased costs of $1.9 million related to the process of changing our corporate name from Styron to Trinseo, as well as increases in other employee benefits.

Equity in Earnings of Unconsolidated Affiliates

Equity in earnings of unconsolidated affiliates for the six months ended June 30, 2015 was $77.5million compared to equity in earnings of $20.3 million for the six months ended June 30, 2014. Americas Styrenics equity earnings increased to $75.8 million for the six months ended June 30, 2015 from $22.3 million for the six months ended June 30, 2014, driven by higher styrene and polystyrene margins, and from higher volumes of styrene monomer sold. Sumika Styron Polycarbonate had equity earnings of $1.7 million for the six months ended June 30, 2015 compared to equity losses of $2.0 million for the six months ended June 30, 2014, noting improved polycarbonate market conditions.

Interest Expense, Net

Interest expense, net for the six months ended June 30, 2015 was $54.5 million compared to $65.4 million for the six months ended June 30, 2014. This decrease in interest expense was primarily attributable to the redemption of $132.5 million in aggregate principal amount of the Senior Notes in July 2014 as well as the impact of the debt refinancing in May 2015 (refer to Note 6 in the condensed consolidated financial statements for further details).  

Loss on Extinguishment of Long-Term Debt

Loss on extinguishment of long-term debt was $95.2 million for the six months ended June 30, 2015, related to the debt refinancing in May 2015.  This amount was comprised of a $68.6 million call premium paid to retire the Company’s 8.750% Senior Secured Notes due 2019 and a $25.9 million write-off of unamortized deferred financing fees related to these notes, as well as the write-off of $0.7 million of unamortized deferred financing fees related to the termination of the Company’s revolving facility.  There was no loss on extinguishment of long-term debt incurred during the six months ended June 30, 2014.

Other Expense (Income), net

Other expense, net for the six months months ended June 30, 2015 was $6.7 million, which consisted primarily of net foreign exchange transaction losses of approximately $6.1 million and other expenses of $0.6 million. Through the second quarter of 2015, the Company recorded foreign exchange transaction gains of $7.6 million primarily driven by the remeasurement of our euro denominated payables due to the strengthening of the U.S. dollar against the euro during the period. Separately, the Company entered into foreign exchange forward contracts, which recorded related losses of approximately $13.7 million during the period, offsetting the above described gains. See Note 7 in the condensed consolidated financial statements for further details.

Other expense, net in the six months ended June 30, 2014 was $31.1 million, which included a $32.5 million termination payment made to Dow in connection with termination of the Latex JV Option Agreement as discussed in

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Note 13 in the condensed consolidated financial statements, slightly offset by foreign exchange transaction gains of $1.7 million and other income.

Provision for Income Taxes

Provision for income taxes for the six months ended June 30, 2015 was $25.4 million, resulting in an effective tax rate of 39.8%. Provision for income taxes for the six months ended June 30, 2014 was $18.2 million, resulting in a negative effective tax rate of 195.0%.

The increase in provision for income taxes was primarily driven by the $73.2 million increase in income before income taxes, from a loss of $9.3 million for the six months ended June 30, 2014 to $63.9 million of income for the six months ended June 30, 2015.

This increase in the provision for income taxes was offset by a reduction of losses generated within our holding companies incorporated in Luxembourg, which do not provide a tax benefit to the Company. For the six months ended June 30, 2015 these losses totaled approximately $58.8 million.   Included in these losses were payments made during the six months ended June 30, 2015 of $18.1 million related to a portion of the fees associated with the call premium paid to retire the Company’s 2019 Senior Notes and $4.3 million related to the write off of the related unamortized deferred financing fees (see Note 6 in the condensed consolidated financial statements for further discussion).  Also included in these losses was non-deductible interest and stock-based compensation expense.

For the six months ended June 30, 2014, losses primarily within our holding companies incorporated in Luxembourg, which do not provide a tax benefit to the Company, were approximately $97.2 million. Included in these losses were payments made during the six months ended June 30, 2014 of $32.5 million related to an agreement with Dow to terminate the Latex JV Option Agreement and a portion of the fees related to the termination of the Advisory Agreement with Bain Capital of approximately $18.6 million (see Note 13 to the condensed consolidated financial statements for further discussion).

Selected Segment Information

The following tables present net sales and EBITDA by segment and as a percentage of total net sales and net sales by segment, respectively, for the following periods:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(in millions)	2015		2014		2015		2014
Net sales(1)
Latex segment	$	247.5	$	320.7	$	485.8	$	647.0
Synthetic Rubber segment		115.4		164.9		244.8		341.6
Performance Plastics segment		185.3		209.8		382.2		411.9
Basic Plastics & Feedstocks segment		480.5		645.5		934.1		1,299.6
Corporate unallocated(2)		—		—		—		—
Total	$	1,028.7	$	1,340.9	$	2,046.9	$	2,700.1
EBITDA(3)
Latex segment	$	14.9	$	24.8	$	36.4	$	50.3
Synthetic Rubber segment		18.5		37.0		44.6		80.1
Performance Plastics segment		21.3		16.8		46.3		34.2
Basic Plastics & Feedstocks segment		122.2		15.5		181.1		38.0
Corporate unallocated(2)		(121.3)		(73.5)		(145.8)		(95.6)
Total	$	55.6	$	20.6	$	162.6	$	107.0

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	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2015		2014		2015		2014
Net sales(1)
Latex segment	24.1	%	23.9	%	23.7	%	24.0	%
Synthetic Rubber segment	11.2	%	12.3	%	12.0	%	12.7	%
Performance Plastics segment	18.0	%	15.6	%	18.7	%	15.3	%
Basic Plastics & Feedstocks segment	46.7	%	48.2	%	45.6	%	48.0	%
Corporate unallocated(2)	—	%	—	%	—	%	—	%
Total	100.0	%	100.0	%	100.0	%	100.0	%
EBITDA(3)
Latex segment	6.0	%	7.7	%	7.5	%	7.8	%
Synthetic Rubber segment	16.0	%	22.4	%	18.2	%	23.4	%
Performance Plastics segment	11.5	%	8.0	%	12.1	%	8.3	%
Basic Plastics & Feedstocks segment	25.4	%	2.4	%	19.4	%	2.9	%
Corporate unallocated(2)	(11.8)	%	(5.5)	%	(7.1)	%	(3.5)	%
Total	5.4	%	1.5	%	7.9	%	4.0	%

(1) Inter-segment sales have been eliminated.

(2) Corporate unallocated includes corporate overhead costs, loss on extinguishment of long-term debt, and certain other income and expenses. Percentages for corporate unallocated are based on total sales.

(3) EBITDA is a non-GAAP financial measure that we refer to in making operating decisions because we believe it provides meaningful supplemental information regarding our operational performance. We present EBITDA because we believe that it is useful for investors to analyze disclosures of our operating results on the same basis as those used by our management. 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 because it removes the impact of our capital structure (such as interest expense), asset base (such as depreciation and amortization) and tax structure. See a reconciliation of net income (loss) to EBITDA below:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(in millions)	2015		2014		2015		2014
Net income (loss)	$	0.8	$	(44.6)	$	38.5	$	(27.5)
Interest expense, net		25.6		32.6		54.5		65.4
Provision for income taxes		7.5		5.5		25.4		18.2
Depreciation and amortization		21.7		27.1		44.2		50.9
EBITDA	$	55.6	$	20.6	$	162.6	$	107.0

There are limitations to using financial measures such as EBITDA. 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 those companies to our performance. We compensate for these limitations by providing reconciliations of our EBITDA results to our net income (loss), which is determined in accordance with GAAP.

Latex Segment

We are a global leader in SB latex, holding a strong market position across the geographies and applications in which we compete, including the #1 position in SB latex in Europe and the #2 position in North America. We produce SB latex primarily for coated paper used in advertising and magazines, packaging board coatings, carpet and artificial turf backings, as well as a number of performance latex applications. For the six months ended June 30, 2015, approximately half of our Latex segment’s net sales were generated in Europe, approximately 25% were generated in the United States and the majority of the remaining sales were generated in Asia.

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Three Months Ended June 30, 2015 Compared to the Three Months Ended June 30, 2014

Net sales for the three months ended June 30, 2015 decreased by $73.2 million, or 22.8%, to $247.5 million from $320.7 million for the three months ended June 30, 2014. Of the 22.8% decrease in net sales, 21.6% was due to lower selling prices primarily due to the pass through of lower butadiene and styrene cost and 6.8% was due to an unfavorable currency impact as the U.S. dollar strengthened compared to the euro. These decreases were slightly offset by a 5.6% increase from higher sales volume, driven primarily by an increase in sales into the Europe and North America paper markets.

EBITDA for the three months ended June 30, 2015 decreased by $9.9 million, or 39.9%, to $14.9 million from $24.8 million for the three months ended June 30, 2014. Of this 39.9% decrease, 53.9% was driven by lower margins, due primarily to indexed price lag impacts in the current year with increasing raw materials costs,and 1.5% was driven by an unfavorable currency impact as the U.S. dollar strengthened compared to the euro. Partially offsetting these decreases was a 13.3% increase in sales volume primarily related to increased sales to the Europe and North America paper markets and a 2.9% reduction in fixed costs.

Six Months Ended June 30, 2015 Compared to the Six Months Ended June 30, 2014

Net sales for the six months ended June 30, 2015 decreased by $161.2 million, or 24.9%, to $485.8 million from $647.0 million for the six months ended June 30, 2014. Of the 24.9% decrease in net sales, 22.9% was due lower selling prices primarily due to the pass through of lower butadiene and styrene cost and 5.9% was due to an unfavorable currency impact as the U.S. dollar strengthened compared to the euro. These decreases were slightly offset by a 3.9% increase from higher sales volume driven by higher sales to the Europe and North America paper and carpet markets.

EBITDA for the six months ended June 30, 2015 decreased by $13.9 million, or 27.6%, to $36.4 million from $50.3 million for the six months ended June 30, 2014. Of this 27.6% decrease, 32.2% was driven by lower margins, primarily in Europe, and 2.7% was driven by unfavorable currency impact as the U.S. dollar strengthened compared to the euro. Partially offsetting these decreases was a 9.5% increase in sales volume primarily related to increased sales to the Europe and North America paper and carpet markets.

Synthetic Rubber Segment

We are a significant producer of styrene-butadiene and polybutadiene-based rubber products and we have a leading European market position in SSBR. While 100% of our sales were generated in Europe for the six months ended June 30, 2015, approximately 18% of these net sales were exported to Asia, 8% to Latin America and 9% to North America.

We have a broad synthetic rubber technology and product portfolio, focusing on specialty products, such as SSBR and Li-PBR, while also producing core products, such as ESBR and Ni-PBR. Our synthetic rubber products are extensively used in tires, with approximately 85% of our net sales from this segment in 2014 attributable to the tire market. We estimate that three quarters of these sales relate to replacement tires. We have strong relationships with many of the top global tire manufacturers and believe we have remained a supplier of choice as a result of our broad rubber portfolio and ability to offer technologically differentiated product and product customization capabilities. Other applications for our synthetic rubber products include polymer modification and technical rubber goods.

Three Months Ended June 30, 2015 Compared to the Three Months Ended June 30, 2014

Net sales for the three months ended June 30, 2015 decreasedby $49.5 million, or 30.0%, to $115.4 million from $164.9 million for the three months ended June 30, 2014. Of the 30.0% decrease in net sales, 25.8% was due to lower selling prices primarily resulting from the pass through of lower butadiene and styrene costs to customers and 13.4% was due to an unfavorable currency impact as the U.S. dollar strengthened compared to the euro. These decreases were slightly offset by a 9.2% increase from higher sales volume resulting from higher sales of SSBR to tire producers.  

EBITDA for the three months ended June 30, 2015 decreased by $18.5 million, or 50.0%, to $18.5 million from $37.0 million for the three months ended June 30, 2014. Of this decrease, 31.8% was driven by higher fixed costs due primarily to planned maintenance in the current year via lower fixed cost absorption and higher maintenance spending.

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In addition, 20.4% was driven by lower margins. Currency had an unfavorable impact of approximately 6.3% as the U.S. dollar strengthened compared to the euro.Partially offsetting these decreases was an 8.4% increase due to sales volume driven by higher SSBR sales.

Six Months Ended June 30, 2015 Compared to the Six Months Ended June 30, 2014

Net sales for the six months ended June 30, 2015 decreased by $96.8 million, or 28.3%, to $244.8 million from $341.6 million for the six months ended June 30, 2014. Of the 28.3% decrease in net sales, 22.5% was due to lower selling prices primarily resulting from the pass through of lower butadiene and styrene costs to customers and 12.0% was due to an unfavorable currency impact as the U.S. dollar strengthened compared to the euro. These decreases were slightly offset by a 6.2% increase from higher sales volume resulting from higher sales of SSBR to tire producers.

EBITDA for the six months ended June 30, 2015 decreased by $35.5 million, or 44.3%, to $44.6 million from $80.1 million for the six months ended June 30, 2014. Of this decrease, 32.7% was driven by lower margins primarily related to the timing of raw material costs and an unfavorable currency impact of approximately 6.7% as the U.S. dollar strengthened compared to the euro. In addition, 10.5% of the decrease was driven by higher fixed costs due primarily to planned maintenance in the current year via lower fixed cost absorption and higher maintenance spending. Partially offsetting these decreases was a 5.6% increase due to sales volume driven by higher SSBR sales.

Performance Plastics Segment

Our Performance Plastics segment produces highly engineered compounds and blends for automotive end markets, as well as consumer electronics, medical, and lighting, which we collectively call consumer essential markets, or CEM. Our strategy in this segment focuses on developing differentiated compounds and blends in line with key industry trends, such as light-weighting and improved aesthetics in automotive, increased recycled material content and a push toward LED lighting in CEM. Our history of innovation has contributed to long-standing relationships with customers who are recognized leaders in their respective end-markets. We have established a strong market presence in the global automotive and electronics sector, targeting both component suppliers and final product manufacturers.

In automotive end applications, we aim to maintain and develop sustainable, long-standing relationships with industry leaders, taking advantage of our production capacity located across Europe, Asia, North America, and Latin America to drive original equipment manufacturer, or OEM, platform design wins. We believe that the strategic locations of these facilities combined with close customer collaboration to develop offerings tailored to their needs offers us a strategic advantage in serving our customers.

Three Months Ended June 30, 2015 Compared to the Three Months Ended June 30, 2014

Net sales for the three months ended June 30, 2015 decreased by $24.5 million, or 11.7%, to $185.3 million from $209.8 million for the three months ended June 30, 2014. Of the 11.7% decrease in net sales, 7.7% was due to lower selling prices primarily related to the pass through of lower raw material costs and 6.7% was due to an unfavorable currency impact as the U.S. dollar strengthened compared to the euro. These decreases were partially offset by a 2.7% increase in sales volume, driven by higher sales to the Europe and North America automotive markets as well as the North America medical market.

EBITDA for the three months ended June 30, 2015 increased by $4.5 million, or 26.8%, to $21.3 million from $16.8 million for the three months ended June 30, 2014. The EBITDA increase was driven by an increase in sales volume, primarily to the Europe and North America automotive markets and the North America medical market, as well as higher margins due to lower raw material costs during the quarter, which contributed to 31.8% of the increase. Slightly offsetting this increase was a 6.4% decrease due to increased fixed costs.  

Six Months Ended June 30, 2015 Compared to the Six Months Ended June 30, 2014

Net sales for the six months ended June 30, 2015 decreased by $29.7 million, or 7.2%, to $382.2 million from $411.9 million for the six months ended June 30, 2014. Of the 7.2% decrease in net sales, 5.1% was due to lower selling prices primarily related to the pass through of lower raw material costs and 6.2% was due to an unfavorable currency

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impact as the U.S. dollar strengthened compared to the euro. These decreases were partially offset by a 4.1% increase in sales volume, primarily to the consumer electronics market in Asia.

EBITDA for the six months ended June 30, 2015 increased by $12.1 million, or 35.4%, to $46.3 million from $34.2 million for the six months ended June 30, 2014. The EBITDA increase was driven by an increase in sales volume, primarily to the consumer electronics market in Asia, as well as higher margins due to lower raw material costs, which contributed to 51.7% of the increase. Slightly offsetting this increase was an11.9% decrease due to increased fixed costs.  

Basic Plastics & Feedstocks Segment

Our Basic Plastics & Feedstocks segment consists of styrenic polymers, including polystyrene, ABS, and SAN products, as well as PC and styrene monomer, which includes our internal production and sourcing of styrene, a raw material common in SB latex, synthetic rubber and styrenic polymers products. We are a leading producer of polystyrene and mass ABS, or mABS, where we focus our efforts on differentiated applications such as the liners and encasements of appliances and consumer electronics including smartphones and tablets. Within these applications, we have worked collaboratively with customers to develop more advanced grades of plastics such as our high impact polystyrene, or HIPS, and mABS products. These products offer superior properties, such as rigidity, insulation and colorability, and, in some cases, an improved environmental footprint compared to general purpose polystyrene or emulsion ABS. Through this segment we also serve the packaging and construction end-markets, where we have launched a new general purpose polystyrene product for improved performance in foam insulation applications.

PC has high levels of clarity, impact resistance and temperature resistance. PC can be used in its neat form (prior to any compounding or blending) for markets such as construction sheet, optical media and LED lighting. Additionally, PC can be compounded or blended with other polymers, such as ABS, which imparts specific performance attributes tailored to the product’s end-use. A significant portion of our PC is consumed in our Performance Plastics segment for the manufacture of our compounds and blends products. We continue to drive improvements in profitability of PC as a result of savings from our restructuring activities, as well as from improvements in industry supply and demand.

This segment also includes the results of our two 50%-owned joint ventures, Americas Styrenics and Sumika Styron Polycarbonate. We do not anticipate investing for organic growth in this segment in the near term. Rather, our strategy for this segment is focused on operational enhancements, margin improvement, and cash generation.

Three Months Ended June 30, 2015 Compared to the Three Months Ended June 30, 2014

Net sales for the three months ended June 30, 2015 decreased by $165.0 million, or 25.6%, to $480.5 million from $645.5 million for the three months ended June 30, 2014. Of the 25.6% decrease in net sales, 10.8% was driven by decreases in selling prices due to the pass through of lower styrene costs to customers and 10.0% was due to unfavorable currency impact as the U.S. dollar strengthened compared to the euro. In addition, a decrease in sales volume, primarily related to lower sales of polystyrene in Europe with increasing prices during the quarter, decreased revenue by 4.7%.

EBITDA for the three months ended June 30, 2015 increased by $106.7 million, or 688.4%, to $122.2million from $15.5 million for the three months ended June 30, 2014. The EBITDA increase was due primarily to higher margins, particularly in styrene monomer, as well as in polycarbonate as a result of our restructuring efforts and improved market conditions. In addition, increased equity earnings from our two joint ventures, primarily Americas Styrenics, contributed to 229.7% of the increase. Increased equity earnings from Americas Styrenics was driven by higher styrene and polystyrene margins as well as higher volumes of styrene monomer sold. Partially offsetting these increases was an8.9% decrease in sales volume and a 75.5% unfavorable currency impact as the U.S. dollar strengthened compared to the euro.  

Six Months Ended June 30, 2015 Compared to the Six Months Ended June 30, 2014

Net sales for the six months ended June 30, 2015 decreased by $365.5 million, or 28.1%, to $934.1 million from $1,299.6 million for the six months ended June 30, 2014. Of the 28.1% decrease in net sales, 20.0% was driven by decreases in selling prices due to the pass through of lower styrene costs to customers and 8.5% was due to unfavorable

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currency impact as the U.S. dollar strengthened compared to the euro. These decreases were partially offset by a 0.5% increase in sales volume.

EBITDA for the six months ended June 30, 2015 increased by $143.1 million, or 376.6%, to $181.1 millionfrom $38.0 million for the six months ended June 30, 2014. The EBITDA increase was due primarily to higher margins, particularly in styrene monomer, as well as in polycarbonate as a result of our restructuring efforts and improved market conditions. In addition, increased equity earnings from our two joint ventures, primarily Americas Styrenics, contributed to 150.6% of the increase. Increased equity earnings from Americas Styrenics was driven by higher styrene and polystyrene margins as well as higher volumes of styrene monomer sold. Partially offsetting these increases was a 41.8% unfavorable currency impact as the U.S. dollar strengthened compared to the euro.

Other Important Performance Measures

We believe that the presentation of Adjusted EBITDA and Adjusted EBITDA excluding inventory revaluation provides investors with a useful analytical indicator of our performance and of our ability to service our indebtedness.

We define Adjusted EBITDA as income (loss) from continuing operations before interest expense, net; income tax provision; depreciation and amortization expense; loss on extinguishment of long-term debt; asset impairment charges; advisory fees paid to affiliates of Bain Capital; gains or losses on the dispositions of businesses and assets; restructuring and other non-recurring items. We describe these other costs in more detail below.

We present Adjusted EBITDA excluding inventory revaluation in order to facilitate the comparability of results from period to period by adjusting cost of sales to reflect the cost of raw material during the period, which is often referred to as the replacement cost method of inventory valuation. We believe this measure minimizes the impact of raw material purchase price volatility in evaluating our performance. Our approach to calculating inventory revaluation is intended to represent the difference between the results under the FIFO and the replacement cost methods. However, our calculation could differ from the replacement cost method if the monthly raw material standards are different from the actual raw material prices during the month and production and purchase volumes differ from sales volumes during the month. These factors could have a significant impact on the inventory revaluation calculation.

There are limitations to using financial measures such as Adjusted EBITDA and Adjusted EBITDA excluding inventory revaluation. These performance measures are not intended to represent cash flow from operations as defined by GAAP and should not be used as alternatives to net income (loss) as indicators of operating performance or to cash flow as measures of liquidity. Other companies in our industry may define Adjusted EBITDA and Adjusted EBITDA excluding inventory revaluation differently than we do. As a result, it may be difficult to use these or similarly-named financial measures that other companies may use, to compare the performance of those companies to our performance. We compensate for these limitations by providing reconciliations of these performance measures to our net income (loss), which is determined in accordance with GAAP.

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Adjusted EBITDA and Adjusted EBITDA excluding inventory revaluation are calculated as follows for the three and six months ended June 30, 2015 and 2014, respectively:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(in millions)	2015		2014		2015		2014
Net income (loss)	$	0.8	$	(44.6)	$	38.5	$	(27.5)
Interest expense, net		25.6		32.6		54.5		65.4
Provision for income taxes		7.5		5.5		25.4		18.2
Depreciation and amortization		21.7		27.1		44.2		50.9
EBITDA(a)	$	55.6	$	20.6	$	162.6	$	107.0
Loss on extinguishment of long-term debt		95.2		—		95.2		—
Restructuring and other charges(b)		(0.1)		2.1		0.4		2.7
Fees paid pursuant to advisory agreement(c)		—		24.2		—		25.4
Other non-recurring items(d)		0.6		32.5		1.9		32.5
Adjusted EBITDA	$	151.3	$	79.4	$	260.1	$	167.6
Inventory revaluation		(29.4)		(2.6)		12.8		(8.2)
Adjusted EBITDA, excluding inventory revaluation(e)	$	121.9	$	76.8	$	272.9	$	159.4

(a) We refer to EBITDA in making operating decisions because we believe it provides meaningful supplemental information regarding our operational performance. 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 those companies to our performance. We compensate for these limitations by providing reconciliations of our EBITDA results to our net income (loss), which is determined in accordance with GAAP. See “—Selected Segment Information” for further detail.

(b) Restructuring and other charges for the six months ended June 30, 2015 relate to the polycarbonate restructuring within our Basic Plastics & Feedstocks segment, for the reimbursement of decommissioning and demolition charges to Dow in connection with the shutdown of their Freeport, Texas facility. Restructuring and other charges for the three and six months ended June 30, 2014 were incurred primarily in connection with the shutdown of our latex manufacturing plant in Altona, Australia. Refer to Note 16 in the condensed consolidated financial statements for further discussion.

(c) Represents fees paid under the terms of our Advisory Agreement with Bain Capital. For the three and six months ended June 30, 2014, this includes a charge of $23.3 million for fees incurred in connection with the termination of the Advisory Agreement, pursuant to its terms, upon consummation of the Company’s IPO in June 2014. Refer to Note 13 in the condensed consolidated financial statements for further discussion.

(d) Other non-recurring items incurred for the three and six months ended June 30, 2015 consist of costs related to the process of changing our corporate name from Styron to Trinseo.  For the three and six months ended June 30, 2014, these costs relate to a one-time $32.5 million termination payment made to Dow in connection with the termination of our Latex JV Option Agreement. See Note 13 in the condensed consolidated financial statements for further discussion of our termination of this agreement.  

(e) See the discussion above this table for a description of Adjusted EBITDA, excluding inventory revaluation.

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Liquidity and Capital Resources

Cash Flows

The table below summarizes our primary sources and uses of cash for the six months ended June 30, 2015 and 2014, respectively. We have derived the summarized cash flow information from our unaudited financial statements.

	Six Months Ended
	June 30,
(in millions)	2015		2014
Net cash provided by (used in):
Operating activities	$	74.7	$	7.8
Investing activities		(40.7)		(50.0)
Financing activities		(20.6)		169.2
Effect of exchange rates on cash		(3.1)		—
Net change in cash and cash equivalents	$	10.3	$	127.0

Operating Activities

Net cash provided by operating activities during the six months ended June 30, 2015 totaled $74.7 million, driven by the overall strong earnings for the period. Also driving the strong positive cash from operating activities for the period was $45.0 million in dividends from our 50%-owned joint venture, Americas Styrenics.  These increases were noted despite several significant decreases to operating cash flows, which included $81.7 million in interest payments made on our 2019 Senior Notes prior to their May 2015 retirement as well as a $68.6 million call premium paid to retire those notes.  Refer to Note 6 in the condensed consolidated financial statements for further details.

Net cash provided by operating assets and liabilities for the six months ended June 30, 2015 totaled $5.7 million, the most significant components of which were decreases in inventories of $45.9 million and increases in income taxes payable of $17.8 million, offset by an increase in accounts receivable of $40.4 million. Inventory decreased due to higher volume sold during the second quarter of 2015 when compared to the fourth quarter of 2014, as well as decreases in raw materials prices. Increase in income taxes payable is driven primarily by the Company’s significant improvement in earnings before taxes compared to the prior year, particularly in our 50%-owned joint venture, Americas Styrenics. The increase in accounts receivable is primarily due to timing of customer payments.

Net cash provided by operating activities during the six months ended June 30, 2014 totaled $7.8 million, with net cash used in operating assets and liabilities totaling $25.2 million. The most significant components of the changes in operating assets and liabilities for the six months ended June 30, 2014 of $25.2 million was an increase in accounts receivable of $59.9 million, offset by an increase in accounts payable and other current liabilities of $34.0 million. The increase in accounts receivable was primarily due to higher sales during the second quarter of 2014, compared to the fourth quarter of 2013. Our accounts payable and other current liabilities increased mainly due to the purchase of raw materials and the timing of payments. Our operating cash flow for the six months ended June 30, 2014 was negatively impacted by two significant one-time cash payments in the second quarter of 2014 totaling approximately $55.8 million related to the termination of our Latex JV Option Agreement with Dow and our Advisory Agreement with Bain Capital. Refer to Note 13 of the condensed consolidated financial statements for further details.

Investing Activities

Net cash used in investing activities for the six months ended June 30, 2015 totaled $40.7 million, consisting primarily of capital expenditures of $41.4 million during the period, net of proceeds received from a government subsidy of $2.2 million related to our capital expansion project at our rubber facility in Schkopau, Germany.

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Net cash used in investing activities for the six months ended June 30, 2014 totaled $50.0 million consisting primarily of capital expenditures of $55.7 million, of which approximately $26.1 million (€19.0 million) was related to the Company’s acquisition of production capacity rights from JSR Corporation Tokyo at its rubber production facility in Schkopau, Germany. These investing activities were partially offset by cash proceeds of $5.4 million from the sale of a portion of land at our manufacturing site in Livorno, Italy.

Financing Activities

Net cash used in financing activities during the six months ended June 30, 2015 totaled $20.6 million. The most significant activity during the period related to the May 2015 debt refinancing, which included net proceeds of $1,215.4 million from the issuance of our 2021 Term Loan B and our 2022 Senior Notes, offset by the retirement of our existing 2019 Senior Notes totaling $1,192.5 million and deferred financing fees paid in conjunction with the refinancing of $27.7 million. Also during the period, we had net repayments of short-term borrowings of $15.8 million, which largely consisted of borrowings under our short-term revolving credit facility through our subsidiary in China. We also continued to utilize our Accounts Receivable Securitization Facility to fund our working capital requirements. For the six months ended June 30, 2015, we had borrowings from and repayments of our Accounts Receivable Securitization Facility of $25.0 million, respectively.

Net cash provided by financing activities during the six months ended June 30, 2014 totaled $169.2 million. During the period, the Company completed the IPO of 11,500,000 ordinary shares at a price of $19.00 per share. As a result, the Company received net cash proceeds from the issuance of common stock of $199.2 million, which is net of underwriting discounts as well as advisory, accounting, and legal expenses directly related to the offering. In addition, we had net repayments of short-term borrowings of $29.4 million, which largely consisted of borrowings under our short-term revolving credit facility through our subsidiary in China. We also utilized our Accounts Receivable Securitization Facility to fund our working capital requirements. For the six months ended June 30, 2014, we had borrowings from our Accounts Receivable Securitization Facility of $178.6 million and repayments of $179.2 million, resulting in net repayments of $0.6 million due to changes in foreign currency exchange rates, as a portion of our borrowings under the Accounts Receivable Securitization Facility originate in euros.

Indebtedness and Liquidity

The following table outlines our outstanding indebtedness as of June 30, 2015 and December 31, 2014 and the associated interest expense, including amortization of deferred financing fees, and effective interest rates for such borrowings as of June 30, 2015 and December 31, 2014. Note that the effective interest rates below exclude the impact of deferred financing fee amortization.

	As of and for the Six Months Ended						As of and for the Year Ended
	June 30, 2015						December 31, 2014
			Effective						Effective
			Interest		Interest				Interest		Interest
(dollars in millions)	Balance		Rate		Expense		Balance		Rate		Expense
2018 Senior Secured Credit Facility
2018 Revolving Facility	$	—	—		$	1.6	$	—	—		$	4.7
Senior Credit Facility
2021 Term Loan B		498.8	4.3	%		3.6		—	—			—
2020 Revolving Facility		—	—			0.5		—	—			—
2019 Senior Notes		—	8.8	%		40.4		1,192.5	8.8	%		116.2
2022 Senior Notes
USD Notes		300.0	6.8	%		3.3		—	—			—
Euro Notes		419.1	6.4	%		4.3		—	—			—
Accounts Receivable Securitization Facility		—	2.7	%		2.0		—	2.7	%		4.3
Other indebtedness		3.3	1.9	%		0.1		9.7	1.1	%		0.1
Total	$	1,221.2			$	55.8	$	1,202.2			$	125.3

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2018 Senior Secured Credit Facility

On June 17, 2010, the Company entered into the 2018 Senior Secured Credit Facility.  All term loan borrowings under the 2018 Senior Secured Credit Facility were repaid in conjunction with the January 2013 amendment.  Under this agreement, the Company entered into the 2018 Revolving Facility, which, as a result of the amendment in January 2013, included a borrowing capacity of $300.0 million. As of December 31, 2014, the Company had no amounts outstanding under the 2018 Revolving Facility.  

In May 2015, upon completion of the refinancing transactions discussed below, the Company terminated the 2018 Senior Secured Credit Facility.  Prior to this termination, the Company had no outstanding borrowings under the 2018 Revolving Facility.  

Senior Credit Facility

On May 5, 2015, the Borrowers, entered into the Credit Agreement, which provides senior secured financing of up to $825.0 million, defined as the Senior Credit Facility.  The Senior Credit Facility provides for senior secured financing consisting of the (i) 2020 Revolving Facility including a $325.0 revolving credit facility, with a $25.0 million swingline subfacility and a $35.0 million letter of credit subfacility maturing in May 2020 and (ii) $500.0 million senior secured 2021 Term Loan B (maturing in November 2021). Amounts under the 2020 Revolving Facility are available in U.S. dollars and euros.

The 2021 Term Loan B bears an interest rate of LIBOR plus 3.25%, subject to a 1.00% LIBOR floor, and was issued at a 0.25% original issue discount.  Further, the 2021 Term Loan B requires scheduled quarterly payments in amounts equal to 0.25% of the original principal amount of the 2021 Term Loan B, with the balance to be paid at maturity. As of June 30, 2015, $5.0 million of these scheduled future payments were classified as current debt on the Company’s condensed consolidated balance sheet

Loans under the 2020 Revolving Facility, at the Borrowers’ option, may be maintained as (a) LIBO rate loans, which bear interest at a rate per annum equal to the LIBO rate plus the applicable margin (as defined in the Credit Agreement), if applicable, or (b) base rate loans which shall bear interest at a rate per annum equal to the base rate plus the applicable margin (as defined in the Credit Agreement).  The Borrowers will be required to pay a quarterly commitment fee in respect of any unused commitments under the 2020 Revolving Facility equal to 0.50% per annum.

As of June 30, 2015, the Company had no outstanding borrowings, and had $313.2 million (net of $11.8 million outstanding letters of credit) of funds available for borrowings under the 2020 Revolving Facility.

The Senior Credit Facility is collateralized by a security interest in substantially all of the assets of Trinseo Materials Operating S.C.A., as lead borrower, Trinseo Materials Finance, Inc., as co-borrower, and the guarantors thereunder including Trinseo Materials S.à r.l., certain U.S. subsidiaries and certain foreign subsidiaries organized in Luxembourg, The Netherlands, Hong Kong, Singapore, Ireland, Germany and Switzerland.

The Senior Credit Facility requires the Borrowers and their restricted subsidiaries to comply with customary affirmative and negative covenants, including limitations on their abilities to incur liens; make certain loans and investments; incur additional debt; merge, consolidate liquidate or dissolve; transfer or sell assets; pay dividends and other distributions to shareholders or make certain other restricted payments; enter into transactions with affiliates; restrict any restricted subsidiary from paying dividends or making other distributions or agree to certain negative pledge clauses; materially alter the business we conduct; prepay certain other indebtedness; amend certain material documents; and change our fiscal year.

The 2020 Revolving Facility contains a financial covenant that requires compliance with a springing first lien net leverage ratio test. If the outstanding balance under the 2020 Revolving Facility exceeds 30% of the $325.0 million borrowing capacity (excluding undrawn letters of credit up to $10.0 million and cash collateralized letters of credit) at a quarter-end, then the Company’s first lien net leverage ratio may not exceed 2.00 to 1.00.  As of June 30, 2015, the Company was in compliance with all debt covenant requirements under the Senior Credit Facility.

2019 Senior Notes

In January 2013, the Company issued $1,325.0 million 8.750% 2019 Senior Notes due to mature on February 1, 2019.In July 2014, using proceeds from the Company’s IPO (see Note 1 of the condensed consolidated financial

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statements), the Company redeemed $132.5 million in aggregate principal amount of the 2019 Senior Notes.

On May 13, 2015, using the net proceeds from the issuance of the 2021 Term Loan B, together with the net proceeds from the issuance of the 2022 Senior Notes (defined and discussed below) and available cash, the Company redeemed all outstanding borrowings under the 2019 Senior Notes, totaling $1,192.5 million in principal, together with a call premium of $68.6 million (with a redemption price of 103% on the first $132.5 million and 106.097% on the remaining balance) and accrued and unpaid interest thereon of $29.6 million.

2022 Senior Notes

On May 5, 2015, the Issuers executed the Indenture pursuant to which they issued $300.0 million aggregate principal amount of 6.750% USD Notes due May 1, 2022 and €375.0 million aggregate principal amount of 6.375% Euro Notes due May 1, 2022 (together with the USD Notes, the 2022 Senior Notes).  Interest on the 2022 Senior Notes is payable semi-annually on May 1 and November 1 of each year, commencing on November 1, 2015.

At any time prior to May 1, 2018, the Issuers may redeem the Euro Notes and/or the USD Notes in whole or in part, at their option at a redemption price equal to 100% of the principal amount of such notes plus the relevant applicable premium as of, and accrued and unpaid interest to, but not including, the redemption date. At any time and from time to time after May 1, 2018, the Issuers may redeem the Euro Notes and/or the USD Notes, in whole or in part, at a redemption price equal to the percentage of principal amount set forth below plus accrued and unpaid interest, if any, on the notes redeemed to, but not including, the redemption date:

	Euro Notes		USD Notes
12-month period commencing May 1 in Year	Percentage		Percentage
2018	103.188	%	103.375	%
2019	101.594	%	101.688	%
2020 and thereafter	100.000	%	100.000	%

In addition, at any time prior to May 1, 2018, the Issuers may redeem up to 40% of the aggregate principal amount of each of the USD Notes and the Euro Notes, either together or separately, at a redemption price equal to 106.750% of the principal amount thereof for the USD Notes and 106.375% of the principal amount thereof for the Euro Notes plus, in each case, accrued and unpaid interest to, but not including, the redemption date, in an amount equal to the aggregate gross proceeds from certain equity offerings.

The 2022 Senior Notes are the Issuers’ senior unsecured obligations and rank equally in right of payment with all of the Issuers’ existing and future indebtedness that is not expressly subordinated in right of payment thereto. The 2022 Senior Notes will be senior in right of payment to any future indebtedness that is expressly subordinated in right of payment thereto and effectively junior to (a) the Issuers’ existing and future secured indebtedness, including the Company’s accounts receivable facility and the Issuers’ Senior Credit Facility (discussed above), to the extent of the value of the collateral securing such indebtedness and (b) all existing and future liabilities of the Issuers’ non-guarantor subsidiaries.

The Indenture contains customary covenants that, among other things, limit the Issuers’ and certain of their subsidiaries’ ability to incur additional indebtedness and guarantee indebtedness, pay dividends or make other distributions, make investments, or prepay certain indebtedness, each subject to a number of exceptions and qualifications. Certain of these covenants, will be suspended during any period of time that (1) the 2022 Notes have investment grade ratings (as defined in the Indenture) and (2) no default has occurred and is continuing under the Indenture. In the event that the 2022 Senior Notes are downgraded to below an investment grade rating, the Issuers and certain subsidiaries will again be subject to the suspended covenants with respect to future events. As of June 30, 2015, the Company was in compliance with all debt covenant requirements under the Indenture.

Accounts Receivable Securitization Facility

In May 2013, the Company amended its existing Accounts Receivable Securitization Facility, which increased its borrowing capacity from $160.0 million to $200.0 million, extended the maturity date to May 2016 and allows for the expansion of the pool of eligible accounts receivable to include previously excluded U.S. and Netherlands subsidiaries. The Accounts Receivable Securitization Facility is subject to interest charges against the amount of outstanding borrowings as well as the amount of available, but undrawn borrowings. As a result of the amendment to our Accounts

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Receivable Securitization Facility, in regards to outstanding borrowings, fixed interest charges decreased from 3.25% plus commercial paper rates to 2.60% plus variable commercial paper rates. In regards to available, but undrawn borrowings, fixed interest charges decreased from 1.50% to 1.40%.

As of June 30, 2015, there were no amounts outstanding under the Accounts Receivable Securitization Facility, with approximately $147.3 million of accounts receivable available to support this facility, based on the pool of eligible accounts receivable.

Other Indebtedness

As of June 30, 2015, we had $1.2 million of outstanding borrowings under our short-term revolving credit facility through our subsidiary in China that provides uncommitted funds available for borrowing, subject to the availability of collateral. The facility is subject to annual renewal.

Capital Resources and Liquidity

Our sources of liquidity include cash on hand, cash flow from operations and amounts available under the Senior Credit Facility and the Accounts Receivable Securitization Facility. We believe, based on our current level of operations, that these sources of liquidity will be sufficient to fund our operations, capital expenditures and debt service for at least the next twelve months.

Our liquidity requirements are significant due to our highly leveraged nature, as well as our working capital requirements. As of June 30, 2015, we had $1,221.2 million in outstanding indebtedness and $741.1 million in working capital. As of December 31, 2014, we had $1,202.2 million in outstanding indebtedness and $748.7 million in working capital. As of June 30, 2015 and December 31, 2014, we had $114.8 million and $94.7 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.

As discussed above, in May 2015, we terminated our existing 2018 Senior Secured Credit Facility, which included a $300.0 million revolving credit facility set to mature in 2018, and entered into the new Senior Credit Facility, which increased the borrowing capacity under our new revolving facility to $325.0 million and extended the maturity to May 2020.  Also as a part of this refinancing, we redeemed our existing 2019 Senior Notes totaling $1,192.5 million, replacing those borrowings with a $500.0 million Term Loan B due November 2021,$300.0 million in USD Notes and €375.0 million in Euro Notes, both due May 2022.  We  also continue to maintain our Accounts Receivable Securitization Facility set to mature in May 2016, under which our borrowing capacity is $200.0 million.

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 direct or indirect 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.

We cannot make assurances that our business will generate sufficient cash flow from operations or that future borrowings will be available to us under the Senior Secured Credit Facility in an amount sufficient to enable us to pay our indebtedness, or to fund our other liquidity needs. Further, our highly leveraged nature may limit our ability to procure additional financing in the future. As of June 30, 2015 and December 31, 2014, we were in compliance with all the covenants and default provisions under our credit arrangements.

We believe that funds provided by operations, our existing cash and cash equivalent balances, borrowings available under our 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. However, if we were to undertake any significant acquisitions or investments, it may be necessary for us to obtain additional debt or equity financings. We may not be able to obtain such financing on reasonable terms, or at all.

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Contractual Obligations and Commercial Commitments

Other than the impact of the May 2015 refinancing of our debt, which included the issuance of our 2022 Senior Notes and 2021 Term Loan B, accompanied by the retirement of our 2019 Senior Notes (discussed in Note 6 to the condensed consolidated financial statements), 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 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 Qualitative 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. 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.

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 June 30, 2015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

47

PART II — OTHER INFORMATION

Item 1. Legal Proceedings  

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 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, 2014, 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.

(c)Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

See Exhibit Index.

48

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: August 7, 2015

TRINSEO S.A.
By:	/s/ Christopher D. Pappas
Name:	Christopher D. Pappas
Title:	President and Chief Executive Officer (Principal Executive Officer)
By:	/s/ John A. Feenan
Name:	John A. Feenan
Title:	Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

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 2014 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	Credit Agreement, dated as of May 5, 2015,  among Trinseo Materials Operating S.C.A., Trinseo Materials Finance, Inc. together with Trinseo Holdings S.à r.l., and Trinseo Materials S.à r.l. Deutsche Bank AG New York Branch, as administrative agent, collateral agent L/C issuer and swing line lender, Citigroup Global Markets Inc., as syndication agent, and the lenders from time to time party thereto (incorporated herein by reference to Exhibit 10.1 to the Current Report filed on Form 8-K, No. 001-36473, filed May 11, 2015)
10.2†	Letter Agreement, dated May 11, 2015, between Trinseo S.A. and Christopher D. Pappas, defining retirement for purpose of equity awards.
10.3†	Letter Agreement, dated May 11, 2015, between Trinseo S.A. and Martin Pugh, defining retirement for purpose of equity awards.
10.4†	Letter Agreement, dated May 11, 2015, between Trinseo S.A. and Marilyn N. Horner, defining retirement for purpose of equity awards.
10.5†	Form of Employee Restricted Stock Unit Award Agreement
10.6†	Form of Employee Non-statutory Option Award Agreement
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

†  Filed herewith.

††  Furnished herewith.

*  Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

EX-10.2

Exhibit 10.2

May11,2015

Mr. ChristopherD.  Pappas  

DearMr. Pappas:

RE:DefinitionofRetirementforPurposesofEquityAwards under2014OmnibusIncentivePlan

Thisletterconfirmsthatthefollowingdefinitionof"Retirement"isapplicabletotheStockOptions  grantedto  you on February27, 2015:

"Retirement” means (i) a termination of Optionee's Employment by the Company (or its subsidiaries) other than for Cause; (ii) a termination of  Optionee's Employment by the Grantee with "good reason" (with such term having the meaning ascribed thereto in the employment agreement between the Optionee and the Company, or its subsidiaries) ("Good Reason") for so long as such agreement is in effect; (iii) a termination of Optionee's Employment by the Optionee without Good Reason where the Optionee provides the Company with at least 12 months notice of the termination, or (iv) on or after February 26, 2016, a termination of Optionee's Employment by the Optionee without Good Reason.

Thisletterconfirmsthatthefollowingdefinitionof"Retirement"isapplicabletotheRestrictedStock Units granted  to  you on February27, 2015:

"Retirement” means (i) a termination of Grantee's Employment by the Company (or its subsidiaries) other than for Cause; (ii) a termination of Grantee's Employment by the Grantee with "good reason" (with such term having the meaning ascribed thereto in the employment agreement between the Grantee and the Company, or its subsidiaries) ("Good Reason") for so long as such agreement is in effect; (iii) a termination of Grantee's Employment by the Grantee without Good Reason where the Grantee provides the Company with at least 12 months notice of the termination, or (iv) on or after February 26, 2016, a termination of Grantee's Employment by the Grantee without Good Reason.

**

Trinseo S.A.
By:	/s/ Stephen Zide
Name:	Stephen Zide
Title:	Director

EX-10.3

Exhibit 10.3

	Trinseo LLC
	1000 Chesterbrook Blvd.
	Suite 300
	Berwyn, PA 19312

May 11, 2015

Mr. Martin Pugh

SWITZERLAND

Dear Mr. Pugh:

RE:  Definition of Retirement for Purposes of Equity Awards under 2014 Omnibus Incentive Plan

Thisletterconfirmsthatthefollowingdefinitionof"Retirement"isapplicabletotheStockOptionsgrantedtoyouonFebruary27,2015,inadditiontothedefinitionsetforthintheNon-StatutoryStockOptionAgreement:

"Retirement"alsomeansaterminationofEmploymentonorafterMarch 1,2017iftheOptionee's currentemploymentagreementexpireswithoutrenewalonMarch1,2017.

Thisletterconfirmsthatthefollowingdefinition of"Retirement"isapplicabletotheRestrictedStockUnitsgrantedtoyouonFebruary27,2015,inadditiontothedefinitionsetforthintheRestrictedStockUnitAgreement:

"Retirement"alsomeansaterminationofEmploymentonorafterMarch 1,2017iftheGrantee'scurrentemploymentagreementexpireswithoutrenewalonMarch1,2017.

* *

Trinseo S.A.
By:	/s/ Christopher D. Pappas
Name: Christopher D. Pappas
Title: President and Chief Executive Officer

EX-10.4

Exhibit 10.4

	Trinseo LLC
	1000 Chesterbrook Blvd.
	Suite 300
	Berwyn, PA 19312

May 11, 2015

Ms. Marilyn Horner

Dear Ms. Horner:

RE:  Definition of Retirement for Purposes of Equity Awards under 2014 Omnibus Incentive Plan

This letterconfirmsthat thefollowingdefinition of"Retirement” isapplicabletothe StockOptionsgrantedtoyouonFebruary27,2015:

"Retirement”meansaretirementfromactiveEmploymentaftertheOptioneehasattainedagefifty-five(55)withatleastsix(6)yearsofcontinuousservicewiththeCompany.

Thisletterconfirmsthatthefollowingdefinitionof"Retirement"isapplicabletotheRestricted Stock

UnitsgrantedtoyouonFebruary27,2015:

"Retirement"meansaretirementfromactiveEmploymentaftertheGranteehasattainedagefifty-five(55)withatleastsix(6)yearsofcontinuousservicewiththeCompany.

**

Trinseo S.A.
By:	/s/ Christopher D. Pappas
Name: Christopher D. Pappas
Title: Chief Executive Officer and President

EX-10.5

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

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 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. 

3.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 tohis 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 Awardwill 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 Employmentthroughthe 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 theGrantee 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 Awardwill 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 continuousEmploymentthroughthe Vesting Date, multiplied by (B) a fraction, the numerator of which 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 3(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

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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;

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.

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.

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4. Delivery of Stock.  The Company shall, as soon as practicable upon the vesting of the Restricted Stock Units or any portion thereof as provided in Section 3(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.  Based on the par value of the Company’s Stock on the Grant Date of $.01/share and the number of Restricted Stock Units subject to this Award, the expected amount the Grantee would be required to pay is $[] ($.01 x [] shares).  The actual amount the Grantee will be required to pay will be determined at the time that the Award vests.

5. Dividends; Dividend Equivalents; Other Rights.  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 actually delivered under this Award.  The Company shall not provide any dividend equivalent payments to the Grantee in connection with the Award.

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

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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.

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.

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

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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.

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.  

(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” under U.S. federal tax laws with respect to the Award.

(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 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.

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 Granteefurther acknowledges and agrees that (i) this Agreement may be executed in two or more counterparts, each of which shall be an

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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.  

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 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.

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

Dated:
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 2015.  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 Stockis 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.

Repatriation; Compliance with Laws.  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 the Grantee.  The Company and the Administrator reserve the right to impose other requirements on the 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 the Grantee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.  Finally, the Grantee agrees to take any and all actions as may be required to comply with the Grantee’s personal legal and tax obligations under all laws, rules and regulations applicable to the Grantee.

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.

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 grant of the Restricted Stock Unit Award is voluntary and occasional and does not create any contractual or other right to receive future grants of Awards or benefits in lieu of the Award even if Awards have been granted repeatedly in the past.

· The future value of the Stock is unknown and cannot be predicted with certainty.

· 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 arise.

· 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.

Notifications Applicable To Brazil

Exchange Control Information.  If the Grantee is resident or domiciled in Brazil, the Grantee will be required to submit annually a declaration of assets and rights held outside of Brazil to the Central Bank of Brazil if the aggregate value of such assets and rights is equal to or greater than US$100,000.  Assets and rights that must be reported include Restricted Stock Units and Stock.  

Notifications Applicable To Czech Republic

Exchange Control Information.The Czech National Bank may require the Grantee to fulfill certain notification duties in relation to the acquisition of Stock and the opening and maintenance of a foreign account.  However, because exchange control regulations change frequently and without notice, the Grantee should consult his or her personal legal advisor prior to the vesting of the Awards and the subsequent sale of Stock to ensure compliance with current regulations.  The Grantee is responsible for complying with any applicable Czech exchange control laws.

Notifications Applicable To France

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.

Notifications Applicable To Germany

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. 

Terms and Conditions Applicable to Hong Kong

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.

Notifications Applicable To India

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 of receipt.  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.

Notifications Applicable to Indonesia

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 the Bank of 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.

Notifications Applicable to Italy

Exchange Control Information.  The Grantee is required to report in the Grantee’s annual tax return: (a) any transfers of cash or Stock to or from Italy exceeding €10,000 or the equivalent amount in U.S. dollars; (b) any foreign investments or investments held outside of Italy at the end of the calendar year exceeding €10,000 if such investments (including cash or Stock) may result in income taxable in Italy; and (c) the amount of the transfers to and from abroad during the calendar year which have had an impact on the Grantee’s foreign investments or investments held outside of Italy.  Under certain circumstances, the Grantee may be exempt from the requirements under (a) above if the transfer or investment is made through an authorized broker resident in Italy.

Notifications Applicable to the Netherlands

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.

Terms and Conditions Applicable to Spain

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 Unitsshall 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.

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.

Notifications Applicable to Switzerland

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 constitutes a prospectus as such term is understood pursuant to article 652a of the Swiss Code of Obligations and neither this document nor any other materials relating to the Plan may be publicly distributed nor otherwise made publicly available in Switzerland.

Terms and Conditions Applicable to Taiwan

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.

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 Applicable to the United Kingdom

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.

**

EX-10.6

Exhibit 10.6

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

TRINSEO S.A.

2014OmnibusIncentive 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.2014Omnibus 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 7of 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 pricemay 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 9thanniversary 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.

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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:

(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 terminatesdue 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

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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 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 Section3(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 Employmentwith 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 dateor (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, 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

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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 Section3(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 Section13(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 of the Company or the surviving entity of such merger or consolidation representing 50% or more of the

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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.

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

-6-

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.

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.

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

-7-

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 Optioneeunderstands that the Company and the Affiliates may hold certain personal information about the Optionee including, but not limited to, the Optionee’sname, 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’scountry 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 Optioneeunderstands 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 Optioneeunderstands 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 Optioneefurther acknowledges that withdrawal

-8-

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 Optioneeunderstands 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:	Christopher D. Pappas
Title:	President and Chief Executive Officer

Dated:
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 2015.  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.  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.  Finally, 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.  

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 grant of the Stock Option is voluntary and occasional and does not create any contractual or other right to receive future grants of Stock Options or benefits in lieu of the Stock Option even if Stock Options have been granted repeatedly in the past.

· The future value of the Stock is unknown and cannot be predicted with certainty.

· 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 arise.

· 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.

Notifications Applicable To Germany

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. 

Terms and Conditions Applicable to Hong Kong

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.

Notifications Applicable to the Netherlands

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.

Notifications Applicable to Switzerland

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 constitutes a prospectus as such term is understood pursuant to article 652a of the Swiss Code of Obligations and neither this document nor any other materials relating to the Plan may be publicly distributed nor otherwise made publicly available in Switzerland.

EX-31.1

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 controls 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 controls 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: August 7, 2015

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

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, John A. Feenan, 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 controls 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 controls 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)All 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: August 7, 2015

By:	/s/ John A. Feenan
Name:	John A. Feenan
Title:	Chief Financial Officer

EX-32.1

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 June 30, 2015, 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), as applicable, of the Securities Exchange Act of 1934 as amended; 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: August 7, 2015

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

EX-32.2

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

In connection with the quarterly report of Trinseo S.A. (the “Company”) on Form 10-Q for the period ended June 30, 2015, 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), as applicable, of the Securities Exchange Act of 1934 as amended; 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: August 7, 2015

By:	/s/ John A. Feenan
Name:	John A. Feenan
Title:	Chief Financial Officer

XML

Accumulated Other Comprehensive Income (Loss) (Tables)

6 Months Ended

Jun. 30, 2015

Accumulated Other Comprehensive Income (Loss)

Components of AOCI, Net of Income Taxes

	Currency		Pension & Other			Foreign Exchange
	Translation		Postretirement Benefit			Cash Flow
Three Months Ended  June 30, 2015 and 2014	Adjustments		Plans, Net			Hedges, Net	Total
Balance at March 31, 2015	$	(131,910)	$	(56,625)	$	1,035	$	(187,500)
Other comprehensive income (loss)		35,241		—		(1,370)		33,871
Amounts reclassified from AOCI to net income (1)		—		791		(70)		721
Balance at June 30, 2015	$	(96,669)	$	(55,834)	$	(405)	$	(152,908)
Balance at March 31, 2014	$	114,721	$	(27,524)	$	—	$	87,197
Other comprehensive income (loss)		(8,927)		—		—		(8,927)
Amounts reclassified from AOCI to net income (1)		—		336		—		336
Balance at June 30, 2014	$	105,794	$	(27,188)	$	—	$	78,606

	Currency		Pension & Other			Foreign Exchange
	Translation		Postretirement Benefit			Cash Flow
Six Months Ended June 30, 2015 and 2014	Adjustments		Plans, Net			Hedges, Net	Total
Balance at December 31, 2014	$	(17,755)	$	(57,462)	$	—	$	(75,217)
Other comprehensive income (loss)		(78,914)		—		(335)		(79,249)
Amounts reclassified from AOCI to net income (1)		—		1,628		(70)		1,558
Balance at June 30, 2015	$	(96,669)	$	(55,834)	$	(405)	$	(152,908)
Balance at December 31, 2013	$	116,146	$	(27,768)	$	—	$	88,378
Other comprehensive income (loss)		(10,352)		—		—		(10,352)
Amounts reclassified from AOCI to net income (1)		—		580		—		580
Balance at June 30, 2014	$	105,794	$	(27,188)	$	—	$	78,606

____________

(1) The following is a summary of amounts reclassified from AOCI to net income for the three and six months ended June 30, 2015 and 2014, respectively:

	Amount Reclassified from AOCI				Amount Reclassified from AOCI
AOCI Components	Three Months Ended  June 30,				Six Months Ended  June 30,				Statement of Operations
	2015		2014		2015		2014		Classification
Cash flow hedging items
Foreign exchange cash flow hedges	$	(76)	$	—	$	(76)	$	—	Cost of sales
Total before tax		(76)		—		(76)		—
Tax effect		6				6			Provision for income taxes
Total, net of tax	$	(70)	$	—	$	(70)	$	—
Amortization of pension and other postretirement benefit plan items
Prior service credit	$	(376)	$	(232)	$	(773)	$	(462)	(a)
Net actuarial loss		1,512		740		3,097		1,349	(a)
Total before tax		1,136		508		2,324		887
Tax effect		(345)		(172)		(696)		(307)	Provision for income taxes
Total, net of tax	$	791	$	336	$	1,628	$	580

____________

(a) These AOCI components are included in the computation of net periodic benefit costs (see Note 11).

Reclassification out of Accumulated Other Comprehensive Income [Table Text Block]

	Amount Reclassified from AOCI				Amount Reclassified from AOCI
AOCI Components	Three Months Ended  June 30,				Six Months Ended  June 30,				Statement of Operations
	2015		2014		2015		2014		Classification
Cash flow hedging items
Foreign exchange cash flow hedges	$	(76)	$	—	$	(76)	$	—	Cost of sales
Total before tax		(76)		—		(76)		—
Tax effect		6				6			Provision for income taxes
Total, net of tax	$	(70)	$	—	$	(70)	$	—
Amortization of pension and other postretirement benefit plan items
Prior service credit	$	(376)	$	(232)	$	(773)	$	(462)	(a)
Net actuarial loss		1,512		740		3,097		1,349	(a)
Total before tax		1,136		508		2,324		887
Tax effect		(345)		(172)		(696)		(307)	Provision for income taxes
Total, net of tax	$	791	$	336	$	1,628	$	580

____________

(a) These AOCI components are included in the computation of net periodic benefit costs (see Note 11).

XML

Fair Value Measurements - Assets and Liabilities at Fair Value, Recurring (Detail) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Fair Value Measurements
Assets at Fair Value	$ 4,623	$ 298
Liabilities at Fair Value	(2,055)	(4,850)
Recurring
Fair Value Measurements
Total fair value	2,568	(4,552)
Recurring | Foreign Exchange Forward Contracts
Fair Value Measurements
Assets at Fair Value	3,302	298
Liabilities at Fair Value	(110)	(4,850)
Recurring | Significant Other Observable Inputs (Level 2)
Fair Value Measurements
Total fair value	2,568	(4,552)
Recurring | Significant Other Observable Inputs (Level 2) | Foreign Exchange Forward Contracts
Fair Value Measurements
Assets at Fair Value	3,302	298
Liabilities at Fair Value	(110)	$ (4,850)
Recurring | Foreign Exchange Cash Flow Hedges
Fair Value Measurements
Assets at Fair Value	1,321
Liabilities at Fair Value	(1,945)
Recurring | Foreign Exchange Cash Flow Hedges | Significant Other Observable Inputs (Level 2)
Fair Value Measurements
Assets at Fair Value	1,321
Liabilities at Fair Value	$ (1,945)

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Debt - Schedule of Debt (Details) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Debt Instruments
Total debt	$ 1,221,199	$ 1,202,207
Less: current portion	(6,208)	(7,559)
Total long-term debt	1,214,991	1,194,648
Senior Credit Facility [Member] | Term Loans [Member]
Debt Instruments
Total debt	498,777
USD Notes
Debt Instruments
Total debt	300,000
Euro Notes
Debt Instruments
Total debt	419,063
2019 Senior Notes
Debt Instruments
Total debt		1,192,500
Accounts Receivable Securitization Facility [Member]
Debt Instruments
Total debt	0	0
Other Indebtedness [Member]
Debt Instruments
Total debt	$ 3,359	$ 9,707

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Accumulated Other Comprehensive Income (Loss) - Reclassification (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Income (loss) before income taxes	$ 8,256	$ (39,171)	$ 63,860	$ (9,335)
Tax effect	(7,500)	(5,450)	(25,400)	(18,200)
Currency Translation Adjustment | Reclassification out of Accumulated Other Comprehensive Income [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Cost of Sales	(76)		(76)
Pension & Other Postretirement Benefit Plans, Net | Reclassification out of Accumulated Other Comprehensive Income [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Income (loss) before income taxes	1,136	508	2,324	887
Tax effect	(345)	(172)	(696)	(307)
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest, Total	791	336	1,628	580
Accumulated Defined Benefit Plans Adjustment, Net Prior Service Attributable to Parent [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Prior service credit	(376)	(232)	(773)	(462)
Accumulated Defined Benefit Plans Adjustment, Net Gain (Loss) Attributable to Parent [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Net actuarial loss	1,512	$ 740	3,097	$ 1,349
Foreign Exchange Cash Flow Hedges, Net | Reclassification out of Accumulated Other Comprehensive Income [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Income (loss) before income taxes	(76)		(76)
Tax effect	6		6
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest, Total	$ (70)		$ (70)

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Fair Value Measurements - Items not at Fair Value (Detail) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Fair Valueof Debt Instruments
Total fair value of long term debt	$ 1,220,652	$ 1,212,045
2019 Senior Notes | Significant Other Observable Inputs (Level 2)
Fair Valueof Debt Instruments
Total fair value of long term debt		$ 1,212,045
Euro Notes | Significant Other Observable Inputs (Level 2)
Fair Valueof Debt Instruments
Total fair value of long term debt	420,462
USD Notes | Significant Other Observable Inputs (Level 2)
Fair Valueof Debt Instruments
Total fair value of long term debt	304,875
Term Loans [Member] | Senior Credit Facility [Member] | Significant Other Observable Inputs (Level 2)
Fair Valueof Debt Instruments
Total fair value of long term debt	$ 495,315

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Goodwill and Intangible Assets - Other Intangible Assets (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2015	Dec. 31, 2014
Other Intangible Assets
Gross Carrying Amount	$ 220,563	$ 231,390
Accumulated Amortization	(70,203)	(66,032)
Net	$ 150,360	165,358
Developed Technology [Member]
Other Intangible Assets
Estimated Useful Life (Years)	15 years
Gross Carrying Amount	$ 173,628	188,854
Accumulated Amortization	(58,127)	(56,782)
Net	$ 115,501	132,072
Manufacturing Capacity Rights [Member]
Other Intangible Assets
Estimated Useful Life (Years)	6 years
Gross Carrying Amount	$ 21,233	23,095
Accumulated Amortization	(4,304)	(2,809)
Net	$ 16,929	20,286
Software [Member]
Other Intangible Assets
Estimated Useful Life (Years)	5 years
Gross Carrying Amount	$ 13,628	13,177
Accumulated Amortization	(7,772)	(6,441)
Net	5,856	6,736
Software in Development [Member]
Other Intangible Assets
Gross Carrying Amount	12,074	6,000
Net	$ 12,074	6,000
Other [Member]
Other Intangible Assets
Gross Carrying Amount		264
Net		$ 264

XML

Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2015

Fair Value Measurements

Schedule of Assets and Liabilities at Fair Value on Recurring Basis

	June 30, 2015
	Quoted Prices in		Significant		Significant
	Active Markets for		Other Observable		Unobservable
	Identical Items		Inputs		Inputs
Assets (Liabilities) at Fair Value	(Level 1)		(Level 2)		(Level 3)		Total
Foreign exchange forward contracts—Assets	$	—	$	3,302	$	—	$	3,302
Foreign exchange forward contracts—(Liabilities)		—		(110)		—		(110)
Foreign exchange cash flow hedges—Assets		—		1,321		—		1,321
Foreign exchange cash flow hedges—(Liabilities)		—		(1,945)		—		(1,945)
Total fair value	$	—	$	2,568	$	—	$	2,568

	December 31, 2014
	Quoted Prices in		Significant		Significant
	Active Markets for		Other Observable		Unobservable
	Identical Items		Inputs		Inputs
Assets (Liabilities) at Fair Value	(Level 1)		(Level 2)		(Level 3)		Total
Foreign exchange forward contracts—Assets	$	—	$	298	$	—	$	298
Foreign exchange forward contracts—(Liabilities)		—		(4,850)		—		(4,850)
Total fair value	$	—	$	(4,552)	$	—	$	(4,552)

Estimated Fair Value of Outstanding Debt Not Carried at Fair Value

	As of		As of
	June 30, 2015		December 31, 2014
2019 Senior Notes	$	—	$	1,212,045
2022 Senior Notes
USD Notes		304,875		—
Euro Notes		420,462		—
2021 Term Loan B		495,315		—
Total fair value	$	1,220,652	$	1,212,045

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Commitments and Contingencies - Operating Leases, Environmental Matters (Detail) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2015	Dec. 31, 2014
Commitments and Contingencies Disclosure
Accrued obligations for environmental remediation and restoration costs	$ 0	$ 0
Environmental remediation costs	$ 0	$ 0

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Earnings (Loss) Per Share (Detail) $ / shares in Units, shares in Thousands, $ in Thousands		3 Months Ended		6 Months Ended
	May. 30, 2014	Jun. 30, 2015 USD ($) $ / shares shares	Jun. 30, 2014 USD ($) $ / shares shares	Jun. 30, 2015 USD ($) $ / shares shares	Jun. 30, 2014 USD ($) $ / shares shares
Reverse stock split ratio	0.00229
Earnings (losses):
Net income (loss) | $		$ 756	$ (44,621)	$ 38,460	$ (27,535)
Shares:
Weighted average shares- basic		48,771	38,912	48,770	38,096
Dilutive effect of restricted stock units		136		126
Diluted weighted average shares outstanding		48,907	38,912	48,896	38,096
Income (loss) per share:
Income (loss) per share- basic | $ / shares		$ 0.02	$ (1.15)	$ 0.79	$ (0.72)
Income (loss) per share- diluted | $ / shares		$ 0.02	$ (1.15)	$ 0.79	$ (0.72)
Parent [Member]
Earnings (losses):
Net income (loss) | $		$ 756	$ (44,621)	$ 38,460	$ (27,535)

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Accumulated Other Comprehensive Income (Loss)

6 Months Ended

Jun. 30, 2015

Accumulated Other Comprehensive Income (Loss)

Accumulated Other Comprehensive Income (Loss)

NOTE 17—ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The components of accumulated other comprehensive income (AOCI), net of income taxes, consisted of:

	Currency		Pension & Other			Foreign Exchange
	Translation		Postretirement Benefit			Cash Flow
Three Months Ended  June 30, 2015 and 2014	Adjustments		Plans, Net			Hedges, Net	Total
Balance at March 31, 2015	$	(131,910)	$	(56,625)	$	1,035	$	(187,500)
Other comprehensive income (loss)		35,241		—		(1,370)		33,871
Amounts reclassified from AOCI to net income (1)		—		791		(70)		721
Balance at June 30, 2015	$	(96,669)	$	(55,834)	$	(405)	$	(152,908)
Balance at March 31, 2014	$	114,721	$	(27,524)	$	—	$	87,197
Other comprehensive income (loss)		(8,927)		—		—		(8,927)
Amounts reclassified from AOCI to net income (1)		—		336		—		336
Balance at June 30, 2014	$	105,794	$	(27,188)	$	—	$	78,606

	Currency		Pension & Other			Foreign Exchange
	Translation		Postretirement Benefit			Cash Flow
Six Months Ended June 30, 2015 and 2014	Adjustments		Plans, Net			Hedges, Net	Total
Balance at December 31, 2014	$	(17,755)	$	(57,462)	$	—	$	(75,217)
Other comprehensive income (loss)		(78,914)		—		(335)		(79,249)
Amounts reclassified from AOCI to net income (1)		—		1,628		(70)		1,558
Balance at June 30, 2015	$	(96,669)	$	(55,834)	$	(405)	$	(152,908)
Balance at December 31, 2013	$	116,146	$	(27,768)	$	—	$	88,378
Other comprehensive income (loss)		(10,352)		—		—		(10,352)
Amounts reclassified from AOCI to net income (1)		—		580		—		580
Balance at June 30, 2014	$	105,794	$	(27,188)	$	—	$	78,606

____________

(1) The following is a summary of amounts reclassified from AOCI to net income for the three and six months ended June 30, 2015 and 2014, respectively:

	Amount Reclassified from AOCI				Amount Reclassified from AOCI
AOCI Components	Three Months Ended  June 30,				Six Months Ended  June 30,				Statement of Operations
	2015		2014		2015		2014		Classification
Cash flow hedging items
Foreign exchange cash flow hedges	$	(76)	$	—	$	(76)	$	—	Cost of sales
Total before tax		(76)		—		(76)		—
Tax effect		6				6			Provision for income taxes
Total, net of tax	$	(70)	$	—	$	(70)	$	—
Amortization of pension and other postretirement benefit plan items
Prior service credit	$	(376)	$	(232)	$	(773)	$	(462)	(a)
Net actuarial loss		1,512		740		3,097		1,349	(a)
Total before tax		1,136		508		2,324		887
Tax effect		(345)		(172)		(696)		(307)	Provision for income taxes
Total, net of tax	$	791	$	336	$	1,628	$	580

____________

(a) These AOCI components are included in the computation of net periodic benefit costs (see Note 11).

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Debt - Senior Notes (Details)			1 Months Ended	3 Months Ended	6 Months Ended
	May. 13, 2015 USD ($)	May. 05, 2015 USD ($)	Jul. 31, 2014 USD ($)	Jun. 30, 2015 USD ($)	Jun. 30, 2015 USD ($)	May. 05, 2015 EUR (€)	May. 05, 2015 USD ($)	Jan. 31, 2013 USD ($)
Debt Instruments
Redemption of Senior Notes					$ 1,192,500,000
Call premium					68,603,000
Loss on extinguishment of debt				$ 95,150,000	$ 95,150,000
2019 Senior Notes
Debt Instruments
Debt instrument issued								$ 1,325,000,000
Debt instrument, stated interest rate								8.75%
Redemption of Senior Notes	$ 1,192,500,000		$ 132,500,000
Call premium	$ 68,600,000
Debt instrument, redemption price percentage	103.00%
Debt Instrument Redemption Price Percentage for Balance Above Threshold	106.097%
Accrued and unpaid interest	$ 29,600,000
Loss on extinguishment of debt				94,500,000
Write off of Deferred Debt Issuance Cost				$ 25,900,000
2022 Senior Notes
Debt Instruments
Debt Discount and Deferred Financing Fees Amortization Period		7 years
2022 Senior Notes | Deferred Charges and Other Assets
Debt Instruments
Debt issuance costs		$ 16,000,000
2022 Senior Notes | Any Time Prior to Mayt 1, 2018 [Member]
Debt Instruments
Debt instrument, redemption price percentage		100.00%
Debt Instrument Redemption Price Percentage Of Principal Amount Redeemable Under Certain Conditions		40.00%
Euro Notes
Debt Instruments
Debt instrument issued | €						€ 375,000,000
Debt instrument, stated interest rate						6.375%	6.375%
Euro Notes | Any Time Prior to Mayt 1, 2018 [Member]
Debt Instruments
Debt Instrument Redemption Price Percentage Under Certain Conditions (as a percent)		106.375%
Euro Notes | 12-Month Period Commencing May 1, 2018 [Member]
Debt Instruments
Debt instrument, redemption price percentage		103.188%
Euro Notes | 12-Month Period Commencing May 1 2019 [Member]
Debt Instruments
Debt instrument, redemption price percentage		101.594%
Euro Notes | 12-Month Period Commencing May 1 2020 and thereafter [Member]
Debt Instruments
Debt instrument, redemption price percentage		100.00%
USD Notes
Debt Instruments
Debt instrument issued							$ 300,000,000
Debt instrument, stated interest rate						6.75%	6.75%
USD Notes | Any Time Prior to Mayt 1, 2018 [Member]
Debt Instruments
Debt Instrument Redemption Price Percentage Under Certain Conditions (as a percent)		106.75%
USD Notes | 12-Month Period Commencing May 1, 2018 [Member]
Debt Instruments
Debt instrument, redemption price percentage		103.375%
USD Notes | 12-Month Period Commencing May 1 2019 [Member]
Debt Instruments
Debt instrument, redemption price percentage		101.688%
USD Notes | 12-Month Period Commencing May 1 2020 and thereafter [Member]
Debt Instruments
Debt instrument, redemption price percentage		100.00%

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Investments in Unconsolidated Affiliates (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015 USD ($) item	Jun. 30, 2014 USD ($)	Jun. 30, 2015 USD ($) item	Jun. 30, 2014 USD ($)	Dec. 31, 2014 USD ($)
Investments in Unconsolidated Affiliates
Number of strategic joint ventures | item	2		2
Investments in unconsolidated affiliates	$ 200,206	$ 162,738	$ 200,206	$ 162,738	$ 167,658
Dividends received from investing activities				978
AmSty [Member]
Investments in Unconsolidated Affiliates
Investments in unconsolidated affiliates	164,400		164,400		133,500
Investment in unconsolidated affiliates-difference between carrying amount and underlying equity	$ 100,600		$ 100,600		108,400
Percentage of ownership underlying net assets	50.00%		50.00%
Amortized weighted average remaining useful life			P5Y3M18D
Dividends received from operating activities	$ 30,000	7,500	$ 45,000	12,500
Sumika Styron [Member]
Investments in Unconsolidated Affiliates
Investments in unconsolidated affiliates	35,800		35,800		34,100
Investment in unconsolidated affiliates-difference between carrying amount and underlying equity	$ 21,000		$ 21,000		$ 21,300
Percentage of ownership underlying net assets	50.00%		50.00%
Amortized weighted average remaining useful life			P10Y3M18D
Dividends received from investing activities	$ 0	$ 0	$ 0	$ 1,000

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Segments (Tables)

6 Months Ended

Jun. 30, 2015

Segments

Reconciliation of Segment Reporting to Consolidated

	Performance Materials
			Synthetic		Performance		Basic Plastics		Corporate
Three Months Ended	Latex		Rubber		Plastics		& Feedstocks		Unallocated		Total
June 30, 2015
Sales to external customers	$	247,512	$	115,370	$	185,304	$	480,487	$	—	$	1,028,673
Equity in earnings (losses) of unconsolidated affiliates		—		—		—		40,841		—		40,841
EBITDA(1)		14,904		18,461		21,256		122,155
Investment in unconsolidated affiliates		—		—		—		200,206		—		200,206
Depreciation and amortization		6,196		7,378		1,373		6,015		765		21,727
June 30, 2014
Sales to external customers	$	320,682	$	164,926	$	209,846	$	645,481	$	—	$	1,340,935
Equity in earnings (losses) of unconsolidated affiliates		—		—		—		5,378		—		5,378
EBITDA(1)		24,818		37,034		16,826		15,458
Investment in unconsolidated affiliates		—		—		—		162,738		—		162,738
Depreciation and amortization		7,336		8,474		1,417		9,109		877		27,213

	Performance Materials
			Synthetic		Performance		Basic Plastics		Corporate
Six Months Ended	Latex		Rubber		Plastics		& Feedstocks		Unallocated		Total
June 30, 2015
Sales to external customers	$	485,768	$	244,774	$	382,249	$	934,147	$	—	$	2,046,938
Equity in earnings (losses) of unconsolidated affiliates		—		—		—		77,548		—		77,548
EBITDA(1)		36,352		44,632		46,344		181,145
Investment in unconsolidated affiliates		—		—		—		200,206		—		200,206
Depreciation and amortization		12,566		15,169		2,786		12,244		1,516		44,281
June 30, 2014
Sales to external customers	$	646,988	$	341,639	$	411,851	$	1,299,589	$	—	$	2,700,067
Equity in earnings (losses) of unconsolidated affiliates		—		—		—		20,328		—		20,328
EBITDA(1)		50,331		80,134		34,175		38,017
Investment in unconsolidated affiliates		—		—		—		162,738		—		162,738
Depreciation and amortization		13,639		15,645		2,660		17,029		1,968		50,941

(1) Reconciliation of EBITDA to net income (loss) is as follows:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2015		2014		2015		2014
Total segment EBITDA	$	176,776	$	94,136	$	308,473	$	202,657
Corporate unallocated		(121,193)		(73,492)		(145,876)		(95,631)
Less: Interest expense, net		25,600		32,602		54,456		65,420
Less: Provision for income taxes		7,500		5,450		25,400		18,200
Less: Depreciation and amortization		21,727		27,213		44,281		50,941
Net income (loss)	$	756	$	(44,621)	$	38,460	$	(27,535)

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Derivative Instruments (Details) - Jun. 30, 2015 $ in Thousands	USD ($)	USD ($)	EUR (€)	USD ($)
Information regarding changes in fair value of derivatives
Gain (loss) from settlements		$ 7,747
Foreign exchange transaction gains (losses)	$ (10,400)	$ 7,600
Foreign Exchange Cash Flow Hedges
Derivative Instruments
Original maturity (in years)		17 months
Information regarding changes in fair value of derivatives
Foreign Currency Cash Flow Hedge Gain (Loss) to be Reclassified During Next 12 Months				$ (800)
Net Investment Hedge
Derivative Instruments
Cumulative foreign currency translation loss		$ 2,400
Information regarding changes in fair value of derivatives
Gain (Loss) Recognized in AOCI on Balance Sheet	(2,438)	(2,438)
Not Designated as Hedging Instruments [Member]
Information regarding changes in fair value of derivatives
Gain (Loss) Recognized in Statement of Operations	7,264	(13,698)
Not Designated as Hedging Instruments [Member] | Foreign Exchange Cash Flow Hedges
Derivative Instruments
Derivative contracts, notional amount				153,000
Designated as Hedging Instrument [Member]
Information regarding changes in fair value of derivatives
Gain (Loss) Recognized in AOCI on Balance Sheet	(1,440)	(405)
Gain (Loss) Recognized in Statement of Operations	76	76
Foreign Exchange Forward Contracts
Information regarding changes in fair value of derivatives
Gain (loss) from settlements	7,300	(13,700)
Foreign Exchange Forward Contracts | Not Designated as Hedging Instruments [Member]
Derivative Instruments
Derivative contracts, notional amount				448,900
Cost of Sales | Designated as Hedging Instrument [Member] | Foreign Exchange Cash Flow Hedges
Information regarding changes in fair value of derivatives
Gain (Loss) Recognized in AOCI on Balance Sheet	(1,440)	(405)
Gain (Loss) Recognized in Statement of Operations	76	76
Other Expense, Net | Net Investment Hedge
Information regarding changes in fair value of derivatives
Gain (Loss) Recognized in AOCI on Balance Sheet	(2,438)	(2,438)
Other Expense, Net | Foreign Exchange Forward Contracts | Not Designated as Hedging Instruments [Member]
Information regarding changes in fair value of derivatives
Gain (Loss) Recognized in Statement of Operations	$ 7,264	$ (13,698)
Euro [Member] | Foreign Exchange Forward Contracts | Buy | Not Designated as Hedging Instruments [Member]
Derivative Instruments
Derivative contracts, notional amount				247,252
Euro [Member] | Euro Notes | Net Investment Hedge
Derivative Instruments
Total debt | €			€ 375,000,000
Chinese Yuan [Member] | Foreign Exchange Forward Contracts | Sell | Not Designated as Hedging Instruments [Member]
Derivative Instruments
Derivative contracts, notional amount				94,421
Swiss Franc [Member] | Foreign Exchange Forward Contracts | Sell | Not Designated as Hedging Instruments [Member]
Derivative Instruments
Derivative contracts, notional amount				40,180
Indonesian Rupiah [Member] | Foreign Exchange Forward Contracts | Buy | Not Designated as Hedging Instruments [Member]
Derivative Instruments
Derivative contracts, notional amount				37,997
Japanese Yen [Member] | Foreign Exchange Forward Contracts | Sell | Not Designated as Hedging Instruments [Member]
Derivative Instruments
Derivative contracts, notional amount				$ 8,385

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Restructing (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014
Altona Plant Shutdown
Restructuring Cost and Reserve [Line Items]
Restructuring charges			$ 42
Accrued charges	$ 1,506		1,506		$ 2,128
Contract Termination [Member] | Altona Plant Shutdown
Restructuring Cost and Reserve [Line Items]
Restructuring charges			42
Accrued charges	1,506		1,506		2,128
Other Current Liabilities [Member] | Altona Plant Shutdown
Restructuring Cost and Reserve [Line Items]
Accrued charges	1,100		1,100		1,200
Other Noncurrent Obligations | Altona Plant Shutdown
Restructuring Cost and Reserve [Line Items]
Accrued charges	400		400		900
Selling, General and Administrative Expenses | Latex Segment | Altona Plant Shutdown
Restructuring Cost and Reserve [Line Items]
Restructuring charges		$ 1,500		$ 2,100	2,800
Dow [Member] | Restructuring in Polycarbonate [Member]
Restructuring Cost and Reserve [Line Items]
Accrued charges	0		0
Dow [Member] | Accounts Payable | Restructuring in Polycarbonate [Member]
Restructuring Cost and Reserve [Line Items]
Accrued charges					$ 4,200
Dow [Member] | Selling, General and Administrative Expenses | Basic Plastics & Feedstocks Segment | Decommisioning and demolition | Restructuring in Polycarbonate [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring charges	$ 0	$ 1,500	$ 500	$ 1,500

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Stock-Based Compensation - Restricted Stock Awards (Detail) - Restricted Stock [Member] - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Jun. 17, 2010
Time-Based
Stock-based Compensation
Compensation expense	$ 0.9	$ 2.2	$ 2.1	$ 4.7
Unrecognized compensation cost	3.0		$ 3.0
Weighted-average period of recognition			2 years
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Granted, Shares			0
Modified Time-Based
Stock-based Compensation
Compensation expense	0.9		$ 1.8
Unrecognized compensation cost	7.4		$ 7.4
Weighted-average period of recognition			2 years 1 month 6 days
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Granted, Shares			0
Management Retention
Stock-based Compensation
Compensation expense	0.1	$ 0.2	$ 0.2	$ 0.5
Unrecognized compensation cost	$ 0.2		$ 0.2
Weighted-average period of recognition			7 months 6 days
Maximum | Management Retention
Stock-based Compensation
Stock awards, vesting period			4 years
Minimum | Management Retention
Stock-based Compensation
Stock awards, vesting period			1 year
Parent [Member]
Stock-based Compensation
Number of shares authorized					750,000
Restricted stock, further awards to be issued (in shares)			0

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Goodwill and Intangible Assets - Amortization Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Goodwill and Intangible Assets
Amortization expense related to finite-lived intangible assets	$ 4,400	$ 5,100	$ 8,900	$ 9,200
Estimated Amortization Expense, Remainder of 2015	9,041		9,041
Estimated Amortization Expense, 2016	17,530		17,530
Estimated Amortization Expense, 2017	16,695		16,695
Estimated Amortization Expense, 2018	16,003		16,003
Estimated Amortization Expense, 2019	15,757		15,757
Estimated Amortization Expense, 2020	$ 12,412		$ 12,412

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Basis of Presentation

6 Months Ended

Jun. 30, 2015

Basis of Presentation

Basis of Presentation

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 June 30, 2015 and 2014 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 2014 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 10, 2015.

The December 31, 2014 condensed consolidated balance sheet data presented herein was derived from the Company’s December 31, 2014 audited consolidated financial statements, but does not include all disclosures required by GAAP for annual periods.

Reverse Stock Split and Initial Public Offering

On May 30, 2014, the Company amended its Articles of Association to effect a 1-for-436.69219 reverse stock split of its issued and outstanding common stock (“reverse split”) and to increase its authorized shares to 50.0 billion. On June 17, 2014, the Company completed an initial public offering (the “IPO”) of 11,500,000 ordinary shares at a price of $19.00 per share, which included 1,500,000 of shares sold pursuant to the underwriters’ exercise of their over-allotment option. The Company received cash proceeds of $203.2 million from this transaction, net of underwriting discounts.

Company Realignment

Until January 1, 2015, the chief executive officer, who is the Company’s chief operating decision maker, managed the Company’s operations under two divisions, Emulsion Polymers and Plastics, which included the following four reporting segments: Latex, Synthetic Rubber, Styrenics, and Engineered Polymers. Effective January 1, 2015, the Company was reorganized under two new divisions called Performance Materials and Basic Plastics & Feedstocks. The Performance Materials division now includes the following reporting segments: Synthetic Rubber, Latex, and Performance Plastics. The Basic Plastics & Feedstocks division represents a separate segment for financial reporting purposes. These condensed consolidated financial statements and related notes thereto have been recast to reflect this change in reporting segments. See Note 14 for more information.

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Stock-Based Compensation - 2014 Omnibus Incentive Plan, etc. (Detail) $ / shares in Units, $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2015 USD ($) $ / shares shares	Jun. 30, 2015 USD ($) item $ / shares shares	May. 28, 2014 shares
Weighted-average assumptions used within Black-Scholes Pricing Model
Expected term (in years)		5 years 6 months
Expected volatility		45.00%
Risk-free interest rate		1.65%
Dividend yield		0.00%
2014 Omnibus Incentive Plan [Member]
Stock-based Compensation
Common Stock, Capital Shares Reserved for Future Issuance | shares			4,500,000
Restricted Stock Units [Member] | 2014 Omnibus Incentive Plan [Member]
Stock-based Compensation
Weighted-average period of recognition		2 years 6 months
Restricted Stock Units granted during period | shares	23,785	436,323
Weighted-Average Grant Date Fair Value, RSUs | $ / shares	$ 27.81	$ 18.67
Compensation expense	$ 500	$ 700
Unrecognized compensation cost	7,300	$ 7,300
Option Award [Member]
Stock-based Compensation
Weighted-average period of recognition		2 years 8 months 12 days
Compensation expense	1,200	$ 1,400
Unrecognized compensation cost, options	$ 3,300	$ 3,300
Option Award [Member] | 2014 Omnibus Incentive Plan [Member]
Stock-based Compensation
Exercise term (in years)		9 years
Number of vesting installments | item		3
Weighted-Average Grant Date Fair Value, options | $ / shares	$ 12.05	$ 7.82
Option Awards granted in period | shares	3,680	607,382

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Investments in Unconsolidated Affiliates - Summarized Financial Information of Unconsolidated Affiliates (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Summarized Financial Information, Net Income
Sales	$ 500,803	$ 540,920	$ 940,373	$ 1,105,052
Gross profit	91,692	(2,529)	169,363	35,479
Net income	$ 74,461	$ (11,026)	$ 140,481	$ 10,494

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Inventories (Tables)

6 Months Ended

Jun. 30, 2015

Inventories

Schedule of Inventories

	June 30,		December 31,
	2015		2014
Finished goods	$	191,486	$	235,949
Raw materials and semi-finished goods		184,212		205,061
Supplies		31,099		32,851
Total	$	406,797	$	473,861

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Investments in Unconsolidated Affiliates (Tables)

6 Months Ended

Jun. 30, 2015

Investments in Unconsolidated Affiliates

Summarized Financial Information of Unconsolidated Affiliates

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2015		2014		2015		2014
Sales	$	500,803	$	540,920	$	940,373	$	1,105,052
Gross profit	$	91,692	$	(2,529)	$	169,363	$	35,479
Net income	$	74,461	$	(11,026)	$	140,481	$	10,494

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Provision for Income Taxes (Detail) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Provision for Income Taxes
Effective tax rate		90.90%	(13.90%)	39.80%	(195.00%)
Provision for income taxes		$ 7,500	$ 5,450	$ 25,400	$ 18,200
Luxembourg
Provision for Income Taxes
Income (loss) from continuing operations in holding companies	$ (73,600)	(41,200)		$ (58,800)	$ (97,200)
Call premium fees, portion with no tax benefit		18,100
Write-off of deferred financing fees, portion with no tax benefit		$ 4,300
Loss on termination of agreement			32,500
Non-deductible expense portion of Advisory Agreement Termination Fee			$ 18,600

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Inventories (Details) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Inventories
Finished goods	$ 191,486	$ 235,949
Raw materials and semi-finished goods	184,212	205,061
Supplies	31,099	32,851
Total	$ 406,797	$ 473,861

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Goodwill and Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2015

Goodwill and Intangible Assets

Changes in Carrying Amount of Goodwill, by Segment

	Performance Materials
			Synthetic		Performance		Basic Plastics
	Latex		Rubber		Plastics		& Feedstocks		Total
Balance at December 31, 2014	$	13,815	$	9,461	$	3,243	$	8,055	$	34,574
Foreign currency impact		(1,113)		(763)		(262)		(650)		(2,788)
Balance at June 30, 2015	$	12,702	$	8,698	$	2,981	$	7,405	$	31,786

Schedule of Other Intangible Assets

		June 30, 2015						December 31, 2014
	Estimated	Gross						Gross
	Useful Life	Carrying		Accumulated				Carrying		Accumulated
	(Years)	Amount		Amortization		Net		Amount		Amortization		Net
Developed technology	15	$	173,628	$	(58,127)	$	115,501	$	188,854	$	(56,782)	$	132,072
Manufacturing Capacity Rights	6		21,233		(4,304)		16,929		23,095		(2,809)		20,286
Software	5		13,628		(7,772)		5,856		13,177		(6,441)		6,736
Software in development	N/A		12,074		—		12,074		6,000		—		6,000
Other	N/A		—		—		—		264		—		264
Total		$	220,563	$	(70,203)	$	150,360	$	231,390	$	(66,032)	$	165,358

Estimated Amortization Expense for Next Five Years

Estimated Amortization Expense for the Next Five Years
Remainder of 2015	$	9,041
2016		17,530
2017		16,695
2018		16,003
2019		15,757
2020		12,412

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Debt (Tables)

6 Months Ended

Jun. 30, 2015

Debt

Schedule of Debt

	June 30,		December 31,
	2015		2014
Senior Credit Facility
2020 Revolving Facility	$	—	$	—
2021 Term Loan B		498,777		—
2022 Senior Notes
USD Notes		300,000		—
Euro Notes		419,063		—
2019 Senior Notes		—		1,192,500
Accounts Receivable Securitization Facility		—		—
Other indebtedness		3,359		9,707
Total debt		1,221,199		1,202,207
Less: current portion		(6,208)		(7,559)
Total long-term debt	$	1,214,991	$	1,194,648

Redemption Price as Percentage of Principal Amount to Applicable Date of Redemption

	Euro Notes		USD Notes
12-month period commencing May 1 in Year	Percentage		Percentage
2018	103.188	%	103.375	%
2019	101.594	%	101.688	%
2020 and thereafter	100.000	%	100.000	%

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Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Cash flows from operating activities
Net income (loss)	$ 38,460	$ (27,535)
Adjustments to reconcile net income (loss) to net cash provided by operating activities
Depreciation and amortization	44,281	50,941
Amortization of deferred financing costs and issuance discount	4,478	5,067
Deferred income tax	(10,617)	7,453
Stock-based compensation	6,219	5,120
Earnings of unconsolidated affiliates, net of dividends	(32,552)	(7,829)
Unrealized net losses on foreign exchange forward contracts	(7,747)
Loss on extinguishment of debt	95,150
Prepayment penalty on long-term debt	(68,603)
Loss (gain) on sale of businesses and other assets		(116)
Changes in assets and liabilities
Accounts receivable	(40,431)	(59,874)
Inventories	45,892	1,505
Accounts payable and other current liabilities	(12,134)	34,029
Income taxes payable	17,821	222
Other assets, net	(415)	(1,153)
Other liabilities, net	(5,056)	34
Cash provided by operating activities	74,746	7,864
Cash flows from investing activities
Capital expenditures	(43,594)	(55,744)
Proceeds from capital expenditures subsidy	2,191
Proceeds from the sale of businesses and other assets	689	5,434
Payment for working capital adjustment from sale of business		(700)
Distributions from unconsolidated affiliates		978
Cash used in investing activities	(40,714)	(50,032)
Cash flows from financing activities
Proceeds from initial public offering, net of offering costs		199,152
Deferred financing fees	(27,661)
Short term borrowings, net	(15,823)	(29,402)
Net proceeds from issuance of Term Loan B	498,750
Net proceeds from issuance of 2022 Senior Notes	716,625
Repayments of 2019 Senior Notes	(1,192,500)
Proceeds from Accounts Receivable Securitization Facility	25,000	178,603
Repayments of Accounts Receivable Securitization Facility	(25,000)	(179,170)
Cash provided by (used in) financing activities	(20,609)	169,183
Effect of exchange rates on cash	(3,104)	26
Net change in cash and cash equivalents	10,319	127,041
Cash and cash equivalents-beginning of period	220,786	196,503
Cash and cash equivalents-end of period	$ 231,105	$ 323,544

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Derivative Instruments (Tables)

6 Months Ended

Jun. 30, 2015

Derivative Instruments

Notional Amounts of Most Significant Net Foreign Exchange Hedge Positions Outstanding

	June 30,
Buy / (Sell)	2015
Euro	$	247,252
Chinese Yuan	$	(94,421)
Swiss Franc	$	(40,180)
Indonesian Rupiah	$	37,997
Japanese Yen	$	(8,385)

Schedule of Changes in Fair Value of Company's Derivatives Instruments

	Gain (Loss) Recognized in				Gain (Loss) Recognized in
	AOCI on Balance Sheet				Statement of Operations
	Three Months Ended June 30,								Statement of Operations
	2015		2014		2015		2014		Classification
Designated as Cash Flow Hedges
Foreign exchange cash flow hedges	$	(1,440)	$	—	$	76	$	—	Cost of sales
Total	$	(1,440)	$	—	$	76	$	—
Net Investment Hedges
Euro Notes	$	(2,438)	$	—	$	—	$	—	Other expenses, net
Total	$	(2,438)	$	—	$	—	$	—
Not Designated as Cash Flow Hedges
Foreign exchange forward contracts	$	—	$	—	$	7,264	$	—	Other expenses, net
Total	$	—	$	—	$	7,264	$	—

	Gain (Loss) Recognized in				Gain (Loss) Recognized in
	AOCI on Balance Sheet				Statement of Operations
	Six Months Ended June 30,								Statement of Operations
	2015		2014		2015		2014		Classification
Designated as Cash Flow Hedges
Foreign exchange cash flow hedges	$	(405)	$	—	$	76	$	—	Cost of sales
Total	$	(405)	$	—	$	76	$	—
Net Investment Hedges
Euro Notes	$	(2,438)	$	—	$	—	$	—	Other expenses, net
Total	$	(2,438)	$	—	$	—	$	—
Not Designated as Cash Flow Hedges
Foreign exchange forward contracts	$	—	$	—	$	(13,698)	$	—	Other expenses, net
Total	$	—	$	—	$	(13,698)	$	—

Net Unrealized Gains and Losses Recorded in Consolidated Balance Sheets

	June 30, 2015						December 31, 2014
	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	$	3,302	$	812	$	4,114	$	298	$	—	$	298
Deferred charges and other assets		—		509		509		—		—		—
Total asset derivatives	$	3,302	$	1,321	$	4,623	$	298	$	—	$	298
Liability Derivatives:
Accounts payable	$	110	$	1,565	$	1,675	$	4,850	$	—	$	4,850
Other noncurrent obligations		—		380		380		—		—		—
Total liability derivatives	$	110	$	1,945	$	2,055	$	4,850	$	—	$	4,850

Gross Amounts of Derivative Instruments and Amounts Offset

	Gross Amounts		Gross Amounts		Net Amounts
	Recognized in the		Offset in the		Presented in the
	Balance Sheet		Balance Sheet		Balance Sheet
Balance at June 30, 2015
Derivative assets	$	5,453	$	(830)	$	4,623
Derivative liabilities		2,885		(830)		2,055
Balance at December 31, 2014
Derivative assets	$	2,037	$	(1,739)	$	298
Derivative liabilities		6,589		(1,739)		4,850

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Earnings (Loss) Per Share (Tables)

6 Months Ended

Jun. 30, 2015

Earnings (Loss) Per Share

Schedule of Earnings (Loss) per Share Basic and Diluted

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(in thousands, except per share data)	2015		2014		2015		2014
Earnings (losses):
Net income (loss)	$	756	$	(44,621)	$	38,460	$	(27,535)
Shares:
Weighted-average common shares outstanding		48,771		38,912		48,770		38,096
Dilutive effect of  RSUs and option awards*		136		—		126		—
Diluted weighted-average shares outstanding		48,907		38,912		48,896		38,096
Income (loss) per share:
Income (loss) per share—basic	$	0.02	$	(1.15)	$	0.79	$	(0.72)
Income (loss) per share—diluted	$	0.02	$	(1.15)	$	0.79	$	(0.72)

*Refer to Note 12 for discussion of RSUs and option awards granted to certain Company directors and employees. As net loss was reported for the three and six months ended June 30, 2014, potentially dilutive awards have not been included within the calculation of diluted EPS for those periods, as they would have an anti-dilutive effect.

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Derivative Instruments - Financial Assets and Liabilities (Detail) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Derivatives, Financial Assets and Liabilities
Net Amounts of Assets Presented in the Consolidated Balance Sheet	$ 4,623	$ 298
Net Amounts of Liabilities Presented in the Consolidated Balance Sheet	2,055	4,850
Accounts Receivable
Derivatives, Financial Assets and Liabilities
Net Amounts of Assets Presented in the Consolidated Balance Sheet	4,114	298
Deferred Charges and Other Assets
Derivatives, Financial Assets and Liabilities
Net Amounts of Assets Presented in the Consolidated Balance Sheet	509
Accounts Payable
Derivatives, Financial Assets and Liabilities
Net Amounts of Liabilities Presented in the Consolidated Balance Sheet	1,675	4,850
Other Noncurrent Obligations
Derivatives, Financial Assets and Liabilities
Net Amounts of Liabilities Presented in the Consolidated Balance Sheet	380
Designated as Hedging Instrument [Member] | Foreign Exchange Cash Flow Hedges
Derivatives, Financial Assets and Liabilities
Net Amounts of Assets Presented in the Consolidated Balance Sheet	1,321
Net Amounts of Liabilities Presented in the Consolidated Balance Sheet	1,945
Designated as Hedging Instrument [Member] | Foreign Exchange Cash Flow Hedges | Accounts Receivable
Derivatives, Financial Assets and Liabilities
Net Amounts of Assets Presented in the Consolidated Balance Sheet	812
Designated as Hedging Instrument [Member] | Foreign Exchange Cash Flow Hedges | Deferred Charges and Other Assets
Derivatives, Financial Assets and Liabilities
Net Amounts of Assets Presented in the Consolidated Balance Sheet	509
Designated as Hedging Instrument [Member] | Foreign Exchange Cash Flow Hedges | Accounts Payable
Derivatives, Financial Assets and Liabilities
Net Amounts of Liabilities Presented in the Consolidated Balance Sheet	1,565
Designated as Hedging Instrument [Member] | Foreign Exchange Cash Flow Hedges | Other Noncurrent Obligations
Derivatives, Financial Assets and Liabilities
Net Amounts of Liabilities Presented in the Consolidated Balance Sheet	380
Foreign Exchange Forward Contracts
Derivatives, Financial Assets and Liabilities
Gross Amounts of Recognized Assets	5,453	2,037
Gross Amounts of Offset in the Consolidated Balance Sheet	(830)	(1,739)
Net Amounts of Assets Presented in the Consolidated Balance Sheet	4,623	298
Gross Amounts of Recognized Liabilities	2,885	6,589
Gross Amounts of Offset in the Consolidated Balance Sheet	(830)	(1,739)
Net Amounts of Liabilities Presented in the Consolidated Balance Sheet	2,055	4,850
Foreign Exchange Forward Contracts | Not Designated as Hedging Instruments [Member]
Derivatives, Financial Assets and Liabilities
Net Amounts of Assets Presented in the Consolidated Balance Sheet	3,302	298
Net Amounts of Liabilities Presented in the Consolidated Balance Sheet	110	4,850
Foreign Exchange Forward Contracts | Not Designated as Hedging Instruments [Member] | Accounts Receivable
Derivatives, Financial Assets and Liabilities
Net Amounts of Assets Presented in the Consolidated Balance Sheet	3,302	298
Foreign Exchange Forward Contracts | Not Designated as Hedging Instruments [Member] | Accounts Payable
Derivatives, Financial Assets and Liabilities
Net Amounts of Liabilities Presented in the Consolidated Balance Sheet	$ 110	$ 4,850

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Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Current assets
Cash and cash equivalents	$ 231,105	$ 220,786
Accounts receivable, net of allowance for doubtful accounts (June 30, 2015 -- $4,939; December 31, 2014 -- $6,268)	605,338	601,066
Inventories	406,797	473,861
Deferred income tax assets	10,682	11,786
Other current assets	12,764	15,164
Total current assets	1,266,686	1,322,663
Investments in unconsolidated affiliates	200,206	167,658
Property, plant and equipment, net of accumulated depreciation (June 30, 2015 -- $340,590; December 31, 2014 -- $324,383)	521,188	556,697
Other assets
Goodwill	31,786	34,574
Other intangible assets, net	150,360	165,358
Deferred income tax assets-noncurrent	59,331	46,812
Deferred charges and other assets	59,499	62,354
Total other assets	300,976	309,098
Total assets	2,289,056	2,356,116
Current liabilities
Short-term borrowings and current portion of long-term debt	6,208	7,559
Accounts payable	399,911	434,692
Income taxes payable	27,032	9,413
Deferred income tax liabilities	1,432	1,413
Accrued expenses and other current liabilities	91,036	120,928
Total current liabilities	525,619	574,005
Noncurrent liabilities
Long-term debt	1,214,991	1,194,648
Deferred income tax liabilities-noncurrent	28,987	27,311
Other noncurrent obligations	231,606	239,287
Total noncurrent liabilities	1,475,584	1,461,246
Shareholders' equity
Common stock, $0.01 nominal value, 50,000,000 shares authorized at June 30, 2015 and December 31, 2014, 48,778 and 48,770 shares issued and outstanding at June 30, 2015 and December 31, 2014, respectively	488	488
Additional paid-in-capital	553,749	547,530
Accumulated deficit	(113,476)	(151,936)
Accumulated other comprehensive loss	(152,908)	(75,217)
Total shareholders' equity	287,853	320,865
Total liabilities and shareholders' equity	$ 2,289,056	$ 2,356,116

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Goodwill and Intangible Assets - Goodwill, by Segment (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2015 USD ($)
Goodwill [Roll Forward]
Beginning Balance	$ 34,574
Foreign currency impact	(2,788)
Ending Balance	31,786
Latex Segment
Goodwill [Roll Forward]
Beginning Balance	13,815
Foreign currency impact	(1,113)
Ending Balance	12,702
Synthetic Rubber Segment
Goodwill [Roll Forward]
Beginning Balance	9,461
Foreign currency impact	(763)
Ending Balance	8,698
Performance Plastics Segment [Member]
Goodwill [Roll Forward]
Beginning Balance	3,243
Foreign currency impact	(262)
Ending Balance	2,981
Basic Plastics & Feedstocks Segment
Goodwill [Roll Forward]
Beginning Balance	8,055
Foreign currency impact	(650)
Ending Balance	$ 7,405

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Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Statements of Comprehensive Income
Net gain (loss) on foreign exchange cash flow hedges, tax	$ (0.1)	$ 0.0	$ 0.0	$ 0.0
Pension and other postretirement benefit plans, tax	$ 0.3	$ 0.2	$ 0.7	$ 0.3

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Pension Plans and Other Postretirement Benefits - Net Periodic Benefit Costs for Pension and Other Postretirement Benefit Plans (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Defined Benefit Pension Plans
Net periodic benefit cost
Service cost	$ 4,075	$ 3,529	$ 8,376	$ 7,044
Interest cost	1,287	1,943	2,647	3,876
Expected return on plan assets	(399)	(624)	(820)	(1,245)
Amortization of prior service cost (credit)	(402)	(257)	(825)	(513)
Amortization of net (gain) loss	1,308	598	2,689	1,065
Defined Benefit Pension Plans | Cost of Sales and Selling, General and Administrative Expenses
Net periodic benefit cost
Net periodic benefit cost (income)	5,869	5,189	12,067	10,227
Amounts recognized in other comprehensive income (loss)
Net periodic benefit cost (income)	5,869	5,189	12,067	10,227
Other Postretirement Plans
Net periodic benefit cost
Service cost	86	75	174	150
Interest cost	133	78	273	156
Amortization of prior service cost (credit)	26	26	52	52
Amortization of net (gain) loss		(37)		(74)
Other Postretirement Plans | Cost of Sales and Selling, General and Administrative Expenses
Net periodic benefit cost
Net periodic benefit cost (income)	245	142	499	284
Amounts recognized in other comprehensive income (loss)
Net periodic benefit cost (income)	$ 245	$ 142	$ 499	$ 284

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Pension Plans and Other Postretirement Benefits (Tables)

6 Months Ended

Jun. 30, 2015

Defined Benefit Pension Plans

Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]

Schedule of Net Periodic Benefit Costs

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2015		2014		2015		2014
Defined Benefit Pension Plans
Service cost	$	4,075	$	3,529	$	8,376	$	7,044
Interest cost		1,287		1,943		2,647		3,876
Expected return on plan assets		(399)		(624)		(820)		(1,245)
Amortization of prior service credit		(402)		(257)		(825)		(513)
Amortization of net loss		1,308		598		2,689		1,065
Net periodic benefit cost	$	5,869	$	5,189	$	12,067	$	10,227

Other Postretirement Plans

Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]

Schedule of Net Periodic Benefit Costs

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2015		2014		2015		2014
Other Postretirement Plans
Service cost	$	86	$	75	$	174	$	150
Interest cost		133		78		273		156
Amortization of prior service cost		26		26		52		52
Amortization of net gain		—		(37)		—		(74)
Net periodic benefit cost	$	245	$	142	$	499	$	284

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Segments - Recon. of EBITDA to Net Income (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Less: Interest expense, net	$ 25,600	$ 32,602	$ 54,456	$ 65,420
Less Provision for income taxes	7,500	5,450	25,400	18,200
Less Depreciation and amortization	21,727	27,213	44,281	50,941
Net income (loss)	756	(44,621)	38,460	(27,535)
Operating Segments [Member]
EBITDA	176,776	94,136	308,473	202,657
Corporate Unallocated [Member]
EBITDA	121,193	73,492	145,876	95,631
Less Depreciation and amortization	$ 765	$ 877	$ 1,516	$ 1,968

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Segments

6 Months Ended

Jun. 30, 2015

Segments

Segments

NOTE 14—SEGMENTS

Until January 1, 2015, the chief executive officer, who is the Company’s chief operating decision maker, managed the Company’s operations under two divisions, Emulsion Polymers and Plastics, which included the following four reporting segments: Latex, Synthetic Rubber, Styrenics, and Engineered Polymers.

Effective January 1, 2015, the Company was reorganized under two new divisions called Performance Materials and Basic Plastics & Feedstocks. The Performance Materials division now includes the following reporting segments: Synthetic Rubber, Latex, and Performance Plastics. The Basic Plastics & Feedstocks division represents a separate segment for financial reporting purposes. This new organizational structure better reflects the nature of the Company by grouping together segments with similar strategies, business drivers and operating characteristics.

The information below for the three and six months ended June 30, 2014 has been recast to reflect this change in reporting segments.

The Latex segment produces SB latex primarily for coated paper and packaging board, carpet and artificial turf backings, as well as a number of performance latex applications. The Synthetic Rubber segment produces synthetic rubber products used predominantly in tires, with additional applications in polymer modification and technical rubber goods, including conveyer and fan belts, hoses, seals and gaskets. The Performance Plastics segment produces highly engineered compounds and blends for automotive end markets, as well as consumer electronics, medical, and lighting, collectively consumer essential markets, or CEM. The Basic Plastics & Feedstocks segment includes styrenic polymers, polycarbonate, or PC, and styrene monomer, and also includes the results of the Company’s two50%-owned joint ventures, Americas Styrenics and Sumika Styron Polycarbonate.  

	Performance Materials
			Synthetic		Performance		Basic Plastics		Corporate
Three Months Ended	Latex		Rubber		Plastics		& Feedstocks		Unallocated		Total
June 30, 2015
Sales to external customers	$	247,512	$	115,370	$	185,304	$	480,487	$	—	$	1,028,673
Equity in earnings (losses) of unconsolidated affiliates		—		—		—		40,841		—		40,841
EBITDA(1)		14,904		18,461		21,256		122,155
Investment in unconsolidated affiliates		—		—		—		200,206		—		200,206
Depreciation and amortization		6,196		7,378		1,373		6,015		765		21,727
June 30, 2014
Sales to external customers	$	320,682	$	164,926	$	209,846	$	645,481	$	—	$	1,340,935
Equity in earnings (losses) of unconsolidated affiliates		—		—		—		5,378		—		5,378
EBITDA(1)		24,818		37,034		16,826		15,458
Investment in unconsolidated affiliates		—		—		—		162,738		—		162,738
Depreciation and amortization		7,336		8,474		1,417		9,109		877		27,213

	Performance Materials
			Synthetic		Performance		Basic Plastics		Corporate
Six Months Ended	Latex		Rubber		Plastics		& Feedstocks		Unallocated		Total
June 30, 2015
Sales to external customers	$	485,768	$	244,774	$	382,249	$	934,147	$	—	$	2,046,938
Equity in earnings (losses) of unconsolidated affiliates		—		—		—		77,548		—		77,548
EBITDA(1)		36,352		44,632		46,344		181,145
Investment in unconsolidated affiliates		—		—		—		200,206		—		200,206
Depreciation and amortization		12,566		15,169		2,786		12,244		1,516		44,281
June 30, 2014
Sales to external customers	$	646,988	$	341,639	$	411,851	$	1,299,589	$	—	$	2,700,067
Equity in earnings (losses) of unconsolidated affiliates		—		—		—		20,328		—		20,328
EBITDA(1)		50,331		80,134		34,175		38,017
Investment in unconsolidated affiliates		—		—		—		162,738		—		162,738
Depreciation and amortization		13,639		15,645		2,660		17,029		1,968		50,941

(1) Reconciliation of EBITDA to net income (loss) is as follows:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2015		2014		2015		2014
Total segment EBITDA	$	176,776	$	94,136	$	308,473	$	202,657
Corporate unallocated		(121,193)		(73,492)		(145,876)		(95,631)
Less: Interest expense, net		25,600		32,602		54,456		65,420
Less: Provision for income taxes		7,500		5,450		25,400		18,200
Less: Depreciation and amortization		21,727		27,213		44,281		50,941
Net income (loss)	$	756	$	(44,621)	$	38,460	$	(27,535)

Corporate unallocated includes corporate overhead costsand certain other income and expenses, as well as loss on extinguishment of long-term debt.  

The primary measure of segment operating performance is EBITDA, which is defined as net income (loss) before interest, income taxes, depreciation and amortization. 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 the Company’s core operating performance. 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 EBITDA differently than the Company, and 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 those companies to the Company’s performance.

Asset and capital expenditure information is not accounted for at the segment level and consequently is not reviewed or included with the Company’s internal management reporting.  Therefore, the Company has not disclosed asset and capital expenditure information for each reportable segment.

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Stock-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2015

Stock-Based Compensation

Summary of Weighted Average Assumptions Used for Grants

	Six Months Ended June 30,
	2015
Expected term (in years)	5.50
Expected volatility	45.00	%
Risk-free interest rate	1.65	%
Dividend yield	0.00	%

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Restructuring

6 Months Ended

Jun. 30, 2015

Restructuring

Restructuring

NOTE 16—RESTRUCTURING

Restructuring in Polycarbonate

During the second quarter of 2014, the Company announced a restructuring within its Basic Plastics & Feedstocks segment to exit the commodity market for polycarbonate in North America and to terminate existing arrangements with Dow regarding manufacturing services for the Company at Dow’s Freeport, Texas facility (the “Freeport facility”). The Company also entered into a new long-term supply contract with a third party to supply polycarbonate in North America. These revised arrangements became operational in the fourth quarter of 2014. In addition, the Company executed revised supply contracts for certain raw materials that were processed at its polycarbonate manufacturing facility in Stade, Germany, which took effect January 1, 2015. These revised agreements are expected to facilitate improvements in future results of operations for the Basic Plastics & Feedstocks segment. Production at the Freeport facility ceased as of September 30, 2014, and decommissioning and demolition began thereafter, with completion in the first quarter of 2015.

The Company recorded certain restructuring charges during the year ended December 31, 2014 primarily relating to the reimbursement of decommissioning and demolition costs incurred by Dow. For the three and six months ended June 30, 2014, the Company recorded restructuring charges of $1.5 million relating to the accelerated depreciation of the related assets at Dow’s Freeport, Texas facility and other charges. Of the additional charges incurred during the remainder of 2014, $4.2 million remained accrued within “Accounts payable” in the condensed consolidated balance sheet as of December 31, 2014. For the six months ended June 30, 2015, the Company recorded the remainder of the expected restructuring charges of $0.5 million related to the reimbursement of decommissioning and demolition costs incurred by Dow, noting no charges were recorded during the three months ended June 30, 2015. These charges were included in “Selling, general and administrative expenses” in the condensed consolidated statements of operations, and were allocated entirely to the Basic Plastics & Feedstocks segment. There were no remaining amounts accrued in the condensed consolidated balance sheet as of June 30, 2015.

Altona Plant Shutdown

In July 2013, the Company’s Board of Directors approved the plan to close the Company’s latex manufacturing facility in Altona, Australia. This restructuring plan was a strategic business decision to improve the results of the overall Latex segment. The facility manufactured SB latex used in the carpet and paper markets. Production at the facility ceased in the third quarter of 2013, followed by decommissioning, with demolition throughout most of 2014.

For the year ended December 31, 2014, the Company recorded additional net restructuring charges of approximately $2.8 million, related primarily to incremental employee termination benefit charges, contract termination charges, and decommissioning costs (of which $1.5 million and $2.1 million were recorded during the three and six months ended June 30, 2014, respectively). These charges were included in “Selling, general and administrative expenses” in the condensed consolidated statements of operations, and were allocated entirely to the Latex segment. There were no additional restructuring charges recorded related to the Altona plant shutdown during the three and six months ended June 30, 2015. Of the remaining balances at June 30, 2015 and December 31, 2014, $1.1 million and $1.2 million, respectively, are recorded in “Accrued expenses and other current liabilities” and $0.4 million and $0.9 million, respectively, were recorded in “Other noncurrent liabilities” in the condensed consolidated balance sheet.

The following table provides a rollforward of the liability balances associated with the Altona plant shutdown for the six months ended June 30, 2015:

	Balance at						Balance at
	December 31, 2014		Expenses		Deductions(1)		June 30, 2015
Contract termination charges	$	2,128	$	(42)	$	(580)	$	1,506
Total	$	2,128	$	(42)	$	(580)	$	1,506

(1) Includes primarily payments made against existing accruals, as well as immaterial impacts of foreign currency remeasurement.

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Restructuring - Rollforward of Liability Balances (Detail) - Altona Plant Shutdown - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2015
Restructuring Reserve [Roll Forward]
Balance at beginning of period	$ 2,128
Expenses	(42)
Deductions	(580)
Balance at end of period	1,506
Contract Termination [Member]
Restructuring Reserve [Roll Forward]
Balance at beginning of period	2,128
Expenses	(42)
Deductions	(580)
Balance at end of period	$ 1,506

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Consolidated Statements of Shareholders' Equity - USD ($)	Common Stock [Member]	Additional Paid-In Capital [Member]	Accumulated Other Comprehensive Income (Loss) [Member]	Accumulated Deficit [Member]	Total
Balance at Dec. 31, 2013	$ 373,000	$ 339,055,000	$ 88,378,000	$ (84,604,000)	$ 343,202,000
Balance, Shares at Dec. 31, 2013	37,270
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock	$ 115,000	198,479,000			198,594,000
Issuance of common stock, shares	11,500
Net income (loss)				(27,535,000)	(27,535,000)
Other comprehensive income (loss)			(9,772,000)		(9,772,000)
Stock-based compensation		5,120,000			5,120,000
Balance at Jun. 30, 2014	$ 488,000	542,654,000	78,606,000	(112,139,000)	509,609,000
Balance, Shares at Jun. 30, 2014	48,770
Balance at Mar. 31, 2014			87,197,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)					(44,621,000)
Other comprehensive income (loss)					(8,591,000)
Balance at Jun. 30, 2014	$ 488,000	542,654,000	78,606,000	(112,139,000)	509,609,000
Balance, Shares at Jun. 30, 2014	48,770
Balance at Dec. 31, 2014	$ 488,000	547,530,000	(75,217,000)	(151,936,000)	320,865,000
Balance, Shares at Dec. 31, 2014	48,770
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)				38,460,000	38,460,000
Other comprehensive income (loss)			(77,691,000)		(77,691,000)
Stock-based compensation	$ 8	6,219,000			6,219,000
Balance at Jun. 30, 2015	$ 488,000	553,749,000	(152,908,000)	(113,476,000)	287,853,000
Balance, Shares at Jun. 30, 2015	48,778
Balance at Mar. 31, 2015			(187,500,000)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)					756,000
Other comprehensive income (loss)					34,592,000
Balance at Jun. 30, 2015	$ 488,000	$ 553,749,000	$ (152,908,000)	$ (113,476,000)	$ 287,853,000
Balance, Shares at Jun. 30, 2015	48,778

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Condensed Consol B/S - (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Consolidated Balance Sheets
Allowance for doubtful accounts	$ 4,939	$ 6,268
Accumulated depreciation	$ 340,590	$ 324,383
Common stock, nominal value	$ 0.01	$ 0.01
Common stock, shares authorized	50,000,000,000	50,000,000,000
Common stock, shares issued	48,778,000	48,770,000
Common stock, shares outstanding	48,778,000	48,770,000

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Provision for Income Taxes

6 Months Ended

Jun. 30, 2015

Provision for Income Taxes

Provision for Income Taxes

NOTE 9—PROVISION FOR INCOME TAXES

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2015			2014			2015			2014
Effective income tax rate		90.9	%		(13.9)	%		39.8	%		(195.0)	%

Provision for income taxes for the three and six months ended June 30, 2015  were $7.5 million, resulting in an effective tax rate of 90.9%, and $25.4 million, resulting in an effective tax rate of 39.8%, respectively. Provision for income taxes for the three and six months ended June 30, 2014 were $5.5 million, resulting in a negative effective income tax rate of 13.9%,  and $18.2 million, resulting in a negative effective tax rate of 195.0%, respectively.

The effective income tax rate is impacted by losses primarily within our holding companies incorporated in Luxembourg, which do not provide a tax benefit to the Company. For the three and six months ended June 30, 2015 these losses totaled approximately $41.2 million and $58.8 million, respectively.  Included in these losses were payments made during the three months ended June 30, 2015 of $18.1 million related to a portion of the fees associated with the call premium paid to retire the Company’s 2019 Senior Notes and $4.3 million related to the write off of the related unamortized deferred financing fees (see Note 6 for further discussion).  Also included in these losses was non-deductible interest and stock-based compensation expense.  These nondeductible expenses unfavorably impacted the effective tax rate during the three and six months ended June 30, 2015.

For the three and six months ended June 30, 2014, losses primarily within our holding companies incorporated in Luxembourg, which do not provide a tax benefit to the Company, were approximately $73.6 million and $97.2 million during these respective periods. Included in these losses were payments made during the three months ended June 30, 2014 of $32.5 million related to an agreement with Dow to terminate the Latex JV Option Agreement and a portion of the fees related to the termination of the Advisory Agreement with Bain Capital of approximately $18.6 million (see Note 13 for further discussion).  These nondeductible expenses unfavorably impacted the effective tax rate during the three and six months ended June 30, 2014.

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Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2015	Aug. 06, 2015
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2015
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q2
Entity Registrant Name	Trinseo S.A.
Entity Central Index Key	0001519061
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		48,777,934

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Commitments and Contingencies

6 Months Ended

Jun. 30, 2015

Commitments and Contingencies Disclosure

Commitments and Contingencies

NOTE 10—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. As of June 30, 2015 and December 31, 2014, the Company had no accrued obligations for environmental remediation and restoration costs. Pursuant to the terms of the Styron sales and purchase agreement, the pre-closing environmental conditions were retained by Dow and the Company has been indemnified by Dow from and against all environmental liabilities incurred or relating to the predecessor periods. There are several properties which the Company now owns on which Dow has been conducting investigation, monitoring or remediation to address historical contamination. Those properties include Allyn’s Point, Connecticut; Dalton, Georgia; and Livorno, Italy. There are other properties with historical contamination that are owned by Dow that the Company leases for its operations, including its facilities in Midland, Michigan; Schkopau, Germany; Terneuzen, The Netherlands; and Guaruja, Brazil. No environmental claims have been asserted or threatened against the Company, and the Company is not a potentially responsible party at any Superfund Sites.

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 6 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 2014 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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Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Consolidated Statements of Operations
Net sales	$ 1,028,673	$ 1,340,935	$ 2,046,938	$ 2,700,067
Cost of sales	886,536	1,248,525	1,801,722	2,509,028
Gross profit	142,137	92,410	245,216	191,039
Selling, general and administrative expenses	50,739	74,208	102,514	124,238
Equity in earnings of unconsolidated affiliates	40,841	5,378	77,548	20,328
Operating Income	132,239	23,580	220,250	87,129
Interest expense, net	25,600	32,602	54,456	65,420
Interest Income (Expense), Nonoperating, Net	(25,600)	(32,602)	(54,456)	(65,420)
Loss on extinguishment of long-term debt	95,150		95,150
Other expense, net	3,233	30,149	6,784	31,044
Income (loss) before income taxes	8,256	(39,171)	63,860	(9,335)
Provision for income taxes	7,500	5,450	25,400	18,200
Net income (loss)	$ 756	$ (44,621)	$ 38,460	$ (27,535)
Weighted average shares- basic	48,771	38,912	48,770	38,096
Net income (loss) per share- basic	$ 0.02	$ (1.15)	$ 0.79	$ (0.72)
Weighted average shares- diluted	48,907	38,912	48,896	38,096
Net income (loss) per share- diluted	$ 0.02	$ (1.15)	$ 0.79	$ (0.72)

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Inventories

6 Months Ended

Jun. 30, 2015

Inventories

Inventories

NOTE 4—INVENTORIES

Inventories consisted of the following:

	June 30,		December 31,
	2015		2014
Finished goods	$	191,486	$	235,949
Raw materials and semi-finished goods		184,212		205,061
Supplies		31,099		32,851
Total	$	406,797	$	473,861

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Investments in Unconsolidated Affiliates

6 Months Ended

Jun. 30, 2015

Investments in Unconsolidated Affiliates

Investments in Unconsolidated Affiliates

NOTE 3—INVESTMENTS IN UNCONSOLIDATED AFFILIATES

The Company is supplemented by two strategic joint ventures, the results of which are included within the Basic Plastics & Feedstocks reporting segment: Americas Styrenics LLC (“Americas Styrenics”, a 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.

As of June 30, 2015 and December 31, 2014, respectively, the Company’s investment in Americas Styrenics was $164.4 million and $133.5 million, which was $100.6 million and $108.4 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 5.3 years as of June 30, 2015. The Company received dividends from Americas Styrenics of $30.0million and $45.0 million during the three and six months ended June 30, 2015, respectively, compared to dividends of $7.5 million and $12.5 million during the three and six months ended June 30, 2014, respectively.  

As of June 30, 2015 and December 31, 2014, respectively, the Company’s investment in Sumika Styron Polycarbonate was $35.8 million and $34.1 million, which was $21.0 million and $21.3 million greater than the Company’s 50% share of the underlying net assets of Sumika Styron Polycarbonate. This amount represents the fair value of certain identifiable assets which have not been recorded on the historical financial statements of Sumika Styron Polycarbonate. This difference is being amortized over the remaining useful life of the contributed assets of 10.3 years as of June 30, 2015. The Company received nodividends from Sumika Styron Polycarbonate during the three and sixmonths ended June 30, 2015, respectively, compared to dividends of zero and $1.0 million during the three and six months ended June 30, 2014, respectively.

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:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2015		2014		2015		2014
Sales	$	500,803	$	540,920	$	940,373	$	1,105,052
Gross profit	$	91,692	$	(2,529)	$	169,363	$	35,479
Net income	$	74,461	$	(11,026)	$	140,481	$	10,494

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Divestitures

6 Months Ended

Jun. 30, 2015

Divestitures

Divestitures

NOTE 15—DIVESTITURES

EPS Divestiture

In June 2013, the Company’s Board of Directors approved the sale of its expandable polystyrene (“EPS”) business within the Company’s Basic Plastics & Feedstocks segment, under a sale and purchase agreement which was signed in July 2013. The sale closed on September 30, 2013, subject to a $0.7 million working capital adjustment, which was paid by the Company during the first quarter of 2014 and is reflected within investing activities in the condensed consolidated statement of cash flows for the six months ended June 30, 2014.

Further, under the terms of the sale and purchase agreement, should the divested EPS business record EBITDA (as defined therein) greater than zero for fiscal year 2014, the Company would receive an incremental payment of €0.5 million. The EBITDA threshold was met for fiscal year 2014 and the Company received the €0.5 million payment (approximately $0.6 million based upon the applicable foreign exchange rate in the period the payment was received) during the first quarter of 2015, which is reflected within cash flows used in investing activities in the condensed consolidated statement of cash flows for the six months ended June 30, 2015.

Livorno Land Sale

In April 2014, the Company completed the sale of a portion of land at its manufacturing site in Livorno, Italy for a purchase price of €4.95 million (approximately $6.8 million based upon the applicable foreign exchange rate in the period the payment was received). As a result, the Company recognized a gain on sale of $0.1 million within “Other expense, net” in the condensed consolidated statements of operations for the three and six months ended June 30, 2014.

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Pension Plans and Other Postretirement Benefits

6 Months Ended

Jun. 30, 2015

Pension Plans and Other Postretirement Benefits

Pension Plans and Other Postretirement Benefits

NOTE 11—PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS

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

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2015		2014		2015		2014
Defined Benefit Pension Plans
Service cost	$	4,075	$	3,529	$	8,376	$	7,044
Interest cost		1,287		1,943		2,647		3,876
Expected return on plan assets		(399)		(624)		(820)		(1,245)
Amortization of prior service credit		(402)		(257)		(825)		(513)
Amortization of net loss		1,308		598		2,689		1,065
Net periodic benefit cost	$	5,869	$	5,189	$	12,067	$	10,227

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2015		2014		2015		2014
Other Postretirement Plans
Service cost	$	86	$	75	$	174	$	150
Interest cost		133		78		273		156
Amortization of prior service cost		26		26		52		52
Amortization of net gain		—		(37)		—		(74)
Net periodic benefit cost	$	245	$	142	$	499	$	284

As of June 30, 2015 and December 31, 2014, the Company’s benefit obligations included primarily in “Other noncurrent obligations” in the condensed consolidated balance sheets were $187.6 million and $196.6 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 $2.8 million and $7.6 million during the three and six months ended June 30, 2015, respectively. The Company expects to make additional cash contributions, including benefit payments to unfunded plans, of approximately $9.9 million to its defined benefit plans for the remainder of 2015.

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Derivative Instruments

6 Months Ended

Jun. 30, 2015

Derivative Instruments

Derivative Instruments

NOTE 7—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 balance sheet 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 rates on our assets and liabilities denominated in certain foreign currencies. These derivative contracts are not designated for hedge accounting treatment.

As of June 30, 2015, the Company had open foreign exchange forward contracts with a notional U.S. dollar equivalent absolute value of $448.9 million. The following table displays the notional amounts of the most significant net foreign exchange hedge positions outstanding as of June 30, 2015.

	June 30,
Buy / (Sell)	2015
Euro	$	247,252
Chinese Yuan	$	(94,421)
Swiss Franc	$	(40,180)
Indonesian Rupiah	$	37,997
Japanese Yen	$	(8,385)

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 sells a designated amount of euros and buys U.S. dollars 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 (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 June 30, 2015 have maturities occurring over a period of 17 months, and have a net notional U.S. dollar equivalent of $153.0 million.

Net Investment Hedge

As of June 30, 2015, a portion of the Company’s debt consists of €375.0 million of Euro Notes (see Note 6 for details).  The Company has designated the principal amount of these Euro Notes as a hedge 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 loss of$2.4 million within accumulated other comprehensive loss as of June 30, 2015.

Summary of Derivative Instruments

Information regarding changes in the fair value of the Company’s derivative instruments, 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 June 30,								Statement of Operations
	2015		2014		2015		2014		Classification
Designated as Cash Flow Hedges
Foreign exchange cash flow hedges	$	(1,440)	$	—	$	76	$	—	Cost of sales
Total	$	(1,440)	$	—	$	76	$	—
Net Investment Hedges
Euro Notes	$	(2,438)	$	—	$	—	$	—	Other expenses, net
Total	$	(2,438)	$	—	$	—	$	—
Not Designated as Cash Flow Hedges
Foreign exchange forward contracts	$	—	$	—	$	7,264	$	—	Other expenses, net
Total	$	—	$	—	$	7,264	$	—

	Gain (Loss) Recognized in				Gain (Loss) Recognized in
	AOCI on Balance Sheet				Statement of Operations
	Six Months Ended June 30,								Statement of Operations
	2015		2014		2015		2014		Classification
Designated as Cash Flow Hedges
Foreign exchange cash flow hedges	$	(405)	$	—	$	76	$	—	Cost of sales
Total	$	(405)	$	—	$	76	$	—
Net Investment Hedges
Euro Notes	$	(2,438)	$	—	$	—	$	—	Other expenses, net
Total	$	(2,438)	$	—	$	—	$	—
Not Designated as Cash Flow Hedges
Foreign exchange forward contracts	$	—	$	—	$	(13,698)	$	—	Other expenses, net
Total	$	—	$	—	$	(13,698)	$	—

The Company recorded gains of $7.3 million and losses of $13.7 million during the three and six months ended June 30, 2015 from settlements and changes in the fair value of outstanding forward contracts (not designated as hedges). The gains and losses from these forward contracts offset net foreign exchange transaction losses of $10.4 million and gains of $7.6 million during the three and six month periods, respectively, 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 June 30, 2015, 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 $0.8 million net loss from other comprehensive income (loss) into earnings related to the Company’s outstanding cash flow hedges as of June 30, 2015 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:

	June 30, 2015						December 31, 2014
	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	$	3,302	$	812	$	4,114	$	298	$	—	$	298
Deferred charges and other assets		—		509		509		—		—		—
Total asset derivatives	$	3,302	$	1,321	$	4,623	$	298	$	—	$	298
Liability Derivatives:
Accounts payable	$	110	$	1,565	$	1,675	$	4,850	$	—	$	4,850
Other noncurrent obligations		—		380		380		—		—		—
Total liability derivatives	$	110	$	1,945	$	2,055	$	4,850	$	—	$	4,850

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 June 30, 2015
Derivative assets	$	5,453	$	(830)	$	4,623
Derivative liabilities		2,885		(830)		2,055
Balance at December 31, 2014
Derivative assets	$	2,037	$	(1,739)	$	298
Derivative liabilities		6,589		(1,739)		4,850

Refer to Notes 8 and 17 of the condensed consolidated financial statements for further information regarding the fair value of the Company’s derivative instruments and the related changes in accumulated other comprehensive income.

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Pension Plans and Other Postretirement Benefits - Net Amounts Recognized in Balance Sheet (Detail) - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2015	Dec. 31, 2014
Net amounts recognized in the balance sheets at December 31
Employer contributions	$ 2.8	$ 7.6
Additional cash contributions, including benefit payments to unfunded plans		9.9
Other Noncurrent Obligations
Net amounts recognized in the balance sheets at December 31
Benefit obligations	$ 187.6	$ 187.6	$ 196.6

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Goodwill and Intangible Assets

6 Months Ended

Jun. 30, 2015

Goodwill and Intangible Assets

Goodwill and Intangible Assets

NOTE 5—GOODWILL AND INTANGIBLE ASSETS

Goodwill

The following table shows changes in the carrying amount of goodwill by segment from December 31, 2014 to June 30, 2015:

	Performance Materials
			Synthetic		Performance		Basic Plastics
	Latex		Rubber		Plastics		& Feedstocks		Total
Balance at December 31, 2014	$	13,815	$	9,461	$	3,243	$	8,055	$	34,574
Foreign currency impact		(1,113)		(763)		(262)		(650)		(2,788)
Balance at June 30, 2015	$	12,702	$	8,698	$	2,981	$	7,405	$	31,786

Other Intangible Assets

The following table provides information regarding the Company’s other intangible assets as of June 30, 2015 and December 31, 2014, respectively:

		June 30, 2015						December 31, 2014
	Estimated	Gross						Gross
	Useful Life	Carrying		Accumulated				Carrying		Accumulated
	(Years)	Amount		Amortization		Net		Amount		Amortization		Net
Developed technology	15	$	173,628	$	(58,127)	$	115,501	$	188,854	$	(56,782)	$	132,072
Manufacturing Capacity Rights	6		21,233		(4,304)		16,929		23,095		(2,809)		20,286
Software	5		13,628		(7,772)		5,856		13,177		(6,441)		6,736
Software in development	N/A		12,074		—		12,074		6,000		—		6,000
Other	N/A		—		—		—		264		—		264
Total		$	220,563	$	(70,203)	$	150,360	$	231,390	$	(66,032)	$	165,358

Amortization expense on other intangible assets totaled $4.4 million and $8.9 million for the three and six months ended June 30, 2015, respectively, and $5.1 million and $9.2 million for the three and six months ended June 30, 2014, respectively.

The following table details the Company’s estimated amortization expense for the next five years, excluding any amortization expense related to software currently in development:

Estimated Amortization Expense for the Next Five Years
Remainder of 2015	$	9,041
2016		17,530
2017		16,695
2018		16,003
2019		15,757
2020		12,412

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Debt

6 Months Ended

Jun. 30, 2015

Debt

Debt

NOTE 6—DEBT

Debt consisted of the following:

	June 30,		December 31,
	2015		2014
Senior Credit Facility
2020 Revolving Facility	$	—	$	—
2021 Term Loan B		498,777		—
2022 Senior Notes
USD Notes		300,000		—
Euro Notes		419,063		—
2019 Senior Notes		—		1,192,500
Accounts Receivable Securitization Facility		—		—
Other indebtedness		3,359		9,707
Total debt		1,221,199		1,202,207
Less: current portion		(6,208)		(7,559)
Total long-term debt	$	1,214,991	$	1,194,648

2018 Senior Secured Credit Facility

On June 17, 2010, the Company entered into a credit agreement, which was subsequently amended on February 2, 2011, July 28, 2011, February 13, 2012, August 9, 2012, January 19, 2013, and December 3, 2013 which was to mature in January 2018 (“2018 Senior Secured Credit Facility”).  The 2018 Senior Secured Credit Facility included a revolving credit facility (“2018 Revolving Facility”), which, as a result of the amendment in January 2013, included a borrowing capacity of $300.0 million. As of December 31, 2014, the Company had no amounts outstanding under the 2018 Revolving Facility.  

In May 2015, upon completion of the refinancing transactions discussed below, the Company terminated the 2018 Senior Secured Credit Facility.  Prior to this termination, the Company had no outstanding borrowings under the 2018 Revolving Facility. As a result of this termination, the Company recognized a $0.7 million loss on extinguishment of long term debt, comprised entirely of the write-off of a portion of the existing unamortized deferred financing fees related to the 2018 Revolving Facility.  The remaining unamortized deferred financing fees under the 2018 Revolving Facility totaled $7.2 million, which remained capitalized and will be amortized along with new deferred financing fees over the life of the new revolving credit facility, discussed in further detail below.  

Senior Credit Facility

On May 5, 2015, Trinseo Materials Operating S.C.A. and Trinseo Materials Finance, Inc. (together, the “Issuers” or the “Borrowers”), both wholly-owned subsidiaries of the Company, entered into a senior secured credit agreement (the “Credit Agreement”), which provides senior secured financing of up to $825.0 million (the “Senior Credit Facility”).  The Senior Credit Facility provides for senior secured financing consisting of a (i) $325.0 revolving credit facility, with a $25.0 million swingline subfacility and a $35.0 million letter of credit subfacility (the “2020 Revolving Facility”) maturing in May 2020 and (ii) $500.0 million senior secured term loan B facility maturing in November 2021 (the “2021 Term Loan B”). Amounts under the 2020 Revolving Facility are available in U.S. dollars and euros.

The 2021 Term Loan B bears an interest rate of LIBOR plus 3.25%, subject to a 1.00% LIBOR floor, and was issued at a 0.25% original issue discount.  Further, the 2021 Term Loan B requires scheduled quarterly payments in amounts equal to 0.25% of the original principal amount of the 2021 Term Loan B, with the balance to be paid at maturity. As of June 30, 2015, $5.0 million of these scheduled future payments were classified as current debt on the Company’s condensed consolidated balance sheet.

Loans under the 2020 Revolving Facility, at the Borrowers’ option, may be maintained as (a) LIBO rate loans, which bear interest at a rate per annum equal to the LIBO rate plus the applicable margin (as defined in the Credit Agreement), if applicable, or (b) base rate loans which shall bear interest at a rate per annum equal to the base rate plus the applicable margin (as defined in the Credit Agreement).  The Borrowers will be required to pay a quarterly commitment fee in respect of any unused commitments under the 2020 Revolving Facility equal to 0.50% per annum.

As of June 30, 2015, the Company had no outstanding borrowings, and had $313.2 million (net of $11.8 million outstanding letters of credit) of funds available for borrowings under the 2020 Revolving Facility.

The Senior Credit Facility is collateralized by a security interest in substantially all of the assets of Trinseo Materials Operating S.C.A., as lead borrower, Trinseo Materials Finance, Inc., as co-borrower, and the guarantors thereunder including Trinseo Materials S.à r.l., certain U.S. subsidiaries and certain foreign subsidiaries organized in Luxembourg, The Netherlands, Hong Kong, Singapore, Ireland, Germany and Switzerland.

The Senior Credit Facility requires the Borrowers and their restricted subsidiaries to comply with customary affirmative and negative covenants, including limitations on their abilities to incur liens; make certain loans and investments; incur additional debt; merge, consolidate liquidate or dissolve; transfer or sell assets; pay dividends and other distributions to shareholders or make certain other restricted payments; enter into transactions with affiliates; restrict any restricted subsidiary from paying dividends or making other distributions or agree to certain negative pledge clauses; materially alter the business we conduct; prepay certain other indebtedness; amend certain material documents; and change our fiscal year.

The 2020 Revolving Facility contains a financial covenant that requires compliance with a springing first lien net leverage ratio test. If the outstanding balance under the 2020 Revolving Facility exceeds 30% of the $325.0 million borrowing capacity (excluding undrawn letters of credit up to $10.0 million and cash collateralized letters of credit) at a quarter-end, then the Company’s first lien net leverage ratio may not exceed 2.00 to 1.00.  As of June 30, 2015, the Company was in compliance with all debt covenant requirements under the Senior Credit Facility.

Fees and expenses incurred in connection with the issuance of the 2021 Term Loan B and the 2020 Revolving Facility were $12.0 million and $0.3 million, respectively, which were capitalized and recorded in “Deferred charges and other assets” in the condensed consolidated balance sheets.

For the 2021 Term Loan B, deferred financing fees and the 0.25% debt discount are being amortized over its 6.5 year term using the effective interest method.  For the 2020 Revolving Facility, deferred financing fees (along with an additional $7.2 million of unamortized deferred financing fees from the 2018 Revolving Facility) are being amortized over its 5.0 year term using the straight-line method.  Amortization of deferred financing fees and debt discounts are recorded in “Interest expense, net” in the condensed consolidated statements of operations.

2019 Senior Notes

In January 2013, the Company issued $1,325.0 million 8.750% senior notes due to mature on February 1, 2019 (the “2019 Senior Notes”). In July 2014, using proceeds from the Company’s IPO (see Note 1), the Company redeemed $132.5 million in aggregate principal amount of the 2019 Senior Notes.

On May 13, 2015, using the net proceeds from the issuance of the 2021 Term Loan B, together with the net proceeds from the issuance of the 2022 Senior Notes (defined and discussed below) and available cash, the Company redeemed all outstanding borrowings under the 2019 Senior Notes, totaling $1,192.5 million in principal, together with a call premium of $68.6 million (with a redemption price of 103% on the first $132.5 million and 106.097% on the remaining balance) and accrued and unpaid interest thereon of $29.6 million.

As a result of this redemption, during the three months ended June 30, 2015, the Company recorded a loss on extinguishment of long-term debt of $94.5 million, which includes the above $68.6 million call premium and $25.9 million write-off of unamortized deferred financing fees related to the 2019 Senior Notes.

2022 Senior Notes

On May 5, 2015, the Issuers executed an indenture (the “Indenture”) pursuant to which they issued $300.0 million aggregate principal amount of 6.750% senior notes due May 1, 2022 (the “USD Notes”) and €375.0 million aggregate principal amount of 6.375% senior notes due May 1, 2022 (the “Euro Notes”, and together with the USD Notes, the “2022 Senior Notes”).  Interest on the 2022 Senior Notes is payable semi-annually on May 1 and November 1 of each year, commencing on November 1, 2015.

At any time prior to May 1, 2018, the Issuers may redeem the Euro Notes and/or the USD Notes in whole or in part, at their option at a redemption price equal to 100% of the principal amount of such notes plus the relevant applicable premium as of, and accrued and unpaid interest to, but not including, the redemption date. At any time and from time to time after May 1, 2018, the Issuers may redeem the Euro Notes and/or the USD Notes, in whole or in part, at a redemption price equal to the percentage of principal amount set forth below plus accrued and unpaid interest, if any, on the notes redeemed to, but not including, the redemption date:  

	Euro Notes		USD Notes
12-month period commencing May 1 in Year	Percentage		Percentage
2018	103.188	%	103.375	%
2019	101.594	%	101.688	%
2020 and thereafter	100.000	%	100.000	%

In addition, at any time prior to May 1, 2018, the Issuers may redeem up to 40% of the aggregate principal amount of each of the USD Notes and the Euro Notes, either together or separately, at a redemption price equal to 106.750% of the principal amount thereof for the USD Notes and 106.375% of the principal amount thereof for the Euro Notes plus, in each case, accrued and unpaid interest to, but not including, the redemption date, in an amount equal to the aggregate gross proceeds from certain equity offerings.

The 2022 Senior Notes are the Issuers’ senior unsecured obligations and rank equally in right of payment with all of the Issuers’ existing and future indebtedness that is not expressly subordinated in right of payment thereto. The 2022 Senior Notes will be senior in right of payment to any future indebtedness that is expressly subordinated in right of payment thereto and effectively junior to (a) the Issuers’ existing and future secured indebtedness, including the Company’s accounts receivable facility and the Issuers’ Senior Credit Facility (discussed above), to the extent of the value of the collateral securing such indebtedness and (b) all existing and future liabilities of the Issuers’ non-guarantor subsidiaries.

The Indenture contains customary covenants that, among other things, limit the Issuers’ and certain of their subsidiaries’ ability to incur additional indebtedness and guarantee indebtedness, pay dividends or make other distributions, make investments, or prepay certain indebtedness, each subject to a number of exceptions and qualifications. Certain of these covenants, will be suspended during any period of time that (1) the 2022 Notes have investment grade ratings (as defined in the Indenture) and (2) no default has occurred and is continuing under the Indenture. In the event that the 2022 Senior Notes are downgraded to below an investment grade rating, the Issuers and certain subsidiaries will again be subject to the suspended covenants with respect to future events. As of June 30, 2015, the Company was in compliance with all debt covenant requirements under the Indenture.

Fees and expenses incurred in connection with the issuance of the 2022 Senior Notes were $16.0 million, which were capitalized and recorded in “Deferred charges and other assets” in the condensed consolidated balance sheets, and are being amortized into “Interest expense, net” in the condensed consolidated statements of operations over their 7.0 year term using the effective interest method.  

Accounts Receivable Securitization Facility

In May 2013, the Company amended its existing accounts receivable securitization facility (“Accounts Receivable Securitization Facility”) which increased its borrowing capacity from $160.0 million to $200.0 million, extended the maturity date to May 2016 and allows for the expansion of the pool of eligible accounts receivable to include previously excluded U.S. and Netherlands subsidiaries.

The Accounts Receivable Securitization Facility is subject to interest charges against the amount of outstanding borrowings as well as the amount of available, but undrawn borrowings. As a result of the amendment to the Accounts Receivable Securitization Facility, in regards to outstanding borrowings, fixed interest charges decreased from 3.25% plus commercial paper rates to 2.60% plus variable commercial paper rates. In regards to available, but undrawn borrowings, fixed interest charges decreased from 1.50% to 1.40%.  

As of June 30, 2015 and December 31, 2014, there were no amounts outstanding under the Accounts Receivable Securitization Facility, with approximately $147.3 million and $136.1 million, respectively, of accounts receivable available to support this facility, based on the pool of eligible accounts receivable.

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Fair Value Measurements

6 Months Ended

Jun. 30, 2015

Fair Value Measurements

Fair Value Measurements

NOTE 8—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 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 June 30, 2015 and December 31, 2014.

	June 30, 2015
	Quoted Prices in		Significant		Significant
	Active Markets for		Other Observable		Unobservable
	Identical Items		Inputs		Inputs
Assets (Liabilities) at Fair Value	(Level 1)		(Level 2)		(Level 3)		Total
Foreign exchange forward contracts—Assets	$	—	$	3,302	$	—	$	3,302
Foreign exchange forward contracts—(Liabilities)		—		(110)		—		(110)
Foreign exchange cash flow hedges—Assets		—		1,321		—		1,321
Foreign exchange cash flow hedges—(Liabilities)		—		(1,945)		—		(1,945)
Total fair value	$	—	$	2,568	$	—	$	2,568

	December 31, 2014
	Quoted Prices in		Significant		Significant
	Active Markets for		Other Observable		Unobservable
	Identical Items		Inputs		Inputs
Assets (Liabilities) at Fair Value	(Level 1)		(Level 2)		(Level 3)		Total
Foreign exchange forward contracts—Assets	$	—	$	298	$	—	$	298
Foreign exchange forward contracts—(Liabilities)		—		(4,850)		—		(4,850)
Total fair value	$	—	$	(4,552)	$	—	$	(4,552)

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 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 June 30, 2015 and December 31, 2014, respectively:

	As of		As of
	June 30, 2015		December 31, 2014
2019 Senior Notes	$	—	$	1,212,045
2022 Senior Notes
USD Notes		304,875		—
Euro Notes		420,462		—
2021 Term Loan B		495,315		—
Total fair value	$	1,220,652	$	1,212,045

The fair value of the Company’s Term Loan B, USD Notes, Euro Notes, and 2019 Senior Notes (each Level 2 securities) is determined using over-the-counter market quotes and benchmark yields received from independent vendors.

There were no other significant financial instruments outstanding as of June 30, 2015 and December 31, 2014.

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Segments - Reconciliation of Segment Reporting to Consolidated (Detail) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2015 USD ($) item	Jun. 30, 2014 USD ($)	Jun. 30, 2015 USD ($) division item	Jun. 30, 2014 USD ($)	Dec. 31, 2014 USD ($) segment division
Segment Reporting Information [Line Items]
Number of divisions | division			2		2
Number of reportable segments | segment					4
Number Of Joint Ventures | item	2		2
Sales to external customers	$ 1,028,673	$ 1,340,935	$ 2,046,938	$ 2,700,067
Equity in earnings (losses) of unconsolidated affiliates	40,841	5,378	77,548	20,328
Investment in unconsolidated affiliates	200,206	162,738	200,206	162,738	$ 167,658
Depreciation and amortization	$ 21,727	27,213	$ 44,281	50,941
AmSty [Member]
Segment Reporting Information [Line Items]
Equity Method Investment, Ownership Percentage	50.00%		50.00%
Investment in unconsolidated affiliates	$ 164,400		$ 164,400		133,500
Sumika Styron [Member]
Segment Reporting Information [Line Items]
Equity Method Investment, Ownership Percentage	50.00%		50.00%
Investment in unconsolidated affiliates	$ 35,800		$ 35,800		$ 34,100
Operating Segments [Member]
Segment Reporting Information [Line Items]
EBITDA	176,776	94,136	308,473	202,657
Corporate Unallocated [Member]
Segment Reporting Information [Line Items]
EBITDA	121,193	73,492	145,876	95,631
Depreciation and amortization	765	877	1,516	1,968
Latex Segment | Operating Segments [Member]
Segment Reporting Information [Line Items]
Sales to external customers	247,512	320,682	485,768	646,988
EBITDA	14,904	24,818	36,352	50,331
Depreciation and amortization	6,196	7,336	12,566	13,639
Synthetic Rubber Segment | Operating Segments [Member]
Segment Reporting Information [Line Items]
Sales to external customers	115,370	164,926	244,774	341,639
EBITDA	18,461	37,034	44,632	80,134
Depreciation and amortization	7,378	8,474	15,169	15,645
Performance Plastics Segment [Member] | Operating Segments [Member]
Segment Reporting Information [Line Items]
Sales to external customers	185,304	209,846	382,249	411,851
EBITDA	21,256	16,826	46,344	34,175
Depreciation and amortization	1,373	1,417	2,786	2,660
Basic Plastics & Feedstocks Segment | Operating Segments [Member]
Segment Reporting Information [Line Items]
Sales to external customers	480,487	645,481	934,147	1,299,589
Equity in earnings (losses) of unconsolidated affiliates	40,841	5,378	77,548	20,328
EBITDA	122,155	15,458	181,145	38,017
Investment in unconsolidated affiliates	200,206	162,738	200,206	162,738
Depreciation and amortization	$ 6,015	$ 9,109	$ 12,244	$ 17,029

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Divestitures (Details) € in Thousands, $ in Thousands	1 Months Ended		3 Months Ended		6 Months Ended
	Apr. 30, 2014 EUR (€)	Apr. 30, 2014 USD ($)	Jun. 30, 2014 USD ($)	Mar. 31, 2014 USD ($)	Jun. 30, 2014 USD ($)	Jun. 30, 2015 EUR (€)	Jun. 30, 2015 USD ($)
Disclosures by disposal group
Business disposition, working capital adjustment paid					$ 700
Loss on sale					(116)
Livorno, Italy [Member]
Disclosures by disposal group
Sale of portion of land	€ 4,950	$ 6,800
Livorno, Italy [Member] | Other Expense [Member]
Disclosures by disposal group
Gain on sale of property held-for-sale			$ 100		$ 100
Expandable Polystyrene Business [Member] | Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member]
Disclosures by disposal group
Business disposition, working capital adjustment paid				$ 700
Incremental payment						€ 500	$ 600

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Related Party and Dow Transactions (Details) - USD ($) $ in Millions	1 Months Ended	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2010
Dow [Member] | Latex JV Option Agreement [Member]
Related Party and Dow Transactions
Ownership option granted (as a percent)						50.00%
Dow [Member] | Other Expense, Net | Latex JV Option Agreement [Member]
Related Party and Dow Transactions
Loss on termination of agreement			$ 32.5		$ 32.5
Bain Capital [Member] | Advisory Agreement [Member]
Related Party and Dow Transactions
Related party agreement term (in years)				10 years
Expenses from transactions		$ 0.1	$ 0.8	$ 0.2	$ 2.0
Bain Capital [Member] | Transaction Services Agreement [Member]
Related Party and Dow Transactions
Transaction services agreement, period				10 years
Percentage of advisory fees				1.00%
Bain Capital [Member] | Selling, General and Administrative Expenses | Advisory Agreement [Member]
Related Party and Dow Transactions
Loss on termination of agreement	$ 23.3
Bain Capital [Member] | Additional Paid-In Capital [Member] | Transaction Services Agreement [Member]
Related Party and Dow Transactions
IPO expenses directly related to the offering				$ 2.2

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Provision for Income Taxes (Tables)

6 Months Ended

Jun. 30, 2015

Provision for Income Taxes

Schedule of Effective Tax Rate

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2015			2014			2015			2014
Effective income tax rate		90.9	%		(13.9)	%		39.8	%		(195.0)	%

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Debt - Accounts Receivable Securitization Facility (Details) - Accounts Receivable Securitization Facility [Member] - USD ($) $ in Millions		1 Months Ended
	Apr. 30, 2013	May. 31, 2013	Jun. 30, 2015	Dec. 31, 2014
Debt Instruments
Maximum borrowing capacity	$ 160.0	$ 200.0
Debt instrument, fixed interest charges	3.25%	2.60%
Fixed interest charges on available, but undrawn borrowings	1.50%	1.40%
Amounts outstanding			$ 0.0	$ 0.0
Accounts receivable available to support facility			$ 147.3	$ 136.1

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Related Party and Dow Transactions

6 Months Ended

Jun. 30, 2015

Related Party and Dow Transactions

Related Party and Dow Transactions

NOTE 13—RELATED PARTY TRANSACTIONS AND DOW TRANSACTIONS

In connection with the Acquisition, the Company entered into a ten year initial term advisory agreement with Bain Capital (the “Advisory Agreement”) wherein Bain Capital provides management and consulting services and financial and other advisory services to the Company. The Advisory Agreement terminated upon consummation of the Company’s IPO in June 2014and pursuant to the terms of the Advisory Agreement, the Company paid $23.3 million of termination fees representing acceleration of the advisory fees for the remainder of the original term. The termination fee was paid in June 2014 using the proceeds from the IPO, and was recorded as an expense within “Selling, general and administrative expenses” in the condensed consolidated statement of operations for the three and six months ended June 30, 2014. Bain Capital will continue to provide an immaterial level of ad hoc advisory services for the Company going forward. In conjunction with the above, we paid Bain Capital fees (including out-of-pocket expenses) of $0.1 million and $0.8 million for the three months ended June 30, 2015 and 2014, respectively, and $0.2 million and $2.0 million for the six months ended June 30, 2015 and 2014, respectively (excluding the termination fees noted above).

Bain Capital also provided advice pursuant to a 10-year transaction services agreement with fees payable equaling 1% of the transaction value of each financing, acquisition or similar transaction. In connection with the IPO, Bain Capital received $2.2 million of transaction fees, which were recorded within “Additional paid-in-capital” on the condensed consolidated balance sheet as of June 30, 2015 and December 31, 2014.  This transaction services agreement also terminated upon consummation of the Company’s IPO in June 2014.

In connection with the Acquisition in 2010, certain of the Company’s affiliates entered into a latex joint venture option agreement (the “Latex JV Option Agreement”) with Dow, pursuant to which Dow was granted an irrevocable option to purchase 50% of the issued and outstanding interests in a joint venture to be formed by Dow and the Company’s affiliates with respect to the SB Latex business in Asia, Latin America, the Middle East, Africa, Eastern Europe, Russia and India. On May 30, 2014, the Company’s affiliates entered into an agreement with Dow to terminate the Latex JV Option Agreement, Dow’s rights to the option, and all other obligations thereunder, in exchange for a termination payment of $32.5 million. This termination payment was made on May 30, 2014, and the termination of the Latex JV Option Agreement became effective as of such date. This termination payment was recorded as an expense within “Other expense, net” in the condensed consolidated statements of operations for the three and six months ended June 30, 2014.

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Earnings (Loss) Per Share

6 Months Ended

Jun. 30, 2015

Earnings (Loss) Per Share

Earnings (Loss) Per Share

NOTE 18—EARNINGS (LOSS) PER SHARE

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

The following table presents basic EPS and diluted EPS for the three and six months ended June 30, 2015 and 2014, respectively.

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(in thousands, except per share data)	2015		2014		2015		2014
Earnings (losses):
Net income (loss)	$	756	$	(44,621)	$	38,460	$	(27,535)
Shares:
Weighted-average common shares outstanding		48,771		38,912		48,770		38,096
Dilutive effect of  RSUs and option awards*		136		—		126		—
Diluted weighted-average shares outstanding		48,907		38,912		48,896		38,096
Income (loss) per share:
Income (loss) per share—basic	$	0.02	$	(1.15)	$	0.79	$	(0.72)
Income (loss) per share—diluted	$	0.02	$	(1.15)	$	0.79	$	(0.72)

*Refer to Note 12 for discussion of RSUs and option awards granted to certain Company directors and employees. As net loss was reported for the three and six months ended June 30, 2014, potentially dilutive awards have not been included within the calculation of diluted EPS for those periods, as they would have an anti-dilutive effect.

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Debt - Senior Secured Credit Facility (Details) - USD ($) $ in Millions		1 Months Ended
	May. 05, 2015	May. 31, 2015	Jun. 30, 2015	Dec. 31, 2014	Jan. 31, 2013
Senior Credit Facility [Member]
Debt Instruments
Maximum borrowing capacity	$ 825.0
Credit Facility, amount outstanding			$ 0.0
Revolving Facility [Member] | 2018 Senior Secured Credit Facility
Debt Instruments
Maximum borrowing capacity					$ 300.0
Credit Facility, amount outstanding				$ 0.0
Write off of Deferred Debt Issuance Cost		$ 0.7
Unamortized deferred financing fees		$ 7.2
Revolving Facility [Member] | Senior Credit Facility [Member]
Debt Instruments
Maximum borrowing capacity	$ 325.0
Commitment fee (as a percent)	0.50%
Funds available for borrowings			313.2
Percentage of Revolving Facility borrowing capacity covenant trigger	30.00%
Debt Discount and Deferred Financing Fees Amortization Period	5 years
Revolving Facility [Member] | Senior Credit Facility [Member] | Maximum
Debt Instruments
Net leverage ratio	2.00
Revolving Facility [Member] | Deferred Charges and Other Assets | Senior Credit Facility [Member]
Debt Instruments
Debt issuance costs	$ 0.3
Swingline Subfacility [Member] | Senior Credit Facility [Member]
Debt Instruments
Maximum borrowing capacity	25.0
Letter of Credit [Member] | Senior Credit Facility [Member]
Debt Instruments
Maximum borrowing capacity	35.0
Letters of credit, amount outstanding			11.8
Undrawn letters of credit	10.0
Term Loans [Member] | Senior Credit Facility [Member]
Debt Instruments
Maximum borrowing capacity	$ 500.0
Debt Instrument Discount Rate (as a percent)	0.25%
Debt Instrument Periodic Payment as Percent of Original Principal Amount	0.25%
Current portion			$ 5.0
Debt Discount and Deferred Financing Fees Amortization Period	6 years 6 months
Term Loans [Member] | Deferred Charges and Other Assets | Senior Credit Facility [Member]
Debt Instruments
Debt issuance costs	$ 12.0
Term Loans [Member] | LIBOR [Member]
Debt Instruments
Debt instrument, fixed interest charges	3.25%
Interest rate floor (as a percent)	1.00%

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Basis of Presentation (Details) $ / shares in Units, $ in Millions			6 Months Ended	12 Months Ended
	Jun. 17, 2014 USD ($) $ / shares shares	May. 30, 2014 shares	Jun. 30, 2015 division shares	Dec. 31, 2014 segment division shares
Basis of Presentation
Reverse stock split ratio		0.00229
Authorized common stock after reverse split		50,000,000,000	50,000,000,000	50,000,000,000
Number of divisions | division			2	2
Number of reportable segments | segment				4
IPO [Member]
Basis of Presentation
Ordinary shares issued	11,500,000
Price per share | $ / shares	$ 19.00
Cash proceeds, net of underwriting discounts | $	$ 203.2
Over-Allotment Option [Member]
Basis of Presentation
Ordinary shares issued	1,500,000

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Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Statements of Comprehensive Income
Net income (loss)	$ 756	$ (44,621)	$ 38,460	$ (27,535)
Other comprehensive income (loss), net of tax (tax amounts shown in millions below for the three and six months ended June 30, 2015 and 2014, respectively):
Cumulative translation adjustments	35,241	(8,927)	(78,914)	(10,352)
Unrealized gain on foreign exchange cash flow hedges (net of tax of: 2015 --$(0.1) and $0.0; 2014 --$0.0 and $0.0)	(1,440)		(405)
Pension and other postretirement benefit plans (net of tax of 2015 -- $0.3 and $0.7; 2014 -- $0.2 and $0.3)	791	336	1,628	580
Total other comprehensive income (loss)	34,592	(8,591)	(77,691)	(9,772)
Comprehensive income (loss)	$ 35,348	$ (53,212)	$ (39,231)	$ (37,307)

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Recent Accounting Guidance

6 Months Ended

Jun. 30, 2015

Recent Accounting Guidance

Recent Accounting Guidance

NOTE 2—RECENT ACCOUNTING GUIDANCE

In April 2014, the Financial Accounting Standards Board (“FASB”) issued amendments to guidance for reporting discontinued operations and disposals of components of an entity. The amended guidance requires that a disposal representing a strategic shift that has (or will have) a major effect on an entity’s financial results or a business activity classified as held for sale should be reported as discontinued operations. The amendments also expand the disclosure requirements for discontinued operations and add new disclosures for individually significant dispositions that do not qualify as discontinued operations. The Company adopted this guidance effective January 1, 2015, and the adoption did not have a significant impact on the Company’s financial position, results of operations, or disclosures.

In May 2014, the FASB and the International Accounting Standards Board (“IASB”) jointly issued new 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. This guidance is effective for public entities for annual and interim periods beginning after December 15, 2017.  The Company is currently assessing the impact of adopting this guidance on its financial statements and results of operations.

In January 2015, the FASB issued guidance to simplify income statement classification by removing the concept of extraordinary items from GAAP. The Company adopted this guidance effective January 1, 2015, and the adoption did not have a significant impact on the Company’s financial position or results of operations.

In April 2015, the FASB issued guidance that requires debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying value of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected. This new guidance, which is to be applied on a retrospective basis, is effective for public companies for annual and interim periods beginning after December 31, 2015, with early adoption permitted. The Company will adopt this guidance effective January 1, 2016. The Company is currently assessing the impact of adopting this guidance on the statement of financial position.

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Commitments and Contingencies - Purchase Commitments (Detail)	6 Months Ended
	Jun. 30, 2015
Maximum
Purchase commitment period	6 years
Minimum
Purchase commitment period	1 year

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Accumulated Other Comprehensive Income (Loss) - Components of Accumulated Other Comprehensive Income (Loss), Net of Income Taxes (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Balance			$ 320,865	$ 343,202
Balance	$ 287,853	$ 509,609	287,853	509,609
Currency Translation Adjustment
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Balance	(131,910)	114,721	(17,755)	116,146
Other comprehensive income (loss) before reclassifications	35,241	(8,927)	(78,914)	(10,352)
Balance	(96,669)	105,794	(96,669)	105,794
Pension & Other Postretirement Benefit Plans, Net
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Balance	(56,625)	(27,524)	(57,462)	(27,768)
Amounts reclassified from AOCI to net income	791	336	1,628	580
Balance	(55,834)	(27,188)	(55,834)	(27,188)
Foreign Exchange Cash Flow Hedges, Net
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Balance	1,035
Other comprehensive income (loss) before reclassifications	(1,370)		(335)
Amounts reclassified from AOCI to net income	(70)		(70)
Balance	(405)		(405)
Accumulated Other Comprehensive Income (Loss) [Member]
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Balance	(187,500)	87,197	(75,217)	88,378
Other comprehensive income (loss) before reclassifications	33,871	(8,927)	(79,249)	(10,352)
Amounts reclassified from AOCI to net income	721	336	1,558	580
Balance	$ (152,908)	$ 78,606	$ (152,908)	$ 78,606

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Recent Accounting Guidance (Policies)

6 Months Ended

Jun. 30, 2015

Basis of Presentation

Recent Accounting Guidance

In April 2014, the Financial Accounting Standards Board (“FASB”) issued amendments to guidance for reporting discontinued operations and disposals of components of an entity. The amended guidance requires that a disposal representing a strategic shift that has (or will have) a major effect on an entity’s financial results or a business activity classified as held for sale should be reported as discontinued operations. The amendments also expand the disclosure requirements for discontinued operations and add new disclosures for individually significant dispositions that do not qualify as discontinued operations. The Company adopted this guidance effective January 1, 2015, and the adoption did not have a significant impact on the Company’s financial position, results of operations, or disclosures.

In May 2014, the FASB and the International Accounting Standards Board (“IASB”) jointly issued new 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. This guidance is effective for public entities for annual and interim periods beginning after December 15, 2017.  The Company is currently assessing the impact of adopting this guidance on its financial statements and results of operations.

In January 2015, the FASB issued guidance to simplify income statement classification by removing the concept of extraordinary items from GAAP. The Company adopted this guidance effective January 1, 2015, and the adoption did not have a significant impact on the Company’s financial position or results of operations.

In April 2015, the FASB issued guidance that requires debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying value of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected. This new guidance, which is to be applied on a retrospective basis, is effective for public companies for annual and interim periods beginning after December 31, 2015, with early adoption permitted. The Company will adopt this guidance effective January 1, 2016. The Company is currently assessing the impact of adopting this guidance on the statement of financial position.

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Restructuring (Tables)

6 Months Ended

Jun. 30, 2015

Altona Plant Shutdown

Rollforward of Liability Balances

	Balance at						Balance at
	December 31, 2014		Expenses		Deductions(1)		June 30, 2015
Contract termination charges	$	2,128	$	(42)	$	(580)	$	1,506
Total	$	2,128	$	(42)	$	(580)	$	1,506

(1) Includes primarily payments made against existing accruals, as well as immaterial impacts of foreign currency remeasurement.

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Stock-Based Compensation

6 Months Ended

Jun. 30, 2015

Stock-Based Compensation

Stock-Based Compensation

NOTE 12—STOCK-BASED COMPENSATION

Restricted Stock Awards issued by the Parent

On June 17, 2010, Bain Capital Everest Manager Holding SCA (“the Parent”), an affiliate of Bain Capital, authorized the issuance of up to 750,000 shares in time-based and performance-based restricted stock to certain key members of management. Any related compensation associated with these awards is allocated to the Company from the Parent. With the adoption of the Company’s 2014 Omnibus Incentive Plan (see discussion below), no further restricted stock awards will be issued by the Parenton behalf of the Company.  

Time-based Restricted Stock Awards

For the six month period ended June 30, 2015, there were no grants of time-based restricted stock awards. Total compensation expense for time-based restricted stock awards was $0.9 million and $2.2 million for the three months ended June 30, 2015 and 2014, respectively, and $2.1 million and $4.7 million for the six months ended June 30, 2015 and 2014, respectively. As of June 30, 2015, there was $3.0 million of total unrecognized compensation cost related to time-based restricted stock awards, which is expected to be recognized over a weighted-average period of 2.0 years.

Modified Time-based Restricted Stock Awards

For the six month period ended June 30, 2015, there were no grants of modified time-based restricted stock awards. Total compensation expense recognized for modified time-based restricted stock awards was $0.9 million and $1.8  million for the three and six months ended June 30, 2015, respectively. As of June 30, 2015, there was $7.4 million of total unrecognized compensation cost related to the modified time-based restricted stock awards, which is expected to be recognized over a weighted-average period of 2.1 years.

Management Retention Awards

During the year ended December 31, 2012, the Parent agreed to retention awards with certain officers. These awards generally vest over one to four years, and are payable upon vesting subject to the participant’s continued employment with the Company on the vesting date. Compensation expense related to these retention awards is equivalent to the value of the award, and is being recognized ratably over the applicable service period. Total compensation expense for these retention awards was $0.1 million and $0.2 million for the three months ended June 30, 2015 and 2014, respectively, and $0.2 million and $0.5 million for the six months ended June 30, 2015 and 2014, respectively. As of June 30, 2015, there was $0.2 million in unrecognized compensation cost related to these retention awards. This cost is expected to be recognized over a period of 0.6 years.

2014 Omnibus Incentive Plan

In connection with the IPO, the Company’s Board of Directors approved the Trinseo S.A. 2014 Omnibus Incentive Plan (“2014 Omnibus Plan”), adopted on May 28, 2014, under which the maximum number of shares of common stock that may be delivered upon satisfaction of awards granted under such plan is 4.5 million shares. During the six months ended June 30, 2015, the Board of Directors of the Company approved equity award grants for certain directors, executives, and employees, comprised of restricted share units (or RSUs) and options to purchase shares.

The RSUs granted to executives and employees vest in full on the third anniversary of the date of grant, generally subject to the employee remaining continuously employed by the Company on the vesting date. RSUs granted to directors of the Company vest in full on the first anniversary of the date of grant.  Upon a termination of employment due to the employee’s death or retirement or a termination of employment by the Company without cause in connection with a restructuring or redundancy or due to the employee’s disability prior to the vesting date, the RSUs will vest in full or in part, depending on the type of termination. Dividends and dividend equivalents will not accumulate on unvested RSUs. Compensation costs for the RSUs are measured at the grant date based on the fair value of the award and are recognized ratably as expense over the applicable vesting term.

The option awards, which contain an exercise term of nine years from the date of grant, vest in three equal annual installments beginning on the on the first anniversary of the date of grant, generally subject to the employee remaining continuously employed on the applicable vesting date. Upon a termination of employment due to the employee’s death or retirement or a termination of employment by the Company without cause in connection with a restructuring or redundancy or due to the employee’s disability prior to a vesting date, the options will vest in full or will continue to vest on the original vesting schedule, depending on the type of termination. In the event employment is terminated for cause, all vested and unvested options will be forfeited. Compensation cost for the option awards is measured at the grant date based on the fair value of the award and is recognized as expense over the appropriate service period utilizing graded vesting.

The fair value of RSUs is equal to the fair market value of the Company’s common shares based on the closing price on the date of grant. During the three and six months ended June 30, 2015, the Company granted 23,785 and 436,323 RSUs, respectively, at a weighted-average grant date fair value of $27.81 and $18.67, respectively, per unit. Total compensation expense recognized for the RSUs was $0.5 million and $0.7 million for the three and six months ended June 30, 2015, respectively. As of June 30, 2015, there was $7.3 million of total unrecognized compensation cost related to the RSUs, which is expected to be recognized over a weighted-average period of 2.5 years.

The fair value for option awards is computed using the Black-Scholes pricing model, whose significant inputs and assumptions are determined as of the date of grant. Determining the fair value of the option awards requires considerable judgment, including estimating the expected term of stock options and the expected volatility of the Company’s stock price. During the three and six  months ended June 30, 2015, the Company granted 3,680 and 607,382 option awards, respectively, to purchase common shares at a weighted-average grant date fair value of $12.05 and $7.82, respectively, per option award.

Since the Company’s equity interests were privately held prior to the IPO in June 2014, there is limited publicly traded stock history, and as a result the expected volatility used in the Black-Scholes pricing model is based on the historical volatility of similar companies’ stock that are publicly traded as well as the Company’s debt-to-equity ratio. Until such time that the Company has enough publicly traded stock history to determine expected volatility based solely on its stock, estimated volatility of options granted will be based on a combination of our historical volatility and similar companies’ stock that are publicly traded. The expected term of options represents the period of time that options granted are expected to be outstanding. For the grants presented herein, the simplified method was used to calculate the expected term of options, given the Company’s limited historical exercise data. The risk free interest rate for the periods within the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The dividend yield is assumed to be zero based on historical and expected dividend activity.

The following are the weighted-average assumptions used within the Black-Scholes pricing model for grants during the six months ended June 30, 2015:

	Six Months Ended June 30,
	2015
Expected term (in years)	5.50
Expected volatility	45.00	%
Risk-free interest rate	1.65	%
Dividend yield	0.00	%

Total compensation expense for the option awards was $1.2 million and $1.4 million for the three and six months ended June 30, 2015, respectively. As of June 30, 2015, there was $3.3 million of total unrecognized compensation cost related to the option awards, which is expected to be recognized over a weighted-average period of 2.7 years.