2009 Annual Report
Integrity Teamwork Relationships Problem Solving Resilience Results
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Giving Innovators Their Edge
About Kraton
Kraton Performance Polymers, Inc. (NYSE:KRA) is the ultimate parent of Kraton Polymers LLC and
a global family of companies (together “Kraton”) that is a leading global producer of engineered
polymers and one of the world’s largest producers of styrenic block copolymers (SBCs), a family
of products whose chemistry was pioneered by Kraton almost half a century ago. Kraton’s
products are used in a wide range of applications, including adhesives, coatings, consumer and
personal care products, sealants and lubricants, and medical, packaging, automotive, paving,
roofing and footwear products. The company offers approximately 800 products to more than 700
customers in more than 60 countries worldwide.
Kraton (pronounced: Kr -t n) was named after Kratos, from
Greek mythology, who represents strength and power.
Our Core Values
Kraton is dedicated to the highest standards of safety, compliance, product stewardship and
world-class customer service. Since its inception, the company has adhered to a strict set of core
values that shape its culture and character, as well as guide how it behaves and makes decisions.
These core values are: Integrity, Teamwork, Relationships, Problem Solving, Resilience, and Results.
Contents
1 Shareholder Letter
4 Adhesives, Sealants and Coatings
6 Advanced Materials
8 Paving and Roofing
10 Emerging Businesses
12 Investment and Financial Highlights
13 Form 10K
inside back cover Shareholder Information
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Dear Fellow Shareholders:
styrenic block copolymers (SBCs) almost 50 years
ago, and since then we have led the development
of virtually every major SBC application that
our customers have commercialized. The unique
versatility of Kraton’s SBCs brings superior value
to a wide variety of society’s most recognized
products, and solutions for their technical
challenges, often representing the enabling
ingredient needed to achieve the desired
performance. Our entire global team is dedicated
to working collaboratively with our customers to
find ever-improving, specialized solutions to meet
or exceed their demanding future needs.
Kraton’s market-leading solutions range from soft,
strong compounds used to improve the grips of
toothbrushes and razors, to the elastic components
and adhesives in diapers, to temperature and
stress-resistant asphalt modifiers for roads and
roofing materials.
Our innovation pipeline continues to develop new
products, applications and technologies that have
high growth and margin potential. These include
Isoprene Rubber (IR) Latex, a non-allergenic
material that is an ideal substitute for natural
rubber latex in medical and consumer products;
NEXAR polymers for moisture control in high-
performance textiles and clothing; and a number
of products that can be used as alternatives to
polyvinyl chloride (PVC) for a wide range of
applications such as wire and cable, medical and
food products.
Positive Momentum
Despite challenges posed by the global economic
slowdown that began in late 2008, we are
pleased to report that 2009 was highlighted by
many notable achievements. Through our “smart
pricing” efforts, we maintained pricing and
margins, at or above our targets, commensurate
with the value created for our customers in their
specific market applications. We believe this
1
Kevin M. Fogarty (left)
President and Chief Executive Officer
Dan F. Smith (right)
Chairman of the Board of Directors
It is with great pride that we present to you our
first annual report as a publicly owned company.
Although it has been only a few months since our
initial public offering (IPO) on December 16, 2009,
the interest and enthusiasm investors have shown
for our company, and our prospects for future
growth, are all very gratifying.
We believe Kraton is unique in the global chemical
and polymer landscape, balancing a proud history
of innovation and customer relationships with
exciting prospects for future growth and industry
leadership. In this letter, and throughout this
report, we hope to answer many of the questions
you may have about Kraton.
Giving Innovators Their Edge® succinctly sums up
what many companies would like to suggest about
themselves, but which Kraton can convincingly
assert. Our scientists and engineers invented
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letter
success results directly from our leading position
in the industry – driven by our continued output
of new innovations, coupled with the sustained
demand for our high-value products. We also
achieved sustainable cost reductions of $17 million,
excluding the shutdown of our plant in Pernis, the
Netherlands, which was implemented in December
and is expected to provide an additional $12
million in fixed-cost reductions beginning in 2010.
Regarding cash and capital structure, we created
greater financial flexibility by reducing our
long-term debt by one-third to $385 million,
and extending our revolving credit facility by
two years to 2013. We utilized $100 million of
the $138 million of net IPO proceeds towards
term debt reduction, and earlier in 2009 we
opportunistically purchased $37 million of face-
value senior subordinated notes at an average cost
of approximately 35 cents on the dollar. Lastly, our
initiatives to reduce working capital helped us to
improve cash generated from operating activities
to $73 million in 2009, compared with $40 million
in 2008.
Operational improvements included the
completion of our global enterprise resource
planning project. Through this effort, we
successfully replaced a collection of inefficient
and obsolete legacy software systems with a
single, global SAP® platform that will allow us to
capture additional cost reductions and efficiencies,
while preserving our leading customer service
capabilities. Beginning in 2010, annual savings
from this initiative are expected to be $5 million.
In 2009 we invested wisely in key infrastructure.
Specifically, we completed phase one, and have
now initiated the second phase, of a digital
control system upgrade at our flagship Belpre,
Ohio facility. This will improve our manufacturing
flexibility and allow us to deliver high-quality
products more efficiently to our customers. We also
opened a new state-of-the-art innovation center
in Houston, Texas, to further enhance our product
and application development productivity.
The positive momentum we saw as the
year closed reflects the intrinsic strength
of our business, our products and our
strategy, as well as the high value our
customers place on our innovation
and their relationships with us.
Growth in End Use Markets
The unique value Kraton provides its customers
is evident in our position as the global market
share leader in three important end use markets
– Advanced Materials; Adhesives, Sealants and
Coatings; and Paving and Roofing. In addition, our
Emerging Businesses end use market includes IR
Latex, which we expect will fuel added growth in
the future.
While our overall sales were down in 2009 as
a result of the weakened global economy, we
experienced 16 percent year-over-year volume
growth in the fourth quarter, and an 8 percent
increase in sales revenue. We experienced a steady
increase in revenue in Emerging Businesses due
to the continued strong demand for our IR and
IR Latex products in applications such as surgical
gloves and condoms. To meet this growing
demand, we are using a portion of the proceeds
from the IPO to expand IR Latex production
capacity at our Paulinia, Brazil plant in 2010, and
to replace the isoprene rubber capacity that we
shut down in Pernis by expanding capacity at our
Belpre, Ohio plant by early 2011.
2
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letter
We are convinced our proven track record of
innovation success is the key differentiator for
Kraton, and certainly the core element of our
organic growth strategy as we continue to
develop and commercialize new uses for our
polymers. Our “Vision 20/20” innovation targets
call for us to generate at least 20 percent of our
total revenue from products and applications
introduced in the prior five years, with margins
at least 20 percent above that of our base
products. Such a challenging target can only be
achieved through the capability and dedication
of our talented Kraton professionals worldwide.
We intend to continue to develop technical and
marketing resources to help us further penetrate
developing regions and other targeted markets
where our innovation efforts will be highly valued.
An Exciting Future
Our attention in 2010 will be focused on
returning our business to sustainable, profitable
growth through successful commercialization
of our innovation-led market development
priorities. We believe that our capital investments
will provide for future growth, including the
expansion of our IR Latex manufacturing
capability. While general economic conditions
and the demand for our products have improved
in recent months, we are anticipating that
Sincerely,
economic recovery will remain uncertain for
much of 2010. However, the operating leverage
we have created from the initiatives outlined
herein – including smart pricing, fixed-cost
reductions, and productivity enhancement – gives
us confidence and optimism that even a modest
economic recovery should have a strong, positive
impact on our performance.
We intend to run our industry-leading business
in a safe, compliant manner, consistent with
our core values, and in keeping with the trust
that has been placed in our company by our
employees, customers, suppliers, lenders,
investors and the communities in which we live.
As always, we would like to thank all our fellow
Kraton employees and contractors around the
world for their continued dedication to our
business and promising future.
Finally, we thank you, our shareholders, for your
interest and support, and your new investment
in our company. With your discovery of Kraton,
we hope you feel the same kind of excitement
that we do about the future of our company. We
feel confident that 2010 will be another year of
progress for us, and we look forward to sharing
our results with you.
Dan F. Smith
Chairman of the Board of Directors
Kevin M. Fogarty
President and Chief Executive Officer
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3
Adhesives, Sealants
and Coatings
Cohesive strength, color stability, long shelf
life, and resistance to water, heat and light
are some of the properties Kraton polymers
add to its customers’ adhesive, sealant and
coating products.
Kraton offers improved all-around perfor-
mance in a wide variety of pressure-sensitive
and other adhesive applications, including
specialty tapes, packing tapes, labels, decals,
plasters, construction adhesives, medical
dressings, sealants, coatings, protective films,
road marking paints, disposable diapers and
other hygienic products.
The company is widely recognized as the
innovation leader in developing customized
solutions for these end use markets, with its
combination of efficient global manufactur-
ing capabilities and excellence in polymer
research and technical support. Its market
share is approximately 2.5 times greater than
the next largest competitor, and the com-
pany is strengthening its global position by
leveraging distribution channels, expanding
its marketing focus and quickly translating
technology across regions.
Demand for Kraton’s products is growing in
the emerging markets of Eastern Europe,
the Middle East, China and India, especially
for applications such as disposable hygiene
products. Further global opportunities for
growth include new applications in protective
films, roof coatings, oil field operations, filmic
labels and elastic adhesives.
4
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Why Kraton?
The unique two-phase structure of Kraton block copolymers creates opportunities to use formu-
lating resins, which can be supplemented by the use of plasticizers, fillers and antioxidants. These
formulations allow the modification of a wide range of functional adhesive properties such as tack,
cohesive strength, holding power, stiffness and temperature resistance. The styrene-isoprene-styrene
(SIS) copolymer is preferred for production of packaging tape and pressure-sensitive label adhesives.
Much of the success of Kraton polymers has been achieved by applying adhesives as hot melts. Many
manufacturers prefer more efficient hot-melt mixing and high-speed coating processes over solvent-
based systems which have certain environmental and safety restrictions. In addition, Kraton poly-
mers are available in pellet form, so they are easy to handle and offer rapid dissolution into high
solid formulations.
What’s New?
Kraton has developed an exclusive new series of tailored polymers and compounds as enabling
technology for the production of co-extruded (co-ex) surface protection films. Protective films made
with Kraton co-ex technology provide superior protection for finished goods in many industries
and applications including automotive, consumer electronics, home appliances, construction, plastic
laminates, furniture, glass and mirrors, and many metals both finished and unfinished. Protective
film manufacturers using Kraton co-ex technology enjoy the benefits of lower costs, superior protec-
tion, and high-flexibility in a clean protective film.
The company also announced a new class of Kraton polymers that will make it possible to formu-
late pressure-sensitive adhesives, sealants and coatings using natural oils, such as soybean, grape
seed and olive oils. These oils are more environmentally friendly and less subject to market volatility
compared with the mineral and naphtha oils traditionally used in the process. The new technology
offers a green solution and represents the latest addition to Kraton’s portfolio of environmentally
friendly materials. Applications targeted for this new technology include removable labels and high-
performance coatings.
Kraton has the largest, most
geographically diverse asset
base in the industry
100% of Kraton products are
offered “on demand” and
delivered within 30 minutes
of scheduled time
5
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Advanced Materials
Kraton is the leading global supplier of SBCs and specialized
compounds for advanced materials that enhance the value
of a variety of products, such as toothbrushes and razors
that are easier to hold, and diapers that fit better and im-
prove comfort for the child. In addition, Kraton has devel-
oped alternatives to flexible polyvinyl chloride (PVC) and
polycarbonate. These alternatives are more environmentally
friendly, yet still meet stringent performance requirements.
The company’s polymers provide critical features
for a wide range of applications in personal
care and hygiene, wire and cable, medical, food
packaging, sports and leisure, construction, and
molded and extruded technical products. Kraton
pioneered soft-touch applications for consumer
products and elastic film compounds for personal
care in the 1990s.
As a strategic partner of choice for key global
compounders, Kraton develops solutions that
improve the performance of other materials and
enhance the value of end use products. Consumers
have become accustomed to the soft-grip handles
now commonly found on toothbrushes, razors
and power tools, and the stretchiness of today’s
disposable diapers. All of those benefits are made
possible by the versatility of SBCs and the ongoing
efforts of Kraton’s research team to find new ways
of using our polymers to make life better.
The groundswell of demand for alternatives to
PVC materials and the phthalate plasticizers used
as softeners presents a substantial growth oppor-
tunity for Kraton in the advanced materials end
use market. Kraton’s advanced materials are being
called upon increasingly as substitutes for PVCs
in medical applications such as intravenous drip
bags, tubes and blood bags, as well as for wire
and cable, baby care and electronics products.
6
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Why Kraton?
Kraton’s products possess a unique ability to enhance the grip, feel, appearance, comfort and
convenience of a wide range of products. Although they represent only a small amount of the
total materials that typically go into a product, they are responsible for a disproportionate
amount of the value derived by the end user.
The versatility, elasticity and flexibility of SBCs allow them to be formulated in a variety of ways
and tailored to contribute desired properties that can substantially increase the benefits of –
and demand for – a specific product. SBCs can be compounded with a large number of other
polymers, oils and fillers. They are widely used to improve the performance of polyolefins,
styrenics and engineering thermoplastics such as polycarbonates, nylons and polyesters.
Other benefits of Kraton’s products include improved impact resistance properties of plastics
at low and ambient temperatures, enhanced clarity, adhesion to other substrates, and ease
of recycling.
The now commonplace soft-touch
Advanced materials offer a
grip on toothbrushes and stretch
“green” solution to PVCs and
panels on baby diapers weren’t
polycarbonates used in the
invented until the 1990s
electronics, medical and baby
care markets
What’s New?
Kraton continues to develop new solutions for the replacement of PVC materials in medical
applications. Demand has risen in recent years for materials that are more environmentally
friendly and better performing than conventional elastomers such as PVCs. Kraton’s break-
through technology offers a clear, sterilizable and strong alternative.
The newly developed Kraton G1645 polymer demonstrates smooth softness,
flexible elasticity and toughness along with ultra-clear transparency.
Advantages include easy processability in standard extrusion equip-
ment, high-speed thermoplastic processing and puncture resis-
tance – an important feature for many medical applications.
The unique properties of Kraton G1645 make it a
natural fit for medical applications such as medi-
cal drapery, intravenous bags and drug delivery
systems, as well as other extruded products
such as tubing for IV sets, respiratory
therapy and parenteral feeding kits.
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7
Paving and Roofing
Roads and roofing materials last longer and are more cost-efficient when the asphalt they contain
has been modified with Kraton’s products.
Kraton holds the leading global position in the modified asphalt paving and roofing end use mar-
ket, with a share that is almost twice the size of its next largest competitor. It is recognized as the
leader in innovation and formulation expertise, and its operations are regionally focused through-
out the world with a strong presence where demand is robust.
The advantages of modified asphalt are particularly suited for locations where high performance
is required, such as high-volume interstates, highways, intersections, airports and commercial
buildings in regions with hot and cold climates.
Use of polymer modification can improve the environmental impact of road construction by en-
abling designs that require fewer raw materials, creating a more durable and safer road surface
for a longer period of time, and reducing the need for maintenance. Similarly, modified asphalt
roofing materials are longer lasting, require less maintenance and can enhance the energy ef-
ficiency of a building.
Why Kraton?
Kraton’s products improve the strength, lifespan and elasticity of roads, along with their resistance
to temperature, wear, rutting and cracking. For roofing applications, they make shingles stronger
and more durable against such hazards as wind, snow, ice, hail and temperature extremes.
Engineers and product developers at Kraton discovered in the 1970s that the addition of styrene-
butadiene-styrene (SBS) copolymers improves the properties of modified asphalt. Kraton created
the polymer-modified asphalt market at that time and SBS soon gained popularity for commercial
roofing in Europe in the late 1970s and the United States in the early 1980s.
Road technologies shifted in the early 1990s, leading to a dramatic increase in the use of SBS-
modified asphalts, especially for climates with large temperature swings. Once again, Kraton’s
technology expertise led the way, and its polymers continue to gain greater acceptance for paving
applications throughout the world, including the United States, Europe, Japan, China, Brazil
and Australia.
What’s New?
For roofing manufacturers, Kraton has helped develop a new generation of high-performance
roofing felts that also perform well across a wide temperature range. These felts have a track
record of excellent resistance to aging and cracking, provide an increased lifetime, are easy to
handle and allow the roofing season to extend well into winter. The company is continuing to
8
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leverage its product portfolio toward
higher value-added products, such as
next-generation, high-modified as-
phalt (HiMA) which features superior
pavement deformation and crack-
ing resistance, and other innovative
products that include features such as
improved compatibility with lower-
grade asphalts.
In 2009, Kraton introduced new
high-polymer-content asphalt emul-
sions that can be used in waterproof-
ing and other industrial applications
such as pipe and metal coatings. The
company also introduced the first
high polymer content binder uniquely
designed to enhance the durability
and safety of porous asphalt roads
that are common throughout the
world, and to reduce road deteriora-
tion that can often cause damage to
cars caused by debris.
New asphalt modification
technology would extend
road lifecycle up to
30 percent
Kraton holds the leading market
position in each of the four
end use markets it serves
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9
Emerging Businesses
Emerging Businesses
Given the company’s rich innovation lineage, it is only fitting that Kraton continues to dedicate
its research and development efforts to the creation of new products and technologies designed
to address the current and anticipated needs of the marketplace with the potential for long-
term growth and high contribution margins.
Kraton’s emerging businesses are key to its success, as reflected by its Vision 20/20 goal of gen-
erating at least 20 percent of total revenue from products introduced within the previous five
years, with margins at least 20 percent above its base products.
Among its most exciting businesses are its
innovative offerings in isoprene rubber (IR)
and IR Latex materials, which are expected
to drive long-term growth for Kraton. These
hypoallergenic products serve as alternatives
to natural rubber and natural rubber latex
materials, which often cause allergic reac-
tions in those who come into contact with
them, especially in medical situations.
Kraton has enjoyed
relationships with its
top 10 customers for
15 years or more
The company has more
than 1,300 patents or
patents pending
10
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IR Latex has performance attributes that are superior to natural alternatives; it is du-
rable, tear resistant, soft, transparent and odorless, and is used primarily for surgical
gloves and condoms.
Kraton has a strong pipeline of new products and applications in place for future
growth in areas such as asphalt modification, advanced foaming technology, medical
applications and fiber applications.
Why Kraton?
The invention of new materials and creation of new markets have always been a
hallmark of the Kraton brand. Kraton engineers concentrate on developing materi-
als with extraordinary versatility, value-enhancing properties and distinctive molecu-
lar structure. The company places an emphasis on delivering clean, sustainable and
cost-effective solutions to the marketplace.
Customers value Kraton’s technology expertise and share its dedication to innova-
tion, as reflected by the long-term relationships the company holds with many key
customers. Its R&D staff often partners with customers on projects that provide
technological advancements to address specific needs.
Kraton’s experienced, knowledgeable professionals perform product research using
extensive scientific application equipment located at the company’s laboratories in
Houston, Texas and the Netherlands. The Houston facility, which opened in 2009,
also includes a comprehensive pilot plant to test new raw materials and new pro-
cess technologies.
What’s New?
Kraton introduced its NEXAR™ polymer family in 2009. NEXAR™
polymers offer a unique set of key attributes that can enhance
the value of high-performance clothing and textile applications
including athletic apparel, outdoor equipment such as tents and
sleeping bags, military uniforms, and biochemical garments, as
well as water purification and industrial separation processes.
These innovative membrane polymers allow for moisture to
flow in one direction while blocking other substances such as
potentially harmful chemicals. Unlike other materials that
may clog and provide less than satisfactory performance,
NEXAR™ non-porous membranes maintain constant
performance over an extended period of time.
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11
Investment and Financial Highlights
Investment Highlights
Kraton holds the leading market position in each
of the four end use markets it serves, and offers a
compelling value proposition that includes:
Leadership
Clear leader in the fast growing, attractive
SBC market
Scale
Approximately twice the size of our largest
competitor in each of our end use markets
The only producer with a global footprint and
service capabilities
High Barriers to Entry
Patented technology, custom designed product,
process excellence, global reach and customer
relationships create strong competitive position
that cannot be matched by existing or potential
competitors
Therefore, price premiums are commanded in
the market
Innovation
Most-productive innovator of new SBC products,
often engineered to meet a specific
customer need
Earnings Growth
Driven by cost initiatives, economic recovery,
return to normal customer inventory levels and
new product introductions
Meaningful operating leverage
Experience
Strong leadership team demonstrating continu-
ous improvement in productivity, innovation and
margin improvement even in a difficult macro-
economic environment
SBCs Grow Faster Than GDP
C A G R : 6 %
1,240
C A G R : 5 %
982
675
2001
2009
SBC Industry Volume (KT) (a)
2013
(a)
Excludes footwear segment in which Kraton does not actively compete.
Vision 20/20 by 2011
11%
13%
14%
12%
6%
20%
2005
2006
2007
2008
2009
2011
20% of revenue from innovation
20% contribution margin premium
Financial Highlights
Operating revenues
Income from operations
Net income (loss)
EBITDA(1)
Adjusted EBITDA(1)
2009
2008
2007
(In thousands, except per share data)
$ 968,004
8,065
$
(290)
$
99,050
$
91,359
$
$ 1,226,033
73,108
$
$
28,419
$ 126,707
$ 152,048
$ 1,089,587
5,229
$
$ (43,749)
57,772
$
68,310
$
Earnings (loss) per common share - diluted
$
(0.01)
$
1.46
$
(2.26)
Cash flows from operating activities
Capital expenditures
Working capital
Long-term debt, net of current portion
Total stockholders’ and member’s equity
72,805
$
$
53,423
$ 316,542
$ 382,675
$ 348,784
$
40,227
$ 24,093
$ 380,180
$ 571,973
$ 188,376
$
81,737
$ 28,713
$ 272,456
$ 535,241
$ 182,511
(1)
Adjusted EBITDA adds back sponsor fees and expenses, restructuring and related charges, other non-cash expenses and the gain on extinguishment of debt. A reconciliation of
net income or loss to EBITDA and Adjusted EBITDA is presented in Item 6 of the Annual Report on Form 10-K for the year ended December 31, 2009 included in this annual report.
12
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
È ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2009
or
‘ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number
Kraton Performance Polymers, Inc
Kraton Polymers LLC
333-123749
333-123747
KRATON PERFORMANCE POLYMERS, INC.
KRATON POLYMERS LLC
(Exact Name of Registrant as Specified in its Charter)
Kraton Performance Polymers, Inc
Kraton Polymers LLC
Delaware
Delaware
(State or other jurisdiction of
incorporation or organization)
15710 John F. Kennedy Blvd,
Suite 300
Houston, TX 77032
(Address of principal executive offices,
including zip code)
Securities registered pursuant to Section 12(b) of the Act:
20-0411521
26-3739386
(I.R.S. Employer
Identification No.)
281-504-4700
(Registrant’s telephone number,
including area code)
Title of Each Class
Name of Each Exchange on Which Registered
Kraton Performance Polymers, Inc Common Stock,
par value $0.01
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. YES ‘ NO È
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
YES ‘ NO È
YES ‘ NO È
Kraton Performance Polymers, Inc
Kraton Polymers LLC
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.
Kraton Performance Polymers, Inc
Kraton Polymers LLC
YES ‘ NO È
YES È 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will
not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in
Part III of this Form 10-K or any amendment to this Form 10-K. È
Indicate by check mark whether the registrant 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
Securities Exchange Act. (Check one):
Large accelerated filer: ‘
Accelerated filer: ‘
Non-accelerated filer: È
Smaller reporting company: ‘
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES ‘ NO È
Estimated aggregate market value of the common equity held by nonaffiliates of Kraton Performance Polymers, Inc. at June 30,
2009: $0. The equity interests of Kraton Polymers LLC are not publicly held and the aggregate market value is therefore not
determinable.
Number of shares of Kraton Performance Polymers, Inc. Common Stock, $0.01 par value, outstanding at February 23, 2010:
30,726,403.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Kraton Performance Polymers, Inc.’s proxy statement for the 2010 Annual Meeting of Shareholders are incorporated
by reference in Part III.
Index to Annual Report
on Form 10-K for
Year Ended December 31, 2009
PART I
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
PART II
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
PART III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
PART IV
Item 15.
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reserved . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Management’s Discussion and Analysis of Financial Condition and Results of
Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Quantitative and Qualitative Disclosures About Market Risk . . . . . . . . . . . . . . . . . . . . . . . . .
Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Directors, Executive Officers and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Certain Relationships and Related Transactions, and Director Independence . . . . . . . . . . . . .
Principal Accountant Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exhibits and Financial Statement Schedules
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PAGE
4
22
35
35
37
37
38
41
45
67
68
68
68
69
70
70
70
70
70
71
2
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
Some of the statements in this Annual Report on Form 10-K under the headings “Business,” “Risk Factors,”
“Selected Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of
Operations,” “Financial Statements and Supplementary Data” and elsewhere contain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. We may also make written or oral
forward-looking statements in our periodic reports on Forms 10-Q and 8-K, in press releases and other written
materials and in oral statements made by our officers, directors or employees to third parties. Statements that are
not historical facts, including statements about our beliefs and expectations, are forward-looking statements.
Forward-looking statements are often characterized by the use of words such as “believes,” “estimates,”
“expects,” “projects,” “may,” “intends,” “plans” or “anticipates,” or by discussions of strategy, plans or
intentions. Such forward-looking statements involve known and unknown risks, uncertainties and other important
factors that could cause the actual results, performance or our achievements, or industry results, to differ
materially from historical results, any future results, or performance or achievements expressed or implied by
such forward-looking statements. There are a number of risks and uncertainties that could cause our actual results
to differ materially from the forward-looking statements contained in this report. Important factors that could
cause our actual results to differ materially from those expressed as forward-looking statements are set forth in
this report, including but not limited to those under the heading “Risk Factors.” There may be other factors of
which we are currently unaware or deem immaterial that may cause our actual results to differ materially from
the forward-looking statements.
Forward-looking statements are based on current plans, estimates and projections, and therefore you should
not place undue reliance on them. Forward-looking statements speak only as of the date they are made, and we
undertake no obligation to update them publicly in light of new information or future events.
Presentation of Financial Statements.
The terms “Kraton Performance Polymers,” “our company,” “we,” “our,” “ours” and “us” as used in this
report refer collectively to Kraton Performance Polymers, Inc. and its consolidated subsidiaries; “Kraton” refers
to Kraton Polymers LLC, unless we indicate or the context suggests otherwise. This combined Form 10-K is
separately filed by Kraton Performance Polymers and Kraton. Information contained herein relating to Kraton is
filed by Kraton Performance Polymers and separately by Kraton on its own behalf.
This Form 10-K includes financial statements and related notes that present the consolidated financial
position, results of operations and cash flows of Kraton Performance Polymers, and its subsidiaries and the
consolidated financial position, results of operations and cash flows of Kraton, and its subsidiaries. Kraton
Performance Polymers is a holding company whose only material asset is its investment in Kraton, which is its
wholly owned subsidiary. Kraton and its subsidiaries own all of the consolidated operating assets.
3
Item 1.
Business.
Our Company
PART I
General
We believe we are the world’s leading producer of styrenic block copolymers (SBCs) as measured by 2009
sales. We market our products under the widely recognized KRATON® brand. SBCs are highly-engineered
synthetic elastomers that we invented and commercialized over 40 years ago, which enhance the performance of
numerous end-use products, imparting greater flexibility, resilience, strength, durability and processability. We
focus on the end-use markets we believe offer the highest growth potential and greatest opportunity to
differentiate our products from competing products. Within these end-use markets, we believe that we provide
our customers with a broad portfolio of highly-engineered and value-enhancing polymers that are critical to the
performance of our customers’ products. We seek to maximize the value of our product portfolio by introducing
innovations that command premium pricing and by consistently upgrading from lower margin products. As the
industry leader, we believe we maintain significant competitive advantages, including a 40-year proven track
record of innovation; world-class technical expertise; customer, geographical and end-use market diversity; and
industry-leading customer service capabilities. These advantages are supported by a global infrastructure and a
long history of successful capital investments and operational excellence.
Our SBC products are found in many everyday applications, including disposable baby diapers, the
rubberized grips of toothbrushes, razor blades, power tools and in asphalt formulations used to pave roads. We
believe that there are many untapped uses for our products, and we will continue to develop new applications for
SBCs. We also develop, manufacture and market niche, non-SBC products that we believe have high growth
potential, such as isoprene rubber latex, or IRL. IRL is a highly-engineered, reliable synthetic substitute for
natural rubber latex. We believe the versatility of IRL offers significant opportunities for new, high-margin
applications. Our IRL products, which are used in applications such as surgical gloves, have not been found to
contain the proteins present in natural latex and are, therefore, not known to cause allergies. We believe we
produce the highest purity IRL globally and that we are the only significant third-party supplier of the product.
Our IRL business has grown at a compound annual growth rate of 28.8%, based on revenues, from 2007 to the
end of 2009.
We currently offer approximately 800 products to more than 700 customers in over 60 countries worldwide,
and we manufacture our polymers on four continents (North America, Europe, South America and Asia). Our
products are typically developed using our proprietary, and in many cases patent-protected, technology and
require significant engineering, testing and certification. In 2009, we were awarded 94 patents for new products
or applications and at December 31, 2009, we had approximately 1,000 granted patents and approximately 381
pending patent applications. We are widely regarded as the industry’s leading innovator and cost-efficient
manufacturer in our end-use markets. We work closely with our customers to design products that meet
application-specific performance and quality requirements. We expect these innovations to drive our organic
growth, sustain our leadership position, expand our market share, improve our margins and produce a high return
on invested capital. For example, in 2008, we developed a family of environmentally-friendly products to replace
materials like polyvinyl chloride, or PVC, for medical packaging applications and wire and cable applications in
electronics and automobiles.
Over the past several years, we have implemented a range of strategic initiatives designed to enhance our
profitability and end-use market position. These include fixed asset investments to expand our capacity in high value
products, to enhance productivity at our existing facilities and to significantly reduce our fixed cost structure through
head count reductions, production line closures at our Pernis, the Netherlands, facility, or Pernis, and system upgrades.
During this period, we have shifted our portfolio to higher-margin products, substantially exited low-margin businesses
such as footwear and implemented smart pricing strategies that have improved our overall margins and return on
4
invested capital. We believe these initiatives provide us with a strong platform to drive growth, create significant
operating leverage and position us to benefit from volume recovery in our end-use markets.
We believe that starting in late 2008 the global economic downturn, and associated reduction in customer
and end-user inventory levels, caused an unprecedented slowdown across the industry. We experienced a decline
in sales volume across all of our end-use markets, including the traditionally more stable consumer and medical
applications. We believe that a significant factor in this decline was inventory de-stocking. Our first and second
quarter 2009 sales volumes were 39% and 24%, respectively, less than our sales volumes in the comparable 2008
quarters. The trend began to reverse itself in June 2009, as demand patterns began to shift towards recovery such
that our third quarter 2009 sales volume was 10% less than the sales volume in the third quarter of 2008 and our
fourth quarter 2009 sales volume was 16% above the sales volume in the fourth quarter of 2009.
Corporate History
Prior to February 28, 2001, we operated as a number of business units as a part of Shell Chemicals and did
not exist as a stand-alone entity. On February 28, 2001, Ripplewood Chemical Holding LLC, or Ripplewood
Chemical, acquired us from Shell Chemicals through a master sale agreement. On December 23, 2003, Polymer
Holdings LLC acquired all of Kraton’s outstanding equity interests from Ripplewood Chemical. Prior to our
initial public offering and related reorganization transactions, described below, we were an indirect wholly-
owned subsidiary of TJ Chemical Holdings LLC and were indirectly owned by certain affiliates of TPG Capital,
L.P., which we refer to collectively as “TPG,” and certain affiliates of J.P. Morgan Partners, LLC, which we refer
to collectively as “JPMP,” and certain members of our management.
Initial Public Offering
On December 16, 2009, Polymer Holdings LLC, or Polymer Holdings, and its consolidated subsidiaries
were converted from a Delaware limited liability company to a Delaware corporation and renamed Kraton
Performance Polymers, Inc. In addition, prior to the closing of the initial public offering, or IPO, TJ Chemical
Holdings LLC, or TJ Chemical, was merged into (and did not survive the merger with) Kraton. Trading in our
common stock on the New York Stock Exchange (“NYSE”) commenced on December 17, 2009 under the
symbol “KRA”. On December 22, 2009, Kraton Performance Polymers, Inc., the parent and owner of 100% of
the membership interests in Kraton closed its IPO. Including 887,082 shares issued on January 7, 2010 following
the exercise of the underwriters’ over-allotment option, the aggregate shares issued in connection with the IPO
amounted to 11,181,200 shares, at a price of $13.50 per share, and the net proceeds after the underwriting
discounts and commissions and fees and expenses amounted to approximately $138.0 million. We used $100.0
million of the net proceeds to prepay outstanding indebtedness, with the balance available for general corporate
purposes, including to fund strategic capital projects such as alternative production capabilities for Isoprene
Rubber, or IR, the development of additional capacity in our Isoprene Latex business, and/or the continuation of
our upgrade of certain systems and operating controls at our Belpre, Ohio facility. Following the IPO, related
reorganization transactions, and the exercise of the underwriters’ over-allotment option certain TPG, owned
approximately 37.6% of our common stock and JPMP, owned approximately 25.1% of our common stock.
Our Competitive Strengths
We believe the following competitive strengths help us to sustain our market leadership position and
contribute to our ability to generate superior margins and strong cash flow. We expect these strengths to support
our growth in the future:
The Market Leader in SBCs
We believe we hold the number one market position, based on 2009 sales, in each of our three core end-use
markets, with sales of approximately $920.4 million and sales volumes of approximately 260.3 kilotons,
5
excluding by-products, for the year ended December 31, 2009. We generated approximately 96% of our 2009
product sales in our core end-use markets. Our Belpre, Ohio facility is the largest in terms of demonstrated
production capacity and the most product-diversified SBC plant in the world, and we believe it is the largest
HSBC plant as well in terms of production capacity. We believe our Wesseling, Germany facility is world scale
and cost efficient. As the pioneer of SBCs over 40 years ago, we believe our KRATON® brand is widely
recognized for our industry leadership, and we are particularly well regarded for our process technology expertise
and long track record of market-driven innovation.
Growth Through Innovation and Technological Know-how
SBC production and product development requires complex and specific expertise, which we believe many
of our competitors are unable to replicate. As the industry pioneer, Kraton maintains a constant focus on
enhancing the value-added attributes of our products and on developing new applications for SBCs. At
December 31, 2009, we had approximately 1,000 granted patents and approximately 381 pending patent
applications. Our “Vision 20/20” program, introduced in early 2008, targets generating 20% of revenues by 2011
from new products or applicants introduced in the prior five years. In 2009, we generated 12.4% of our sales
from innovation driven revenue. We believe that our new product innovation will allow us to drive increases in
our volume, expand product contribution margins and increase our customers’ reliance on Kraton’s products and
technical expertise. For example, for the twelve months ended December 31, 2009, IRL represented 7.0% of
revenues. Our IRL business has grown at a compound annual growth rate of 28.8% from 2007 to the end 2009
and is earning a contribution unit margin in excess of the company as a whole.
Diverse Global Manufacturing Capabilities and End-Use Market Exposures
We operate manufacturing facilities on four continents (North America, Europe, South America and Asia)
producing what we believe to be the highest quality grades available of unhydrogenated SBCs, or USBCs;
and hydrogenated SBCs, or HSBCs, and high purity IRL. We believe we are the only SBC producer with this
breadth of technical capabilities and global footprint, selling approximately 800 products in over 60 countries.
Since 2003, we have successfully completed plant expansions totaling 60 kilotons of capacity, giving us a total
capacity of 421 kilotons, at a total cost of less than $50 million. Our manufacturing and product footprint allow
revenue diversity, both geographically and by end-use market. We believe our scale and footprint make us an
attractive customer for our monomer suppliers which, in turn, allows us to offer a high degree of supply security
to customers.
2009 Revenue by End-Use Market
2009 Revenue by Geography
Footwear &
Other
4%
Emerging
Businesses
7%
Paving &
Roofing
26%
Adhesives,
Sealants
and
Coatings
32%
Advanced
Materials
31%
Source: Management Estimates
Europe,
Middle East
& Africa
37%
North and
South
America
42%
Asia Pacific
21%
6
Long-Standing, Strong Customer Relationships Supported by Leading Service-Offering
We sell our products to over 700 customers, many of which we have had relationships with for 15 years or
more. Our customers are broad-based, with no single customer accounting for more than 5% of our sales in 2009
(our top 10 customers represented 26% of sales in 2009). Our customers’ manufacturing processes are typically
calibrated to the performance specifications of our products. Given the technical expertise and investment
required to develop these formulations and the lead times required to replace them, we believe our customers
face high switching costs. We believe our customers view our products as being high value-added, even though
our products generally represent a small proportion of the overall cost of the finished product. Leveraging our
global infrastructure, we believe we offer our customers a best-in-class service level that aligns us to their
respective business models, through “on demand” order delivery and product development specifically designed
for each customer’s needs.
Experienced Management Team with a Track Record of Growth and Productivity Improvements
Our senior management team has an average industry experience of over 25 years, most of which has been
with some of the world’s leading companies, including General Electric, Koch Industries, and Chevron Phillips
Chemical. Since early 2008, when the current executive team was put in place, we have instituted a number of
strategic initiatives designed to enhance productivity, reduce costs and capital intensity, expand margins and
drive innovation-led growth.
Our Business Strategy
Building on these competitive strengths, we are focused on achieving profitable top-line growth and
improving margins through the introduction of highly-engineered, high value-added products to drive strong and
sustainable cash flow.
Driving Growth and Margin Expansion Through Innovation
We have a 40-year track record of innovation dating back to our development of the first SBCs. Our
research and development effort is focused on end-use markets and new product developments that we believe
offer high growth as well as opportunities to develop highly-differentiated products for our customers, thus
yielding higher margin potential. We work very closely with our longstanding customer base to produce products
that solve their specific technical requirements. For example, to address an industry trend to eliminate PVC from
applications such as medical packaging and wire and cable, we have developed and commercialized a series of
custom-designed polymers and compounds. In addition to this innovation-led growth, we believe that there are a
number of end-use market dynamics that will also drive growth in our business such as: (1) the effect of the
American Recovery and Reinvestment Act of 2009 on our paving business; (2) the general demand by customers
for higher value-added product performance characteristics; and (3) the effect of an economic recovery will have
on our roofing applications.
Pursue “Smart Pricing”
In late 2007, we undertook a comprehensive review of our entire product portfolio, including both product-
specific and customer-specific profitability analysis. As a result, we took a variety of actions including reducing
or eliminating our exposure to lower margin business and increasing our prices to reflect the significant value-
added benefits of our products to our customers’ products. For example, since the end of 2007, we have increased
our unit contribution margins (the excess of the sale price of a unit of product over the variable cost to produce
that unit) by more than 50%. We will continue to pursue pricing strategies that reflect the contribution to the end
product of our high value and complex product offerings for which limited substitutes exist.
Invest in Key Growth Initiatives
We plan to use some of the proceeds from the offering to fund high priority, high return strategic projects
that will continue to allow us to more effectively and more efficiently serve our customers’ needs. One such
7
project is the development of additional capacity in our IRL business to serve the rapid growth and to better
capture the high margins that exist in this product line.
Continue to Pursue Operational Efficiencies
We have a history of implementing continuous process and cost improvement plans that have resulted in a
significant reduction in our cost position and an improvement in the way we run our business. Since the
beginning of 2007, we have implemented cost saving initiatives that have reduced costs by over $55 million, on
an annual basis. For example, these initiatives include (i) programs to streamline our operations and lower
staffing levels reducing our costs by approximately $25 million, (ii) the shutdown of SIS production in our Pernis
facility in 2008 resulting in annual cost savings of $10 million, (iii) SAP related cost reductions resulting in
annual savings of $5 million. In addition, as of December 31, 2009 we shut down IR production in our Pernis
facility, which we expect will result in annual cost savings of approximately $12.0 million, commencing
January 1, 2010.
In connection with the exit from Pernis, we incurred approximately $11.0 million in asset retirement
obligations, restructuring costs and write-downs during 2009. Prior to the exit, we manufactured IR at the Pernis
facility. We currently anticipate transferring IR production to our Belpre, Ohio facility. We are in the process of
completing project planning, including assessing capital expenditure requirements, for producing the alternative
capacity. The capital expenditure requirements could be a multiple of the annual cost savings we expect to realize
from the exit of the Pernis facility. We plan to satisfy customer demand for IR with inventory currently on hand
and we believe the cash flow from the sale of IR inventory will likely mitigate a significant portion of the cash
requirements for the alternative capacity.
Through these actions, we have created substantial operating leverage in our business model. We believe
this demonstrates our management team’s ability to successfully manage the business in a downturn and position
us for significant growth and margin expansion in a global economic recovery.
New Innovations
In 2009, we announced the following product innovations.
Consistent with our strategy, we believe that we continue to lead SBC innovation as evidenced by numerous
developments announced across several of our core end-use markets throughout 2009. Below are our most
recently announced product innovations.
•
•
•
In January 2009, we announced the introduction of a new Kraton A family of polymers. Kraton A1535
is the first polymer in the new “Advantaged” series to debut for global commercialization later this
year. The new product family is halogen-free recyclable and FDA-approved for direct food contact
applications. The “Advantaged” polymers offer an expansion of opportunities for thermoplastic
elastomers, or TPE, compounds in a variety of soft grip and other over-mold applications for markets
that range from personal care to high tech electronics. In addition, Kraton A1535 can also be easily
compounded with thermoplastic polyurethanes, or TPU, materials to reduce hardness and enhance
flexibility.
In February 2009, we announced Kraton G1643, a clear solution to the market demand for materials
with enhanced performance capabilities and lower system costs. Kraton G1643 is a very durable
material and is highly compatible with polypropylene. It features excellent clarity and offers improved
resistance to blushing and cracking which often occur during transport of large molded parts such as
totes and bins. Manufacturers using Kraton G1643 have the ability to reduce wall thickness, and this
lowers overall material usage and production costs.
In March 2009, we announced the introduction of the first high polymer content binder uniquely
designed to enhance durability and safety of porous asphalt roads. The new tough binder has the
8
•
•
•
•
•
•
capability to reduce aggregate loss (also known as raveling) which often results in increased road noise
and damage to cars caused by debris. With this product contractors and binder producers can increase
polymer concentrations to enhance performance without sacrificing workability and compatibility. Our
new polymer is ideally suited for high performance asphalt road applications.
In April 2009, we announced a series of new formulations designed to support lower Volatile Organic
Compound (VOC) requirements and reduce costs associated with contact adhesives. The unique
structure of the styrenic block copolymers provides key advantages to formulators. The end block
enables cohesion, good load bearing properties and temperature resistance, while the center block
promotes adhesion and elongation.
In April 2009, we announced an innovation to double styrene-butadiene-styrene (SBS) modification
levels in pre-modified asphalt emulsions. These new high polymer content, or HPC, emulsions are a
result of our utilizing our latest development in high vinyl products. The effects of the enhanced
mechanical properties can enable a transformation of traditional modified asphalt emulsion
applications as well as open the door to new opportunities.
In May 2009, we announced our recent commercialization of Kraton G1645, a polymer that creates
new opportunities to replace PVC in medical applications. In recent years, there has been increased
demand for eco-friendly, better performing products versus conventional elastomers. We have
delivered breakthrough technology offering a clear, sterilizable, strong elastomer that offers a broad
formulating window without the need for phthalate plasticizers. Our technology provides a solution
that is eco-friendly and ultra-clear in comparison to PVC or silicone.
In June 2009, we announced new advances in pressure sensitive adhesives for the tape market. We
have determined it is now possible to blend our styrene-isoprene-butadiene-styrene (SIBS) and SBS
polymers with rosin ester tackifying resins. The initial testing indicates the unique combination of
Kraton SIBS and SBS with a rosin ester can produce a tape with properties similar to a traditional SIS
and C5 hydrocarbon resin formulation, resulting in a system cost savings of 10% to 20%. The SIBS
product is more compatible with the SBS, allowing higher concentrations of the lower cost SBS in tape
formulations while maintaining excellent pressure sensitive performance.
In July and August 2009, we made announcements regarding our newly commercialized NEXAR™
polymer family. The new NEXAR polymer family offers a unique set of key performance attributes
that can be used in a myriad of applications, ranging from water desalination, to industrial separation
applications to improving high performance textiles and clothing. The unique permselectivity of
NEXAR membranes allows for a flow of moisture in one direction while blocking other substances,
such as potentially harmful chemicals.
In September 2009, we announced new developments for Kraton A SBCs that enable a new approach
for environmentally friendly adhesives and oil gels. The use of the new class of Kraton polymers will
make it possible to formulate pressure sensitive adhesives (PSAs), sealants and coatings using natural
oils. The new technology offers a green solution and represents the latest addition to our portfolio of
environmentally friendly materials.
Products
Our Kraton polymer products are high performance elastomers, which are engineered for a wide range of
end-use applications. Our products possess a combination of high strength and low viscosity, which facilitates
ease of processing at elevated temperatures and high processing speeds. Our products can be processed in a
variety of manufacturing applications, including injection molding, blow molding, compression molding,
extrusion, hot melt and solution applied coatings.
We offer our customers a broad portfolio of products that includes approximately 200 core commercial
grades of SBCs. We believe that the diversity and depth of our product portfolio is unmatched in the industry,
serving the widest set of applications within each end-use.
9
While we organize our commercial activities around our three core end-uses, we manufacture our products
along five primary product lines based upon polymer chemistry and process technologies: (1) USBCs;
(2) HSBCs; (3) IR; (4) IRL; and (5) Compounds. The majority of worldwide SBC capacity is dedicated to the
production of USBCs, which are primarily used in the Paving and Roofing, Adhesives, Sealants and Coatings
and Footwear end-use applications. HSBCs, which are significantly more complex and capital-intensive to
manufacture than USBCs, are primarily used in higher value-added end-uses, including soft touch and flexible
materials, personal hygiene products, medical products, automotive components and certain adhesives and
sealant applications. The following product summaries highlight our portfolio of product grades, their key
performance characteristics and selected applications:
HSBCs. We developed the first HSBC polymers in the late 1960s for use in production of soft, strong
compounds for handles and grips and elastic components in diapers. Today, our HSBC product portfolio includes
approximately 70 commercial grades of products. Our technical expertise in HSBC manufacturing and our
history of HSBC innovation have led to what we believe is a number one market share of HSBC sales in terms of
industry sales revenue. HSBC products are significantly more complex to produce than USBC products and, as a
result, generally command selling prices that are significantly higher than those for USBCs and generate higher
margins. Sales of HSBC products comprised 32%, 29% and 30% of our total sales revenue (which excludes
by-product sales) in 2009, 2008 and 2007, respectively.
HSBC products impart higher performance characteristics than USBC products including: color range and
stability, including resistance to ultraviolet light; processing stability and viscosity; and elevated temperature
resistance. HSBCs are primarily used in our Advanced Materials and our Adhesives, Sealants and Coatings
end-use markets to impart improved performance characteristics such as: (1) stretch properties in disposable
diapers and adult incontinence products; (2) soft feel in numerous consumer products such as razor blades, power
tools, and automobile internals; (3) impact resistance for demanding engineering plastic applications;
(4) flexibility for wire and cable plastic outer layers; and (5) improved flow characteristics for many industrial
and consumer sealants lubricating fluids.
USBCs. We developed the first USBC polymers in 1964. Our flagship Belpre, Ohio site, the first dedicated
block copolymer plant, was built in 1971. Today, our USBC product portfolio includes approximately 90
commercial grades of products. We believe we hold the number one market share of USBC sales in terms of
industry sales revenue, excluding Footwear. USBC comprised 66%, 68% and 67% of our total sales revenue
(which excludes by-product sales) in 2009, 2008 and 2007, respectively.
USBCs are used in all our end-use markets in a range of products to impart desirable characteristics, such
as: (1) resistance to temperature and weather extremes in roads and roofing; (2) resistance to cracking, reduced
sound transmission and better drainage in porous road surfaces; (3) impact resistance for consumer plastics; and
(4) increased processing flexibility in adhesive applications, such as packaging tapes and labels, and materials
used in disposable diapers. As with SBCs in general, USBCs are most often blended with substrates to impart the
aforementioned performance enhancements. We made the strategic decision to largely exit the less attractive
footwear market and focus our resources on the greater value proposition offered by the remaining end-uses for
our USBC products.
IR. Isoprene Rubber (formed from polymerizing isoprene) is a line of high purity isoprene rubber products and
is a non-SBC product. These products combine the key qualities of natural rubber, such as good mechanical
properties and hysteresis, with superior features such as high purity, excellent clarity, good flow, low gel content, no
nitrosamines and no natural rubber proteins. Our IR polymers are available as bales of rubber or as latex. IR
polymers are useful in the production of medical products, adhesives, tackifiers, paints, coatings and photo-resistors.
IRL. Isoprene Rubber Latex (emulsion of IR in water) is a substitute for natural rubber latex, particularly in
applications with high purity requirements, such as medical, healthcare, personal care and food contact
operations. Our IRL is unique polyisoprene latex with controlled structure and low chemical impurity levels
manufactured through an anionic polymerization process followed by a proprietary latex processing step both of
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which were developed by us. IRL is durable, tear resistant, soft, transparent and odorless. In addition, the
synthetic material has unparalleled consistency, and it is non-allergenic, providing a distinct property advantage
over natural rubber latex.
Compounds. Our Compounds are a mixture of Kraton polymers and other polymers, resins, oils or fillers to
enhance the final properties for processing. Compounds cover a wide range of polymers tailored to meet specific
customer needs in consumer and industrial applications. Compounds can be formulated so that they can be
extruded, injection molded, foamed, etc. to meet the final application requirements. These products are primarily
used in soft-touch grips, sporting equipment, automotive components and personal care products. Compounds
comprised 3.0%, 3.0% and 3.0% of our total sales revenue in 2009, 2008 and 2007, respectively.
Our End-Use Markets
We have aligned our commercial activities to serve three core end-use markets that we believe have the
highest growth and profitability potential: (1) Advanced Materials; (2) Adhesives, Sealants and Coatings; and
(3) Paving and Roofing. We also serve a fourth end-use market, an Emerging Businesses category, which
primarily includes our high-growth isoprene rubber latex, or IRL business.
The following table describes our three core end-use markets together with our Emerging Businesses and
other end-use markets and their approximate relative sizes:
End-Use Markets
Revenue
Mix(1)
Selected Applications/Products
Advanced Materials . . . . . . . . .
31% Soft touch for consumer products (tooth brushes and razor blades) and
power tools
Impact resistant engineering plastics
Impact resistant for polyolefin based totes and bins
Automotive interior components
Elastic films for disposable diapers and adult incontinence branded
products
Skin care products and lotions
Disposable food packaging
Medical packaging films and tubing, often as alternative to PVC
Wire & cable insulation/jacketing, alternative to PVC
Adhesives, Sealants and
32% Tapes and labels
Coatings . . . . . . . . . . . . . . . .
Non-woven and industrial adhesives
Industrial and consumer weather sealants
Paving and Roofing . . . . . . . . .
26% Asphalt modification for performance roadways, bridges and airports
Asphalt modification for roofing felts and shingles
Emerging Businesses . . . . . . . .
Other Markets . . . . . . . . . . . . . .
7% Surgical gloves
Condoms
4% Lubricants and fuel additives
High styrenics’ packaging
Footwear
(1) Based on 2009 sales of $920.4 million (excludes by-product sales which are reported as other revenues).
Advanced Materials. Through sales of HSBC, USBC and IR products, as well as certain compounded
products, we maintained a leading position in the global Advanced Materials end-use market.
In the Advanced Materials end-use market, our products compete against a wide variety of chemical and
non-chemical alternatives, including thermoplastic vulcanizates, ethylene propylene diene monomer rubber,
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known as EPDM, thermoplastic polyolefin elastomers and thermoplastic polyurethanes, known as TPUs. The
choice between these materials is influenced by performance characteristics, ease of use, desired aesthetics and
total end-product cost. In addition, competing materials include spandex, natural rubber, polyvinyl chloride
polymers and compounds, polyolefins, polyethylene terephthalate, known as PET, nylon and polycarbonate,
based on performance, ease of use, desired aesthetics and total end-product cost.
Advanced Materials polymers and compounds from Kraton are used in a range of diverse applications,
many of which require customized formulations, product testing with long lead time approvals, and production
evaluations for specific end-use customers and applications. As such, customer loyalty tends to be strongest in
this end-use market, helped in part by the fact that many of the applications are patent protected. The degree of
complexity in the manufacturing of these products and the attractive value proposition for our customers drives
higher sustainable margins for this end-use market.
We believe our Advanced Materials’ growth is driven by customers’ desire for improved product flexibility
and resilience, impact resistance, moisture resistance and aesthetics (clarity and feel) in consumer products,
medical products, packaging and automotive components. In addition, due to health and recycling (or “green”)
concerns, one trend that is particularly a focus for our company is in providing alternative solutions to PVC in a
number of demanding medical (blood and intravenous bags, tubes and stoppers) and electronic (wire and cable
outer layer) applications.
A differentiating driver for our expected Advanced Materials’ growth is our unique ability to design and
manufacture certain custom compound formulations. One specific example is Kraton compounds that provide
critical stretch performance for the infant care (diaper) and adult incontinence markets.
Revenue from Advanced Materials represented 31%, 30% and 32% of total sales revenue (which excludes
by-product sales) in 2009, 2008 and 2007, respectively.
Adhesives, Sealants and Coatings. Through sales of HSBC, USBC and certain IR products, we have
continued our tradition of holding a leading position in the global Adhesives, Sealants and Coatings end-use market.
In the Adhesives, Sealants and Coatings end-use market, SBC products primarily compete with acrylics,
silicones, solvent-based rubber systems and thermoplastic polyolefin elastomers. The choice between these
materials is influenced by bond strength, specific adhesion, consistent performance to specification, processing
speed, hot-melt application, resistance to water and total end-product cost.
Our Adhesives, Sealants and Coatings polymers are used in a number of demanding applications such as:
adhesives for diapers and hygiene products; sealants for construction and automotive applications; and adhesives
for tapes and labels. Our coatings polymers have expanded into the high growth market of elastomeric white roof
coatings. The coating provides not only weather resistance, but improved energy efficiency reducing solar
absorption on bitumen based industrial roofs. We expect our growth to be supported by the continuing
substitution of adhesives for mechanical fastening systems and the growing demand within developing countries
for disposable hygiene products that contain adhesives and sealants.
Another significant growth application for our SBCs is for tapes and labels. In both solvent-based and
hot-melt forms, Kraton SBCs impart water resistance, color stability, strong bonding characteristics, high
cohesive strength, good ultraviolet light resistance, heat stability and long shelf life. Specifically, the pressure
sensitive label market continues to expand using SBC technology at the expense of paper labels, driven by cost
reduction and higher consumer market appeal. In addition, our SBCs’ compatibility with many other formulating
ingredients and their suitability for hot-melt systems are major factors in demand growth. Furthermore, we
believe our blend of new styrene-isoprene-butadiene-styrene (SIBS) and styrene-butadiene-styrene (SBS)
polymers with rosin ester tackifying resins can produce a tape with properties similar to a traditional styrene-
isoprene-styrene (SIS) hydrocarbon resin formulation, but with cost savings of 10% to 20%. We have expanded
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our offering of formulated compounds for adhesive films that protect LCD panels and consumer appliances
providing improved adhesive performance with no residue or haze after removal. Both applications are growing
rapidly in Asia and South America as SBC based technology penetrates preferentially versus acrylic based films.
In 2008, we largely exited the increasingly commoditized portions of the tape and label business, choosing to
refocus our development and manufacturing capacity on higher value-added and more proprietary products. Our
history of innovation in the Adhesives, Sealants and Coatings end-use market has allowed us to capitalize on our
unique product offerings, significantly enhancing the value of this end-use market to the business.
Revenue from Adhesives, Sealants and Coatings represented 32%, 32% and 31% of total sales revenue
(which excludes by-product sales) in 2009, 2008 and 2007, respectively.
Paving and Roofing. Through sales of primarily USBC products, we maintained a leading market position
in 2009 of the global asphalt modification SBC industry.
In the Paving and Roofing end-use market, our products primarily compete with atactic polypropylene,
styrene butadiene rubber and unmodified asphalts. The choice between these materials is influenced by total
end-product performance, cost and ease of use.
We believe that our sales into the Paving and Roofing end-use market will see meaningful growth driven by
U.S. and European government stimulus spending, improvement in roofing demand including re-stocking of
depleted roofing supply chains, and continued penetration of polymer modified road surfaces. In the United
States specifically, the American Recovery and Reinvestment Act of 2009 provides $6.9 billion in 2010 for
incremental Federal Highway Administration funding (25% of the $27.5 billion in total committed to highway
construction). We believe that the American Recovery and Reinvestment Act of 2009 will yield additional
demand for our products, particularly in 2010 when the largest portion of funds is anticipated to be distributed to
states and federal agencies.
The addition of our SBS in asphalt greatly improves the strength and elasticity of asphalt-based paving
compositions over an extended temperature range, thus increasing resistance to wear, rutting and cracking. In
roofing applications, SBS-modified asphalt produces stronger and more durable felts and shingles, thus reducing
the possibility of damage from weather, ice and water build-up and again extending service life.
We believe our growth in the Paving and Roofing end-use market will benefit from new products we have
recently introduced, and those that are currently under development, to respond to industry trends for elevated
polymer content roads and surfaces, over-lay compatibility with concrete systems, and general environmental
awareness (for example, road construction emissions).
Revenue from Paving and Roofing represented 26%, 31% and 30% of total sales revenue (which excludes
by-product sales) in 2009, 2008 and 2007, respectively.
Emerging Businesses. We use this end-use to commercialize and manage innovations that are outside of
our current end-use organizational structure. For example, IR is a line of high purity isoprene rubber products
that combines the key qualities of natural rubber, such as good mechanical properties and hysteresis, with
superior features such as high purity, excellent clarity, good flow, low gel content, no nitrosamines and no
natural rubber proteins. IR polymers in general are used in high volume, lower value-added applications such as
tire rubber. However, we focus our unique IR polymers, produced using state-of-the-art nanotechnology, in more
demanding applications such as medical products, adhesives and tackifiers, paints, coatings and photo-resistors.
Approximately half of our current IR production is converted into IRL (emulsion of IR in water), a substitute for
natural rubber latex, particularly in applications with high purity requirements, such as medical, healthcare,
personal care and food contact applications. IRL is durable, tear resistant, soft, transparent and odorless. Most
importantly, IRL is non-allergenic for both doctor and patient, providing a distinct property advantage over
natural rubber latex.
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IRL is predominately used in the synthetic surgical glove market. Our IRL business has grown at a
compound annual growth rate of 28.8%, based on revenues, from 2007 to the end of 2009. The combination of
increasing demand, favorable market dynamics and competitive differentiation make this a key product offering
for us. We currently anticipate growth to continue for the foreseeable future, and will likely need to add capacity
to our global supply system.
In addition to IRL, we believe we have a robust portfolio of innovations at various stages of development
and commercialization that we believe will fuel our future growth. One such example is our Nexar™ family of
membrane polymers for water filtration and breathable fabrics.
Revenue from Emerging Businesses represented 7%, 3% and 2% of total sales revenue (which excludes
by-product sales) in 2009, 2008 and 2007, respectively.
Research, Development and Technology
Our research and development program is designed to develop new products and applications, provide
technical service to customers, develop and optimize process technology and assist in marketing new products.
We spent $20.4 million, $26.4 million and $24.0 million for research and development for the years ended
December 31, 2009, 2008 and 2007, respectively. From time to time, we also engage in customer-sponsored
research projects, with spending of approximately $1.0 million a year for the three-year period ended
December 31, 2009. As of December 31, 2009, approximately 94 personnel are dedicated to this critical business
activity.
Our research and development activities are primarily conducted in laboratories in Houston, Texas and
Amsterdam, the Netherlands. We also own a laboratory in Paulinia, Brazil that provides technical services to our
South American customers. Our application and technical service laboratories in Shanghai and Tsukuba provide
support to our Asian customers. In addition, we have technical service staff located in Mont St. Guibert,
Belgium.
Our experienced, knowledgeable professionals perform product research using extensive scientific
application equipment located at our Houston and Amsterdam research and development facilities. Our Houston
laboratory also includes a comprehensive pilot plant for a number of uses. In early 2009, we moved into a new
Houston research and technology service facility. The new facility is expected to yield cost savings when
compared with our previous facilities leased at Shell Chemicals’ Westhollow location in Houston. The new
facility is designed specifically to enhance the effectiveness of our research and technology service team. At both
of our major research and development facilities, we produce new Kraton product samples for our customers and
provide guidance to our manufacturing organization. In addition, we also use our pilot plant to test new raw
materials and new process technologies in order to improve the manufacturing performance of our products.
Application equipment is used in all of our research and technical service labs to evaluate polymers and
compounds to determine optimal formulations.
Since the introduction of SBCs in the mid-1960s, we have experienced strong demand for the development
of new products that utilize the enhancing properties offered by our polymers. We believe we have a strong new
product pipeline to take advantage of many new opportunities. As a proven product innovator, we will continue
to employ our product knowledge and technical expertise to provide application-based solutions for our
customers’ highly specialized needs. This can include modifications to current products as well as significant
new innovations aimed at displacing more expensive, less efficient product solutions in the marketplace.
Sales and Marketing
Our business is predominantly based on a short sales cycle. We sell our products through a number of
channels including a direct sales force, marketing representatives and distributors. The majority of our products
are sold through our direct sales force. In countries where we generate substantial revenues, our sales force is
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organized by end-use market in order to meet the specific needs of our customers. In geographic areas where it is
not efficient for us to organize our sales force by end-use market, we may use one sales team to service all
end-use markets.
In smaller markets, we often utilize marketing representatives who act as independent contractors to sell our
products. In addition, we utilize distributors to service our smaller customers in all regions. Distributors sell a
wide variety of products, which allow smaller customers to obtain multiple products from one source. In addition
to our long- term relationships with distributors in North America and Europe, we have established relationships
with a wide network of distributors in Latin America and the Asia Pacific region. We have transferred some
existing small customers to distributors, and are working to transfer others, to free up our sales force to focus on
more substantial opportunities.
Our sales force, distributors and agents interact with our customers to provide both product advice and
technical assistance. In general, they arrange and coordinate contact between our customers and our research and
development personnel to provide quality control and new product solutions. Our close interaction with our
customers has allowed us to develop and maintain strong customer relationships. In addition, we focus our sales
efforts on those customers who value the quality of our products, service and technical support.
Total operating revenues from our operations outside the United States were approximately 64%, 66% and
66% of our total operating revenues in the years ended December 31, 2009, 2008 and 2007, respectively. Direct
sales we make outside of the United States are generally priced in local currencies and can be subject to currency
exchange fluctuations when reported in our consolidated financial statements, which are maintained in U.S.
dollars in accordance with U.S. Generally Accepted Accounting Principals (GAAP). For geographic reporting,
revenues are attributed to the geographic location in which the customers’ facilities are located. We generated
42% of our 2009 sales from customers located in the Americas, 37% in Europe, the Middle East and Africa and
21% in the Asia Pacific region. See Note 13 to our Consolidated Financial Statements for geographic reporting
for total operating revenues and long-lived assets as of and for the years ended December 31, 2009, 2008 and
2007.
Sources and Availability of Raw Materials
We use three monomers as our primary raw materials in the manufacture of our products: styrene, butadiene
and isoprene. These monomers together represented approximately 43%, 49% and 51% of our total cost of goods
sold for the twelve months ended December 31, 2009, 2008 and 2007, respectively. Other raw materials used in
our production process include catalysts, solvents, stabilizers and various process control chemicals. The cost of
these monomers has generally been correlated with changes in crude oil prices and affected by global supply and
demand and global economic conditions. The market prices for styrene and butadiene monomers declined
significantly late in 2008 and into the first half of 2009. Butadiene prices bottomed in the second quarter of 2009
and styrene prices bottomed in January 2009. Pricing for these two monomers generally increased and stabilized
during the remainder of 2009. Alternately, spot isoprene prices peaked in late 2008 then declined in the first
quarter of 2009. Isoprene pricing increased during the second quarter of 2009, stabilized, then increased again in
the fourth quarter of 2009.
We believe our contractual and other arrangements with suppliers of styrene, butadiene and isoprene
provide an adequate supply of raw materials at competitive, market-based prices. We can provide no assurances
that contract suppliers will not terminate these contracts at the expiration of their contract terms, that we will be
able to obtain substitute arrangements on comparable terms, or that we generally will be able to source raw
materials on an economic basis in the future.
Styrene, butadiene and isoprene used by our U.S. and European facilities are predominantly supplied by a
portfolio of supplier’s under long-term supply contracts with various expiration dates. For our U.S. facilities, we
also procure a substantial amount of isoprene from a variety of suppliers from Russia, China and Japan. These
purchases include both spot and contract arrangements.
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In January 2009, the U.S. operations of LyondellBasell, along with one of its European-holding companies,
Basell Germany Holdings GmbH, filed for voluntary reorganization under Chapter 11 of the U.S. Bankruptcy
Code. LyondellBasell is one of our major suppliers of raw materials in Europe and also operates our plants at
Berre, France and Wesseling, Germany. We cannot accurately predict the effect, if any, that LyondellBasell’s
bankruptcy will have upon our business, or our relationships with LyondellBasell. To date, there have been no
significant changes in our commercial relationship with LyondellBasell.
In Japan, butadiene and isoprene supplies for our joint venture plant are supplied under our joint venture
agreement, where our partner supplies our necessary requirements. Styrene in Japan is sourced from local third-
party suppliers. Our facility in Paulinia, Brazil generally purchases all of its raw materials from local third-party
suppliers.
Styrene. Styrene is available on the global petrochemical market with approximately 11 producers located
in the Americas, 12 producers located in Europe and 41 producers located in Asia. The top five producers
worldwide are: Shell Chemicals, LyondellBasell, Dow Chemical Company, BASF and Total, which collectively
account for approximately one-third of global capacity. Styrene prices are primarily driven by worldwide supply
and demand and the cost of ethylene and benzene and are influenced by prevailing crude oil and natural gas
prices. Following the collapse of energy, benzene, and styrene prices in late 2008, styrene pricing reached its
lowest levels in January 2009 before recovering throughout the remainder of 2009.
We satisfy our styrene requirements in the United States pursuant to several purchase agreements with
maturities ranging from the end of 2009 to the end of 2011, subject to renewal conditions. We have executed a
new contract with a termination date at the end of 2011 with one of our suppliers to replace a purchase agreement
which expired at the end of 2009. As contracts expire, we cannot give assurances that we will obtain new long-
term supply agreements or that the terms of any such agreements will be on terms favorable to us, and as a
consequence, our future acquisition costs for styrene may therefore increase.
Our contracts that satisfied our styrene requirements in Europe expired on February 28, 2010 and we have
finalized negotiations with two vendors and expect to execute new supply agreements that we anticipate will
provide for European Styrene supply through to February 2013. As contracts expire, we cannot give assurances
that we will obtain new long-term supply agreements, or that the terms of any such agreements will be on terms
favorable to us, and as a consequence, our future acquisition costs for styrene may therefore increase.
For our agreements covering our manufacturing facility in the United States, the price we pay for styrene
varies with the published prices of styrene and/or the raw materials used to produce styrene. The price we pay for
styrene under our agreement covering France and Germany varies to reflect the published price for styrene even
though our purchase price is subject to certain minimums and maximums that vary with other factors.
Butadiene. Butadiene is available on the global petrochemical market with approximately 8 producers in the
Americas, 19 producers in Western Europe and 38 producers located in Asia. Prices for butadiene reflect
worldwide supply and demand and prevailing crude oil and ethylene prices. Although butadiene pricing was
generally strong for most of 2008 due to tight supply/demand and the influence of rising crude oil costs, pricing
decreased in late 2008 in response to weakening demand and crude oil price decreases, bottoming in the second
quarter of 2009. Pricing then increased throughout the remainder of 2009 primarily due to butadiene supply
limitations and increasing energy prices.
We have historically had adequate supplies of butadiene. However, in 2008, our supply of butadiene was
constrained primarily in North America and Japan due to an industry-wide shortage in those regions that was
primarily driven by limited availability of crude C4. Going forward, we believe our contractual and other
arrangements with our suppliers will generally provide adequate future supplies of butadiene at competitive
prices to support our current sales levels. Growth in the production of our products that require butadiene could
be limited by our ability to source additional butadiene at competitive prices.
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We currently source butadiene in the United States pursuant to contractual arrangements with suppliers,
supplemented by spot supply arrangements as needed. Our U.S. butadiene purchases vary with the published
prices for butadiene on world markets. We are currently finalizing contracts for our butadiene supply portfolio
and have recently entered into a butadiene supply contract with a new supplier for supply commencing in 2010
that will expire on December 31, 2012. No assurances can be given that any other agreement(s) will be entered
into or as to the volumes or terms of any such agreement(s).
We currently source our butadiene in Europe pursuant to contracts with LyondellBasell. The contract
covering Germany will expire on December 31, 2040, and will be renewed automatically at the conclusion of the
current term unless terminated with prior written notice by either party. The contract covering France expired
effective December 31, 2008. We are presently acquiring butadiene in France from LyondellBasell under a term
sheet reflecting an agreement in principle that has been reached between the parties. However, we can provide no
assurance to the nature of the final agreement or as to the volumes or terms of such an agreement. The price we
pay for butadiene under our agreements covering France and Germany vary based upon the published price for
butadiene, the amount of butadiene purchased during the preceding calendar year and/or the cost of butadiene
manufactured. In Brazil, butadiene is obtained from a local third-party source. In Kashima, Japan, a majority of
our butadiene needs are sourced from JSR on a commercial supply basis. As contracts expire, we cannot give
assurances that we will obtain new long-term supply agreements, or that the terms of any such agreements will
be on terms favorable to us, and as a consequence, our future acquisition costs for butadiene may therefore
increase.
Isoprene. Isoprene is primarily produced and consumed captively by manufacturers for the production of
IR, which is primarily used in the manufacture of rubber tires. As a result, there is limited non-captive isoprene
available in the market place. Prices for isoprene are determined by the supply and prices of natural and synthetic
rubber, crude oil and natural gas prices, and existing supply and demand in the market. Isoprene prices increased
for most of 2008. Following the collapse of energy prices in late 2008, isoprene pricing declined in the first
quarter of 2009, increased during the second quarter of 2009, stabilized, then increased again in the fourth quarter
of 2009. The increase was largely driven by the reduced availability of raw materials for isoprene extraction. The
economic advantage of lighter feeds for ethylene plants reduced the manufacture of by-products, including crude
isoprene.
We source our global isoprene requirements through several contractual arrangements. We also purchase
additional supplies of isoprene from various suppliers at prevailing market price. In Kashima, Japan, the majority
of our isoprene needs are sourced from JSR on a commercial supply basis and from alternative suppliers as
needed. As contracts expire, we may not be able to obtain new long-term supply agreements and the terms of any
such agreement may not be on terms favorable to us.
On September 10, 2009, we committed to exit the Pernis facility, where we produced IR. We ceased
production at Pernis on December 31, 2009. We expect to maintain a presence at the facility through the second
quarter of 2010, as the site is cleared for demolition beginning thereafter. We currently anticipate transferring IR
production to our Belpre, Ohio facility. We are in the process of completing project scoping, including associated
capital requirements, for producing the alternative capacity, and until such alternative production capacity is
brought on line, we plan to satisfy customer demand for IR with inventory currently on hand. We believe future
isoprene requirements for IR products will be met by our overall isoprene sourcing strategies, however, there is
no assurance we will be able to satisfy our requirements.
We have historically had adequate supplies of isoprene. However, we have periodically experienced periods
of limited supply due to operational problems at key producers, or as was the case during 2008, due to limited
availability of crude raw materials for the isoprene extraction units. During these periods, we are normally able to
meet most of our needs by acquiring relatively expensive isoprene from other suppliers. After an initial
improvement in supply availability in 2008, isoprene availability was reduced for most of 2008. In response, we
were forced to allocate SIS supplies. Similarly, supply constraints in 2009 limited isoprene purchases under some
17
of our existing contracts. We satisfied our requirements by supplementing purchases from a variety of other
suppliers. Going forward, we believe our contractual arrangements with several suppliers as well as spot
arrangements and longstanding relationships with other third-party suppliers of isoprene, will generally provide
adequate future supplies of isoprene at competitive prices to support our current sales levels. Growth in the
production of our products that require isoprene could be limited by our ability to source additional isoprene at
competitive prices, and we can give no guarantees or assurances in this regard.
Competition
We compete with other SBC product and non-SBC product producers primarily on the basis of price,
breadth of product availability, product quality and speed of service from order to delivery. We believe our
customers also base their supply decisions on the ability to design and produce custom products and the
availability of technical support.
SBC Industry. Our most significant competitors in the SBC industry are: Asahi Chemical, Chi Mei, Dexco
Polymers, Dynasol Elastomers, Kuraray, Korea Kumho P.C., Lee Chang Yung, LG Chemical, Polimeri Europa,
Sinopec, Taiwan Synthetic Rubber Corporation and Zeon Corporation. Generally, however, individual
competitors do not compete in each of our end-use markets. Rather, there are different competitors in each of our
end-use markets indicative of the depth and breadth of Kraton Performance Polymers product offering.
Product Substitution. We also compete against a broad range of alternative, non-SBC products within each
end-use market.
In the Advanced Materials end-use market, our products compete against a wide variety of chemical and
non-chemical alternatives, including thermoplastic vulcanizates, ethylene propylene diene monomer rubber,
known as EPDM, thermoplastic polyolefin elastomers and thermoplastic polyurethanes, known as TPUs. The
choice between these materials is influenced by performance characteristics, ease of use, desired aesthetics and
total end-product cost. In addition, competing materials include spandex, natural rubber, polyvinyl chloride
polymers and compounds, polyolefins, polyethylene terephthalate, known as PET, nylon and polycarbonate,
based on performance, ease of use, desired aesthetics and total end-product cost.
In the Adhesives, Sealants and Coatings end-use market, the primary product alternatives include acrylic
polymers, silicones, solvent-based natural rubber systems and metallocene polyolefins.
In the Paving and Roofing end-use market, the primary product substitute for roofing is atactic
polypropylene, whereas for road surfaces it is styrene butadiene rubber, or SBR. Customers also have a choice to
use unmodified asphalts.
Operating and Other Agreements
Operating Agreements. Shell Nederland Refinery operated our manufacturing facility located in Pernis, the
Netherlands. On January 18, 2010, consistent with our announcement in the third quarter of 2009 of our intent to
exit our Pernis facility, our indirect, wholly-owned subsidiary Kraton Polymers Nederland BV (“Kraton
Netherlands”) agreed to terminate the agreements relating to the operation of the Pernis facility and transfer the
site back to its owner.
Production at the Pernis facility ceased December 31, 2009. However, the actual termination of the
agreements relating to the operation of the Pernis facility remains subject to the satisfaction of various conditions
and is anticipated to become effective on or about May 31, 2010. Under the agreements that are being terminated
(and agreements ancillary to the agreements that are being terminated), the Shell Entities provide various site
services, utilities, materials and facilities at the Pernis facility.
The termination of the agreements is being undertaken in connection with our decision to cease production
of IR at the Pernis facility and transfer such production to another one of our facilities. In addition to the ongoing
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service fees through the effective date of the termination (currently estimated at $2.6 million), Kraton
Netherlands will pay the Shell Entities approximately $7.5 million excluding VAT in connection with the
termination of the agreements and the demolition and transfer to the Shell Entities of the Pernis facility.
We expect to maintain a presence at the facility through the second quarter of 2010, as the site is cleared for
demolition beginning thereafter. This facility is situated on a major Shell petrochemical site at which other third
party tenants also own facilities.
LyondellBasell operates our manufacturing facility located in Berre, France. This facility is situated on a
major LyondellBasell refinery and petrochemical site at which other third party tenants also own facilities.
LyondellBasell charges us fees based on certain costs incurred in connection with operating and maintaining this
facility, including the direct and indirect costs of employees and subcontractors, reasonable insurance costs,
certain taxes imposed on LyondellBasell (other than income taxes) and depreciation and capital charges on
certain assets. Pursuant to the agreement, LyondellBasell employs and provides all staff, other than certain plant
managers, assistant plant managers and technical personnel whom we may appoint. The agreement has an initial
term of 20 years, beginning in February 2001, and thereafter will automatically renew indefinitely for
consecutive 5-year periods. Either party may terminate the agreement (totally or partially) under various
circumstances, including if such party ceases its operations at the facility and provides 18 months prior written
notice; or if any of the services, utilities, materials and facilities agreements have been terminated, and the
terminating party provides notice as required by such agreement.
Pursuant to an agreement dated March 31, 2000, LyondellBasell operates and provides certain services,
materials and utilities required to operate our manufacturing facility in Wesseling, Germany. We pay
LyondellBasell a monthly fee, as well as costs incurred by LyondellBasell in providing the various services, even
if the facility fails to produce any output (whether or not due to events within LyondellBasell’s control), and even
if we reject some or all output. This agreement has an initial term of 40 years and will automatically renew
subject to 5 years prior written notice of non-renewal. This agreement will terminate at any earlier date as of
which the facility can no longer operate in a safe and efficient manner.
Site Services, Utilities, Materials and Facilities Agreements. LyondellBasell, through local operating
affiliates, provides various site services, utilities, materials and facilities for the Berre, France manufacturing site.
Generally these services, utilities, materials and facilities are provided by LyondellBasell on either a long-term
basis, short-term basis or a sole-supplier basis. Items provided on a sole-supplier basis may not be terminated
except upon termination of the applicable agreement in its entirety. Items provided on a long-term or short-term
basis may be terminated individually under certain circumstances.
Information Systems
We utilize Enterprise Resource Planning (ERP) software systems to support each of our facilities
worldwide. These systems were previously supported by external resources. In 2009, we upgraded our ERP
software systems utilizing a single global system and implementing best practices for our industry. For Europe
and the United States we completed this upgrade in August 2009, and for Brazil and Asia we completed this
upgrade in October 2009. In addition to providing increased reliability, we estimate ongoing cost savings of $5.0
million to $10.0 million per annum will be achieved as a result of the new ERP system. These systems are being
supported by internal resources. We also have in place a laboratory quality assurance system, including bar code
based material management systems and manufacturing systems. An annual disaster recovery exercise is
performed on critical systems utilizing third-party data centers.
Patents, Trademarks, Copyrights and Other Intellectual Property Rights
We rely on a variety of intellectual property rights to conduct our business, including patents, trademarks
and trade secrets. As of December 31, 2009, approximately one-quarter of our patent portfolio (381 of 1,381)
consisted of patent applications (the majority of which were filed after 2003). In light of the fact that patents are
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generally in effect for a period of 20 years as of the filing date, this means that a significant portion of the
portfolio would remain in effect for a long period (assuming most of these applications will be granted). The
granted patents and the applications cover both the United States and foreign countries. We do not expect that the
expiration of any single patent or specific group of patents would have a material impact on our business. Our
material trademarks will remain in effect unless we decide to abandon any of them, subject to possible third-party
claims challenging our rights. Similarly, our trade secrets will preserve their status as such for as long as they are
the subject of reasonable efforts, on our part, to maintain their secrecy. Since January 2003, we have filed 104
new patent applications with filings in the United States and many foreign countries. A significant number of
patents in our patent portfolio were acquired from Shell Chemicals. Shell Chemicals retained for itself fully-
transferable and exclusive licenses for their use outside of the elastomers field, as well as fully-transferable,
non-exclusive licenses within the field of elastomers for certain limited uses in non-competing activities. Shell
Chemicals is permitted to sublicense these rights. Shell Chemicals also retains the right to enforce these patents
outside the elastomers field and recover any damages resulting from these actions. Shell Chemicals may engage
in or be the owner of a business that manufactures and/or sells elastomers in the elastomers field, so long as they
do not use patent rights or technical knowledge exclusively licensed to us.
As a general matter, our trade names are protected by trademark laws. Our SBC products are marketed
under the trademark “Kraton,” which is registered in the United States and in many other countries.
In our over 40 years in the SBC business, we have accumulated a substantial amount of technical and
business expertise. Our expertise includes: product development, design and formulation, information relating to
the applications in which our products are used, process and manufacturing technology, including the process and
design information used in the operation, maintenance and debottlenecking of our manufacturing facilities, and
the technical service that we provide to our customers. Extensive discussions are held with customers and
potential customers to define their market needs and product application opportunities. Where necessary, we
have implemented trade secret protection for our technical knowledge through non-analysis, secrecy and related
agreements.
Employees
We had approximately 817 full-time employees at December 31, 2009. In addition, approximately 27 Shell
Chemicals and 175 LyondellBasell manufacturing employees operate our manufacturing facilities and provide
maintenance services in Europe under various operating and services arrangements with Shell Chemicals and its
affiliates or LyondellBasell. See “—Operating and Other Agreements.” Pursuant to the January 18, 2010
agreement between our indirect, wholly-owned subsidiary Kraton Netherlands and the Shell Entities, in
connection with our termination of production at the Pernis facility, the Shell Chemical employees are expected
to remain constant through May 31, 2010, as we complete demolition and transfer the Pernis facility to the Shell
Entities. None of our employees in the United States are subject to collective bargaining agreements. In Europe,
Brazil and Japan, a significant number of our employees are in arrangements similar to collective bargaining
arrangements. We believe our relationships with our employees continue to be good.
Environmental Regulation
Our operations in the United States and abroad are subject to a wide range of environmental laws and
regulations at both the national and local levels. These laws and regulations govern, among other things, air
emissions, wastewater discharges, solid and hazardous waste management, site remediation programs and
chemical use and management.
Pursuant to these laws and regulations, our facilities are required to obtain and comply with a wide variety
of environmental permits for different aspects of their operations. Generally, many of these environmental laws
and regulations are becoming increasingly stringent and the cost of compliance with these various requirements
can be expected to increase over time.
Management believes that we are in material compliance with all current environmental laws and
regulations. We currently estimate that any expenses incurred in maintaining compliance with these requirements
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will not materially affect our results of operations or cause us to exceed our level of anticipated capital
expenditures. However, we cannot give assurances that regulatory requirements or permit conditions will not
change, and we cannot predict the aggregate costs of additional measures that may be required to maintain
compliance as a result of such changes or expenses.
Environmental laws and regulations in various jurisdictions also establish programs and, in some instances,
obligations to clean up contamination from current or historic operations. Under some circumstances, the current
owner or operator of a site can be held responsible for remediation of past contamination regardless of fault and
regardless of whether the activity was legal at the time that it occurred. Evaluating and estimating the potential
liability related to site remediation projects is a difficult undertaking, and several of our facilities have been
affected by contamination from historic operations.
Our Belpre, Ohio facility is the subject of a site investigation and remediation program administered by the
Environmental Protection Agency pursuant to the Resource Conservation and Recovery Act. In March 1997,
Shell Chemicals entered into a consent order to investigate and remediate areas of contamination on and adjacent
to the site. In March 2003, we joined Shell Chemicals in signing a new consent order that required additional
remediation and assessment of various areas of contamination and continues to require groundwater-monitoring
and reporting. Shell Chemicals continues to take the lead in this program, has posted financial assurance of $5.2
million for the work required under the consent order and has also indemnified us for the work required under
this program, subject to the condition that we provide notice on or prior to February 28, 2021. In turn, we have
agreed with Shell Chemicals that we will, for a fee, provide certain services related to the remediation program.
We have agreed with Shell Chemicals that we will pay up to $100,000 per year for the groundwater monitoring
associated with the 2003 consent order.
Our Brazilian facility has also been affected by prior Shell Chemicals operations. A Shell Chemicals
pesticide manufacturing operation previously was located on a tract of land adjacent to our Brazilian facility. In
addition, areas of our facility were used by Shell Chemicals as part of its crop protection business. Shell
Chemicals has retained responsibility for remediating a former manufacturing facility located on our site and has
also indemnified us for a number of the identified waste management areas used in prior operations. The
indemnity from Shell Chemicals expired in 2004 for the following categories of claims to the extent notice was
not previously provided by us: (1) remediation activity required by applicable environmental laws or third-party
claims, (2) third-party claims for exposure to hazardous substances and (3) violations of environmental law. The
indemnity for remediation relating directly to the plant for the previous pesticide manufacturing operations and
for disposal activity related to that plant and for third-party claims regarding hazardous substance disposal
requires us to give notice on or prior to February 28, 2021. Shell Chemicals has installed a hydraulic barrier to
prevent migration of ground water contamination and has completed other cleanup actions on the site.
Shell Chemicals agreed to indemnify us for specific categories of environmental claims brought with respect
to matters occurring before our separation from Shell Chemicals in February 2001. Coverage under the
indemnity also varies depending upon the nature of the environmental claim, the location giving rise to the claim
and the manner in which the claim is triggered. The indemnity from Shell Chemicals expired in 2004 for the
following categories of claims to the extent notice was not previously provided by us: (1) site clean-up other than
those specifically agreed with Shell Chemicals, (2) third-party claims for exposure to hazardous substances and
(3) violations of environmental law. The indemnity for site clean-up specifically agreed with Shell Chemicals
and for third-party claims regarding hazardous substance disposal requires us to give notice on or prior to
February 28, 2021. Hence, if claims arise in the future related to past operations, we cannot give assurances that
those claims will be covered by the Shell Chemicals’ indemnity and also cannot be certain that any amounts
recoverable will be sufficient to satisfy claims against us.
In addition, we may in the future be subject to claims that arise solely from events or circumstances
occurring after February 2001 that would not, in any event, be covered by the Shell Chemicals’ indemnity. While
we recognize that we may, in the future, be held liable with respect for remediation activities beyond those
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identified to date, at present we are not aware of any circumstances that are reasonably expected to give rise to
remediation claims that would have a material adverse effect on our results of operations or cause us to exceed
our projected level of anticipated capital expenditures.
Insurance
We have customary levels of insurance for a company of our size in our industry. Our insurance policies are
subject to customary deductibles and limits.
Seasonality
Seasonal changes and weather conditions typically affect our polymer product sales into our Paving and
Roofing end-use market. Within this market, typically, volume rises, as temperatures rise, from January to June,
peaking during the summer. After summer, volume declines during the colder months in fall and
winter. However, paving and roofing have different demand curves. Paving is seasonal with a warm weather
peak and cool weather decline due to temperature requirements, whereas roofing tends to be more consistent
throughout the year. Our other end-use markets, Advanced Materials and Adhesives, Sealants and Coatings, tend
to show relatively little seasonality.
Available Information
We electronically file reports with the Securities and Exchange Commission (SEC), including annual
reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to such
reports. The public may read and copy any materials that we file with the SEC at the SEC’s Public Reference
Room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the
Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an internet site that
contains reports and information statements, and other information regarding issuers that file electronically with
the SEC at http://www.sec.gov. Additionally, information about us, including our reports filed with the SEC, is
available through our web site at http://www.kraton.com. Such reports are accessible at no charge through our
web site and are made available as soon as reasonably practicable after such material is filed with or furnished to
the SEC. Our website and the information contained on that site, or connected to that site, are not incorporated by
reference into this report.
Item 1A. Risk Factors.
Conditions in the global economy and capital markets may adversely affect the company’s results of
operations, financial condition and cash flows.
Our products are sold in markets that are sensitive to changes in general economic conditions, such as
automotive and construction products. Downturns in general economic conditions can cause fluctuations in
demand for our products, product prices, volumes and margins. A decline in the demand for our products or a
shift to lower-margin products due to deteriorating economic conditions could adversely affect sales of our
products and our profitability and could also result in impairments of certain of our assets.
Our business and operating results have been and will continue to be affected by the global recession,
including the turbulence in the credit markets, dislocations in the housing and commercial real estate markets,
fluctuating commodity prices, volatile exchange rates and other challenges currently affecting the global
economy and our customers. Although the effects of the global recession on our business appear to be easing,
there can be no assurance that this trend will continue. If the global recession continues for significant future
periods or deteriorates significantly, our results of operations, financial condition and cash flows could be
materially adversely affected.
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LyondellBasell Industries provides significant operating and other services under agreements that are
important to our business. The failure of LyondellBasell to perform their obligations, or the termination of
these agreements, could adversely affect our operations.
Prior to February 28, 2001, we were operated by Shell Chemicals, the chemicals operations unit of the
Royal Dutch/Shell Group. Shell Chemicals provided services that were important to our business through
December 31, 2009. On January 18, 2010, consistent with our announcement in the third quarter of 2009 of our
intent to exit our Pernis, facility, our indirect, wholly-owned subsidiary Kraton Netherlands agreed to terminate
substantially all existing material definitive agreements with the Shell Entities. The actual termination of these
agreements remains subject to the satisfaction of various conditions and is anticipated to become effective on or
about May 31, 2010. Under the agreements that are being terminated (and agreements ancillary to the agreements
that are being terminated), the Shell Entities provide various site services, utilities, materials and facilities at the
Pernis facility. The Shell Entities employ and provide all staff, other than certain plant managers, assistant plant
managers and technical personnel, whom we appoint. The termination of these agreements is being undertaken in
connection with our decision to cease production of IR at the Pernis facility and transfer such production to
another company facility.
In addition, we have service agreements with LyondellBasell Industries, or LyondellBasell, the successor to
a Shell Chemicals business. We are a party to:
•
•
•
operating agreements pursuant to which LyondellBasell (in Berre, France and Wesseling, Germany)
operate and maintain our European manufacturing facilities and employ and provide almost all of the
staff for those facilities;
site services, utilities, materials and facilities agreements pursuant to which LyondellBasell provides
utilities and site services to our European manufacturing facilities; and
lease agreements pursuant to which we lease our European manufacturing facilities from
LyondellBasell.
In January 2009, the U.S. operations of LyondellBasell along with one of its European holding companies,
Basell Germany Holdings GmbH, filed for voluntary reorganization under Chapter 11 of the U.S. Bankruptcy
Code. LyondellBasell is one of our major suppliers of raw materials and also operates our plants at Berre, France
and Wesseling, Germany. The bankruptcy of LyondellBasell and any resulting restructuring of LyondellBasell’s
operations may adversely affect LyondellBasell’s ability to provide services to us. To date, our operations have
not been negatively impacted. However, we cannot predict the effect, if any, that LyondellBasell’s bankruptcy
will ultimately have upon our business in general, or our relationship with LyondellBasell in particular.
Under the terms of the above agreements, either party is permitted to terminate the applicable agreement in
a variety of situations. Should LyondellBasell fail to provide these services or should any operating agreement be
terminated, we would be forced to obtain these services from third parties or provide them ourselves. Similarly, if
in connection with or independent from the termination of an operating agreement, LyondellBasell terminates a
facility lease, we would be forced to relocate our manufacturing facility. From time to time, as part of our
ongoing business operations, we discuss potential changes in the terms of our various agreements with
LyondellBasell, based upon changes in market conditions or other factors. Any agreed changes to any of these
contractual arrangements are not binding until the execution of formal documentation. The failure of
LyondellBasell to perform its obligations under, or the termination of, any of these contracts could adversely
affect our operations and, depending on market conditions at the time of any such termination, we may not be
able to enter into substitute arrangements in a timely manner, or on terms as favorable to us.
Under certain of these agreements, we are required to indemnify LyondellBasell in certain circumstances,
including in certain circumstances for loss and damages resulting from LyondellBasell’s negligence in
performing their obligations.
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The failure of our raw materials suppliers to perform their obligations under long-term supply agreements,
or our inability to replace or renew these agreements when they expire, could increase our cost for these
materials, interrupt production or otherwise adversely affect our results of operations.
Our manufacturing processes use three primary raw materials: styrene, butadiene and isoprene. We use
styrene in the production of almost all of our polymer products. We use butadiene in the production of SBS
(styrene-butadiene-styrene) grades of USBCs and SEBS (styrene-ethylene-butylene-styrene) grades of HSBCs.
We use isoprene in the production of SIS (styrene-isoprene-styrene) grades of USBCs, SEPS (styrene-ethylene-
propylene-styrene) grades of HSBCs and polyisoprene rubber, or IR. We have entered into long-term supply
agreements with Shell Chemicals, LyondellBasell and others to supply our raw material needs in the United
States and Europe. As these contracts expire, we may be unable to renew these contracts or obtain new long-term
supply agreements on terms favorable to us, which may significantly impact our operations.
Isoprene is primarily produced and consumed, by manufacturers, captively for the production of IR, which
is primarily used in the manufacture of rubber tires. As a result, there is limited non-captive isoprene available
for purchase in the markets in which we operate. Future isoprene requirements for our IR products will be met by
our overall isoprene sourcing strategies. We may not be able to obtain isoprene required for our operations on
terms favorable to us or at all. Our U.S. butadiene supply agreement with Shell Chemicals expired as of April 30,
2009. We currently access butadiene at competitive rates, recently entered into a butadiene supply contract with a
new supplier for 2010 and are engaged in efforts with several other suppliers to purchase ongoing and continuing
supplies of butadiene. If we are unable to enter into agreements with alternative suppliers, we may not be able to
meet our U.S. butadiene supply requirements in a timely manner or on favorable terms.
In addition, most of our long-term contracts contain provisions that allow our suppliers to limit the amount
of raw materials shipped to us below the contracted amount in certain circumstances. During 2009, Shell
Chemicals and other butadiene producers had limited supply at times due to raw material shortages and
operational problems, and we have satisfied our butadiene needs by supplementing with spot market purchases. If
we are required to obtain alternate sources for raw materials because Shell Chemicals or any other supplier is
unwilling or unable to perform under raw material supply agreements or if a supplier terminates its agreements
with us, we may not be able to obtain these raw materials from alternative suppliers in a timely manner or be able
to enter into long-term supply agreements on terms as favorable to us. A lack of availability of raw materials
could have an adverse effect on our results of operations.
If the availability of isoprene is limited, we may be unable to produce some of our products in quantities
demanded by our customers, which could have an adverse effect on our sales of products requiring
isoprene.
Isoprene is not widely available, and the few isoprene producers tend to use their production for captive
manufacturing purposes or sell only limited quantities into the world chemicals market. The major producers of
isoprene are Goodyear, Shell Chemicals, Nippon Zeon, Braskem, several Chinese producers and various Russian
manufacturers. Currently, we source our isoprene requirements for the United States and Europe from a portfolio
of suppliers. In Japan, we obtain the majority of our isoprene requirements from JSR Corporation, or JSR, on a
commercial supply basis and from alternative suppliers as needed. In Brazil, isoprene is obtained from a local
third party supplier. These suppliers may not be able to meet our isoprene requirements, and we may not be able
to obtain substitute supplies of isoprene from alternative suppliers in a timely manner or on favorable terms.
Because there is limited non-captive isoprene availability, the market for isoprene is thin and prices are
particularly volatile. Prices for isoprene are determined by the supply and prices of natural and synthetic rubber,
crude oil and natural gas prices and existing supply and demand in the market. Market prices for isoprene
increased significantly during the second half of 2008 as energy prices peaked in the third quarter. Following the
collapse of energy prices in late 2008, isoprene pricing declined in the first quarter of 2009, increased during the
second quarter of 2009, stabilized then increased again in the fourth quarter of 2009.
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A significant factor contributing to higher prices was the extreme tightness in the market caused by
operational problems of some key producers and reduced availability of crude C5 inputs for the extraction units.
Although improved producer operation mitigated this risk in 2008, weak ethylene demand and light (ethane
versus naphtha) ethylene inputs have limited isoprene production for some of the suppliers. In addition to this
limit due to ethylene inputs, operational problems could return in the future. A lack of availability of isoprene
could have an adverse effect on our results of operations if we are unable to produce products containing
isoprene.
If the availability of butadiene is limited, we may be unable to produce some of our products in quantities
demanded by our customers, which could have an adverse effect on plant utilization and our sales of
products requiring butadiene.
The North American market is structurally short of butadiene and has relied on imports of crude C4 and/or
butadiene to balance demand. Historically, the European market has been better balanced and provided exports to
North America. Currently, our butadiene requirements in the United States are satisfied by several supplier’s, and
LyondellBasell is our major butadiene supplier in Europe. In January 2009, the U.S. operations of LyondellBasell
along with one of its European holding companies, Basell Germany Holdings GmbH, filed for voluntary
reorganization under Chapter 11 of the U.S. Bankruptcy Code. To date the U.S. bankruptcy has not negatively
impacted our supply of butadiene in Europe. The quantity of butadiene available in any one region is dependent
on the cracking inputs of olefins plants, ethylene demand, inter-regional demand for butadiene and demand for
other oil derivatives. Suppliers may not be able to meet our butadiene requirements, and we may not be able to
obtain substitute supplies of butadiene from alternative suppliers in a timely manner or on favorable terms.
Increases in the costs of our raw materials could have an adverse effect on our financial condition and
results of operations if those costs cannot be passed onto our customers.
Our results of operations are directly affected by the cost of our raw materials. Our three principal raw
materials (styrene, butadiene and isoprene) together represented approximately 43% of our total cost of goods
sold in 2009. As a result of the significant portion of our cost of goods sold represented by these three monomers,
our gross profit and margins could be adversely affected by changes in the cost of these raw materials if we are
unable to pass the increases on to our customers.
Our end-use markets are highly competitive, and we may lose market share to other producers of styrenic
block copolymers or to producers of other products that can be substituted for our products.
Our industry is highly competitive and we face significant competition from large international producers,
as well as from smaller regional competitors. Our competitors may improve their competitive position in our core
end-use markets by successfully introducing new products, improving their manufacturing processes or
expanding their capacity or manufacturing facilities. If we are unable to keep pace with our competitors’ product
and manufacturing process innovations, our financial condition and results of operations could be materially
adversely affected.
Our most significant competitors are Asahi Chemical, Chi Mei, Dexco Polymers, Dynasol Elastomers,
Korea Kumho P.C., Kuraray Company, Lee Chang Yung, LG Chemical, Polimeri Europa, Sinopec, Taiwan
Synthetic Rubber Corporation and Zeon Corporation. Kuraray Company, Dynasol Elastomers, Korea Kumho
P.C. and Sinopec have all expanded HSBC capacity over the last 3 years. Several competitors, including
Dynasol, Lee Chang Yung and Sinopec, have expanded USBC capacity over the last 3 years.
In addition, competition between styrenic block copolymers and other products within the end-use markets
in which we compete is intense. Increased competition from existing or newly developed non-SBC products may
reduce demand for our products in the future and our customers may decide on alternate sources to meet their
requirements.
•
In the Advanced Materials end-use market, our products compete against a wide variety of chemical
and non-chemical alternatives, including thermoplastic vulcanizates, ethylene propylene diene
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monomer rubber, known as EPDM, thermoplastic polyolefin elastomers and thermoplastic
polyurethanes, known as TPUs. The choice between these materials is influenced by performance
characteristics, ease of use, desired aesthetics and total end-product cost. In addition, competing
materials include spandex, natural rubber, polyvinyl chloride polymers and compounds, polyolefins,
polyethylene terephthalate, known as PET, nylon and polycarbonate, based on performance, ease of
use, desired aesthetics and total end-product cost.
In the Adhesives, Sealants and Coatings end-use market, SBC products primarily compete with
acrylics, silicones, solvent-based rubber systems and thermoplastic polyolefin elastomers. The choice
between these materials is influenced by bond strength, specific adhesion, consistent performance to
specification, processing speed, hot-melt application, resistance to water and total end-product cost.
In the Paving and Roofing end-use market, our products primarily compete with atactic polypropylene,
styrene butadiene rubber and unmodified asphalts. The choice between these materials is influenced by
total end-product performance, cost and ease of use.
•
•
If we are unable to successfully compete with other producers of styrenic block copolymers or if other
products can be successfully substituted for our products, our sales may decline.
If we are not able to continue the technological innovation and successful commercial introduction of new
products, our customers may turn to other producers to meet their requirements.
Our industry and the end-use markets into which we sell our products experience periodic technological
change and ongoing product improvements.
In addition, our customers may introduce new generations of their own products or require new
technological and increased performance specifications that would require us to develop customized products.
Innovation or other changes in our customers’ product performance requirements may also adversely affect the
demand for our products. Our future growth will depend on our ability to gauge the direction of the commercial
and technological progress in all key end-use markets, and upon our ability to successfully develop, manufacture
and market products in such changing end-use markets. We need to continue to identify, develop and market
innovative products on a timely basis to replace existing products in order to maintain our profit margins and our
competitive position. We may not be successful in developing new products and technology that successfully
compete with such materials and our customers may not accept any of our new products. If we fail to keep pace
with evolving technological innovations or fail to modify our products in response to our customers’ needs, then
our business, financial condition and results of operations could be adversely affected as a result of reduced sales
of our products.
Our business relies on intellectual property and other proprietary information and our failure to protect our
rights could harm our competitive advantages with respect to the manufacturing of some of our products.
Our success depends to a significant degree upon our ability to protect and preserve our intellectual property
and other proprietary information of our business. However, we may be unable to prevent third parties from
using our intellectual property and other proprietary information without our authorization or independently
developing intellectual property and other proprietary information that is similar to ours, particularly in those
countries where the laws do not protect our proprietary rights to the same degree as in the United States. The use
of our intellectual property and other proprietary information by others could reduce or eliminate any competitive
advantage we have developed, cause us to lose sales or otherwise harm our business. If it becomes necessary for
us to litigate to protect these rights, any proceedings could be burdensome and costly, and we may not prevail. In
addition, we acquired a significant number of patents from Shell Chemicals. Pursuant to the agreements with
Shell Chemicals relating to their contribution of these patents to us and our ownership of these patents, Shell
Chemicals retained for itself fully-transferable and exclusive licenses to their use outside of the elastomers
business, as well as fully-transferable non-exclusive licenses within the field of elastomers for certain limited
26
uses in non-competing activities. Shell Chemicals is permitted to sublicense these rights. Shell Chemicals also
retains the right to enforce these patents outside the elastomers field and recover any damages resulting from
these actions.
Any patents, issued or applied for, may not provide us with any competitive advantage and may be
challenged by third parties. Our competitors also may attempt to design around our patents or copy or otherwise
obtain and use our intellectual property and other proprietary information. Moreover, our competitors may
already hold or have applied for patents in the United States or abroad that, if enforced or issued, could possibly
prevail over our patent rights or otherwise limit our ability to manufacture or sell one or more of our products in
the United States or abroad. From time to time, we oppose the issuance of patent applications in the United States
and other jurisdictions that we consider overbroad or otherwise invalid in order to maintain the necessary
freedom to operate fully in our various business lines without the risk of being sued for patent infringement. In
general, competitors or other parties may, from time to time, assert issued patents or other intellectual property
rights against us. If we are legally determined, at some future date, to infringe or violate the intellectual property
rights of another party, we may have to pay damages, stop the infringing use, or attempt to obtain a license
agreement with the owner of such intellectual property. With respect to our pending patent applications, we may
not be successful in securing patents for these claims. Our failure to secure these patents may limit our ability to
protect inventions that these applications were intended to cover. In addition, the expiration of a patent can result
in increased competition with consequent erosion of profit margins.
It is our policy to enter into confidentiality agreements with our employees and third parties to protect our
unpatented proprietary manufacturing expertise, continuing technological innovation and other trade secrets, but
our confidentiality agreements could be breached or may not provide meaningful protection for our trade secrets
or proprietary manufacturing expertise. Adequate remedies may not be available in the event of an unauthorized
use or disclosure of our trade secrets and manufacturing expertise. Violations by others of our confidentiality
agreements and the loss of employees who have specialized knowledge and expertise could harm our competitive
position and cause our sales and operating results to decline as a result of increased competition. In addition,
others may obtain knowledge of our trade secrets through independent development or other access by legal
means.
We have registered and applied for certain service marks and trademarks, and will continue to evaluate the
registration of additional service marks and trademarks, as appropriate. The applicable governmental authorities
may not approve our pending applications. A failure to obtain trademark registrations in the United States and in
other countries could limit our ability to obtain and retain our trademarks and impede our marketing efforts in
those jurisdictions. Moreover, third parties may seek to oppose our applications or otherwise challenge the
resulting registrations. In the event that our trademarks are successfully challenged, we could be forced to
rebrand our products, which could result in loss of brand recognition and could require us to devote resources to
advertising and marketing new brands.
The failure of our patents, trademarks or confidentiality agreements to protect our intellectual property and
other proprietary information, including our processes, apparatuses, technology, trade secrets, trade names and
proprietary manufacturing expertise, methods and compounds, could have a material adverse effect on our
competitive advantages over other producers.
Our products may infringe the intellectual property rights of others, which may cause us to incur
unexpected costs or prevent us from selling our products.
We continually seek to improve our business processes and develop new products and applications. Many of
our competitors have a substantial amount of intellectual property that we must continually monitor to avoid
infringement. Although it is our policy and intention not to infringe valid patents, we cannot guarantee that our
processes and products do not and will not infringe issued patents (whether present or future) or other intellectual
property rights belonging to others, including, without limitation, situations in which our products, processes or
technologies may be covered by patent applications filed by other parties in the United States or abroad. From
27
time to time, we oppose patent applications that we consider overbroad or otherwise invalid in order to maintain
the necessary freedom to operate fully in our various business lines without the risk of being sued for patent
infringement. If, however, patents are subsequently issued on any such applications by other parties, or if patents
belonging to others already exist that cover our products, processes or technologies, we could, possibly, be liable
for infringement or have to take other remedial or curative actions to continue our manufacturing and sales
activities with respect to one or more products. We may also be subject to legal proceedings and claims in the
ordinary course of our business, including claims of alleged infringement of the patents, trademarks and other
intellectual property rights of third parties by us or our licensees in connection with their use of our products.
Intellectual property litigation is expensive and time-consuming, regardless of the merits of any claim, and could
divert our management’s attention from operating our business. If we were to discover that our processes,
technologies or products infringe the valid intellectual property rights of others, we might need to obtain licenses
from these parties or substantially re-engineer our products in order to avoid infringement. We may not be able to
obtain the necessary licenses on acceptable terms, or at all, or be able to re-engineer our products successfully.
Moreover, if we are sued for infringement and lose, we could be required to pay substantial damages and/or be
enjoined from using or selling the infringing products or technology. Any of the foregoing could cause us to
incur significant costs and prevent us from selling our products.
Our business is subject to seasonality that may affect our quarterly operating results and impact the market
price of our common stock.
Seasonal changes and weather conditions typically affect the Paving and Roofing end-use market. In
particular, sales volumes for paving products generally rise in the warmer months and generally decline during
the colder months of fall and winter. Roofing product sales volumes tend to be more consistent throughout the
year. Abnormally cold or wet seasons may cause reduced purchases from our Paving and Roofing customers.
However, because seasonal weather patterns are difficult to predict, we cannot accurately estimate fluctuations in
our quarterly Paving and Roofing sales in any given year. If Paving and Roofing results cause our operating
results to fall below the periodic expectations of financial analysts or investors, the market price of our common
stock may decline.
Our substantial level of indebtedness could adversely affect our financial condition and prevent us from
fulfilling our obligations under the senior secured credit facility and the senior subordinated notes.
We have substantial indebtedness. As of December 31, 2009, our total indebtedness was $385.0 million.
Our indebtedness consists principally of the senior secured credit facility, which had $222.0 million outstanding
as of December 31, 2009, and the 8.125% Senior Subordinated Notes due 2014, or the senior subordinated notes,
which had $163.0 million outstanding as of December 31, 2009. The senior secured credit facility is payable in
consecutive equal quarterly installments in an aggregate annual amount equal to 1.0% of the original principal
amount and with the remaining balance payable in four equal quarterly installments commencing on
September 30, 2012 and ending on May 12, 2013. The senior subordinated notes mature on January 14, 2014. In
addition, subject to restrictions in the senior secured credit facility and the indenture governing the senior
subordinated notes, Kraton and its subsidiaries may incur additional indebtedness.
As a result of our substantial indebtedness:
•
our ability to obtain additional financing for working capital, capital expenditures, debt service
requirements or other general corporate purposes may be impaired;
• we must use a substantial portion of our cash flow to pay principal of and interest on our indebtedness
which will reduce the funds available to us for other purposes;
• we are more vulnerable to economic downturns and adverse industry conditions;
•
•
our ability to capitalize on business opportunities and to react to competitive pressures, as compared to
our competitors, may be compromised; and
our ability to borrow additional funds or to refinance indebtedness may be limited.
28
The ability for us to pay principal of and interest on indebtedness, fund working capital, and make
anticipated capital expenditures depends on our future performance, which is subject to general economic
conditions and other factors, some of which are beyond our control. There can be no assurance that our business
will generate sufficient cash flow from operations or that future borrowings will be available under the senior
secured revolving credit facility to fund liquidity needs in an amount sufficient to enable us to service
indebtedness. Furthermore, if we decide to undertake additional investments in existing or new facilities, this will
likely require additional capital, and there can be no assurance that this capital will be available.
Our debt instruments, including the senior secured credit facility and the indenture governing the senior
subordinated notes, impose significant operating and financial restrictions on us.
The senior secured credit facility and the indenture governing the senior subordinated notes impose
significant operating and financial restrictions on us. These restrictions limit our ability, the ability of Kraton and
the ability of its subsidiaries to, among other things:
•
•
•
•
incur additional indebtedness;
pay dividends or make certain other restricted payments and investments;
create liens or other encumbrances; and
transfer or sell certain assets or merge or consolidate with another entity.
These restrictions could limit our ability to plan for or react to market conditions or meet extraordinary
capital needs or otherwise restrict corporate activities. Our ability to comply with these covenants may be
affected by events beyond our control, and any material deviations from our forecasts could require us to seek
waivers or amendments of covenants, alternative sources of financing or reductions in expenditures. We may not
be able to obtain such waivers, amendments or alternative financings, or if we obtain them, they may not be on
terms acceptable to us.
A deterioration in our results of operations may cause us not to be in compliance with the financial
covenants in the senior secured credit facility. Under the terms of the senior secured credit facility, as amended,
we are subject to certain financial covenants, including maintenance of a minimum interest rate coverage ratio
and a maximum leverage ratio. Our ability to continue to comply with the financial ratios is subject to changes in
our results of operations and financial position including but not limited to: the prices for raw materials; the sales
of products; our ability to successfully implement selected selling price increases; our ability to reduce costs; and
our availability of cash to reduce existing indebtedness. We generated a net loss of $0.3 million, net income of
$28.4 million and a net loss of $43.7 million for the years ended December 31, 2009, 2008 and 2007,
respectively. Furthermore, our earnings were insufficient to cover our fixed charges for the year ended
December 31, 2007 by approximately $37.6 million. As of December 31, 2009, we were in compliance with the
applicable financial ratios in the senior secured credit facility. We may not be able to maintain these ratios or
avail ourselves of the equity cure provisions of the senior secured credit facility in future periods.
A breach of any of the covenants or restrictions contained in any of our existing or future financing
agreements and instruments, including our inability to comply with the required financial covenants in the senior
secured credit facility, could result in an event of default under those agreements. Such a default could allow the
lenders under our financing agreements to discontinue lending, to accelerate the related debt and to declare all
borrowings outstanding thereunder to be due and payable. In addition, the lenders could terminate any
commitments they had made to supply us with further funds.
We may be liable for damages based on product liability claims brought against our customers in our
end-use markets.
Many of our products provide critical performance attributes to our customers’ products that are sold to
consumers who could potentially bring product liability suits in which we could be named as a defendant. The
29
sale of these products involves the risk of product liability claims. If a person were to bring a product liability
suit against one of our customers, this customer may attempt to seek contribution from us. A person may also
bring a product liability claim directly against us. A successful product liability claim or series of claims against
us in excess of our insurance coverage for payments, for which we are not otherwise indemnified, could have a
material adverse effect on our financial condition or results of operations. While we endeavor to protect
ourselves from such claims and exposures in our contractual negotiations, there can be no assurance that our
efforts in this regard will ultimately protect us from any such claims.
As a global business, we are exposed to local business risks in different countries, which could have a
material adverse effect on our financial condition or results of operations.
We have significant operations in foreign countries, including manufacturing facilities, research and
development facilities, sales personnel and customer support operations. Currently, we operate, or others operate
on our behalf, facilities in Brazil, Germany, France and Japan, in addition to our operations in the United States.
Our offshore operations are subject to risks inherent in doing business in foreign countries, including, but not
necessarily limited to:
•
•
•
•
new and different legal and regulatory requirements in local jurisdictions;
export duties or import quotas;
domestic and foreign customs and tariffs or other trade barriers;
potential staffing difficulties and labor disputes;
• managing and obtaining support and distribution for local operations;
•
•
•
•
•
•
•
•
increased costs of transportation or shipping;
credit risk and financial conditions of local customers and distributors;
potential difficulties in protecting intellectual property;
risk of nationalization of private enterprises by foreign governments;
potential imposition of restrictions on investments;
potentially adverse tax consequences, including imposition or increase of withholding and other taxes
on remittances and other payments by subsidiaries;
foreign currency exchange restrictions and fluctuations; and
local political and social conditions, including the possibility of hyperinflationary conditions and
political instability in certain countries.
We may not be successful in developing and implementing policies and strategies to address the foregoing
factors in a timely and effective manner at each location where we do business. Consequently, the occurrence of
one or more of the foregoing factors could have a material adverse effect on our international operations or upon
our financial condition and results of operations.
Chemical manufacturing is inherently hazardous, which could result in accidents that disrupt our
operations or expose us to significant losses or liabilities.
The hazards associated with chemical manufacturing and the related storage and transportation of raw
materials, products and wastes exist in our operations and the operations of other occupants with whom we share
manufacturing sites. These hazards could lead to an interruption or suspension of operations and have an adverse
effect on the productivity and profitability of a particular manufacturing facility or on us as a whole. These
potential risks include, but are not necessarily limited to:
•
•
pipeline and storage tank leaks and ruptures;
explosions and fires;
30
•
•
inclement weather and natural disasters;
terrorist attacks;
• mechanical failure; and
•
chemical spills and other discharges or releases of toxic or hazardous substances or gases.
These hazards may result in personal injury and loss of life, damage to property and contamination of the
environment, which may result in a suspension of operations and the imposition of civil or criminal penalties,
including governmental fines, expenses for remediation and claims brought by governmental entities or third
parties. The loss or shutdown of operations over an extended period at our Belpre facility, which is our largest
manufacturing facility, or any of our other major operating facilities could have a material adverse effect on our
financial condition and results of operations. Although we maintain property, business interruption and casualty
insurance of the types and in the amounts that we believe are customary for the industry, we are not fully insured
against all potential hazards incidental to our business.
Regulation of our employees’ exposure to butadiene could require material expenditures or changes in our
operations.
Butadiene is a known carcinogen in laboratory animals at high doses and is being studied for its potential
adverse health effects. The Occupational Safety and Health Administration limits the permissible employee
exposure to butadiene. Future studies on the health effects of butadiene may result in additional regulations or
new regulations in Europe that further restrict or prohibit the use of, and exposure to, butadiene. Additional
regulation of butadiene could require us to change our operations, and these changes could affect the quality of
our products and materially increase our costs.
Compliance with extensive environmental, health and safety laws could require material expenditures,
changes in our operations or site remediation.
Materials such as styrene, butadiene and isoprene, which are used in the manufacture of our products, can
represent potentially significant health and safety concerns. Our products are also used in a variety of end-uses
that have specific regulatory requirements such as those relating to products that have contact with food or
medical end-uses.
We use large quantities of hazardous substances and generate hazardous wastes in our manufacturing
operations. Consequently, our operations are subject to extensive environmental, health and safety laws and
regulations at both the national and local level in multiple jurisdictions. Many of these laws and regulations have
become more stringent over time and the costs of compliance with these requirements may increase, including
costs associated with any necessary capital investments. In addition, our production facilities require operating
permits that are subject to renewal and, in some circumstances, revocation. The necessary permits may not be
issued or continue in effect, and any issued permits may contain significant new requirements. The nature of the
chemical industry exposes us to risks of liability due to the use, production, management, storage, transportation
and sale of materials that are heavily regulated or hazardous and can cause contamination or personal injury or
damage if released into the environment.
We operate coal-burning boilers at our facility in the United States that could be subject to legislation and
regulation affecting the emissions of greenhouse gases. While the impact of any such legislation or regulation is
currently speculative, any such legislation or regulation, if enacted, may have an adverse effect on our operations
or financial condition.
We have health and safety management programs in place to help assure compliance with applicable
regulatory requirements and with internal policies and procedures, as appropriate. Each facility has developed
and implemented specific critical occupational health, safety, environmental and loss control programs.
31
Compliance with environmental laws generally increases the costs of transportation and storage of raw materials
and finished products, as well as the costs of storage and disposal of wastes. We may incur substantial costs,
including fines, damages, criminal or civil sanctions and remediation costs, or experience interruptions in our
operations for violations arising under these laws or permit requirements.
Management at our facility at Belpre, Ohio has identified several occupied buildings that are closer to the
manufacturing process than would be consistent with industry guidelines required by the Occupational Safety
and Health Administration. A $7.6 million project is underway to relocate these facilities, and this cost is
included in our projected future capital expenditures. However, such costs may vary with changes in regulations
or risk management strategy. This project is expected to be completed by the end of 2010.
We may be subject to losses due to lawsuits arising out of environmental damage or personal injuries
associated with chemical manufacturing.
We face the risk that individuals could, in the future, seek damages for personal injury due to exposure to
chemicals at our facilities or to chemicals otherwise owned or controlled by us. We may be subject to future
claims with respect to workplace exposure, workers’ compensation and other matters that are filed after the date
of our acquisition of Shell Chemicals’ elastomers business. While Shell Chemicals has agreed to indemnify us
for certain claims brought with respect to matters occurring before our separation from Shell Chemicals in
February 2001, those indemnity obligations are subject to limitations, and we cannot be certain that those
indemnities will be sufficient to satisfy claims against us. In addition, we face the risk that future claims would
fall outside of the scope of the indemnity due either to the limitations on the indemnity or to their arising from
events and circumstances occurring after February 2001.
Some environmental laws could impose on us the entire cost of clean-up of contamination present at a
facility even though we did not cause the contamination. These laws often identify the site owner as one of the
parties that can be jointly and severally liable for on-site remediation, regardless of fault or whether the original
activity was legal at the time it occurred. For example, our Belpre, Ohio facility is the subject of a required
remediation program to clean up past contamination at the site and at an adjacent creek and we are a party to that
site clean-up order. While Shell Chemicals has posted financial assurance of $5.2 million for this program and
has taken the lead in implementing the program, we may incur costs and be required to take action under this
program. Similarly, the Shell Chemicals indemnity for remediation at the Belpre facility may not cover all claims
that might be brought against us.
Our Paulinia, Brazil facility also has on-site contamination resulting from past operations of Shell
Chemicals. The indemnity from Shell Chemicals covers claims related to certain specified areas within the plant,
and we may be required to undertake and pay for remediation of these and other areas. The indemnity coverage
from Shell Chemicals is limited in time and amount and we cannot rely upon it to cover possible future claims
for on-site contamination separate from the areas specified in the indemnity. The Paulinia facility is also adjacent
to a former Shell Chemicals site where we believe past manufacturing of hydrocarbons resulted in significant
contamination of soil and groundwater and required relocation of nearby residents. It is our understanding that
the Shell Chemicals portion of the site has changed ownership several times, which may impact financial
responsibility for contamination on the site. While we are not aware of any significant contamination at our
Paulinia facility, we could potentially be the subject of claims related to pesticide contamination and effects at
some point in the future.
In general, there is always the possibility that a third-party plaintiff or claimant, or governmental or
regulatory authority, could seek to include us in an action or claim for damages, clean-up, or remediation
pertaining to events or circumstances occurring or existing at one or more of our sites prior to the time of our
ownership or occupation of the applicable site. In the event that any of these actions or claims were asserted
against us, our results of operations could be adversely affected.
32
Regulatory and statutory changes applicable to us or our customers could adversely affect our financial
condition and results of operations.
We and many of the applications for the products in the end-use markets in which we sell our products are
regulated by various national and local rules, laws and regulations. Changes in any of these areas could result in
additional compliance costs, seizures, confiscations, recall or monetary fines, any of which could prevent or
inhibit the development, distribution and sale of our products. For example, changes in environmental regulations
restricting the use of disposable diapers could cause a decline in sales to producers of that product. In addition,
we benefit from certain trade protections, including anti-dumping protection. If we were to lose these protections,
our results of operations could be adversely affected.
We are subject to customs, international trade, export control, antitrust, zoning and occupancy and labor
and employment laws that could require us to modify our current business practices and incur increased
costs.
We are subject to numerous regulations, including customs and international trade laws, export control,
antitrust laws and zoning and occupancy laws that regulate manufacturers generally and/or govern the importation,
promotion and sale of our products, the operation of factories and warehouse facilities and our relationship with our
customers, suppliers and competitors. If these regulations were to change or were violated by our management,
employees, suppliers, buying agents or trading companies, the costs of certain goods could increase, or we could
experience delays in shipments of our goods, be subject to fines or penalties, or suffer reputational harm, which
could reduce demand for our products and hurt our business and negatively impact results of operations. In addition,
changes in federal and state minimum wage laws and other laws relating to employee benefits could cause us to
incur additional wage and benefits costs, which could negatively impact our profitability.
Legal requirements are frequently changed and subject to interpretation, and we are unable to predict the
ultimate cost of compliance with these requirements or their effects on our operations. We may be required to
make significant expenditures or modify our business practices to comply with existing or future laws and
regulations, which may increase our costs and materially limit our ability to operate our business.
Our relationship with our employees could deteriorate, which could adversely affect our operations.
As a manufacturing company, we rely on our employees and good relations with our employees to produce
our products and maintain our production processes and productivity. As of December 31, 2009, we employed
approximately 817 full-time employees. A significant number of our non-U.S. employees are subject to
arrangements similar to collective bargaining arrangements. With respect to these employees, we may not be able
to negotiate labor agreements on satisfactory terms, and actions by our employees may disrupt our business.
Although we have historically maintained a good relationship with our employees, if these workers were to
engage in a strike, work stoppage or other slowdown, our operations could be disrupted or we could experience
higher labor costs. In addition, if our other employees were to become unionized, in particular our employees at
our Belpre, Ohio facility, we could experience significant operating disruptions and higher ongoing labor costs,
which could adversely affect our business and financial condition and results of operations. Because many of the
personnel who operate our European facilities are employees of LyondellBasell, relations between
LyondellBasell and its employees may also adversely affect our business and financial condition and results of
operations.
Loss of key personnel or our inability to attract and retain new qualified personnel could hurt our business
and inhibit our ability to operate and grow successfully.
Our success in the highly competitive markets in which we operate will continue to depend to a significant
extent on our key employees. We are dependent on the expertise of our executive officers. Loss of the services of
any of our executive officers could have an adverse effect on our prospects. We may not be able to retain our key
employees or to recruit qualified individuals to join our company. The loss of key employees could result in high
transition costs and could disrupt our operations.
33
Fluctuations in currency exchange rates may significantly impact our results of operations and may
significantly affect the comparability of our results between financial periods.
Our operations are conducted by subsidiaries in many countries. The results of the operations and the
financial position of these subsidiaries are reported in the relevant foreign currencies and then translated into U.S.
dollars at the applicable exchange rates for inclusion in our consolidated financial statements. The main
currencies to which we are exposed, besides the U.S. dollar, are the Euro, Japanese Yen and Brazilian Real. The
exchange rates between these currencies and the U.S. dollar in recent years have fluctuated significantly and may
continue to do so in the future. A depreciation of these currencies against the U.S. dollar will decrease the U.S.
dollar equivalent of the amounts derived from these operations reported in our consolidated financial statements
and an appreciation of these currencies will result in a corresponding increase in such amounts. Because many of
our raw material costs are determined with respect to the U.S. dollar rather than these currencies, depreciation of
these currencies may have an adverse effect on our profit margins or our reported results of operations.
Conversely, to the extent that we are required to pay for goods or services in foreign currencies, the appreciation
of such currencies against the U.S. dollar will tend to negatively impact our results of operations. In addition,
currency fluctuations may affect the comparability of our results of operations between financial periods.
We incur currency transaction risk whenever we enter into either a purchase or sale transaction using a
currency other than the local currency of the transacting entity. Beginning in 2008, we began implementing
hedging strategies to minimize our exposure to certain foreign currency fluctuations. Given the volatility of
exchange rates, there can be no assurance that we will be able to effectively manage our currency transaction
risks or that any volatility in currency exchange rates will not have a material adverse effect on our financial
condition or results of operations.
We generally do not have long-term contracts with our customers, and the loss of customers could adversely
affect our sales and profitability.
With some exceptions, our business is based primarily upon individual sales orders with our customers. As
such, our customers could cease buying our products from us at any time, for any reason, with little or no
recourse. If multiple customers elected not to purchase products from us, our business prospects, financial
condition and results of operations could be adversely affected.
A decrease in the fair value of pension assets could materially increase future funding requirements of the
pension plan.
We sponsor a defined benefit pension plan. The total projected benefit obligation of our defined benefit
pension plan exceeded the fair value of the plan assets by approximately $26.6 million at December 31, 2009.
We contributed $4.2 million to the pension plan in 2009 and, based on the actuarial assumptions used in our
consolidated financial statements, are forecasting contributions of approximately $3.2 million in calendar years
2010 and 2011, respectively. Among the key assumptions inherent in the actuarially calculated pension plan
obligation and pension plan expense are the discount rate and the expected rate of return on plan assets. If interest
rates and actual rates of return on invested plan assets were to decrease significantly, the pension plan obligation
could increase materially. The size of future required pension contributions could result in us dedicating a
substantial portion of our cash flow from operations to making the contributions which could materially
adversely affect our business, financial condition and results of operations.
Concentration of ownership among our principal stockholders may prevent new investors from influencing
significant corporate decisions.
TPG and JPMP together own approximately 64.6% of our common stock (approximately 62.7% after the
exercise of the underwriters’ over-allotment option). Pursuant to a registration rights and shareholders’
agreement entered into by TPG, JPMP and the company, TPG and JPMP will each have the right to participate in
certain dispositions by the other party. TPG and JPMP will also be restricted from transferring common stock
34
without the consent of the other party. Furthermore, each of TPG and JPMP will have the right to elect two
directors to the board of directors of the company so long as it owns 10% or more of the outstanding common
stock and one director so long as it owns 2% or more of the common stock. See Note 11 of Notes to Consolidated
Financial Statement for further discussion, “Certain Relationships and Related Transactions—Registration Rights
and Shareholders’ Agreement.” TPG and JPMP together will be able to exercise control over all matters
requiring stockholder approval, including the election of directors, amendment of our certificate of incorporation
and approval of significant corporate transactions and will have significant control over our management and
policies. The interests of these stockholders may not be consistent with the interests of other stockholders. This
control may also have the effect of deterring hostile takeovers, delaying or preventing changes in control or
changes in management, or limiting the ability of our other stockholders to approve transactions that they may
deem to be in the best interests of our company. In addition, our certificate of incorporation provides that the
provisions of Section 203 of the Delaware General Corporation Law, which relate to business combinations with
interested stockholders, do not apply to us.
Item 1B. Unresolved Staff Comments.
None.
Item 2.
Properties.
Our principal executive offices are located at 15710 John F. Kennedy Boulevard, Houston, Texas 77032.
We believe that our properties and equipment are generally in good operating condition and are adequate for
our present needs. Production capacity at our sites can vary depending upon feedstock, product mix and
operating conditions.
The following table sets forth our principal facilities:
Location
Belpre, Ohio, United States . . . . . . . . . . . . . . . . . . .
Wesseling, Germany . . . . . . . . . . . . . . . . . . . . . . . .
Berre, France . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Paulinia, Brazil
. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Kashima, Japan . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Houston, Texas, United States . . . . . . . . . . . . . . . .
Amsterdam, the Netherlands . . . . . . . . . . . . . . . . . .
Tsukuba, Japan . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Shanghai, China . . . . . . . . . . . . . . . . . . . . . . . . . . .
Acres
350
8.1
9.0
179
11.6
N/A
N/A
4.5
N/A
Approximated
Square Footage
Use
Owned /Leased
3,600,000
354,000
392,000
2,220,000
395,000
88,000
32,015
23,327
20,000
Manufacturing
Manufacturing
Manufacturing
Manufacturing
Manufacturing
R&D
R&D
R&D
Distribution
Owned(1)
Leased(2)
Owned(3)
Owned
Owned(4)
Leased(5)
Leased(5)
Owned(6)
Leased(5)
(1) A portion of the HSBC capacity at the Belpre facility is owned by Infineum USA, a joint venture between
Shell Chemicals and ExxonMobil.
(2) We lease the land and the manufacturing facility, but own the production equipment.
(3) We lease the land, but own the manufacturing facility and production equipment.
(4) The Kashima, Japan facility is owned by our 50%-50% joint venture with JSR.
(5) We lease the facility, but own the equipment.
(6) The Tsukuba, Japan facility was sold on February 27, 2009 and replaced with a new technical service
laboratory at a leased location in Tsukuba, Japan.
Belpre, Ohio, United States. Our Belpre, Ohio site is our largest manufacturing facility with connections to
barge, rail and truck shipping and receiving facilities. The Belpre site has approximately 189 kilotons of
production capacity to which we are entitled. It has the largest dedicated SBC production capacity of any SBC
facility in the world. The Belpre facility currently produces USBC and HSBC products.
35
A portion of the HSBC capacity at Belpre is owned by Infineum USA. Infineum is a joint venture between
Shell Chemicals and ExxonMobil that makes products for the lubricating oil additives business. Under a facility
sharing agreement that terminates in 2030, we operate Infineum’s share of the HSBC assets to manufacture a line
of products for Infineum, and Infineum is entitled to a portion of the HSBC capacity at Belpre. Other than those
assets owned by Infineum, we own the Belpre plant and the land on which it is located.
Wesseling, Germany. Our Wesseling, Germany manufacturing site is located on the premises of
LyondellBasell. The site has direct access to major highways and extensive railway connections. Production
capacity is approximately 95 kilotons. LyondellBasell owns the land and buildings on the premises and leases
them to us. All leased property is required to be used in connection with our elastomers business. The lease is for
a term of 30 years, beginning from March 31, 2000 and is extended automatically for a successive period of 10
years unless terminated upon one-year’s written notice by either party. We own the SBC production equipment in
the manufacturing facility. The Wesseling facility currently produces USBC products. LyondellBasell provides
us operating and site services, utilities, materials and facilities under a long-term production agreement.
LyondellBasell has the right to approve any expansion of our facility at Wesseling; although its consent may only
be withheld if an expansion would be detrimental to the site.
Berre, France. Our Berre, France site is located in southeastern France. The facility has direct access to sea,
rail and road transport and has a production capacity of approximately 87 kilotons. The Berre site is leased to us
by Shell Petrochimie Mediterranee, through April 1, 2008, at which time the site was sold to LyondellBasell,
who now operates the site and with whom our lease now exists under a long-term lease due to expire in 2030. We
own the SBC manufacturing facility and production equipment at Berre. We currently produce USBC and HSBC
products there. We have an operating agreement with LyondellBasell for various site services, utilities and
facilities under a long-term agreement.
Paulinia, Brazil. Our Paulinia, Brazil site is located with access to major highways. The facility currently
has a production capacity of approximately 28 kilotons of USBC. The plant was built to meet demand for IRL
products for hypoallergenic and medical applications, including surgical gloves and condoms. We own the plant
at Paulinia as well as the land on which our plant sits. BASF owns the adjacent site and shares title to facilities
that are common to the two companies such as the administration building, cafeteria and maintenance facilities.
An expansion of the existing capacity was completed in 2009.
Kashima, Japan. Our Kashima, Japan site is operated by a manufacturing joint venture named Kraton JSR
Elastomers K.K., or KJE, between us and JSR. The Kashima site is located northeast of Tokyo on the main island
of Honshu at a JSR site that includes several synthetic rubber plants and butadiene and isoprene extraction units.
This site is serviced by rail, barge and truck connections. Production capacity is approximately 40 kilotons of
USBC products, and we are generally entitled to 50% of the production pursuant to our joint venture agreement.
The SBC manufacturing facility is leased to KJE.
JSR markets its portion of the production under its own trademarks, and we market our portion of the
production under the KRATON® brand name although this amount may vary from time to time based on the
economic interest of the joint venture. We and JSR each have a right of first refusal on the transfer of the joint
venture interests of the other.
Recent Events Relating to Our Pernis, the Netherlands facility
Pernis, the Netherlands. Our Pernis site was formerly a materially important physical property. The facility
has been operated by Shell Nederlands Chimie, under an operating agreement, and they provided various site
services, utilities and facilities to us under a long-term agreement. On January 18, 2010, consistent with our
announcement in the third quarter of 2009 of our intent to exit our Pernis facility, our indirect, wholly-owned
subsidiary Kraton Netherlands agreed to terminate these agreements and production at the Pernis facility ceased
December 31, 2009. However, the actual termination of these agreements remains subject to the satisfaction of
36
various conditions and is anticipated to become effective on or about May 31, 2010. We expect to maintain a
presence at the facility through May 2010, as the site is cleared for demolition beginning thereafter. We currently
anticipate transferring IR production to our Belpre, Ohio facility. We are in the process of completing project
scoping, including associated capital expenditure requirements, for producing the alternative capacity, and until
such alternative production capacity is brought on line, we plan to satisfy customer demand for IR with inventory
currently on hand.
Research, Development and Technical Service Facilities
Our research and development activities are primarily conducted in laboratories in Houston, Texas and
Amsterdam, the Netherlands. We support our customers via a technical service network of laboratories around
the globe. Our technical service laboratories are located in Shanghai, China, Tsukuba, Japan, and Paulina, Brazil.
In addition we have a technical service office in Mont St. Guivert, Belgium.
We perform application development and technical service support in all locations. In addition, our research
and development centers in Houston and Amsterdam carry out polymer and process development. We are
operating pilot lines in our Houston facility to provide scale up support to our manufacturing sites as well as our
customers.
We believe we are able to meet projected global demand for HSBC products through at least 2010, and we
have postponed the start up of the new HSBC manufacturing facility in the Asia Pacific region beyond the
previously announced 2009 target date. We will continue, however, to perform engineering and evaluate new
sites in the Asia Pacific region for the new plant.
Item 3.
Legal Proceedings.
Pursuant to the sale agreements between us and Shell Chemicals relating to the separation from Shell
Chemicals in 2001, Shell Chemicals has agreed to indemnify us for certain liabilities and obligations to third
parties or claims against us by a third party relating to matters arising prior to the closing of the acquisition by
Ripplewood Chemical. Shell Chemicals has been named in several lawsuits relating to the elastomers business
that we have acquired. In particular, claims have been filed against Shell Chemicals alleging workplace asbestos
exposure at the Belpre, Ohio facility. In the event we are named as parties to any of these claims, we would be
indemnified by Shell Chemicals, however, as of the date of this prospectus, we have not been named as parties in
any of these claims. Our right to indemnification from Shell Chemicals is subject to certain time limitations
disclosed under “Business—Environmental Regulation.” In addition, we and Shell Chemicals have entered into a
consent order relating to certain environmental remediation at the Belpre, Ohio facility.
While we are involved from time to time in litigation and governmental actions arising in the ordinary
course of business, we are not aware of any actions which we believe would individually or in the aggregate
materially adversely affect our business, consolidated results of operations, financial position or cash flows.
For information regarding legal proceedings, including environmental matters, see “Part I, Item 1.
Business—Environmental Regulation” and Note 8 of Notes to Consolidated Financial Statements.
Item 4.
Reserved.
37
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Kraton Performance Polymers, Inc.
Our common stock has been listed on the New York Stock Exchange (NYSE) under the symbol “KRA”
since December 17, 2009. Prior to that, our equity securities were not listed on any exchange or traded on any
public trading market. Prior to our IPO and the reorganization transactions, we were a wholly-owned subsidiary
of TJ Chemical and were indirectly owned by TPG Partners III, L.P., TPG Partners IV, L.P. and certain of their
parallel investment entities, JPMP Capital Corp. and affiliates and certain members of our management.
The following table sets forth the high and low closing sales prices of our common stock, as reported by the
NYSE, per quarter from the commencement of trading on December 17, 2009 through December 31, 2009. As of
February 23, 2010, there were approximately 45 shareholders of record of our common stock and approximately
3,100 beneficial owners.
Common Stock Data by Quarter
2009
Stock Price Range(a)
Dividends Per
Common Share
High
Low
Fourth Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
N/A
$13.84
$13.21
(a) Stock prices represent the intra-day high and low stock price.
38
Stock Performance Graph
The following graph reflects the comparative changes in the value from December 17, 2009, the first trading
day of our common stock on the NYSE, through December 31, 2009, assuming an initial investment of $100 and
the reinvestment of dividends, if any in (1) our common stock, (2) the DJ U.S. Specialty Chemicals Index, and
(3) the S&P SmallCap 600 Index. Historical performance should not be considered indicative of future
stockholder returns.
Comparison of Cumulative Total Return
$105
$100
$95
12/17/09
12/31/09
Kraton Performance Polymers, Inc.
S&P SmallCap 600 Index
Dow Jones U.S. Specialty Chemicals
Total Return To Shareholders
(Includes reinvestment of dividends)
Company / Index
Kraton Performance Polymers, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S&P SmallCap 600 Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dow Jones U.S. Specialty Chemicals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Company / Index
Annual Return
Percentage Year
Ending 12/31/09
0.37
3.68
1.04
Base Period
12/17/09
Indexed Returns
Year Ending
12/31/09
Kraton Performance Polymers, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S&P SmallCap 600 Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dow Jones U.S. Specialty Chemicals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100
100
100
100.37
103.68
101.04
Dividends
Prior to our conversion from a limited liability company to a corporation we did not make any dividend
payments to our members. We currently intend to retain all available funds and any future earnings to fund the
development and growth of our business, and we do not anticipate paying any cash dividends in the foreseeable
future. We are currently prohibited from paying cash dividends on our common stock by the covenants in the
39
senior secured credit facility and may be further restricted by the terms of any of our future debt or preferred
securities. In addition, because we are a holding company, our ability to pay dividends depends on our receipt of
cash dividends and distributions from our subsidiaries. The terms of certain of the senior subordinated notes
substantially restrict our ability and the ability of our subsidiaries to pay dividends. For more information about
these restrictions, see “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and
Results of Operations—Description of Our Indebtedness.” Any future determination to pay dividends will be at
the discretion of our board of directors and will depend on our financial condition, results of operations, capital
expenditure requirements, restrictions contained in current and future financing instruments and other factors that
our board of directors deems relevant.
Kraton Polymers LLC
There is no established public trading market for the equity interests of Kraton. As of February 23, 2010,
there was one shareholder of record of the equity of Kraton. See “Part III, Item 12. Security Ownership of
Certain Beneficial Owners and Management and Related Stockholder Matters” for a discussion of our ownership.
No equity interest was repurchased during the year ended December 31, 2009.
We are parties to a senior secured term loan and an indenture with respect to our 8.125% senior
subordinated notes due 2014 (“the 8.125% Notes”), each of which imposes restrictions on our ability to pay
dividends or certain other distributions to the holders of our equity interests. See “Part II, Item 7. Management’s
Discussion and Analysis of Financial Condition and Results of Operations—Description of Our Indebtedness.”
40
Item 6.
Selected Financial Data.
On December 16, 2009, Polymer Holdings, and its consolidated subsidiaries were converted from a
Delaware limited liability company to a Delaware corporation and renamed Kraton Performance Polymers, Inc.
In addition, prior to the closing of the IPO, TJ Chemical, was merged into (and did not survive the merger with)
Kraton. Trading in shares of our common stock on the NYSE commenced on December 17, 2009 under the
symbol “KRA”. On December 22, 2009, Kraton Performance Polymers, Inc., the parent and owner of 100% of
the membership interests in Kraton closed its IPO.
Prior to the reorganization transactions, we were a wholly-owned subsidiary of TJ Chemical and were
indirectly owned by TPG Partners III, L.P., TPG Partners IV, L.P. and certain of their parallel investment
entities, JPMP Capital Corp. and affiliates and certain members of our management.
Kraton Performance Polymers, Inc. closed its IPO on December 22, 2009. Polymer Holdings and its
consolidated subsidiaries are treated as our predecessor entity for financial statement reporting purposes. The
selected historical financial data set forth below presents our historical financial data and the historical financial
data of our predecessor. Accordingly the information presented below for periods prior to December 22, 2009, is
that of Polymer Holdings. The selected financial data covering periods prior to the closing of our IPO may not
necessarily be indicative of our future performance for periods presented prior to December 22, 2009.
The table below sets forth our selected consolidated historical financial data for the periods indicated.
The selected consolidated historical financial data presented below for the years ended December 31, 2006
and 2005 and as of December 31, 2007, 2006 and 2005 have been derived from our audited consolidated
financial statements and are not included elsewhere in this Form 10-K. The selected consolidated historical
financial data presented below for the years ended December 31, 2009, 2008 and 2007 and as of December 31,
2009 and 2008 have been derived from our audited consolidated financial statements, which are included
elsewhere in this Form 10-K.
41
The selected consolidated financial information and other data presented below should be read in
conjunction with the information contained in “Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations,” the audited consolidated financial statements and the notes thereto
included elsewhere in this Form 10-K.
Year ended December 31,
2009
2008
2007
2006
2005
(In thousands, except per share data)
Consolidated Statements of Operations Data:
Operating Revenues
Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $920,362 $1,171,253 $1,066,044 $1,015,766 $952,921
22,670
47,642
Other(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
54,780
23,543
32,355
Total operating revenues . . . . . . . . . . . . .
Cost of Goods Sold(2) . . . . . . . . . . . . . . . . . . . . . .
Gross Profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating Expenses
Research and development expenses . . . . . . .
Selling, general and administrative . . . . . . . . .
Depreciation and amortization of identifiable
968,004
792,472
175,532
1,226,033
971,283
1,089,587
938,556
1,048,121
843,726
975,591
766,012
254,750
151,031
204,395
209,579
21,212
79,504
27,049
101,431
24,865
69,020
24,598
73,776
26,152
72,731
intangibles . . . . . . . . . . . . . . . . . . . . . . . . . .
66,751
53,162
51,917
43,574
44,090
Total operating expenses . . . . . . . . . . . . .
Gain on Extinguishment of Debt . . . . . . . . . . . . .
Equity in Earnings in Unconsolidated Joint
Venture(3)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest Expense, Net
. . . . . . . . . . . . . . . . . . . . . .
Income (Loss) Before Income Taxes . . . . . . . . . .
Income Tax Expense (Benefit) . . . . . . . . . . . . . . .
Net Income (Loss) . . . . . . . . . . . . . . . . . . . . . . . . . $
Earnings (Loss) per common share
167,467
181,642
145,802
141,948
142,973
23,831
403
33,956
(1,657)
(1,367)
437
36,695
36,850
8,431
626
43,484
(37,629)
6,120
168
66,637
(4,022)
29,814
1,516
45,733
22,389
7,999
(290) $
28,419 $ (43,749) $ (33,836) $ 14,390
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
(0.01) $
(0.01) $
1.46 $
1.46 $
(2.26)
(2.26)
Weighted average common shares outstanding
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
19,844
19,844
19,406
19,483
19,375
19,375
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
(1) Other revenues include the sale of by-products generated in the production of IR and SIS.
(2)
In the year ended December 31, 2005 this amount includes $1,684 (in thousands) of additional costs relating
to the sale of inventory, the carrying value of which had been increased to reflect the manufacturing profit in
inventory as part of TPG and JPMP’s acquisition of our company.
(3) Represents our 50% joint venture interest in Kraton JSR Elastomers K.K., which is accounted for using the
equity method of accounting.
Balance Sheet Data
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . .
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2009
2008
2007
2006
2005
As of December 31,
(In thousands)
$ 69,291
974,499
$384,979
$ 101,396
1,031,874
$ 575,316
$ 48,277
984,894
$538,686
$ 43,601
989,153
$582,310
$100,934
966,501
$567,988
2009
2008
2007
2006
2005
Other Data:
Ratio of Earnings to Fixed Charges . . . . . . . . . . . . .
1.0
1.9
0.2
1.5
1.9
42
Our earnings were insufficient to cover our fixed charges for the year ended December 31, 2007 by
approximately $38.1 million.
We consider EBITDA and Adjusted EBITDA an important supplemental measure of our performance and
believe they are frequently used by investors and other interested parties in the evaluation of companies in our
industry. EBITDA and Adjusted EBITDA have limitations as an analytical tool, and you should not consider it in
isolation, or as a substitute for analysis of our results under generally accepted accounting principles (“GAAP”)
in the United States.
Fiscal Year
2009
2008
2007
Other Data
EBITDA(1)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjusted EBITDA(2)(3)
$99,050
91,359
$126,707
152,048
$57,772
68,310
(1) EBITDA represents net income before interest, taxes, depreciation and amortization. We present EBITDA
because it is used by management to evaluate operating performance. We consider EBITDA an important
supplemental measure of our performance and believe it is frequently used by investors and other interested
parties in the evaluation of companies in our industry.
We also use EBITDA for the following purposes: our executive compensation plan bases incentive
compensation payments on our EBITDA performance; and the senior secured credit facilities and the senior
subordinated notes use EBITDA (with additional adjustments) to measure our compliance with covenants
such as leverage and interest coverage.
EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute
for analysis of our results as reported under GAAP. Some of these limitations are:
• EBITDA does not reflect our cash expenditures, or future requirements for capital expenditures or
contractual commitments;
• EBITDA does not reflect changes in, or cash requirements for, our working capital needs;
• EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service
interest or principal payments, on our debts;
•
•
although depreciation and amortization are non-cash charges, the assets being depreciated and
amortized will often have to be replaced in the future, and EBITDA does not reflect any cash
requirements for such replacements; and
other companies in our industry may calculate EBITDA differently than we do, limiting its usefulness
as a comparative measure.
Because of these and other limitations, EBITDA should not be considered as a measure of discretionary cash
available to us to invest in the growth of our business. We compensate for these limitations by relying primarily
on our GAAP results and using EBITDA and Adjusted EBITDA only supplementally. See the Consolidated
Statements of Cash Flows included in our financial statements included elsewhere in this Form 10-K.
(2) We present Adjusted EBITDA as a further supplemental measure of our performance and because we
believe these additional adjustments provide additional and helpful information to securities analysts,
investors and other interested parties evaluating our performance. We prepare Adjusted EBITDA by
adjusting EBITDA to eliminate the impact of a number of items we do not consider indicative of our
ongoing operating performance. We explain how each adjustment is derived and why we believe it is
helpful and appropriate in the subsequent footnote. You are encouraged to evaluate each adjustment and the
reasons we consider it appropriate for supplemental analysis. As an analytical tool, Adjusted EBITDA is
subject to all the limitations applicable to EBITDA. In addition, in evaluating Adjusted EBITDA, you
should be aware that in the future we may incur expenses similar to the adjustments in this presentation. Our
presentation of Adjusted EBITDA should not be construed as an inference that our future results will be
unaffected by unusual or non-recurring items.
43
(3) We reconcile Net Income/(Net Loss) to EBITDA and Adjusted EBITDA as follows:
Net Income/(Net Loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Plus
Fiscal Year
2009
2008
2007
$
(290)
$ 28,419
$(43,749)
Interest expense, net
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax expense (benefit) . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization expenses . . . . . . . . . . . . . . . .
33,956
(1,367)
66,751
36,695
8,431
53,162
43,484
6,120
51,917
EBITDA(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 99,050
$126,707
$ 57,772
EBITDA(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Add (deduct):
Fiscal Year
2009
2008
2007
$ 99,050
$126,707
$ 57,772
Sponsor fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . .
Restructuring and related charges(b) . . . . . . . . . . . . . . . . . . .
Other non-cash expenses(c) . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on extinguishment of debt(d) . . . . . . . . . . . . . . . . . . . .
2,000
9,677
4,463
(23,831)
2,000
13,671
9,670
—
2,000
5,633
2,905
—
Adjusted EBITDA(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 91,359
$152,048
$ 68,310
(a) EBITDA and Adjusted EBITDA in 2009 were negatively impacted by approximately $17.6 million due
to the sale of inventory produced when raw material costs were higher than the then current
replacement cost. This large effect in 2009, which is included in EBITDA and Adjusted EBITDA
amounts reflected above, was a result of the dramatic and swift decline in raw material costs from
record high levels in the fourth quarter of 2008 (where the negative impact was approximately
$2.3 million). Conversely, in 2008, EBITDA and Adjusted EBITDA, as reflected above, were
positively impacted by approximately $37.1 million due to the sale of inventory produced when raw
material costs were lower than the then current replacement cost.
(b) 2009 costs consist principally of the costs to exit our Pernis facilility and the one-time cost to terminate
the sponsor management fee arrangement; 2008 costs consist primarily of severance and retention costs
associated with the restructuring of our Westhollow Technical Center and our research and technical
services organizations, senior management changes in the first quarter and workforce reductions in the
fourth quarter; 2007 costs are primarily costs in connection with the shutdown of our SIS plant in
Pernis; and 2006 costs consist primarily of severance and other costs in connection with the
rationalization of our facility in Belpre, Ohio and our U.S. headquarters, and charges related to a
reorganization of our activities in Asia-Pacific and Belgium. All periods also reflect costs associated
with evaluating merger and acquisition transactions and potential debt refinancing.
Restructuring and related charges discussed above were recorded in the Consolidated Statements of
Operations, as follows.
Cost of goods sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Research and development . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative . . . . . . . . . . . . . . . . . . . .
Total restructuring and related charges . . . . . . . . . . . . . . . . .
Fiscal Year
2009
2008
2007
$6,747
$ —
$2,930
$9,677
$
355
$ 2,430
$10,886
$13,671
$2,438
$ 345
$2,850
$5,633
(c) For all periods, consists primarily of non-cash compensation, asset impairment charges and losses on
the sale of fixed assets. For 2008 and 2009, also reflects the non-cash adjustment to lower inventory
from first in first out cost to market value.
(d) 2009 reflects the non-recurring cash gain related to bond repurchases.
44
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
INTRODUCTION
Management’s Discussion and Analysis should be read in conjunction with the Item 8. Financial Statements
and Supplementary Data. This discussion contains forward-looking statements and involves numerous risks and
uncertainties, including, but not limited to those described in the “Item 1A. Risk Factors.” Actual results may
differ materially from those contained in any forward-looking statements.
OVERVIEW
Kraton Performance Polymers is a global producer of styrenic block copolymers, or SBCs, a family of
performance polymer products whose chemistry we pioneered over 40 years ago. SBCs are highly-engineered
synthetic elastomers which enhance the performance of numerous products by delivering a variety of performance-
enhancing characteristics, including greater flexibility, resilience, strength, durability and processability, and are a
fast growing subset of the elastomers industry. Our polymers are typically formulated or compounded with other
products to achieve improved, customer specific performance characteristics in a variety of applications.
We offer our customers a broad portfolio of products that includes approximately 200 core commercial
grades of SBCs. We manufacture our products along five primary product lines based upon polymer chemistry
and process technologies: (1) unhydrogenated SBCs, or USBCs which represented approximately 66% of our
2009 sales revenue (which excludes by-product sales); (2) hydrogenated SBCs, or HSBCs which represented
approximately 32% or our 2009 sales revenue (which excludes by-product sales); (3) isoprene rubber, or IR;
(4) isoprene rubber latex, or IRL; and (5) Compounds. The majority of worldwide SBC capacity is dedicated to
the production of USBCs, which are primarily used in the Paving and Roofing, Adhesives, Sealants and Coatings
and Footwear end-use applications. HSBCs, which are significantly more complex and capital-intensive to
manufacture than USBCs, are primarily used in higher value-added end-uses, including soft touch and flexible
materials, personal hygiene products, medical products, automotive components and certain adhesives and
sealant applications.
We serve three core end-use markets: (1) Advanced Materials, which represented 31% of 2009 sales
revenue; (2) Adhesives, Sealants and Coatings, which represented 32% of 2009 sales revenue; and (3) Paving
and Roofing, which represented 26% of 2009 sales revenue. We also serve a fourth market, an Emerging
Businesses category, which includes our IRL activity, which represented 7% of 2009 sales revenue. We believe
that the diversity and depth of our product portfolio is unmatched in the industry, serving the widest set of
applications within each end-use.
2009 Financial Highlights
• Operating revenues declined by 21.0% from 2008, primarily due to a 16.9% decline in sales volume.
Although the effects of the global economic downturn negatively impacted our volume and operating
revenues throughout 2009, our sales volume in the fourth of 2009 exceeded the sales volume in the
fourth quarter of 2008 by 16.0%.
• Gross profit amounted to 18.1% of operating revenue in 2009 compared to 20.8% in 2008.
• Cash provided by operating activities amounted to $72.8 million in 2009 compared to $40.2 million in
2008. Capital expenditures were $53.4 million in 2009 compared to $24.1 million in 2008. In 2009, we
completed our global ERP project which significantly enhanced our global information technology
capabilities. Included in the 2009 capital expenditures is $15.3 million associated with this project.
• We completed an IPO in December 2009, raising net proceeds of approximately $138.0 million.
• We retired $37.0 million of face amount of our Senior Secured Notes for $13.7 million. Coupled with
the $100.0 million of IPO proceeds used to reduce our outstanding term debt, and the full repayment of
45
our revolving credit borrowings which stood at $50.0 million at December 31, 2008, we reduced total
indebtedness by $190.3 million from December 31, 2008 to December 31, 2009.
• We amended and extended our revolving credit facility which increased the maximum borrowings
from $75.5 million to $80.0 million and extended the maturity on $79.8 million of the facility from
May 2011 to May 2013.
Factors Affecting Our Results of Operations
Raw Materials. Our results of operations are directly affected by the cost of raw materials. We use three
monomers as our primary raw materials in the manufacture of our products: styrene, butadiene and isoprene.
These monomers together represented approximately 43%, 49% and 51% of our total cost of goods sold for the
years ended December 31, 2009, 2008 and 2007, respectively. The cost of these monomers has generally been
correlated with changes in crude oil prices and affected by global supply and demand and global economic
conditions. The market prices for styrene and butadiene monomers declined significantly late in 2008 and into
the first half of 2009. Butadiene prices bottomed in the second quarter of 2009 and styrene prices bottomed in
January 2009. Pricing for these two monomers generally increased and stabilized during the remainder of 2009.
Alternately, spot isoprene prices peaked in late 2008, then declined in the first quarter of 2009, increased during
the second quarter of 2009, stabilized, then increased again in the fourth quarter of 2009.
International Operations and Currency Fluctuations. We operate a geographically diverse business
serving customers in more than 60 countries from five manufacturing plants in five countries. For the twelve
months ended December 31, 2009, 42% of total operating revenues were generated from customers located in the
Americas, 37% in Europe and 21% in the Asia Pacific region. Although we sell and manufacture our products in
many countries, our sales and production costs are mainly denominated in U.S. dollars, Euros, Japanese Yen and
Brazilian Real. From time to time, we use hedging strategies to reduce our exposure to currency fluctuations. For
example, On February 18, 2009, we entered into a foreign currency option contract to reduce our exposure to
fluctuations in the Euro to U.S. dollar exchange rate for a notional amount of €47.3 million that expired on
December 29, 2009. We settled the hedge on December 31, 2009, with a gain of $1.9 million which represented
the mark-to-market impact of the purchased option contract. The gains were recorded in selling, general, and
administrative expense on the Consolidated Statements of Operations.
For the years ended December 31, 2009, 2008, and 2007, the estimated pre-tax income / (loss) from
currency fluctuations, including the cost of hedging strategies amounted to $3.3 million loss, $4.5 million
income, and $3.2 million income.
In addition, our financial results are subject to gains and losses on currency translations, which occur when
the financial statements of foreign operations are translated into U.S. dollars. The financial statements of
operations outside the United States where the local currency is considered to be the functional currency are
translated into U.S. dollars using the exchange rate at each balance sheet date for assets and liabilities and the
average exchange rate for each period for revenues, expenses, gains and losses and cash flows. The effect of
translating the balance sheet into U.S. dollars is included as a component of other comprehensive income (loss)
in stockholders’/ member’s equity. Any appreciation of the functional currencies against the U.S. dollar will
increase the U.S. dollar equivalent of amounts of revenues, expenses, gains and losses and cash flows, and any
depreciation of the functional currencies will decrease the U.S. dollar amounts reported.
Seasonality. Our business is subject to seasonality that may affect our quarterly operating results. Seasonal
changes and weather conditions typically affect the Paving and Roofing end-use market. In particular, sales
volumes for paving products generally rise in the warmer months and generally decline during the colder months
of fall and winter. Roofing product sales volumes tend to be more consistent throughout the year. Abnormally
cold or wet seasons may cause reduced purchases from our Paving and Roofing customers. However, because
seasonal weather patterns are difficult to predict, we cannot accurately estimate fluctuations in our quarterly
46
Paving and Roofing sales in any given year. Our other end-use markets, Advanced Materials and Adhesives,
Sealants and Coatings, however, tend to show relatively little seasonality. In 2009, 18% of our sales volume was
in the first quarter, 28% was in the second quarter, 31% was in the third quarter, and 23% was in the fourth
quarter.
Recent Developments
Initial Public Offering. On December 16, 2009, Polymer Holdings, and its consolidated subsidiaries were
converted from a Delaware limited liability company to a Delaware corporation and renamed Kraton Performance
Polymers, Inc. In addition, prior to the closing of the IPO, TJ Chemical, was merged into (and did not survive the
merger with) Kraton. Trading in shares of our common stock on the NYSE commenced on December 17, 2009
under the symbol “KRA”. On December 22, 2009, Kraton Performance Polymers, Inc., the parent and owner of
100% of the membership interests in Kraton closed its IPO. Including 887,082 shares issued on January 7, 2010
following the exercise of the underwriters’ over-allotment option, the aggregate shares issued in connection with the
IPO amounted to 11,181,200 shares, at a price of $13.50 per share, and the net proceeds after the underwriting
discounts and commissions and fees and expenses amounted to approximately $138.0 million. We used $100.0
million of the net proceeds to prepay outstanding indebtedness, with the balance available for general corporate
purposes, including to fund strategic capital projects such as alternative production capabilities for Isoprene Rubber,
or IR, the development of additional capacity in our Isoprene Latex , or IRL, business, and/or the continuation of
our upgrade of certain systems and operating controls at our Belpre, Ohio facility.
Exit from Pernis facility. Consistent with our announcement in the third quarter of 2009, we ceased
production at our Pernis facility on December 31, 2009, where, prior to the exit we manufactured IR. We
currently anticipate transferring IR production to our Belpre, Ohio facility. We are in the process of completing
project planning, including assessing capital expenditure requirements, for producing the alternative capacity.
The capital expenditure requirements could be a multiple of the annual cost savings we expect to realize from the
exit of the Pernis facility. We plan to satisfy customer demand for IR with inventory currently on hand and we
believe the cash flow from the sale of IR inventory will likely mitigate a significant portion of the cash
requirements for the alternative capacity.
In connection with the exit, we incurred $3.9 million in asset retirement obligations, $6.0 million in
restructuring costs and a $1.1 million non-cash charge to write-down our inventory of spare parts. The estimated
asset retirement obligations and restructuring costs of $5.1 million and $6.0 million were recorded in the third
quarter of 2009, respectively. The asset retirement obligations were adjusted pursuant to the settlement
agreement in December 2009. The settlement agreement calls for total payments of approximately $10.0 million
and will be paid in full on or about May 2010. In January 2010 we made two payments totaling $7.5 million. We
expect the exit of our Pernis facility will result in an incremental cost savings of approximately $12.0 million per
annum beginning in January 2010.
We performed an impairment test on the related property and equipment at September 30, 2009 pursuant to
Accounting Standards Codification™ (ASC), 360-10-35, and concluded that there was no impairment. The $14.9
million of property and equipment related to Pernis was fully depreciated as of December 31, 2009.
Prior to the 2009 exit from Pernis, on September 20, 2007, we exited the SIS plant at the Pernis facility, and
relocated our SIS production to our other production facilities as part of our cost reduction efforts. This resulted
in a contractor workforce reduction and provided annual cost savings of approximately $10 million. The exit plan
was completed in the first half of 2008. As a result of exiting the SIS plant, we recorded a liability associated
with the plan of approximately $2.1 million, consisting of $1.8 million in contractor workforce reduction and
$0.3 million in other associated costs. The entire amount of the charge consisted of cash expenditures in the first
and second quarters of 2008.
Amendments to the senior credit facility. On October 20, 2009, Kraton amended its senior credit facility to
permit, in each case subject to the terms and conditions of the senior credit facility, (i) the establishment of
47
separate classes of commitments to replace all or a portion of the existing revolving commitments , (ii) the
conversion of all or a portion of existing term loans into separate classes of extended term loans that extend the
scheduled amortization and maturity of the existing term loans and (iii) the incurrence of indebtedness secured
pari passu with the current lenders to refinance existing term loans. See “Part II, Item 7“—Description of Certain
Indebtedness” for further discussion.
On November 30, 2009, Kraton amended the revolving credit portion of its senior credit facility. The
amendment increased the maximum available borrowing under the revolving commitments from $75.5 million to
$80.0 million and extended the maturity on $79.8 million of the revolving commitments from May 2011 to May
2013. The amendment increased the interest rate on the extended portion of the revolving commitments by 100
basis points, bringing it to the adjusted Eurodollar rate plus a margin of between 3.00% and 3.50% per annum,
depending on Kraton’s consolidated leverage ratio, or at Kraton’s option, the base rate plus a margin between
2.00% and 2.50% per annum, depending on Kraton’s consolidated leverage ratio. In addition, the unused
commitment fee was increased by 25 basis points bringing it to 75 basis points.
Completion of the ERP software systems. In November 2009 we completed the ERP software systems
migration utilizing a single global system, implementing best practices for our industry. In addition to providing
increased reliability, we anticipate ongoing cost savings of $5 million to $10 million per annum will be achieved
as a result of the new ERP system.
Customer Event. We have received a communication from a law firm asserting that approximately $13.5
million in alleged payments to us from SemGroup, L.P. and/or one or more of its affiliates (collectively
“SemGroup”), during the 90-day period preceding SemGroup’s Chapter 11 bankruptcy filing on July 22,
2008, appear to constitute preferential payments avoidable and recoverable under sections 547 and 550 of the
United States Bankruptcy Code. In this regard, no formal claim has been asserted against us in the bankruptcy
court as of this date. However, we intend to vigorously defend any such claim if it is made against us,
and although the ultimate outcome of any such matter cannot be determined with certainty, we believe we would
have a number of defenses to any such claim, including, without limitation, defenses concerning the ordinary
course of business and the timing of certain product deliveries made by Kraton to SemGroup prior to the date of
its bankruptcy filing. At this time, we have recorded no provision for losses in connection with this matter.
Further we do not believe that any claim, if one is asserted, will have a material adverse impact on our business,
financial condition, or results of operations.
Overall market demand for asphalt has not been materially impacted by SEM’s bankruptcy and SEM’s
bankruptcy has not materially impacted our sales volumes in our Paving and Roofing end-use markets, although
our sales volumes have been impacted by the economic trends that have prevailed worldwide over the past year.
Pricing. We recently announced the implementation of a series of global price increases, which were
generally broad-based across our end-use markets and in response to the increase in raw material and energy
costs.
Outlook
Economic conditions around the globe seem to be improving however; there remains a level of uncertainty
as to how strong the economic recovery will be in the near-term. Given the operating leverage momentum we
created in the latter part of 2009 resulting from smart pricing, fixed cost reductions, and productivity
enhancement initiatives, we remain optimistic about the impact even modest economic recovery will have on
business results for us in 2010. We will continue to drive our top-line growth from commercializing our exciting
innovation portfolio with our valued customers. We currently expect 2010 first-quarter sales volume will
continue the double-digit growth trend experienced in the fourth quarter of 2009, as compared to the previous
year’s applicable calendar quarter.
48
Historically we generally absorb cash in our first quarter and generate positive cash flow later in the year.
We expect this trend to continue in 2010, but we will likely absorb more cash in the first quarter 2010, verses the
historical first quarter of prior years, due to the mix of suppliers of monomers and the costs to support the
aforementioned sales growth in the first quarter of 2010 compared to the first quarter of 2009. In addition, in
January 2010 we made two payments totaling $7.5 million associated with the Pernis exit.
Results of Operations
The following table summarizes certain information relating to our operating results that has been derived
from our consolidated financial statements.
Year ended December 31,
2009
2008
2007
Consolidated Statements of Operations Data:
Operating Revenues
Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$920,362
47,642
$1,171,253
54,780
$1,066,044
23,543
Total operating revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of Goods Sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
968,004
792,472
1,226,033
971,283
1,089,587
938,556
Gross Profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
175,532
254,750
151,031
Operating Expenses
Research and development expenses . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization of identifiable intangibles . . . . . . . . . .
21,212
79,504
66,751
Total operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
167,467
Gain on Extinguishment of Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity in Earnings in Unconsolidated Joint Venture(2)
. . . . . . . . . . . .
Interest Expense, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income (Loss) Before Income Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income Tax Expense (Benefit)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
23,831
403
33,956
(1,657)
(1,367)
27,049
101,431
53,162
181,642
—
437
36,695
36,850
8,431
24,865
69,020
51,917
145,802
—
626
43,484
(37,629)
6,120
Net Income (Loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
(290) $
28,419
$ (43,749)
(1) Other revenues include the sale of by-products generated in the production of IR and SIS.
(2) Represents our 50% joint venture interest in Kraton JSR Elastomers K.K., which is accounted for using the
equity method of accounting.
49
The following table summarizes certain information relating to our operating results as a percentage of total
revenues and has been derived from the financial information presented above. We believe this presentation is
useful to investors in comparing historical results. Certain amounts in the table may not sum due to the rounding
of individual components.
Year ended December 31,
2009
2008
2007
Consolidated Statements of Operations Data:
Operating Revenues
Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total operating revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of Goods Sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross Profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating Expenses
95.1% 95.5% 97.8%
4.5
4.9
100.0
100.0
79.2
81.9
20.8
18.1
2.2
100.0
86.1
13.9
Research and development expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization of identifiable intangibles . . . . . . . . . . . . . . . . . . . . . .
Total operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on Extinguishment of Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity in Earnings in Unconsolidated Joint Venture(2)
Interest Expense, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income (Loss) Before Income Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income Tax Expense (Benefit)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net Income (Loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — % 2.3% (4.0)%
. . . . . . . . . . . . . . . . . . . . . . . . —
3.5
(0.2)
(0.1)
2.2
2.2
8.3
8.2
4.3
6.9
17.3
14.8
2.5 —
—
3.0
3.0
0.7
2.3
6.3
4.8
13.4
—
0.1
4.0
(3.5)
0.6
(1) Other revenues include the sale of by-products generated in the production of IR and SIS.
(2) Represents our 50% joint venture interest in Kraton JSR Elastomers K.K., which is accounted for using the
equity method of accounting.
Year Ended December 31, 2009 Compared to Year Ended December 31, 2008
Operating Revenues
Operating revenues includes revenue from the sale of our core products and the sale of small quantities of
by-products resulting from the manufacturing process of IR. For the year ended December 31, 2009 total
operating revenues decreased $258.0 million or 21.0% compared to the same period in 2008.
Sales decreased $250.9 million or 21.4%. The decline in sales was the result of:
•
•
•
a $168.5 million decline in sales volume from 313.1 kilotons in 2008 to 260.3 kilotons in 2009. The
52.8 kilotons or 16.9% decline in sales volume was largely the result of weak first half demand where
year-over-year volume was 52.5 kilotons below the first half of 2008. Demand was negatively
impacted by the global economic slowdown,
a $59.1 million decline in global product sales prices, including the effect on sales prices from changes
in the cost of monomers, and product mix,
a $23.3 decline from changes in foreign currency exchange rates, principally from a weaker Euro
versus U.S. dollar in 2009 compared to 2008.
50
The following are the primary factors influencing our sales revenue in each of our in these end-use markets:
•
•
•
•
In our Adhesives, Sealants and Coatings end-use market, sales amounted to $297.5 million in 2009, a
decline of $75.7 million or 20.3% from 2008 sales of $373.2 million. Sales were down due to the
general weak demand in the first half of 2009 due to the global economic crisis. We experienced a
decline in overall demand that began in the fourth quarter of 2008 and continued into 2009. However,
we did experience positive trends during the year, including increased demand for non-woven
adhesives applications such as for diapers and hygiene products along with continued growth in
commercial and specialty tapes and labels.
In our Advanced Materials end-use market, sales amounted to $281.8 million in 2009, a decline of
$73.1 million or 20.6% from 2008 sales of $354.9 million. Our sales volume into key markets such as
automotive, consumer electronics/appliances and personal care applications declined commensurate
with global economic conditions; however, as market conditions improved late in the third quarter and
continued through the fourth quarter of 2009, volume began to recover. HSBC sales were up 20% in
the fourth quarter of 2009 compared to the fourth quarter of 2008, as demand for consumer electronics
and personal care items returned. There was also an improvement in innovation programs that were
delayed in the first-half of 2009 which began to move forward by year end.
In our Paving and Roofing end-use market, sales amounted to $242.9 million in 2009, a decline of
$122.4 million or 33.5% from 2008 sales of $365.3 million. Roofing applications were lower due to the
overall decline in construction activity, particularly in the commercial sector. We also experienced a
decline in our paving business, largely due to delays associated with the uncertainty around the impact
of the U.S. government economic stimulus spending and budgetary constraints on state and local
government spending.
In our Emerging Businesses end-use market, sales amounted to $60.8 million in 2009, an increase of
$26.0 million or 74.7% from 2008 sales of $34.8 million. The increase reflects the continued
penetration of our IR and IRL products in applications such as surgical gloves and condoms.
Other revenue decreased $7.1 million or 13.0%. Other revenue primarily consists of the sales of small
quantities of by-products resulting from the manufacturing process of IR, which is offset by a corresponding cost
included in cost of goods sold.
Cost of Goods Sold
Cost of goods sold for the year ended December 31, 2009 decreased $178.8 million or 18.4% compared to
the same period in 2008. The decrease was driven primarily by:
•
•
•
•
•
a $127.3 million decrease related to the decline in sales volume,
a $37.1 million decrease in monomer and other production costs,
a $18.8 million decrease from changes in foreign currency exchange rates,
a $7.1 million decrease due to lower by-product costs, offset by
a $11.5 million increase in plant turnaround costs. The increase in turnaround costs reflects major
maintenance at our Wesseling, Germany and Berre, France facilities, which are required by regulatory
authorities required every six years.
The spread between first-in, first-out or FIFO basis and current replacement cost resulted in an increase in
cost of goods sold in 2009 of approximately $17.6 million and a decrease in cost of goods sold of approximately
$37.1 million in 2008.
As a percentage of operating revenues, cost of goods sold increased to 81.9% from 79.2%.
51
Gross Profit
Gross profit for the year ended December 31, 2009 decreased $79.2 million or 31.1% compared to the same
period in 2008. The decrease was driven primarily by a decrease in sales volume. As a percentage of operating
revenues, gross profit decreased to 18.1% from 20.8%. On an estimated replacement cost basis, gross profit
margins would have been 19.9% and 17.7% in 2009 and 2008, respectively.
Operating Expenses
Operating expenses for the year ended December 31, 2009 decreased $14.2 million or 7.8% compared to the
same period in 2008. The decrease was driven primarily by:
•
•
•
a $5.8 million or 21.6% decrease in research and development expenses. The decrease was largely due
to a $2.1 million one-time cost of severance incurred in 2008, and approximately $2.7 million in
staffing related savings in 2009 associated with the realignment of our Research and Technology
Service organization. As a percentage of operating revenues, research and development was unchanged
at 2.2%.
a $21.9 million or 21.6% decrease in selling, general and administrative expenses. The decrease was
primarily due to a reduction of our incentive compensation costs of $13.4 million and lower
restructuring and related costs of $7.9 million. As a percentage of operating revenues, selling, general
and administrative expenses decreased to 8.2% from 8.3%.
a $13.6 million or 25.6% increase in depreciation and amortization expenses. The increase was largely
due to the one-time accelerated depreciation associated with the shutdown and exit of the Pernis
facility as of December 31, 2009. As a percentage of operating revenues, depreciation and amortization
expenses increased to 6.9% from 4.3%.
Interest Expense, Net.
Interest expense, net for the year ended December 31, 2009 decreased $2.7 million or 7.4% to $34.0 million
compared to $36.7 million during the same period in 2008. The decrease was primarily due to lower interest
rates, amortized gains from our interest rate swap that was settled in June 2008 and lower debt balances; partially
offset by the write off of approximately $1.5 million of deferred financing costs and the ineffective portion of our
2010 interest rate swap associated with the prepayment of $100 million on the term portion of Kraton’s senior
secured credit facility. The average debt balances outstanding were $531.0 million for the year ended
December 31, 2009 and $562.4 million for the year ended December 31, 2008. The effective interest rates on our
debt were 6.4% for the year ended December 31, 2009 and 6.5% for the year ended December 31, 2008.
Income Tax Expense
Income tax expense for the year ended December 31, 2009 was a tax benefit of $1.4 million compared to an
income tax expense of $8.4 million for the year ended December 31, 2008. The effective tax rate for the year
ended December 31, 2009 was 82.5% compared to 22.9% for the year ended December 31, 2008.
52
The provision for income taxes differs from the amount computed by applying the U.S. statutory income tax
rate to income from continuing operations before income taxes for the reasons set forth below:
Income Taxes at the Statutory Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign Tax Rate Differential . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Permanent Differences—Netherlands Participation Exemption . . . . . . . . . . . . . . .
Permanent Differences—Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Differences in Foreign Earnings Remitted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax Credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax Benefit Related to Foreign Losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in Valuation Allowance and Uncertain Tax Positions . . . . . . . . . . . . . . . .
December 31,
2009
2008
2007
(in thousands)
$ (580) $12,897
(3,294)
(86)
(903)
682
6,354
—
—
—
(7,219)
(97)
(225)
(784)
(48)
4,165
(122)
(189)
(2,597)
(890)
$(13,171)
3,331
(3,012)
—
(144)
4,043
—
—
—
15,073
Income Tax Expense (Benefit) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$(1,367) $ 8,431
$ 6,120
Income Taxes at the Statutory Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign Tax Rate Differential
State Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Permanent Differences—Netherlands Participation Exemption . . . . . . . . . . . . . . . . . . .
Permanent Differences—Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Differences in Foreign Earnings Remitted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax Credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax Benefit Related to Foreign Losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in Valuation Allowance and Uncertain Tax Positions . . . . . . . . . . . . . . . . . . . .
December 31,
2009
2008
2007
35.0% 35.0% 35.0%
5.9% (8.9)% (8.9)%
13.6% (0.2)% 8.0%
47.3% (2.5)% 0.0%
2.9% 1.9% 0.4%
(251.4)% 17.2% (10.7)%
7.4% 0.0% 0.0%
11.4% 0.0% 0.0%
156.7% 0.0% 0.0%
53.7% (19.6)% (40.1)%
Effective Tax Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
82.5% 22.9% (16.3)%
Net Income (Loss)
Net loss was $0.3 million for the year ended December 31, 2009, a decrease of $28.7 million compared to a
net income of $28.4 million in the same period in 2008. Earnings and loss per share amounted to $(0.01) and
$1.46 in 2009 and 2008, respectively.
Year Ended December 31, 2008 Compared to Year Ended December 31, 2007
Operating Revenues
Operating revenues includes revenue from the sale of our core products and the sale of small quantities of
by-products resulting from the manufacturing process of IR. For the year ended December 31, 2008 operating
revenue increased $136.4 million or 12.5% compared to the same period in 2007.
Sales increased $105.2 million or 9.9%. The increase in sales was the result of:
• An increase in global product sales prices and changes in product mix of $173.3 million,
• An increase from the impact of changes in foreign currency exchange rates of $50.1 million, partially
offset by,
•
a $118.2 million decrease related to a 44.5 kiloton, or 12.4% decline in sales volume.
53
Sales volume amounted to 313.1 kilotons in 2008 compared to 357.6 kilotons in 2007.
The increase in sales revenue of $105.2 million or 9.9% was primarily comprised of an increase in sales
revenue of $42.0 million, $11.2 million, $45.0 million and $11.8 million in the Adhesives, Sealants and Coatings,
the Advanced Materials, the Paving and Roofing and the Emerging Businesses end-use markets, respectively.
The increase in sales revenue was partially offset by decreases totaling $4.8 million in the Other Markets end-use
markets. The following are the primary factors influencing sales volumes:
• Overall, volume was constrained due to butadiene availability in 2008.
•
•
In our Adhesives, Sealants and Coatings end-use market, raw material availability was a primary
driver, affecting North American tape and formulator customers.
In our Advanced Materials end-use market, general weakness resulting from global economic
conditions, partially offset by a modest growth in emerging markets due to increased demand for high
quality isoprene latex rubber, used in medical applications.
We implemented a series of global price increases beginning in August 2008, which were generally broad-
based across our end-use markets and in response to the increase in raw material and energy costs. As a result, even
though sales volumes declined year-over-year, we experienced revenue growth in each of our end-use markets.
Other revenue increased $31.2 million or 132.7%. Other revenue primarily consists of the sales of small
quantities of residual products that are a by-product of the manufacturing process of IR; however the increase is
offset by a corresponding increase in cost of goods sold.
Cost of Goods Sold
Cost of goods sold for the year ended December 31, 2008 increased $32.7 million or 3.5% compared to the
same period in 2007. The increase was driven primarily by:
•
•
•
•
•
a $39.2 million increase from changes in foreign currency exchange rates,
a $37.1 million increase in monomer and other production costs,
a $31.2 million increase in by-product cost, and
a $8.1 million increase due to a lower-of-cost-or-market adjustment of our finished goods inventory,
partially offset by
a $82.9 million decline in cost of goods sold directly related to the decline in sales volume.
As a percentage of operating revenues, cost of goods sold decreased to 79.2% from 86.1%.
Gross Profit
Gross profit for the year ended December 31, 2008 increased $103.7 million or 68.7% compared to the same
period in 2007. As a percentage of operating revenues, gross profit increased to 20.8% from 13.9%.
Operating Expenses
Operating expenses for the year ended December 31, 2008 increased $35.8 million or 24.6% compared to
the same period in 2007. The increase was driven primarily by:
Research and development increased $2.2 million or 8.8%. The increase was largely due to the costs
associated with the realignment of our Research and Technology Service organization. As a percentage of
operating revenues, research and development decreased to 2.2% from 2.3%.
Selling, general and administrative increased $32.4 million or 47.0%. The increase was primarily due to
$13.4 million associated with our incentive compensation plan, $4.1 million from changes in foreign currency
54
exchange rates, $5.5 million associated with senior executive and other management changes, $3.9 million in
severance related charges, $1.2 million related to analysis of refinancing options and $0.8 million related to the
initial implementation cost associated with our ERP implementation. As a percentage of operating revenues,
selling, general and administrative increased to 8.3% from 6.3%.
Depreciation and amortization of identifiable intangibles increased $1.2 million or 2.4%. The increase in
depreciation and amortization expense reflects assets that were under construction in prior periods that were
completed and placed in service, including our polyisoprene latex plant at our Paulinia, Brazil facility,
accelerated depreciation on the SIS plant assets at our Pernis facility beginning in September 2007, and changes
in foreign currency exchange rates.
Equity in Earnings of Unconsolidated Joint Venture
The Kashima, Japan plant is operated by a manufacturing joint venture with JSR under the name Kraton
JSR Elastomers K.K. We use the equity method of accounting for our joint venture at the Kashima site. Earnings
in the joint venture decreased $0.2 million or 30.2% for the year ended December 31, 2008 compared to the same
period in 2007.
Interest Expense, Net
Interest expense, net for the year ended December 31, 2008 decreased $6.8 million or 15.6% to $36.7
million compared to $43.5 million during the same period in 2007. The decrease was primarily due to lower
interest rates, amortized gains from our interest rate swap and lower debt balances. The average debt balances
outstanding were $562.7 million and $565.6 million, respectively. The effective interest rates on our debt during
the same periods were 6.5% and 7.5%, respectively.
Income Tax Expense
Income tax expense was $8.4 million for the year ended December 31, 2008, as compared to $6.1 million
for the year ended December 31, 2007. Income tax expense increased by $2.3 million primarily due to an
increase of taxable income. The effective tax rate was 22.9% for the year ended December 31, 2008, as compared
to (16.3%) for the year ended December 31, 2007. Our effective tax rate for the current period was less than our
statutory rate primarily due to not recording a tax benefit for certain net operating loss carryforwards generated
during that period and recognition of deferred tax assets on U.S. operations that were previously offset by
valuation allowances, as well as a different income mix between foreign and domestic tax jurisdictions. Our
effective tax rate for the prior period was less than our statutory rate primarily due to not recording a tax benefit
for certain net operating loss carryforwards generated during that period and a different income mix between
foreign and domestic tax jurisdictions.
Net Income (Loss)
Net income was $28.4 million for the year ended December 31, 2008, an improvement of $72.2 million
compared to a net loss of $43.7 million in 2007. Earnings and loss per share amounted to $1.46 and $(2.26) in
2008 and 2007, respectively.
Critical Accounting Policies
The application of accounting policies and estimates is an important process that continues to evolve as our
operations change and accounting guidance is issued. We have identified a number of critical accounting policies
and estimates that require the use of significant estimates and judgments.
Management bases its estimates and judgments on historical experience and on other various assumptions
that they believe are reasonable at the time of application. The estimates and judgments may change as time
passes and more information becomes available. If estimates and judgments are different than the actual amounts
recorded, adjustments are made in subsequent periods to take into consideration the new information.
55
Inventories. Our inventory is principally comprised of finished goods inventory. Inventories are stated at the
lower of cost or market as determined on a first-in, first-out basis. On a quarterly basis, we evaluate the carrying
cost of our inventory to ensure that it is stated at the lower of cost or market. Our products are typically not
subject to spoiling or obsolescence and consequently our reserves for slow moving and obsolete inventory have
historically not been significant. Cash flows from the sale of inventory are reported in cash flows from operations
in the consolidated statement of cash flows.
Property, Plant and Equipment. Property, plant and equipment is recorded at cost. Major renewals and
improvements which extend the useful lives of equipment are capitalized. Repair and maintenance expenses are
charged to operations as incurred. Disposals are removed at carrying cost less accumulated depreciation with any
resulting gain or loss reflected in operations. When applicable, we capitalize interest costs which are incurred as
part of the cost of constructing major facilities and equipment. We did not record any capitalized interest in any
periods presented. Depreciation is provided using the straight-line method over the following estimated useful
lives:
Machinery and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Building and land improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Computer hardware/information systems . . . . . . . . . . . . . . . . . . . . . . . .
Office equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Research equipment and facilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vehicles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
20 years
20 years
3 years
5 years
5 years
5 years
Long-Lived Assets. In accordance with Impairment or Disposal of Long-Lived Assets Subsections of FASB
ASC Subtopic 360-10, Property, Plant, and Equipment—Overall, (FASB Statement No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets, long-lived assets, such as property, plant, and equipment, and
purchased intangible assets subject to amortization, are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a
long-lived asset or asset group be tested for possible impairment, we first compare undiscounted cash flows
expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived
asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the
extent that the carrying value exceeds its fair value. Fair value is determined through various valuation
techniques including discounted cash flow models, quoted market values and third-party independent appraisals,
as considered necessary.
Income Taxes. We conduct operations in separate legal entities; as a result, income tax amounts are
reflected in these consolidated financial statements for each of those jurisdictions.
Net operating losses and credit carryforwards are recorded in the event such benefits are expected to be
realized. Deferred taxes result from differences between the financial and tax bases of our assets and liabilities
and are adjusted for changes in tax rates and tax laws when changes are enacted. Valuation allowances are
recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. In
determining whether a valuation allowance is required, the company evaluates primarily (a) the impact of
cumulative losses in past years, and (b) current and/or recent losses. A recent trend in earnings despite
cumulative losses is a pre-requisite to considering not recording a valuation allowance.
In assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some
portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income during the periods in which those temporary differences
become deductible. We consider the scheduled reversal of deferred tax liabilities, projected future taxable income
and tax planning strategies in making this assessment. Based upon the level of historical taxable income and
projections for future taxable income over the periods in which the deferred tax assets are deductible, we believe
it is more likely than not that we will realize the benefits of these deductible differences, net of the existing
valuation allowances.
56
Benefit Plans. We sponsor a noncontributory defined benefit pension plan, a non-qualified defined benefit
pension plan, and other postretirement benefit plans. The actuarial determination of the projected benefit
obligations and related benefit expense requires that certain assumptions be made regarding such variables as
expected return on plan assets, discount rates, rates of future compensation increases, estimated future employee
turnover rates and retirement dates, distribution election rates, mortality rates, retiree utilization rates for health
care services and health care cost trend rates. The selection of assumptions requires considerable judgment
concerning future events and has a significant impact on the amount of the obligations recorded in the
consolidated balance sheets and on the amount of expense included in the consolidated statements of operations.
Capital market declines experienced during the last half of 2008 have adversely impacted the market value
of investment assets used to fund our defined benefit pension plans. Future changes in plan asset returns,
assumed discount rates and various other factors related to our pension and post-retirement plans will impact
future pension expense and liabilities.
Revenue Recognition. We recognize revenue from the time title transfers. We classify amounts billed to
customers for shipping and handling as revenues, with the related shipping and handling costs included in cost of
goods sold.
We have entered into agreements with some of our customers, whereby they earn rebates from us when the
volume of their purchases of our products reaches certain agreed upon levels. We recognize the rebate obligation
under these agreements as a reduction of revenue based on an allocation of the cost of honoring the rebates that
are earned to each of the underlying revenue transactions that result in progress by the customer toward earning
the rebate.
LIQUIDITY AND CAPITAL RESOURCES
Known Trends and Uncertainties
We are a holding company without any operations or assets other than the operations of our subsidiaries.
Credit markets in the United States have experienced varying degrees of credit volatility and contraction
that have limited and reduced our ability to explore financing options. This volatility has been caused by many
factors, including concerns about creditworthiness in the overall market, especially the financial services sector,
which has culminated in the failure or consolidation of several large financial and investment institutions. As a
result of these market conditions, the cost and availability of credit has been and may continue to be adversely
affected by illiquid credit markets and wider credit spreads. Concern about the stability of the markets generally
and the strength of counterparties specifically has led many lenders and institutional investors to reduce, and in
some cases, cease to provide funding to borrowers. Continued turbulence in the U.S. and international markets
and economies may adversely affect our liquidity and financial condition, and the liquidity and financial
condition of our customers, to timely replace maturing liabilities, and access the capital markets to meet liquidity
needs, resulting in adverse effects on our financial condition and results of operations. During this credit
contraction, we have been able to access borrowings available to us in amounts sufficient to fund liquidity needs.
Based upon current and anticipated levels of operations, we believe that cash flow from operations of our
subsidiaries and borrowings available to us will be adequate for the foreseeable future for us to fund our working
capital and capital expenditure requirements and to make required payments of principal and interest on our
senior subordinated notes and senior secured credit facility. However, these cash flows are subject to a number of
factors, including, but not limited to, earnings, sensitivities to the cost of raw materials, seasonality, currency
transactions and currency translation. Since feedstock costs generally represent approximately 45% to 50% of
our cost of goods sold, in periods of rising feedstock costs, we consume cash in operating activities due to
increases in accounts receivable and inventory, partially offset by increased value of accounts payable.
Conversely, in periods where feedstock costs are declining, we generate cash flow from decreases in working
57
capital. We had lower levels of working capital in 2009 than in 2008. There can be no assurance that continued
or increased volatility and disruption in the global capital and credit markets will not impair our ability to access
these markets on terms commercially acceptable to us or at all.
Going forward there can be no assurance that our business will generate sufficient cash flow from
operations or that future borrowings will be available under the senior secured credit facility to fund liquidity
needs in an amount sufficient to enable us to service our indebtedness. At December 31, 2009, we had $69.3
million of cash and cash equivalents. Our available cash and cash equivalents are held in accounts managed by
third-party financial institutions and consist of cash invested in interest bearing funds and cash in our operating
accounts. To date, we have experienced no loss or lack of access to our invested cash or cash equivalents;
however, we can provide no assurances that access to our invested cash and cash equivalents will not be
impacted by adverse conditions in the financial markets. As of December 31, 2009, we had available to us, upon
compliance with customary conditions, $80.0 million under the revolving portion of the senior secured credit
facility. As of the date hereof, we have no drawings under the revolving portion. While we have met the
conditions required to provide us full access to the revolving portion of the senior secured credit facility, we
cannot guarantee that all of the counterparties contractually committed to fund a revolving credit draw request
will actually fund future requests, although, based upon our present analysis, we currently believe that each of the
counterparties would meet their funding requirements. Under the terms of the senior secured credit facility, as
amended May 12, 2006, we are subject to certain financial covenants, including maintenance of a minimum
interest rate coverage ratio and a maximum leverage ratio. We are required to maintain a fiscal quarter end
interest coverage ratio of 2.75:1.00 beginning March 31, 2009 and 3.00:1.00 beginning March 31, 2010 and
continuing thereafter. In addition, we are required to maintain a fiscal quarter end leverage ratio not to exceed
4.00 beginning December 31, 2009 and continuing thereafter.
Our failure to comply with any of these financial covenants would give rise to a default under the senior
secured credit facility. As of December 31, 2009, we were in compliance with the applicable financial ratios in the
senior secured credit facility and the other covenants contained in the senior secured credit facility and the
indentures governing the senior subordinated notes. The maintenance of these financial ratios is based on our level
of profitability. If the global economic environment worsens in 2010 or other factors arise which negatively impact
our profitability, we may not be able to satisfy our covenants. If we are unable to satisfy such covenants or other
provisions at any future time we would need to seek an amendment or waiver of such financial covenants or other
provisions. The respective lenders under the senior secured credit facility may not consent to any amendment or
waiver requests that we may make in the future, and, if they do consent, they may not do so on terms which are
favorable to us. In the event that we were unable to obtain any such waiver or amendment and we were not able to
refinance or repay our debt instruments, our inability to meet the financial covenants or other provisions of the
senior secured credit facility would constitute an event of default under our debt instruments, including the senior
secured credit facility, which would permit the bank lenders to accelerate the senior secured credit facility.
From time to time, on an ongoing basis, we continue to evaluate options with respect to our overall debt
structure, including, without limitation, the possibility of cash purchases, in the open market, privately negotiated
transactions or otherwise, of our indebtedness up to amounts permitted under the senior secured credit facility.
Such repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual
restrictions and other factors. In March 2009, Kraton purchased and extinguished $30 million face value of the
senior subordinated notes for cash consideration of $10.9 million, which included accrued interest of $0.4
million. We recorded a gain of approximately $19.5 million in the quarter ended March 31, 2009 related to the
purchase and extinguishment of these senior subordinated notes. In April 2009, TJ Chemical purchased
approximately $6.3 million face value of the senior subordinated notes for cash consideration of $2.5 million,
which included accrued interest of $0.1 million. Immediately upon purchasing the notes, TJ Chemical
contributed the purchased notes to us and we in turn contributed the notes to Kraton. Kraton holds the senior
subordinated notes in treasury. Also in April 2009, Kraton purchased approximately $0.7 million face value of
the senior subordinated notes for cash consideration of $0.3 million which are held as treasury bonds. We
recorded a gain of approximately $4.3 million on the extinguishment of debt in the Consolidated Statements of
Operations in the quarter ended June 30, 2009.
58
Capital market declines experienced during the last half of 2008 have adversely impacted the market value of
investment assets used to fund our defined benefit pension plans. Based on December 31, 2009 valuations, we
expect to make contributions of $3.9 million to the plans in 2010 versus $6.2 million in 2009. If the market value of
these assets does not improve during 2010, higher levels of contributions could be required in 2011 and beyond.
Our ability to pay principal and interest on our indebtedness, fund working capital and make anticipated
capital expenditures depends on our future performance, which is subject to general economic conditions and
other factors, some of which are beyond our control. See “Part I, Item A. Risk Factors” for further discussion.
On December 29, 2009 we used proceeds from the IPO to repay $100 million under the term loan portion of
the senior secured credit facility. As of December 31, 2009 our total indebtedness was $385.0 million. We
anticipate that, subsequent to the initial public offering of our shares, we may, subject to market conditions, have
greater access to the debt and equity capital markets. This access may, again subject to market conditions,
facilitate our ability to raise funds in the future to engage in acquisitions and future capital expenditures.
Operating Cash Flows
Net cash provided by operating activities increased $32.6 million to $72.8 million in 2009 compared to $40.2
million provided by operating activities during the same period in 2008. This change was driven primarily by:
•
•
•
•
•
•
a $130.8 million decrease in inventories of products, materials and supplies, largely due to decreases in
the cost of raw material feedstocks and volume,
a $1.1 million decrease in other assets largely due to the timing of certain payments,
a $3.8 increase in accounts payable primarily due to the timing of payments, partially offset by
a $59.5 million increase in accounts receivable due to the increase in sales volume in the fourth quarter
of 2009 versus the fourth quarter of 2008,
a $23.8 million gain on the extinguishment of debt, and
a $28.7 million in lower earnings.
Cash and cash equivalents decreased from $101.4 million at December 31, 2008 to $69.3 million at
December 31, 2009. Including amounts undrawn on our revolving loans, which amounted to $80.0 million at
December 31, 2009 and $25.5 million at December 31, 2008, liquidity, defined as cash and cash equivalents (and
the undrawn amount of our revolving loans), amounted to $149.3 million at December 31, 2009 and $126.9
million at December 31, 2008.
Net cash provided by operating activities decreased $41.5 million to $40.2 million in 2008 compared to
$81.7 million in 2007. This change was driven primarily by:
•
•
•
•
•
a $104.5 million increase in inventories of products, materials and supplies, largely due to an increase
in the cost of raw material feedstocks,
a $24.1 million decrease in accounts payable, indicative of the decline in sales volume,
a $20.7 million increase in due to/from affiliate, primarily due to the timing of payments for purchases
made from our unconsolidated joint venture, partially offset by
a $34.1 million decrease in accounts receivable due to an improvement in days sales outstanding and
the decline in sales volume and by
a $72.2 million of higher net income.
Cash and cash equivalents increased from $48.3 million at December 31, 2007 to $101.4 million at
December 31, 2008. Including amounts undrawn on our revolving loans, which amounted to $25.5 million at
December 31, 2008 and $75.5 million at December 31, 2007, liquidity amounted to $126.9 million at
December 31, 2008 and $123.8 million at December 31, 2007.
59
Investing Cash Flows
Net cash flows used in investing activities totaled $49.6 million in 2009 compared to net cash flows used in
investing activities of $24.1 million during the same period in 2008. This $25.5 million increase was primarily
driven by timing of capital expenditures. We are upgrading certain systems and operating controls at our Belpre
facility. This project is designed to significantly improve the effectiveness, competitiveness and operating
efficiency of the Belpre plant. The project began in the second-half of 2008 and will be completed in distinct
phases extending into 2012, with 2009 spending of $9.1 million. We also incurred approximately $15.3 million
for an ERP software system upgrade, which we began implementing in January 2009. We upgraded our ERP
software systems utilizing a single global system and implementing best practices for our industry. For Europe
and the United States, we completed this upgrade in August 2009 and for Brazil and Asia, we completed this
upgrade in October 2009.
Net cash flows used in investing activities totaled $24.1 million in 2008 compared to net cash flows used in
investing activities of $28.7 million in 2007. This $4.6 million decrease was primarily driven by timing of capital
expenditures.
Expected Capital Expenditures. We expect 2010 capital expenditures will be approximately $50.0 million
to $55.0 million. Our minimum annual capital expenditure levels to maintain and achieve required improvements
in our facilities in each of the next three to five years are expected to be approximately $12.0 million to
$16.0 million. Included in our 2010 capital expenditure estimate is approximately $8.0 million for the second
phase of the Belpre systems and control upgrades, approximately $9.0 million to replace IR production from our
Pernis facility, approximately $6.0 for the IRL expansion and approximately $5.0 million for building upgrades
at our Belpre facility.
Financing Cash Flows and Liquidity
Our consolidated capital structure as of December 31, 2009, was 52.5% debt and 47.5% stockholders’ /
member’s equity compared to 75.3% debt and 24.7% member’s equity for the same period in 2008.
Net cash used in financing activities totaled $40.6 million in 2009 compared to $46.1 million net cash
provided by financing activities in 2008. This change was driven primarily by:
•
•
•
•
•
•
a pre-payment of $100 million on the term loan portion of the senior secured credit facility in
December 2009,
a $50.0 million repayment on the revolving portion of the senior secured credit facility in 2009,
$10.8 million to purchase and extinguish $30.7 million face value of our 8.125% Notes in 2009,
$3.2 million of fees in connection with the amendment to our Term Loan and Revolving loan in 2009,
a $50 million draw on the revolving portion of the senior secured credit facility in September 2008,
partially offset by
$126.7 million in proceeds from the issuance of common stock in December 2009.
Net cash provided by financing activities totaled $46.1 million in 2008 compared to $43.9 million net cash
used in financing activities in 2007. This change was driven primarily by:
•
•
a voluntary pre-payment of $40 million on the term loan portion of the senior secured credit facility in
September 2007; and
a $50 million draw on the revolving portion of the senior secured credit facility in September 2008.
60
Description of Certain Indebtedness
Senior Secured Credit Facility
Kraton entered into a senior secured credit agreement, or Credit Agreement, dated as of December 23, 2003,
which was subsequently amended as of March 4, 2004, October 21, 2004, February 16, 2006, May 12,
2006, December 15, 2006, October 20, 2009 and November 30, 2009.
The amendment as of May 12, 2006, or the 2006 Amendment, provided for, among other things, a term
facility of $385 million, representing a $25 million increase over the original term facility and extended the
maturity of the term facility from December 23, 2010 to May 12, 2013. In addition, the 2006 Amendment
extended the maturity of the revolving facility from December 23, 2008 to May 12, 2011 and provided for the
possibility of increasing the existing revolving facility from $60 million to $80 million, subject to new revolving
lenders becoming parties to the Credit Agreement. On June 7, 2006, Kraton entered into a joinder agreement with
a new revolving lender that increased the revolving facility to $75.5 million from $60.0 million. The 2006
Amendment also reduced the interest rate margin on the term facility, eliminated or amended certain affirmative
and negative covenants, including a covenant that limited Kraton’s ability to make capital expenditures and
modified the financial ratios Kraton is required to maintain. On the effective date of the 2006 Amendment,
Kraton borrowed the full $385 million available under the new term facility and used the proceeds to prepay in
full existing borrowings under the original term facility, to make a distribution to us to provide a portion of the
funds necessary to consummate a tender offer for the 12.0% senior discount notes issued by us and Polymer
Holdings Capital Corporation on November 2, 2004 and pay fees and expenses related to the foregoing.
The amendment as of October 20, 2009, or the October 2009 Amendment, permits Kraton to convert all or a
portion of existing term loans into separate classes of extended term loans that extend the scheduled amortization
and maturity of the existing term loans. The extended term loans are required to be substantially identical to the
terms of the existing term facility, with the exception of scheduled installment payments and maturity, fees,
interest rates and prepayment rights. There is no limit on the number of classes of term loans outstanding at any
one time. The October 2009 Amendment also permits Kraton to establish separate classes (but in no event more
than three at any time) of commitments to replace all or a portion of the existing revolving commitments. The
terms of replacement revolving commitments are required to be substantially identical to the terms of the existing
revolving commitments, with the exception of maturity, fees and interest rates. Finally, the October 2009
Amendment also allows the Borrower to incur indebtedness secured pari passu with the collateral securing the
existing lenders under the existing Credit Agreement to refinance existing term loans. This refinancing
indebtedness may not amortize or mature prior to the maturity of the existing term loans.
A further amendment on November 30, 2009, or the November 2009 Amendment, increased the maximum
available borrowings under the revolving commitments from $75.5 million to $80.0 million and extended the
maturity on $79.8 million of the revolving commitments from May 2011 to May 2013.
Kraton is the borrower under the amended Credit Agreement and its wholly-owned domestic subsidiaries
along with us have guaranteed the amended Credit Agreement. We refer to these guarantors, together with
Kraton, as the Loan Parties. The Credit Agreement is secured by a perfected first priority security interest in
substantially all of each Loan Party’s tangible and intangible assets, including intellectual property, real property,
all of Kraton’s capital stock and the capital stock of Kraton’s domestic subsidiaries and 65% of the capital stock
of the direct foreign subsidiaries of each Loan Party.
For the years ended December 31, 2009, 2008 and 2007, Kraton made prepayments on the term portion of its
senior secured credit facility in the amounts of $100.0 million, $10.0 million and $40.0 million, which resulted in
the write off of approximately $1.5 million, $0.2 million and $0.6 million of deferred financing cost, respectively.
As of December 31, 2009, Kraton had no outstanding borrowings under the revolving facility.
61
The following is a summary of the material terms of the amended Credit Agreement. This description does
not purport to be complete and is qualified in its entirety by reference to the provisions of the Credit Agreement.
Maturity. The loans made under the portion of the revolving commitments extended pursuant to the
November 2009 Amendment are payable in a single maturity on May 12, 2013. The $200,000 portion of the
revolving commitments that were not extended pursuant to November 2009 Amendment are payable on May 12,
2011. The loans made under the existing term facility are payable in 10 remaining consecutive equal quarterly
installments, in an aggregate annual amount equal to 1.0% of the original principal amount of such loans. The
remaining balance is payable in four equal quarterly installments commencing on September 30, 2012 and
ending on May 12, 2013.
Interest. The loans made under the existing term facility bear interest at a rate equal to the adjusted
Eurodollar rate plus 2.00% per annum or, at Kraton’s option, the base rate plus 1.00% per annum. Interest is
payable on the last day of each interest period selected by Kraton under the Credit Agreement, and in any event
at least quarterly. The average effective interest rates on the loans made under the existing term facility for the
years ended December 31, 2009 and 2008 were 4.5% and 5.0%, respectively. The loans made under the portion
of the revolving commitments extended pursuant to the November 2009 Amendment bear interest at a rate equal
to the adjusted Eurodollar rate plus a margin of between 3.00% and 3.50% per annum (depending on the
Kraton’s consolidated leverage ratio) or at Kraton’s option, the base rate plus a margin of between 2.00% and
2.50% per annum (also depending on Kraton’s consolidated leverage ratio). In addition, with respect to the
extended portion of the revolving commitments, an annual commitment fee equal to 0.75% payable quarterly on
the daily average undrawn portion of revolving commitments extended pursuant to the November 2009
Amendment accrues and is payable quarterly in arrears.
The terms of the $200,000 portion of the revolving commitments that were not extended pursuant to
November 2009 Amendment were not changed. Loans made under the this portion of the revolving commitments
bear interest at a rate equal to the adjusted Eurodollar rate plus a margin of between 2.00% and 2.50% per
annum, depending on Kraton’s leverage ratio, or at Kraton’s option, the base rate plus a margin of between
1.00% and 1.50% per annum, depending on Kraton’s leverage ratio. The unused commitment fee for the
unextended revolving commitments is 0.5%.
Mandatory Prepayments. The existing term facility is subject to mandatory prepayment with, in general:
(1) 100% of the net cash proceeds of certain asset sales, subject to certain reinvestment rights; (2) 100% of the
net cash proceeds of certain insurance and condemnation payments, subject to certain reinvestment rights;
(3)100% of the net cash proceeds of debt incurrences (other than debt incurrences permitted under the Credit
Agreement); and (4) 50% of Kraton’s excess cash flow, as defined in the Credit Agreement (declining to 25%, if
a leverage ratio is met and to 0% if a further leverage ratio is met). Any such prepayment is applied first to the
term facility and thereafter to the revolving facility.
Covenants. The Credit Agreement contains certain affirmative covenants including, among others,
covenants to furnish the Lenders with financial statements and other financial information and to provide the
Lenders notice of material events and information regarding collateral.
The Credit Agreement contains certain negative covenants that, among other things, restrict Kraton’s ability,
subject to certain exceptions, to incur additional indebtedness, grant liens on its assets, undergo fundamental
changes, make investments, sell assets, make acquisitions, engage in sale and leaseback transactions, make
restricted payments, engage in transactions with its affiliates, amend or modify certain agreements and charter
documents and change its fiscal year. The covenants also restrict our activities. Kraton is required to maintain a
fiscal quarter end interest coverage ratio of at least 2.75:1.00 through December 31, 2009; and of at least
3.00:1.00 beginning March 31, 2010 and continuing thereafter. In addition, Kraton is required to maintain a fiscal
quarter end leverage ratio not to exceed 4.00 beginning December 31, 2009 and continuing thereafter.
62
On January 14, 2008, Kraton received an equity investment of $10.0 million, of which $9.6 million was
included in the financial covenant calculation for the twelve-month period ending December 31, 2007 and was
included in the fiscal quarter covenant calculations through the fiscal quarter ending September 30, 2008
pursuant to the equity cure provisions included in the Credit Agreement. As of December 31, 2009, Kraton was
in compliance with all covenants under the Credit Agreement.
8.125% Senior Subordinated Notes due 2014
On December 23, 2003, Kraton and Kraton Polymers Capital Corporation issued $200.0 million aggregate
principal amount of Senior Subordinated Notes due 2014, or the senior subordinated notes, that bear interest at a
rate of 8.125% per annum. The following is a summary of the material terms of the senior subordinated notes.
This description does not purport to be complete and is qualified, in its entirety, by reference to the provisions of
the indenture governing the senior subordinated notes.
Maturity. The senior subordinated notes mature on January 15, 2014.
Interest. The 8.125% Notes bear interest at a fixed rate of 8.125% per annum. Interest is payable semi-
annually on January 15 and July 15.
Guarantees. The senior subordinated notes are guaranteed on a senior subordinated basis by all of Kraton’s
existing and future subsidiaries that guarantee the indebtedness under the senior secured credit facility described
above.
Security and Ranking. The senior subordinated notes and the guarantees are general unsecured obligations
and are subordinated to Kraton’s and its guarantor subsidiaries’ existing and future senior indebtedness,
including indebtedness under the senior secured credit facility, and rank equally with Kraton’s and its guarantor
subsidiaries’ future senior subordinated indebtedness. The senior subordinated notes and the guarantees
effectively rank junior to Kraton’s secured indebtedness and to the secured indebtedness of all of Kraton’s
guarantor subsidiaries to the extent of the value of the assets securing the indebtedness and are structurally
subordinated to all liabilities of Kraton’s subsidiaries that are not guarantors of the senior subordinated notes.
Optional Redemption. Kraton may redeem all or a part of the senior subordinated notes at the redemption
prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, on
the Notes redeemed to the applicable redemption date.
Year
2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2013 and thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Percentage
102.708%
101.354%
100.000%
100.000%
Purchase of a Portion of the Senior Subordinated Notes. In April 2009, TJ Chemical purchased
approximately $6.3 million face value of the senior subordinated notes for cash consideration of $2.5 million,
which included accrued interest of $0.1 million. Immediately upon purchasing the senior subordinated notes, TJ
Chemical contributed the purchased notes to us, and we in turn contributed the notes to Kraton. No equity
interest or other consideration was issued in exchange for the contribution of the senior subordinated notes,
although equity of each of Kraton Performance and Kraton was increased by an amount equal to the cash
consideration paid by TJ Chemical. Kraton holds the senior subordinated notes as treasury bonds. Also in April
2009, Kraton purchased approximately $0.7 million face value of the senior subordinated notes for cash
consideration of $0.3 million which Kraton is holding as treasury bonds. We recorded a gain of approximately
$4.3 million on the extinguishment of debt in the quarter ended June 30, 2009.
63
On March 16, 2009, Kraton purchased and retired $30 million face value of the senior subordinated notes
for cash consideration of $10.9 million, which included accrued interest of $0.4 million. We recorded a gain of
approximately $19.5 million in the quarter ending March 31, 2009 related to the purchase and retirement of these
senior subordinated notes.
Covenants. The senior subordinated notes contain certain affirmative covenants including, among others,
covenants to furnish the holders of the senior subordinated notes with financial statements and other financial
information and to provide the holders of the senior subordinated notes notice of material events.
The senior subordinated notes contain certain negative covenants including limitations on indebtedness,
limitations on restricted payments, limitations on restrictions on distributions from certain subsidiaries,
limitations on lines of businesses and mergers and consolidations.
As of December 31, 2009, Kraton was in compliance with all covenants under the senior subordinated notes.
Other Contingencies
As a chemicals manufacturer, our operations in the United States and abroad are subject to a wide range of
environmental laws and regulations at both the national and local levels. These laws and regulations govern,
among other things, air emissions, wastewater discharges, solid and hazardous waste management, site
remediation programs and chemical use and management.
Pursuant to these laws and regulations, our facilities are required to obtain and comply with a wide variety
of environmental permits for different aspects of their operations. Generally, many of these environmental laws
and regulations are becoming increasingly stringent, and the cost of compliance with these various requirements
can be expected to increase over time.
Management believes that we are in material compliance with all current environmental laws and
regulations. We estimate that any expenses incurred in maintaining compliance with these requirements will not
materially affect our results of operations or cause us to exceed our level of anticipated capital expenditures.
However, we cannot give assurances that regulatory requirements or permit conditions will not change, and we
cannot predict the aggregate costs of additional measures that may be required to maintain compliance as a result
of such changes or expenses.
In the context of the separation in February 2001, Shell Chemicals agreed to indemnify us for specific
categories of environmental claims brought with respect to matters occurring before the separation. However, the
indemnity from Shell Chemicals is subject to dollar and time limitations. Coverage under the indemnity also
varies depending upon the nature of the environmental claim, the location giving rise to the claim and the manner
in which the claim is triggered. Therefore, if claims arise in the future related to past operations, we cannot give
assurances that those claims will be covered by the Shell Chemicals’ indemnity and also cannot be certain that
any amounts recoverable will be sufficient to satisfy claims against us.
In addition, we may in the future be subject to claims that arise solely from events or circumstances
occurring after February 2001, which would not, in any event, be covered by the Shell Chemicals’ indemnity.
While we recognize that we may in the future be held liable with respect for remediation activities beyond those
identified to date, at present we are not aware of any circumstances that are reasonably expected to give rise to
remediation claims that would have a material adverse effect on our results of operations or cause us to exceed
our projected level of anticipated capital expenditures.
We had no material operating expenditures for environmental fines, penalties, government imposed
remedial or corrective actions during the years ended December 31, 2009, 2008 or 2007.
64
Off-Balance Sheet Transactions
We are not involved in any off-balance sheet transactions as of December 31, 2009.
Contractual Obligations
Our principal outstanding contractual obligations relate to the long-term debt under the senior secured credit
facility and the senior subordinated notes, the operating leases of some of our facilities and the feedstock
contracts with Shell Chemicals, or its affiliates, LyondellBasell and others to provide us with styrene, butadiene
and isoprene. The following table summarizes our contractual cash obligations for the periods indicated.
Contractual Obligations as of December 31, 2009:
Payments Due by Period
Dollars in Millions
Total
2010
2011
2012
2013
2014
Long-term debt obligations . . . . . . . . . . . . .
Estimated interest payments on debt
. . . . . .
Operating lease obligations . . . . . . . . . . . . .
Purchase obligations(1)(2) . . . . . . . . . . . . . .
$ 385.0
89.2
33.2
2,681.4
$
2.3
21.0
5.4
202.1
$
2.3
23.1
5.0
192.8
$109.1
22.3
4.9
170.7
$108.0
16.2
2.5
135.1
$163.3
6.6
2.3
126.3
2015 and
after
$
0.0
0.0
13.1
1,854.4
Total contractual cash obligations . . . . . . . .
$3,188.8
$230.8
$223.2
$307.0
$261.8
$298.5
$1,867.5
(1) Pursuant to two feedstock supply contracts with Shell Chemicals or its affiliates, we are obligated to
purchase minimum quantities of isoprene each year. If we do not meet these minimums, we are obligated to
pay a penalty of approximately $300 per ton up to a maximum aggregate penalty of approximately $2.2
million. Pursuant to the styrene and butadiene feedstock supply contracts with Shell Chemicals and its
affiliates, we are obligated to purchase minimum quantities. The contracts do not contain a stated penalty for
failure to purchase the minimum quantities. However, if we do not purchase the minimum requirements, it
is required under the terms of the contracts to meet with Shell Chemicals in an effort to determine a
resolution equitable to both parties.
(2) Pursuant to production agreements with LyondellBasell, we are obligated to pay a minimum indirect service
fee each year of approximately $21.6 million. Not included in this table are future obligations arising under
our Operating Agreements and Site Services, Utilities, Materials and Facilities Agreements that do not
specify fixed or minimum quantities of goods or services to be purchased and do not contain fixed,
minimum or variable price provisions. Under such agreements, our obligations to third parties are based on
costs incurred by them in connection with the operation and maintenance of, and other services provided to,
our European facilities. The terms of these agreements range between 20 years and 40 years and each
agreement includes bilateral renewal rights. During the years ended December 31, 2009, 2008 and 2007, we
incurred costs aggregating $92 million, $70 million and $70 million, respectively, under these agreements.
Impact of Inflation
Our results of operations and financial condition are presented based on historical cost. While it is difficult
to accurately measure the impact of inflation due to the imprecise nature of the estimates required, we believe the
effects of inflation, if any, on our results of operations and financial condition have been immaterial.
New Accounting Pronouncements. The following new accounting pronouncements have been issued, but
have not yet been adopted as of December 31, 2009:
Future Adoption of Accounting Standards
In October 2009, the Financial Accounting Standards Board (FASB), issued Accounting Standards Update
(ASU), Number 2009-13 “Revenue Recognition (Topic 605): Multiple-Deliverable Arrangements—consensus of
65
the FASB Emerging Issues Task Force.” This update amends the revenue recognition guidance for arrangements
with multiple deliverables. The amendments allow vendors to account for products and services separately rather
than as a combined unit. A selling price hierarchy for determining the selling price of each deliverable is
established in this ASU, along with eliminating the residual method. The amendments are effective for revenue
arrangements that begin or are changed in fiscal years that start June 15, 2010 or later. We are in the process of
assessing the provisions of this new guidance and currently do not expect that the adoption will have a material
impact on our consolidated financial statements.
66
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
We are exposed to market risk from changes in interest rates, foreign currency exchange rates, credit risk
and commodity prices. We currently do not hedge our exposure to these risks, except for the interest rate swap
agreements and foreign currency option contracts discussed below.
Interest Rate Risk. We have $222.0 million of variable rate debt outstanding under the senior secured credit
facility as of December 31, 2009. The debt bears interest at the adjusted Eurodollar rate plus 2.00% per annum or at
our option, the base rate plus 1.00% per annum. In February 2008, we entered into a $325 million notional amount
interest rate swap agreement to hedge or otherwise protect against Eurodollar interest rate fluctuations on a portion
of our variable rate debt. The agreement had a fixed rate of 2.77%, with a margin of 2.0%, which resulted in a total
cost of 4.77%, and a term through April 1, 2010. This agreement was designated as a cash flow hedge on the
exposure of the variability of future cash flows subject to the variable quarterly interest rates on $325 million of the
term loan portion of the senior secured credit facility. We settled the swap early in June 2008 and realized cash
proceeds of $4.6 million, resulting in a gain on the sale of $4.6 million. The gain is deferred in accumulated other
comprehensive income at December 31, 2009 and is being reclassified as a reduction in interest expense through
March 31, 2010 using the effective interest method, unless we determine that the forecasted interest payments under
the term facility are probable not to occur, in which case the gain would then be reclassified immediately to interest
expense. In October 2008, we entered into a $320 million notional amount interest rate swap agreement to hedge or
otherwise protect against Eurodollar interest rate fluctuations on a portion of our variable rate debt. The agreement
had a fixed rate of 2.99%, with a margin of 2.0%, which resulted in a total cost of 4.99%, and a term through
December 31, 2009. We settled the swap in December 2009. In May 2009, we entered into a $310 million notional
amount interest rate swap agreement to hedge or otherwise protect against Eurodollar interest rate fluctuations on a
portion of our variable rate debt. The agreement is effective on January 4, 2010 and expires on January 3, 2011 and
has a fixed rate of 1.53%, with a margin of 2.0%, which resulted in a total cost of 3.53%. In December 2009, we
made a $100.0 million payment of outstanding indebtedness under the Term Loans reducing the principal amount
outstanding from approximately $321.0 million to $222.0 million. As a result, we are required to discontinue hedge
accounting prospectively as the hedging relationship fails to meet all of the criteria set forth in ASC 815,
specifically the notional amount of the swap and the principal amount of the debt are no longer equal and the
forecasted transaction is no longer probable of occurring as documented in the original hedge documentation. We
recorded $0.8 million in interest expense related to the ineffective portion and $1.9 million in accumulated other
comprehensive income related to the effective portion of the hedge in December 2009. We have elected to
dedesignate the initial hedging relationship.
Foreign Currency Risk. We conduct operations in many countries around the world. Our results of
operations are subject to both currency transaction risk and currency translation risk. We incur currency
transaction risk whenever we enter into either a purchase or sale transaction using a currency other than the local
currency of the transacting entity. With respect to currency translation risk, our financial condition and results of
operations are measured and recorded in the relevant domestic currency and then translated into U.S. dollars for
inclusion in our historical consolidated financial statements. In recent years, exchange rates between these
currencies and U.S. dollars have fluctuated significantly and may do so in the future. Approximately, one-half of
our revenue and costs are denominated in U.S. dollars. Euro-related currencies are also significant. In
February 2009, we entered into a foreign currency option contract to reduce our exposure to fluctuations in the
Euro to U.S. dollar exchange rate for a notional amount of €47.3 million which expires on December 29, 2009.
We settled the foreign currency option contract in December 2009.
Credit Risk. Our customers are diversified by industry and geography with approximately 700 customers in
approximately 60 countries worldwide. We do not have concentrations of receivables from these industry sectors
throughout these countries. The global economic downturn may affect our overall credit risk. Where exposed to
credit risk, we analyze the counterparties’ financial condition prior to entering into an agreement, establish credit
limits and monitor the appropriateness of those limits on an ongoing basis. We also obtain cash, letters of credit
or other acceptable forms of security from customers to provide credit support, where appropriate, based on our
financial analysis of the customer and the contractual terms and conditions applicable to each transaction.
67
Commodity Price Risk. We are subject to commodity price risk in our purchasing of raw materials and
energy. From time to time we may hedge our commodity price exposure.
Item 8.
Financial Statements and Supplementary Data.
The financial statements are set forth herein commencing on page F-3 of this report.
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
We have evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the
effectiveness of our disclosure controls and procedures as of December 31, 2009. There are inherent limitations
to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error
and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure
controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon
our evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls
and procedures were effective to provide reasonable assurance that information required to be disclosed by us in
the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed,
summarized and reported, within the time periods specified in the applicable rules and forms, and that it is
accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial
Officer, as appropriate to allow timely decisions regarding required disclosures.
Our management is responsible for establishing and maintaining adequate internal control over financial
reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as
amended. Under the supervision and with the participation of our management, including our Chief Executive
Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over
financial reporting based on the framework in Internal Control—Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission.
Our internal control over financial reporting is a process designed 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. Our internal control over financial reporting includes
those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that our receipts and expenditures are being made only in accordance with
authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on
our financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
Based on an evaluation under the framework in Internal Control—Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission, management concluded that with respect
to Kraton, our internal control over financial reporting was effective as of December 31, 2009. This annual report
68
does not include a report of management of Kraton Performance Polymers, Inc’s assessment regarding internal
control over financial reporting or an attestation report of the company’s registered public accounting firm due to
a transition period established by rules of the Securities and Exchange Commission for newly public companies.
This annual report does not include an attestation report of the company’s registered public accounting firm
due to a transition period established by rules of the Securities and Exchange Commission for newly public
companies.
Management’s report with respect to Kraton was not subject to audit by the company’s independent
registered public accounting firm pursuant to current rules of the Securities and Exchange Commission that
require the company to provide only management’s report in this annual report.
There have been no changes in our internal control over financial reporting during the quarter ended
December 31, 2009, that have materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
Item 9B. Other Information.
None.
69
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Information in response to this item is incorporated by reference from our Proxy Statement relating to our
2010 annual meeting of shareholders. The Proxy Statement will be filed with the SEC within 120 days after the
end of the fiscal year covered by this Form 10-K pursuant to Regulation 14A under the Exchange Act.
Item 11. Executive Compensation.
Information in response to this item is incorporated by reference from our Proxy Statement relating to our
2010 annual meeting of shareholders. The Proxy Statement will be filed with the SEC within 120 days after the
end of the fiscal year covered by this Form 10-K pursuant to Regulation 14A under the Exchange Act.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.
Information in response to this item is incorporated by reference from our Proxy Statement relating to our
2010 annual meeting of shareholders.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Information in response to this item is incorporated by reference from our Proxy Statement relating to our
2010 annual meeting of shareholders.
Item 14. Principal Accountant Fees and Services.
Information in response to this item is incorporated by reference from our Proxy Statement relating to our
2010 annual meeting of shareholders.
70
PART IV
Item 15. Exhibits and Financial Statement Schedules.
(a) 1. Financial Statements
The following financial statements are included in Item 8:
Kraton Performance Polymers, Inc.
(i) Report of KPMG LLP, Independent Registered Public Accounting Firm
(ii) Consolidated Balance Sheets as of December 31, 2009 and 2008
(iii) Consolidated Statements of Operations—years ended December 31, 2009, 2008 and 2007
(iv) Consolidated Statements of Changes in Stockholders’ and Member’s Equity and
Comprehensive Income (Loss)—years ended December 31, 2009, 2008 and 2007
(v) Consolidated Statements of Cash Flows—years ended December 31, 2009, 2008 and 2007
(vi) Notes to consolidated financial statements
Kraton Polymers LLC
(i) Report of KPMG LLP, Independent Registered Public Accounting Firm
(ii) Consolidated Balance Sheets as of December 31, 2009 and 2008
(iii) Consolidated Statements of Operations—years ended December 31, 2009, 2008 and 2007
(iv) Consolidated Statements of Changes in Member’s Equity and Comprehensive Income
(Loss)—years ended December 31, 2009, 2008 and 2007
(v) Consolidated Statements of Cash Flows—years ended December 31, 2009, 2008 and 2007
(vi) Notes to consolidated financial statements
2. Exhibits
The exhibits listed on the accompanying Exhibit Index are filed as part of this report and are on file
with us.
(b) Exhibits
See Item 15(a) 2 above.
(c) Financial Statement Schedule
See Schedule II.
71
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: March 15, 2010
Kraton Performance Polymers, Inc.
Kraton Polymers LLC
/S/ KEVIN M. FOGARTY
Kevin M. Fogarty
President and Chief Executive Officer
This report has been signed below by the following persons on behalf of the registrant and in the capacities
indicated on March 15, 2010.
Signature
Title
/S/ KEVIN M. FOGARTY
President, Chief Executive Officer and a Director
Kevin M. Fogarty
(Principal Executive Officer)
/S/ STEPHEN E. TREMBLAY
Vice President and Chief Financial Officer
Stephen E. Tremblay
/S/ LOUIS A. VITALE
Louis A. Vitale
/S/ DAN F. SMITH*
Dan F. Smith
(Principal Financial Officer)
Controller (Chief Accounting Officer)
Director and Chairman of the Board of Directors
/S/ BARRY J. GOLDSTEIN*
Director and Chairman of the Audit Committee
Barry J. Goldstein
/S/ KELVIN L. DAVIS*
Director
Kelvin L. Davis
/S/ MICHAEL G. MACDOUGALL*
Director
Michael G. MacDougall
/S/ NATHAN H. WRIGHT*
Nathan H. Wright
/S/ TIMOTHY J. WALSH*
Timothy J. Walsh
/S/ KEVIN G. O’BRIEN*
Kevin G. O’Brien
Director
Director
Director
/S/ STEVEN J. DEMETRIOU*
Director
Steven J. Demetriou
/S/ RICHARD C. BROWN*
Director
Richard C. Brown
/S/ KAREN A. TWITCHELL*
Director
Karen A. Twitchell
*By:
/S/ STEPHEN E. TREMBLEY
Stephen E. Trembley
As attorney-in-fact
72
KRATON PERFORMANCE POLYMERS, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Audited Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Balance Sheets as of December 31, 2009 and 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Operations for Years Ended December 31, 2009, 2008 and 2007 . . . . . . . . . . .
Consolidated Statements of Changes in Stockholders’ and Member’s Equity and Comprehensive Income
(Loss) for Years Ended December 31, 2009, 2008 and 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Cash Flows for Years Ended December 31, 2009, 2008 and 2007 . . . . . . . . . . .
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
KRATON POLYMERS LLC
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
F-2
F-3
F-4
F-5
F-6
F-7
Page
Audited Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-57
Consolidated Balance Sheets as of December 31, 2009 and 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-58
Consolidated Statements of Operations for Years Ended December 31, 2009, 2008 and 2007 . . . . . . . . . . . F-59
Consolidated Statements of Changes in Member’s Equity and Comprehensive Income (Loss) for Years
Ended December 31, 2009, 2008 and 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-60
Consolidated Statements of Cash Flows for Years Ended December 31, 2009, 2008 and 2007 . . . . . . . . . . F-61
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-62
F-1
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Kraton Performance Polymers, Inc.:
We have audited the accompanying consolidated balance sheets of Kraton Performance Polymers, Inc.
(formerly Polymer Holdings LLC) and subsidiaries as of December 31, 2009 and 2008, and the related
consolidated statements of operations, changes in stockholders’ and member’s equity and comprehensive income
(loss), and cash flows for each of the years in the three-year period ended December 31, 2009. These
consolidated financial statements are the responsibility of Kraton Performance Polymers, Inc.’s management.
Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects,
the financial position of Kraton Performance Polymers, Inc. and subsidiaries as of December 31, 2009 and 2008,
and the results of their operations and their cash flows for each of the years in the three-year period ended
December 31, 2009, in conformity with U.S. generally accepted accounting principles.
/S/ KPMG LLP
Houston, Texas
March 15, 2010
F-2
KRATON PERFORMANCE POLYMERS, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except par value)
December 31,
2009
December 31,
2008
ASSETS
Current Assets
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Receivables, net of allowances of $1,335 and $2,512 . . . . . . . . . . . . . . . . . . . . . .
Inventories of products, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventories of materials and supplies, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 69,291
115,329
284,258
10,862
3,107
16,770
$ 101,396
95,443
324,193
11,055
14,778
6,769
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
499,617
553,634
Property, plant and equipment, less accumulated depreciation of $236,558 and
$182,252 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
354,860
372,008
Identifiable intangible assets, less accumulated amortization of $42,741 and
$36,169 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment in unconsolidated joint venture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred financing costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other long-term assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
75,801
12,078
7,318
24,825
67,051
12,371
8,184
18,626
Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$974,499
$1,031,874
LIABILITIES AND STOCKHOLDERS’ AND MEMBER’S EQUITY
Current Liabilities
Current portion of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts payable-trade . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other payables and accruals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Due to related party . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt, net of current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
2,304
93,494
68,271
19,006
183,075
382,675
13,488
46,477
625,715
$
3,343
75,177
69,349
25,585
173,454
571,973
34,954
63,117
843,498
Commitments and contingencies (note 8)
Stockholders’ and Member’s equity
Preferred stock, $0.01 par value; 100,000 shares authorized; none issued
Common stock, $0.01 par value; 500,000 shares authorized; 29,709 shares
issued and outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additional paid in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Member’s equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
297
311,665
—
(14)
36,836
Total stockholders’ and member’s equity . . . . . . . . . . . . . . . . . . . . . . . . . . .
348,784
—
—
182,553
—
5,823
188,376
Total Liabilities and Stockholders’ and Member’s Equity . . . . . . . . . . . . . . .
$974,499
$1,031,874
See Notes to Consolidated Financial Statements
F-3
KRATON PERFORMANCE POLYMERS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
Years ended December 31,
2009
2008
2007
Operating Revenues
Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$920,362
47,642
$1,171,253
54,780
$1,066,044
23,543
Total operating revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of Goods Sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
968,004
792,472
1,226,033
971,283
1,089,587
938,556
Gross Profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
175,532
254,750
151,031
Operating Expenses
Research and development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization of identifiable intangibles . . . . . . . . . .
21,212
79,504
66,751
Total operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
167,467
Gain on Extinguishment of Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity in Earnings of Unconsolidated Joint Venture . . . . . . . . . . . . . . .
Interest Expense, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income (Loss) Before Income Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income Tax Expense (Benefit)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
23,831
403
33,956
(1,657)
(1,367)
27,049
101,431
53,162
181,642
—
437
36,695
36,850
8,431
24,865
69,020
51,917
145,802
—
626
43,484
(37,629)
6,120
Net Income (Loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Earnings (Loss) per common share
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
$
(290) $
28,419
$ (43,749)
(0.01) $
(0.01) $
1.46
1.46
$
$
(2.26)
(2.26)
Weighted average common shares outstanding
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
19,844
19,844
19,406
19,483
19,375
19,375
See Notes to Consolidated Financial Statements
F-4
KRATON PERFORMANCE POLYMERS, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ AND MEMBER’S EQUITY
AND COMPREHENSIVE INCOME (LOSS)
(In thousands)
Common
Stock
Additional
Paid in
Capital
Retained
Earnings
(post
12/17/2009)
Common
Equity
(pre
12/17/2009)
Accumulated
Other
Comprehensive
Income (Loss)
Total
December 31, 2006 . . . . . . . . . . . . . . . . . . . . . .
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —
Other comprehensive loss
$— $ —
—
$—
—
$ 183,918
(43,749)
$ 15,630
—
$199,548
(43,749)
Foreign currency translation adjustments,
net of tax . . . . . . . . . . . . . . . . . . . . . . . . . —
Realized loss on interest rate swaps, net of
tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —
Decrease in pension liability, net of deferred tax
liability of $1,800 . . . . . . . . . . . . . . . . . . . . . . —
Total comprehensive loss . . . . . . . . . . . . . . . . . .
Non-cash compensation related to equity
awards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —
December 31, 2007 . . . . . . . . . . . . . . . . . . . . . . —
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —
Other comprehensive loss
Foreign currency translation adjustments,
net of tax . . . . . . . . . . . . . . . . . . . . . . . . . —
Net unrealized loss on interest rate
swaps . . . . . . . . . . . . . . . . . . . . . . . . . . . . —
Reclassification of interest rate swaps into
earnings . . . . . . . . . . . . . . . . . . . . . . . . . . —
Increase in pension liability, net of tax . . . . . . . . —
Total comprehensive loss . . . . . . . . . . . . . . . . . .
Cash contribution from member . . . . . . . . . . . . . —
Non-cash compensation related to equity
awards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —
December 31, 2008 . . . . . . . . . . . . . . . . . . . . . . —
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —
Other comprehensive income
Foreign currency translation adjustments,
net of tax . . . . . . . . . . . . . . . . . . . . . . . . . —
Net unrealized loss on interest rate
swaps . . . . . . . . . . . . . . . . . . . . . . . . . . . . —
Reclassification of interest rate swaps into
earnings . . . . . . . . . . . . . . . . . . . . . . . . . . —
Increase in pension liability, net of tax . . . . . . . . —
Total comprehensive income . . . . . . . . . . . . . . .
Non-cash compensation related to equity
awards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —
Liquidation of Kraton Polymers Management
LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —
Non-cash contribution from member . . . . . . . . . —
Equity conversion—December 16, 2009 . . . . . .
Public stock offering, December 17, 2009 . . . . .
December 31, 2009 . . . . . . . . . . . . . . . . . . . . . .
194
103
$297
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
185,043
126,622
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
2,781
142,950
28,419
—
—
—
—
10,000
1,184
182,553
21,457
21,457
(1,863)
(1,863)
4,337
—
39,561
—
4,337
(19,818)
2,781
182,511
28,419
5,396
5,396
(858)
(858)
(1,326)
(36,950)
—
—
(1,326)
(36,950)
(5,319)
10,000
1,184
5,823
188,376
(14)
(276)
—
(290)
—
—
—
—
—
—
—
—
—
—
—
—
—
2,160
(1,760)
2,560
(185,237)
—
—
14,023
14,023
3,158
3,158
(2,827)
16,659
—
—
—
—
—
(2,827)
16,659
30,723
2,160
(1,760)
2,560
—
126,725
$ 36,836
$348,784
$311,665
$ (14)
See Notes to Consolidated Financial Statements
F-5
KRATON PERFORMANCE POLYMERS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustments to reconcile net income (loss) to net cash provided by
operating activities:
Depreciation and amortization of identifiable intangibles . . . . . . . .
Accretion of debt discount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventory impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of deferred financing costs . . . . . . . . . . . . . . . . . . . . .
Loss on disposal of fixed assets . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on extinguishment of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in fair value of interest rate swaps . . . . . . . . . . . . . . . . . . .
Distributed (undistributed) earnings in unconsolidated joint
venture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income tax expense (benefit)
. . . . . . . . . . . . . . . . . . . . . .
Non-cash compensation related to equity awards . . . . . . . . . . . . . .
Decrease (increase) in
Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Due to/from related party . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventories of products, materials and supplies . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Increase in
Years ended December 31,
2009
2008
2007
$
(290) $ 28,419
$(43,749)
66,751
5
1,769
4,090
348
(23,831)
(2,827)
30
(4,623)
2,160
(16,680)
(6,180)
44,060
(305)
53,162
24
8,100
2,139
184
—
(1,378)
604
(5,445)
1,184
42,815
(6,007)
(86,738)
(1,377)
51,917
24
—
2,715
274
—
(1,553)
(520)
1,519
2,781
8,710
14,704
17,793
(1,525)
Accounts payable-trade, other payables and accruals, and
long-term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash provided by operating activities . . . . . . . . . . . .
8,328
72,805
4,541
40,227
28,647
81,737
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment
. . . . . . . . . . . . . . . . . . . . . . .
Purchase of software . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . .
Proceeds from sale of property, plant and equipment
(38,101)
(15,322)
3,870
(24,093)
—
26
(28,713)
—
43
Net cash used in investing activities . . . . . . . . . . . . . . . .
(49,553)
(24,067)
(28,670)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repayment of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash contribution from member
Proceeds from issuance of common stock . . . . . . . . . . . . . . . . . . . . . . . .
Repayment of insurance note payable . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred financing costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash provided by (used in) financing activities . . . . .
Effect of exchange rate differences on cash . . . . . . . . . . . . . . . . . . . . . . .
Net increase (decrease) in cash and cash equivalents . . .
Cash and cash equivalents at beginning of period . . . . . . . . . . . . . . .
Cash and cash equivalents at end of period . . . . . . . . . . . . . . . . . . . . .
144,000
(308,131)
—
126,725
—
(3,216)
(40,622)
(14,735)
(32,105)
101,396
316,250
(279,644)
10,000
—
(494)
—
48,500
(92,148)
—
—
(245)
—
46,112
(43,893)
(9,153)
(4,498)
53,119
48,277
4,676
43,601
$ 69,291
$ 101,396
$ 48,277
Supplemental Disclosures
Cash paid during the period for income taxes . . . . . . . . . . . . . . . . .
Cash paid during the period for interest . . . . . . . . . . . . . . . . . . . . . .
$
9,164
$ 34,707
$ 11,251
$ 39,533
$ 8,912
$ 37,052
See Notes to Consolidated Financial Statements
F-6
KRATON PERFORMANCE POLYMERS, INC.
Notes to Consolidated Financial Statements
INDEX
1. Summary of Operations and Significant Accounting Policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2. Share-Based Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3. Detail of Certain Balance Sheet Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4. Long-Term Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5. Deferred Financing Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6. Income Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7. Employee Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8. Commitments and Contingencies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9. Fair Value Measurements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10. Significant Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11. Related Party Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12. Earnings per Common Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13. Industry Segment and Foreign Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
14. Supplemental Guarantor Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
15. Financial Instruments, Hedging Activities and Credit Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
16. Restructuring and Restructuring-related Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
17. Subsequent Event . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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1. Summary of Operations and Significant Accounting Policies
Organization and Description of Business. Kraton Performance Polymers, Inc., or Kraton Performance
Polymers, and its direct and indirect subsidiaries, are, unless the context requires otherwise, collectively referred
to herein as “we,” “our,” “us,” “our company” and/or “the Company.” Kraton Performance Polymers is the sole
Member and 100% equity owner of Kraton Polymers LLC. As used herein, the term “Kraton” refers to Kraton
Polymers LLC, and, unless the context herein requires otherwise, said term shall include the direct and indirect
subsidiaries of Kraton Polymers LLC. Kraton Polymers LLC directly or indirectly owns 100% of the equity
interests in (1) Elastomers Holdings LLC (holding company of Kraton’s United States (U.S.) operations),
(2) K.P. Global Holdings C.V. (holding company of the remainder of our global operations) and (3) Kraton
Polymers Capital Corporation (a company with no obligations). We believe we are the world’s leading producer
in terms of sales revenues and sales volumes of styrenic block copolymers, or SBCs, a family of performance
polymer products whose chemistry we pioneered over 40 years ago. SBCs are highly-engineered synthetic
elastomers which enhance the performance of numerous products by delivering a variety of performance-
enhancing characteristics, including greater flexibility, resilience, strength, durability and processability, and are
a fast growing subset of the elastomers industry. Our polymers are typically formulated or compounded with
other products to achieve improved, customer specific performance characteristics in a variety of applications.
We manufacture products at five plants globally, including our flagship plant in Belpre, Ohio, the largest and
most diversified SBC plant in the world, as well as plants in Germany, France, Brazil, and Japan. The plant in
Japan is operated by a unconsolidated manufacturing joint venture.
Corporate History
Prior to February 28, 2001, we operated as a number of business units as a part of Shell Chemicals and did
not exist as a stand-alone entity. On February 28, 2001, Ripplewood Chemical Holding LLC, or Ripplewood
Chemical, acquired us from Shell Chemicals through a master sale agreement. On December 23, 2003, Polymer
Holdings LLC acquired all of Kraton’s outstanding equity interests from Ripplewood Chemical. Prior to our
initial public offering and related reorganization transactions, described below, we were a wholly-owned
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KRATON PERFORMANCE POLYMERS, INC.
Notes to Consolidated Financial Statements—(Continued)
subsidiary of TJ Chemical Holdings LLC and were indirectly owned by certain affiliates of TPG Capital, L.P.,
which we refer to collectively as “TPG,” and certain affiliates of J.P. Morgan Partners, LLC, which we refer to
collectively as “JPMP,” and certain members of our management.
Initial Public Offering
On December 16, 2009, Polymer Holdings, and its consolidated subsidiaries were converted from a
Delaware limited liability company to a Delaware corporation and renamed Kraton Performance Polymers, Inc.
In addition, prior to the closing of the IPO, TJ Chemical, was merged into (and did not survive the merger with)
Kraton. Trading in shares of our common stock on the NYSE commenced on December 17, 2009 under the
symbol “KRA”. On December 22, 2009, Kraton Performance Polymers, Inc., the parent and owner of 100% of
the membership interests in Kraton closed its IPO. Including 887,082 shares issued on January 7, 2010 following
the exercise of the underwriters’ over-allotment option, the aggregate shares issued in connection with the IPO
amounted to 11,181,200 shares, at a price of $13.50 per share, and the net proceeds after the underwriting
discounts and commissions and fees and expenses amounted to approximately $138.0 million. We used $100.0
million of the net proceeds to prepay outstanding indebtedness, with the balance to be used for general corporate
purposes, including to fund strategic capital projects such as alternative production capabilities for Isoprene
Rubber or IR, the development of additional capacity in our Isoprene Latex business, and/or the continuation of
our upgrade of certain systems and operating controls at our Belpre, Ohio facility. Following the IPO, related
reorganization transactions, and the exercise of the underwriters’ over-allotment option TPG, owned
approximately 37.6% of our common stock and JPMP, owned approximately 25.1% of our common stock.
Basis of Presentation. The accompanying Consolidated Financial Statements presented herein are for us
and our consolidated subsidiaries, each of which is a wholly-owned subsidiary. Polymer Holdings LLC, or
Polymer Holdings, and its consolidated subsidiaries are treated as our predecessor entity for financial statement
reporting purposes. The Consolidated Financial Statements present our historical financial statements and the
historical financial statements of our predecessor. Accordingly the information for periods prior to December 22,
2009, is that of Polymer Holdings. The historical Consolidated Financial Statements presented for the years
ended December 31, 2009, 2008 and 2007 and as of December 31, 2009 and 2008 have been derived from our
audited consolidated financial statements.
These financial statements reflect all normal recurring adjustments that are, in the opinion of management,
necessary to fairly present our results of operations and financial position.
Use of Estimates. The preparation of consolidated financial statements in conformity with accounting
principles generally accepted in the United States of America requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates. Significant items subject to such
estimates and assumptions include the useful lives of fixed assets; allowances for doubtful accounts and sales
returns; the valuation of derivatives, deferred tax assets, property, plant and equipment, inventory, investments
and share-based compensation; and liabilities for employee benefit obligations, asset retirement obligations,
income tax uncertainties and other contingencies.
Reclassifications. Certain amounts reported in the Consolidated Financial Statements and Notes to
Consolidated Financial Statements for the prior periods have been reclassified to conform to the current reporting
presentation.
Cash and Cash Equivalents. It is our policy to invest our excess cash in investment instruments whose
value is not subject to market fluctuations, such as bank deposits or certificates of deposit. Other permitted
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KRATON PERFORMANCE POLYMERS, INC.
Notes to Consolidated Financial Statements—(Continued)
investments include commercial paper of major U.S. corporations with ratings of A1 by Standard & Poor’s
Ratings Group or P1 by Moody’s Investor Services, Inc., loan participations of major U.S. corporations with a
short term credit rating of A1/P1 and direct obligations of the U.S. government or its agencies. We consider all
investments having a remaining maturity of 3 months or less to be cash equivalents.
Receivables. Receivables are recorded at the invoiced amount and do not bear interest. The allowance for
doubtful accounts is our best estimate of the amount of probable credit losses in our existing receivables. We
determine the allowance based on historical write-off experience and global economic data. We review the
allowance for doubtful accounts quarterly. Past due balances over 90 days and above a specified amount are
reviewed individually for collectibility. Account balances are charged off against the allowance after all means of
collection have been exhausted and the potential for recovery is considered remote. We do not have any
off-balance sheet credit exposure related to our customers.
Inventories. Our inventory is principally comprised of finished goods inventory. Inventories are stated at the
lower of cost or market as determined on a first-in, first-out basis. On a quarterly basis, we evaluate the carrying
cost of our inventory to ensure that it is stated at the lower of cost or market. Our products are typically not
subject to spoiling or obsolescence and consequently our reserves for slow moving and obsolete inventory have
historically not been significant. Cash flows from the sale of inventory are reported in cash flows from operations
in the consolidated statement of cash flows.
Derivative Instruments and Hedging Activities. We account for derivatives and hedging activities in
accordance with FASB ASC Topic 815, Derivatives and Hedging (Statement No. 133, Accounting for Derivative
Instruments and Certain Hedging Activities, as amended), which requires entities to recognize all derivative
instruments as either assets or liabilities in the balance sheet at their respective fair values. For derivatives
designated in cash flow hedging relationships, changes in the fair value are either offset through earnings against
the change in fair value of the hedged item attributable to the risk being hedged or recognized in accumulated
other comprehensive income, to the extent the derivative is effective at offsetting the changes in cash flows being
hedged until the hedged item affects earnings.
For all hedging relationships, we formally document the hedging relationship and our risk-management
objective and strategy for undertaking the hedge, the hedging instrument, the hedged transaction, the nature of
the risk being hedged, how the hedging instrument’s effectiveness in offsetting the hedged risk will be assessed
prospectively and retrospectively, and a description of the method used to measure ineffectiveness. We also
formally assesses, both at the inception of the hedging relationship and on an ongoing basis, whether the
derivatives that are used in hedging relationships are highly effective in offsetting changes in cash flows of
hedged transactions. For derivative instruments that are designated and qualify as part of a cash flow hedging
relationship, the effective portion of the gain or loss on the derivative is reported as a component of other
comprehensive income and reclassified into earnings in the same period or periods during which the hedged
transaction affects earnings. Gains and losses on the derivative representing either hedge ineffectiveness or hedge
components excluded from the assessment of effectiveness are recognized in current earnings.
We discontinue hedge accounting prospectively when we determine that the derivative is no longer effective
in offsetting cash flows attributable to the hedged risk, the derivative expires or is sold, terminated, or exercised,
the cash flow hedge is dedesignated because a forecasted transaction is not probable of occurring, or management
determines to remove the designation of the cash flow hedge.
In all situations in which hedge accounting is discontinued and the derivative remains outstanding, we
continue to carry the derivative at its fair value on the balance sheet and recognize any subsequent changes in its
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KRATON PERFORMANCE POLYMERS, INC.
Notes to Consolidated Financial Statements—(Continued)
fair value in earnings. When it is probable that a forecasted transaction will not occur, we discontinue hedge
accounting and recognize immediately in earnings gains and losses that were accumulated in other
comprehensive income related to the hedging relationship.
Property, Plant and Equipment. Property, plant and equipment are recorded at cost. Major renewals and
improvements which extend the useful lives of equipment are capitalized. Repair and maintenance expenses are
charged to operations as incurred. Disposals are removed at carrying cost less accumulated depreciation with any
resulting gain or loss reflected in operations. We capitalize interest costs which are incurred as part of the cost of
constructing major facilities and equipment. We did not record any capitalized interest in any periods presented.
Depreciation is provided using the straight-line method over the following average estimated useful lives:
Machinery and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Building and land improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Computer hardware/information systems . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Office equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Research equipment and facilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vehicles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
20 years
20 years
3 years
5 years
5 years
5 years
Major Maintenance Activities. We incur maintenance costs on our major equipment. Repair and
maintenance costs are expensed as incurred.
Asset Retirement Obligations. We account for asset retirement obligations pursuant to the provisions of ASC
410-20, “Asset Retirement Obligations.” ASC 410-20 requires us to record the fair value of an asset retirement
obligation as a liability in the period in which we incur a legal obligation associated with the retirement of tangible
long-lived assets that result from the acquisition, construction, development, and/or normal use of the assets. ASC
410-20 also requires us to record a corresponding asset that is depreciated over the life of the asset. Subsequent to
the initial measurement of the asset retirement obligation, the obligation is to be adjusted at the end of each period to
reflect the passage of time and changes in the estimated future cash flows underlying the obligation.
We have no assets that are legally restricted for purposes of settling asset retirement obligations. We have
determined that we have contractual or regulatory requirements to decommission and perform other remediation
for many of our manufacturing facilities and other assets upon retirement. These manufacturing facilities have
historically been profitable, and we plan to continue to upgrade these assets and expand the manufacturing
capacity in conjunction with the growing market for our products. We plan to operate our manufacturing
facilities for the foreseeable future and there are no current plans to close or convert these assets for use in the
manufacture of fundamentally different products. Unlike our manufacturing assets in the United States and
Brazil, our manufacturing assets in Europe are all located on leased land. For these assets, we used the lease
termination dates as the estimate for when our asset retirement obligations related to those assets will be settled.
Long-Lived Assets. In accordance with Impairment or Disposal of Long-Lived Assets Subsections of FASB
ASC Subtopic 360-10, Property, Plant, and Equipment—Overall, (FASB Statement No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets, long-lived assets, such as property, plant, and equipment, and
purchased intangible assets subject to amortization, are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a
long-lived asset or asset group be tested for possible impairment, we first compare undiscounted cash flows
expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived
asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the
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KRATON PERFORMANCE POLYMERS, INC.
Notes to Consolidated Financial Statements—(Continued)
extent that the carrying value exceeds its fair value. Fair value is determined through various valuation
techniques including discounted cash flow models, quoted market values and third-party independent appraisals,
as considered necessary.
Identifiable Intangible Assets. We have identifiable intangible assets related to technology, tradenames/
trademarks, customer relationships and software as detailed in Note 3 below. Identifiable intangible assets are
amortized on the straight-line method over the estimated useful lives of the assets. The estimated useful life of
technology, tradenames/trademarks and customer relationships is 15 years, while the estimated useful life of
software is 10 years.
Pension and Other Postretirement Plans. We have a noncontributory defined benefit pension plan covering
substantially all of our employees upon their retirement. The benefits are based on age, years of service and the
level of compensation during the five years before retirement. We also sponsor a defined benefit health care plan
for substantially all retirees and full-time employees.
We record annual amounts relating to our pension and postretirement plans based on calculations that
incorporate various actuarial and other assumptions, including discount rates, mortality, assumed rates of return,
compensation increases, turnover rates and healthcare cost trend rates. We review our assumptions on an annual
basis and make modifications to the assumptions based on current rates and trends when it is appropriate to do
so. The effect of modifications to those assumptions is recorded in accumulated other comprehensive income and
amortized to net periodic cost over future periods using the corridor method. We believe that the assumptions
utilized in recording our obligations under our plans are reasonable based on our experience and market
conditions.
The net periodic costs are recognized as employees render the services necessary to earn the postretirement
benefits.
Investment in Unconsolidated Joint Venture. Our 50% equity investment in a manufacturing joint venture
at our Kashima site is accounted for under the equity method with our share of the operating results of the joint
venture classified within equity in earnings of unconsolidated joint venture in the Consolidated Statements of
Operations.
We evaluate our equity method investment for impairment when events or changes in circumstances
indicate, in management’s judgment, that the carrying value of such investment may have experienced an other-
than-temporary decline in value. When evidence of loss in value has occurred, management compares the
estimated fair value of the investment to the carrying value of the investment to determine whether an
impairment has occurred. Management assesses the fair value of its equity method investment using commonly
accepted techniques, and may use more than one method, including, but not limited to, recent third party
comparable sales, internally developed discounted cash flow analysis and analysis from outside advisors. If the
estimated fair value is less than the carrying value and management considers the decline in value to be other
than temporary, the excess of the carrying value over the estimated fair value is recognized in the financial
statements as an impairment.
Deferred Financing Costs. We capitalize financing fees and other related costs and amortize them to
interest expense over the term of the related debt instrument using the effective interest method.
Environmental Costs. Environmental costs are expensed as incurred unless the expenditures extend the
economic useful life of the relevant assets. Costs that extend the economic life of assets are capitalized and
depreciated over the remaining life of those assets. Liabilities are recorded when environmental assessments, or
remedial efforts are probable, and the cost can be reasonably estimated.
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KRATON PERFORMANCE POLYMERS, INC.
Notes to Consolidated Financial Statements—(Continued)
Disclosures about Fair Value of Financial Instruments. The carrying amount approximates fair value for
cash and cash equivalents, receivables, accounts payable and certain accrued expenses due to the short maturities
of these instruments. The fair values of long-term debt instruments and the interest rate swap agreements are
estimated based upon market values (if applicable) or on the current interest rates available to us for debt with
similar terms and remaining maturities. Considerable judgment is required in developing these estimates.
Revenue Recognition. Sales are recognized in accordance with the U.S. Securities and Exchange
Commission’s Staff Accounting Bulletin (“SAB”) No. 104, “Revenue Recognition in Financial Statements”
when the revenue is realized or realizable, and has been earned. Revenue for product sales is recognized as risk
and title to the product transfer to the customer, which usually occurs at the time shipment is made. The
Company’s products are generally sold FOB (free on board) shipping point or, with respect to countries other
than the United States, an equivalent basis. As such, title to the product passes when the product is delivered to
the freight carrier. The Company’s standard terms of delivery are included in its contracts of sale, order
confirmation documents and invoices.
Shipping and other transportation costs charged to customers are recorded in both sales and cost of sales.
Sales revenues are reduced by the expense of rebates to customers as agreed upon volume targets are met.
We have entered into agreements with some of our customers, whereby they earn rebates from us when the
volume of their purchases of our product reach certain agreed upon levels. We recognize the rebate obligation
under these agreements as a reduction of revenue based on an allocation of the cost of honoring the rebates that
are earned to each of the underlying revenue transactions that result in progress by the customer toward earning
the rebate.
Research and Development Expenses. Research and development expenses are expensed as incurred.
Leases. All leases entered into as of December 31, 2009 are classified as operating leases. For those leases
which contain escalating rent payment clauses, we use the straight-line method to record lease expense.
Income Taxes. We conduct operations in separate legal entities; as a result, income tax amounts are
reflected in these consolidated financial statements for each of those jurisdictions.
Deferred taxes result from differences between the financial and tax bases of our assets and liabilities and
are adjusted for changes in tax rates and tax laws when changes are enacted. Valuation allowances are recorded
to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized.
In assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some
portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income during the periods in which those temporary differences
become deductible. We consider the scheduled reversal of deferred tax liabilities, projected future taxable income
and tax planning strategies in making this assessment. Based upon the level of historical taxable income and
projections for future taxable income over the periods in which the deferred tax assets are deductible, we believe
it is more likely than not that we will realize the benefits of these deductible differences, net of the existing
valuation allowances.
Foreign Currency Translation and Foreign Currency Exchange Rates. Financial statements of our
operations outside the United States where the local currency is considered to be the functional currency are
translated into U.S. dollars using the exchange rate at each balance sheet date for assets and liabilities and the
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KRATON PERFORMANCE POLYMERS, INC.
Notes to Consolidated Financial Statements—(Continued)
average exchange rate for each period for revenues, expenses, gains, and losses and cash flows. The effects of
translating such operations into U.S. dollars are included as a component of other comprehensive income (loss)
in stockholders’/ member’s equity.
New Accounting Pronouncements—2009. The following new accounting pronouncements were adopted
during 2009 and the effect of such adoption, if applicable, has been presented in the accompanying Consolidated
Financial Statements:
Adopted Accounting Standards
In January 2009, the Financial Accounting Standards Board (“FASB”), issued FASB Staff Position (“FSP”)
No. FAS No. 132(R)-1 “Employers Disclosures about Pensions and Other Postretirement Benefit Plan Assets”
(“FSP FAS No. 132(R)-1”), included in the Codification as ASC 715-20-65-2. This topic provides guidance on
an employer’s disclosures about plan assets of a defined benefit pension or other postretirement plan. This topic
is effective for fiscal years ending after December 15, 2009. Our adoption of the new guidance did not have a
material effect on our consolidated financial statements.
In May 2009, the FASB issued new guidance for subsequent events. The new guidance, which is part of
ASC 855, Subsequent Events, is intended to establish general standards of accounting for and disclosure of
events that occur after the balance sheet date but before financial statements are issued or are available to be
issued. Specifically, this guidance sets forth the period after the balance sheet date during which management of
a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in
the financial statements, the circumstances under which an entity should recognize events or transactions
occurring after the balance sheet date in its financial statements, and the disclosures that an entity should make
about events or transactions that occurred after the balance sheet date. The new guidance is effective for fiscal
years and interim periods ended after June 15, 2009 and will be applied prospectively. Our adoption of the new
guidance did not have a material effect on our consolidated financial statements.
In April 2008, the FASB issued FSP No. 142-3, “Determination of the Useful Life of Intangible Assets”
(“FSP No. 142-3”), included in the Codification as ASC 350-30-50-4. This topic amends the factors that should
be considered in developing renewal or extension assumptions used to determine the useful life of a recognized
intangible asset. This topic is effective for financial statements issued for fiscal years beginning after
December 15, 2008 and interim periods within those fiscal years. On January 1, 2009, we adopted this topic,
which did not have any impact on our consolidated financial statements.
In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging
Activities-an amendment of FASB Statement No. 133” (“SFAS No. 161”), included in the Codification as
ASC 815-10-65-1. This topic requires enhanced disclosure related to derivatives and hedging activities. This
topic must be applied prospectively to all derivative instruments and non-derivative instruments that are
designated and qualify as hedging instruments and related hedged items for all financial statements issued for
fiscal years and interim periods beginning after November 15, 2008. We adopted this topic on January 1, 2009.
In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations”
(“SFAS 141(R)”), which is a revision of SFAS 141, “Business Combinations,” included in the Codification as
ASC 805-10-05-2. The primary requirements of this topic are as follows: (i) Upon initially obtaining control, the
acquiring entity in a business combination must recognize 100% of the fair values of the acquired assets,
including goodwill, and assumed liabilities, with only limited exceptions even if the acquirer has not acquired
100% of its target. As a consequence, the current step acquisition model will be eliminated. (ii) Contingent
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KRATON PERFORMANCE POLYMERS, INC.
Notes to Consolidated Financial Statements—(Continued)
consideration arrangements will be fair valued at the acquisition date and included on that basis in the purchase
price consideration. The concept of recognizing contingent consideration at a later date when the amount of that
consideration is determinable beyond a reasonable doubt, will no longer be applicable. (iii) All transaction costs
will be expensed as incurred. This topic is effective as of the beginning of an entity’s first fiscal year beginning
after December 15, 2008. Our adoption of this topic on January 1, 2009 has had no impact to our financial
position, results of operations or cash flows. A significant impact may, however, be realized on any future
acquisitions by us. The amount of such impact will depend on the nature and terms of such future acquisition, if
any.
New Accounting Pronouncements. The following new accounting pronouncements have been issued, but
have not yet been adopted as of December 31, 2009:
Future Adoption of Accounting Standards
In October 2009, FASB issued Accounting Standards Update (ASU), Number 2009-13 “Revenue
Recognition (Topic 605): Multiple-Deliverable Arrangements—consensus of the FASB Emerging Issues Task
Force.” This update amends the revenue recognition guidance for arrangements with multiple deliverables. The
amendments allow vendors to account for products and services separately rather than as a combined unit. A
selling price hierarchy for determining the selling price of each deliverable is established in this ASU, along with
eliminating the residual method. The amendments are effective for revenue arrangements that begin or are
changed in fiscal years that start June 15, 2010 or later. We are in the process of assessing the provisions of this
new guidance and currently do not expect that the adoption will have a material impact on our consolidated
financial statements.
2. Share-Based Compensation
We account for share-based awards under the provisions of ASC 718, “Share-Based Payment,” which
established the accounting for share-based awards exchanged for employee services. Accordingly, share-based
compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense
over the requisite service period. We record non-cash compensation expense for the restricted membership units,
notional membership units and option awards over the vesting period using the straight-line method. See Note 12
for further discussion.
See Note 7(f) for a description of the TJ Chemical Holdings LLC 2004 Option Plan. There were 0,
11,463,118 and 50,000 options granted under this plan to our employees and directors during the years ended
December 31, 2009, 2008 and 2007, respectively. We awarded 74,008 shares of restricted stock on December 22,
2009. There were no options exercised during the years ended December 31, 2009, 2008 and 2007, respectively.
We record non-cash compensation expense for the restricted membership units, notional membership units
and option awards over the vesting period using the straight-line method. We recorded share-based employee
compensation expense of approximately $1.4 million, $0.8 million and $1.5 million for the years ended
December 31, 2009, 2008 and 2007, respectively, net of tax effects of $0.8 million, $0.4 million and $0.9 million,
respectively. At December 31, 2009, there was approximately $1.4 million of unrecognized compensation cost
related to non-vested option awards, and $1.5 million of unrecognized compensation expense related to
non-vested restricted membership unit and notional membership unit awards expected to be recognized over a
weighted-average period of 6.8 years.
F-14
KRATON PERFORMANCE POLYMERS, INC.
Notes to Consolidated Financial Statements—(Continued)
Stock Option Activity
Information pertaining to option activity for the year ended December 31, 2009 is as follows:
Outstanding at December 31, 2008 . . . . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited or expired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Conversion rate is 7.4008 new to 100 old(2)
Outstanding at December 16, 2009 . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . .
Outstanding at December 17, 2009 . . . . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited or expired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Outstanding at December 31, 2009 . . . . . . . . . . . . . . . . . . . . . . .
Options
(in thousands)
22,101
—
—
685
21,416
1,585
—
—
—
1,585
$ 1.00
—
—
1.00
1.00
13.51
—
—
—
13.51
Exercisable at December 31, 2009 . . . . . . . . . . . . . . . . . . . . . . .
955
13.51
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Life
Aggregate
Intrinsic
Value(1)
(in millions)
—
—
—
—
—
—
—
—
—
0.1
—
(in years)
6.8
—
—
—
—
—
—
—
—
6.8
6.0
(1) The intrinsic value of a stock option is the amount by which the market value of the underlying stock
exceeds the exercise price of the option.
(2) 100 ÷ 7.4008 = 13.51.
Prior to December 17, 2009, we engaged an independent valuation and financial consultant to estimate the
fair value of the options issued using the Black-Scholes Merton option-pricing model.
The number, weighted average exercise price and weighted average remaining contractual life of options
outstanding as of December 31, 2009, and the number and weighted average exercise price of options exercisable
as of December 31, 2009 follow:
Outstanding options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercisable options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$13.51
13.51
Range of
Exercise Prices
Weighted
Average
Exercise
Price
$13.51
13.51
Weighted
Average
Remaining
Life
(in years)
6.8
6.0
Options
(in thousands)
1,585
955
See Note 7(e) for a description of the TJ Chemical Holdings LLC Membership Units Plan. TJ Chemical
Holdings LLC may grant time-vested restricted membership units and time-vested notional membership units to
certain employees. Holders of notional membership units do not have any beneficial ownership in the underlying
membership units and the grant represents an unsecured promise to deliver membership units on a future date.
Actual membership units underlying the restricted membership units and the notional membership units will not
be distributed until the earlier of a change in control or the termination of the grantee’s employment.
F-15
KRATON PERFORMANCE POLYMERS, INC.
Notes to Consolidated Financial Statements—(Continued)
The following table represents the restricted membership units, notional membership units and restricted
stock granted, vested and forfeited during 2009.
Grant Date
Fair Value
per Unit
Unit
(in thousands)
Restricted and Notional Units and Restricted Stock
Non-vested shares at January 1, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-vested shares at December 16, 2009 . . . . . . . . . . . . . . . . . . . . . . . .
Conversion rate is 7.4008 new to 100 old
Non-vested shares at December 17, 2009 . . . . . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-vested shares at December 31, 2009 . . . . . . . . . . . . . . . . . . . . . . . .
2,454
—
—
729
1,725
128
74
—
—
202
$ 1.00
—
—
1.00
$ 1.00
$13.51
13.51
—
—
$13.51
Weighted-Average Assumptions for Option Pricing
Risk-free interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected dividend yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected volatility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
n/a
n/a
n/a
n/a
3.59%
0.00%
0.38
5 years
3.40%
0.00%
0.40
5 years
2009
2008
2007
Since our membership units were privately held prior to the IPO, the estimated volatility is based on the
historical volatility of similar companies’ stock that is publicly traded. The expected term of options represents
the period of time that options granted are expected to be outstanding. The risk free interest rate for the periods
within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant.
The weighted average fair value per option at the date of grant for options granted in 2008 and 2007 was
$0.31 in both years, as valued using the Black-Scholes Merton option-pricing model. No options were granted in
2009. Option grants subsequent to 2009 will be valued at the fair market value of our common stock on the date
of grant.
F-16
KRATON PERFORMANCE POLYMERS, INC.
Notes to Consolidated Financial Statements—(Continued)
3. Detail of Certain Balance Sheet Accounts
Inventories of products, net:
Finished products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Work in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Raw materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$223,500
3,254
57,504
$271,449
1,781
50,963
December 31,
2009
2008
(in thousands)
Property, plant and equipment:
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Plant and equipment
Construction in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less accumulated depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Identifiable intangible assets:
Technology . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Customer relations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trademarks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Software . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less accumulated amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$284,258
$324,193
$
8,782
32,467
508,057
42,112
591,418
236,558
$ 15,240
37,601
482,880
18,539
554,260
182,252
$354,860
$372,008
$ 44,813
35,213
23,194
15,322
118,542
42,741
$ 44,813
35,213
23,194
—
103,220
36,169
$ 75,801
$ 67,051
Other payables and accruals:
Employee related . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property and other taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Customer rebates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income taxes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Derivative liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pernis restructuring . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
5,783
7,366
4,255
2,960
4,000
2,926
9,874
31,107
$ 25,418
10,316
—
4,402
8,538
5,483
—
15,192
$ 68,271
$ 69,349
We recorded lower-of-cost-or-market adjustments for inventories in cost of goods sold of $0.7 million and
$8.1 million in 2009 and 2008, respectively.
The identifiable intangible assets are amortized on the straight-line method over the estimated useful lives of
the assets. The estimated useful life of technology, tradenames/trademarks and customer relationships is 15
years, while the estimated useful life of software is 10 years. Aggregate amortization expense for amortizing
intangible assets was approximately $6.6 million, $7.0 million and $7.2 million for the years ended
December 31, 2009, 2008 and 2007, respectively. Estimated amortization expense for each of the next five years
F-17
KRATON PERFORMANCE POLYMERS, INC.
Notes to Consolidated Financial Statements—(Continued)
is approximately $6.6 million. Identifiable intangibles were adjusted in 2007 for the realization of certain excess
tax basis that had not previously been recognized in the consolidated financial statements.
Accumulated other comprehensive income consists of the following:
Foreign currency adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrealized gain on interest rate swaps, net of tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pension adjustment, net of tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 55,765
(1,780)
(17,149)
$ 41,742
(2,111)
(33,808)
Total accumulated other comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 36,836
$ 5,823
December 31,
2009
December 31,
2008
(in thousands)
4. Long-Term Debt
Long-term debt consists of the following:
December 31,
2009
2008
(in thousands)
Senior Secured Credit Facilities:
Revolving loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Term loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12.00% discount notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8.125% discount notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8.125% discount notes held in Treasury . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ — $ 50,000
325,071
221,729
245
250
200,000
170,000
—
(7,000)
Total debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less current portion of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
384,979
2,304
575,316
3,343
Total long-term debt
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$382,675
$571,973
(a) Term Loans and Revolving Loans. On May 12, 2006 we entered into an amendment (the
“Amendment”) to our senior secured credit agreement, or the Credit Agreement, dated as of December 23, 2003,
as amended as of March 4, 2004, as further amended as of October 21, 2004 and as further amended as of
February 16, 2006 in order to provide a portion of the funds required in connection with the cash tender offer and
consent solicitation commenced on April 24, 2006 by us and Polymer Holdings Capital Corporation with respect
to any and all of our outstanding 12.0% discount notes. On May 12, 2006 all but $250,000 of the $150,000,000
12.0% discount notes validly tendered and not withdrawn in the tender offer (representing approximately 99.8%
of the aggregate amount of outstanding 12.0% discount notes) were accepted for payment and purchased for
aggregate total consideration equal to $128,785,000.
The Amendment provided for, among other things, a new term facility (the “Term Facility”) of $385
million, representing a $25 million increase over the original Term Facility, and extending the maturity of the
Term Facility from December 23, 2010 to May 12, 2013. The Amendment extended the maturity of the revolving
facility (the “Revolving Facility”), from December 23, 2008 to May 12, 2011 and provided for the possibility of
increasing the existing Revolving Facility from $60 million to $80 million, subject to new revolving lenders
becoming parties to the Credit Agreement. On June 7, 2006, we entered into a Joinder Agreement with a new
revolving lender that increased the Revolving Facility to $75.5 million from $60.0 million. In addition to the
foregoing, the Amendment reduced the interest rate margin on the Term Facility, eliminated certain affirmative
F-18
KRATON PERFORMANCE POLYMERS, INC.
Notes to Consolidated Financial Statements—(Continued)
and negative covenants, including a covenant that limited our ability to make capital expenditures, and modified
the financial ratios we are required to maintain. On the effective date of the Amendment, we borrowed the full
$385 million available under the new Term Facility and used the proceeds to prepay in full existing borrowings
under the original Term Facility, provided a portion of the funds necessary to consummate the tender offer for
the 12.0% discount notes and pay fees and expenses related to the foregoing.
The amendment as of October 20, 2009, or the October 2009 Amendment, permits Kraton to convert all or a
portion of existing term loans into separate classes of extended term loans that extend the scheduled amortization
and maturity of the existing term loans. The extended term loans are required to be substantially identical to the
terms of the existing term facility, with the exception of scheduled installment payments and maturity, fees,
interest rates and prepayment rights. There is no limit on the number of classes of term loans outstanding at any
one time. The October 2009 Amendment also permits Kraton to establish separate classes (but in no event more
than three at any time) of commitments to replace all or a portion of the existing revolving commitments. The
terms of Replacement Revolving Commitments are required to be substantially identical to the terms of the
existing revolving commitments, with the exception of maturity, fees and interest rates. Finally, the October 2009
Amendment also allows the Borrower to incur indebtedness secured pari passu with the collateral securing the
existing lenders under the existing Credit Agreement to refinance existing term loans. This refinancing
indebtedness may not amortize or mature prior to the maturity of the existing term loans.
A further amendment on November 30, 2009, or the November 2009 Amendment, increased the maximum
available borrowings under the revolving commitments from $75.5 million to $80.0 million and extended the
maturity on $79.8 million of the revolving commitments from May 2011 to May 2013.
Kraton is the borrower under the amended Credit Agreement and its wholly-owned domestic subsidiaries
along with us have guaranteed the amended Credit Agreement. We refer to these guarantors, together with
Kraton, as the Loan Parties. The Credit Agreement is secured by a perfected first priority security interest in
substantially all of each Loan Party’s tangible and intangible assets, including intellectual property, real property,
all of Kraton’s capital stock and the capital stock of Kraton’s domestic subsidiaries and 65% of the capital stock
of the direct foreign subsidiaries of each Loan Party.
For the years ended December 31, 2009, 2008 and 2007, Kraton made prepayments on the term portion of
its senior secured credit facility in the amounts of $100.0 million, $10.0 million and $40.0 million, which resulted
in the write off of approximately $1.5 million, $0.2 million and $0.6 million of deferred financing cost,
respectively.
As of December 31, 2009, Kraton had no outstanding borrowings under the revolving facility.
The following is a summary of the material terms of the amended Credit Agreement. This description does
not purport to be complete and is qualified in its entirety by reference to the provisions of the Credit Agreement.
In these notes to the consolidated financial statements, the loans made under the Revolving Facility are
referred to as the Revolving Loans, and the loans made under the Term Facility are referred to as the Term
Loans.
Maturity. The loans made under the portion of the revolving commitments extended pursuant to the
November 2009 Amendment are payable in a single maturity on May 12, 2013. The $200,000 portion of the
revolving commitments that were not extended pursuant to November 2009 Amendment are payable on May 12,
2011. The loans made under the existing term facility are payable in 10 remaining consecutive equal quarterly
F-19
KRATON PERFORMANCE POLYMERS, INC.
Notes to Consolidated Financial Statements—(Continued)
installments, in an aggregate annual amount equal to 1.0% of the original principal amount of such loans. The
remaining balance is payable in four equal quarterly installments commencing on September 30, 2012 and
ending on May 12, 2013.
Interest. The loans made under the existing term facility bear interest at a rate equal to the adjusted
Eurodollar rate plus 2.00% per annum or, at Kraton’s option, the base rate plus 1.00% per annum. Interest is
payable on the last day of each interest period selected by Kraton under the Credit Agreement, and in any event
at least quarterly. The average effective interest rates on the loans made under the existing term facility for the
years ended December 31, 2009 and 2008 were 4.5% and 5.0%, respectively. The loans made under the portion
of the revolving commitments extended pursuant to the November 2009 Amendment bear interest at a rate equal
to the adjusted Eurodollar rate plus a margin of between 3.00% and 3.50% per annum (depending on Kraton’s
consolidated leverage ratio) or at Kraton’s option, the base rate plus a margin of between 2.00% and 2.50% per
annum (also depending on Kraton’s consolidated leverage ratio). In addition, with respect to the extended portion
of the revolving commitments, an annual commitment fee equal to 0.75% payable quarterly on the daily average
undrawn portion of revolving commitments extended pursuant to the November 2009 Amendment accrues and is
payable quarterly in arrears.
The terms of the $200,000 portion of the revolving commitments that were not extended pursuant to
November 2009 Amendment were not changed. Loans made under this portion of the revolving commitments
bear interest at a rate equal to the adjusted Eurodollar rate plus a margin of between 2.00% and 2.50% per
annum, depending on Kraton’s leverage ratio, or at Kraton’s option, the base rate plus a margin of between
1.00% and 1.50% per annum, depending on Kraton’s leverage ratio. The unused commitment fee for the
unextended revolving commitments is 0.5%.
Mandatory Prepayments. The existing term facility is subject to mandatory prepayment with, in general:
(1) 100% of the net cash proceeds of certain asset sales, subject to certain reinvestment rights; (2) 100% of the
net cash proceeds of certain insurance and condemnation payments, subject to certain reinvestment rights;
(3) 50% of the net cash proceeds of certain equity offerings of TJ Chemical Holdings LLC or us (declining to
25%, if a leverage ratio is met); (4) 100% of the net cash proceeds of debt incurrences (other than debt
incurrences permitted under the Credit Agreement); and (5) 50% of Kraton’s excess cash flow, as defined in the
Credit Agreement (declining to 25%, if a leverage ratio is met and to 0% if a further leverage ratio is met). Any
such prepayment is applied first to the term facility and thereafter to the revolving facility.
Covenants. The Credit Agreement contains certain affirmative covenants including, among others,
covenants to furnish the Lenders with financial statements and other financial information and to provide the
Lenders notice of material events and information regarding collateral.
The Credit Agreement contains certain negative covenants that, among other things, restrict Kraton’s ability,
subject to certain exceptions, to incur additional indebtedness, grant liens on its assets, undergo fundamental
changes, make investments, sell assets, make acquisitions, engage in sale and leaseback transactions, make
restricted payments, engage in transactions with its affiliates, amend or modify certain agreements and charter
documents and change its fiscal year. The covenants also restrict our activities. Kraton is required to maintain a
fiscal quarter end interest coverage ratio of at least 2.75:1.00 through December 31, 2009; and of at least
3.00:1.00 beginning March 31, 2010 and continuing thereafter. In addition, Kraton is required to maintain a fiscal
quarter end leverage ratio not to exceed 4.00 beginning December 31, 2009 and continuing thereafter.
As of December 31, 2009, we were in compliance with the applicable financial ratios in the senior secured
credit facility and the other covenants contained in the senior secured credit facility and the indentures governing
the senior subordinated notes.
F-20
KRATON PERFORMANCE POLYMERS, INC.
Notes to Consolidated Financial Statements—(Continued)
On January 14, 2008, we received an equity investment of $10.0 million, of which $9.6 million was
included in the financial covenant calculation for the twelve-month period ending December 31, 2007 and was
included in the fiscal quarter covenant calculations through the fiscal quarter ending September 30, 2008
pursuant to the equity cure provisions included in the Credit Agreement.
(b) Senior Discount Notes Due July 15, 2014 As part of a refinancing of indebtedness on November 2,
2004, Polymer Holdings issued the 12% discount notes. The following is a summary of the material terms of the
12% discount notes. This description does not purport to be complete and is qualified, in its entirety, by reference
to the provisions of the indenture governing the 12% discount notes.
Interest. No cash interest accrued on the 12% discount notes prior to January 15, 2009. Thereafter, cash
interest on the 12% discount notes will accrue and be payable semi-annually in arrears on January 15 and July 15
of each year, commencing on July 15, 2009, at a rate of 12.000% per annum.
Accretion. The 12% discount notes were issued at a substantial discount to their principal amount at
maturity and generated gross proceeds of approximately $91.9 million. The accreted value of each 12% discount
note increased on a daily basis from the date of issuance until January 15, 2009, at a rate of 12% per annum,
reflecting the accrual of non-cash interest, such that the accreted value on January 15, 2009, equals the principal
amount at maturity.
Guarantees. None of Polymer Holdings’ subsidiaries guarantee the 12% discount notes.
Holding Company Structure and Ranking. Kraton Performance Polymers is a holding company and does
not have any material assets or operations other than ownership of Kraton’s capital stock. All of its operations are
conducted through Kraton and Kraton’s subsidiaries and, therefore, Kraton Performance Polymers will be
dependent upon Kraton’s cash flow and the cash flow of our subsidiaries to meet its obligations under the 12%
discount notes. As a result of the holding company structure, any right of Kraton Performance Polymers and its
creditors, including the holders of the 12% discount notes, to participate in the assets of any of its subsidiaries
upon such subsidiary’s liquidation or reorganization will be structurally subordinated to the claims of that
subsidiary’s creditors and holders of preferred stock of such subsidiary, if any. In addition, in the event of the
bankruptcy, liquidation, reorganization or other winding up of Kraton Performance Polymers, or upon a default
in payment with respect to, or the acceleration of, any indebtedness under the senior secured credit facility or
other secured indebtedness of Kraton Performance Polymers, the assets of Kraton Performance Polymers will be
available to pay obligations on the 12% discount notes only after all secured indebtedness has been repaid from
such assets.
Optional Redemption. Polymer Holdings may elect to redeem the 12% discount notes at certain
predetermined redemption prices, plus accrued and unpaid interest.
Covenants. The 12% discount notes contain certain affirmative covenants including, among others, to
furnish the holders of 12% discount notes with financial statements and other financial information and to
provide the holders of 12% discount notes notice of material events.
The 12% discount notes contain certain negative covenants including limitations on indebtedness,
limitations on restricted payments, limitations on restrictions on distributions from certain subsidiaries,
limitations on lines of business and merger and consolidations.
As of December 31, 2009, Polymer Holdings was in compliance with all covenants under the 12% discount
notes.
F-21
KRATON PERFORMANCE POLYMERS, INC.
Notes to Consolidated Financial Statements—(Continued)
Exchange Offer. On October 20, 2005, Polymer Holdings completed an offer to exchange all of its
outstanding 12% discount notes issued under an exemption from the registration requirement of the Securities
Act, for notes registered under the Securities Act. In this offer, 100% of the outstanding notes issued under the
exemptions from registration were tendered and exchanged for registered notes. The registered notes are identical
to the unregistered notes, except that the registered notes do not carry transfer restrictions.
(c) Senior Subordinated Notes Due January 15, 2014. On December 23, 2003, Kraton and Kraton
Polymers Capital Corporation issued the 8.125% Notes in an aggregate principal amount of $200.0 million. The
8.125% Notes are subject to the provisions for mandatory and optional prepayment and acceleration and are
payable in full on January 15, 2014. Polymer Holdings and each of Kraton Polymers U.S. LLC and Elastomers
Holdings LLC, which we refer to collectively as the Subsidiary Guarantors, have guaranteed the 8.125% Notes.
The amount of 8.125% Notes outstanding at December 31, 2009 and 2008, was $163 million and $200.0 million.
Interest. The 8.125% Notes bear interest at a fixed rate of 8.125% per annum. Interest is payable semi-
annually on January 15 and July 15.
Optional Redemption. Kraton may redeem all or a part of the senior subordinated notes at the redemption
prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, on
the Notes redeemed to the applicable redemption date.
Year
2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2013 and thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Percentage
102.708%
101.354%
100.000%
100.000%
Purchase of a Portion of the Senior Subordinated Notes. In April 2009, TJ Chemical purchased
approximately $6.3 million face value of the senior subordinated notes for cash consideration of $2.5 million,
which included accrued interest of $0.1 million. Immediately upon purchasing the senior subordinated notes, TJ
Chemical contributed the purchased notes to us, and we in turn contributed the notes to Kraton. No equity
interest or other consideration was issued in exchange for the contribution of the senior subordinated notes,
although equity of each of Kraton Performance and Kraton was increased by an amount equal to the cash
consideration paid by TJ Chemical. Kraton holds the senior subordinated notes as treasury bonds. Also in April
2009, Kraton purchased approximately $0.7 million face value of the senior subordinated notes for cash
consideration of $0.3 million which Kraton is holding as treasury bonds. We recorded a gain of approximately
$4.3 million on the extinguishment of debt in the quarter ended June 30, 2009.
On March 16, 2009, Kraton purchased and retired $30 million face value of the senior subordinated notes
for cash consideration of $10.9 million, which included accrued interest of $0.4 million. We recorded a gain of
approximately $19.5 million in the quarter ending March 31, 2009 related to the purchase and retirement of these
senior subordinated notes.
Covenants. The 8.125% Notes contain certain affirmative covenants including, among others, covenants to
furnish the holders of the 8.125% Notes with financial statements and other financial information and to provide
the holders of the 8.125% Notes notice of material events.
The 8.125% Notes contain certain negative covenants including limitations on indebtedness, limitations on
restricted payments, limitations on restrictions on distributions from certain subsidiaries, limitations on lines of
businesses and mergers and consolidations. As of December 31, 2009, we were in compliance with all covenants
under the 8.125% Notes.
F-22
KRATON PERFORMANCE POLYMERS, INC.
Notes to Consolidated Financial Statements—(Continued)
(d) Debt Maturities. The estimated remaining principal payments on our outstanding total debt as of
December 31, 2009, are as follows:
Principal
Payments
(in thousands)
December 31:
2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2014 and thereafter
2,304
$
$
2,304
$109,137
$107,984
$163,250
Total debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$384,979
5. Deferred Financing Costs
We capitalize financing fees and other related costs and amortize them to interest expense over the term of
the related debt instrument using the effective interest method. We amortized $4.1 million, $2.1 million and $2.7
million in deferred financing costs in the years ended 2009, 2008 and 2007, respectively. In December 2009, we
made a $100.0 million pre-payment of outstanding indebtedness under the Term Loans, which resulted in the
write off of approximately $1.5 million of deferred financing cost. In June 2008 we made a $10.0 million
voluntary prepayment of outstanding indebtedness under the Term Loans, which resulted in the write off of
approximately $0.2 million of deferred financing cost. In addition, during the year ended December 31, 2007, we
made voluntary prepayments under the Term Loans in the amount of $40.0 million, which resulted in the write
off of approximately $0.6 million of deferred financing cost.
We incurred approximately $3.2 million of fees in connection with the amendment to our Term Loan and
Revolving loan in 2009, and these fees were recorded as deferred financing costs during the year ended
December 31, 2009. In 2008, we incurred fees of approximately $1.2 million associated with preliminary
analysis of refinancing options associated with our Credit Agreement and recorded a charge of $1.2 million to
selling, general, and administrative expense in the consolidated statements of Operations as we determined our
refinancing efforts were not probable due to current market condition.
6. Income Taxes
Income taxes are recorded utilizing an asset and liability approach. This method gives consideration to the
future tax consequences associated with the differences between the financial accounting basis and tax basis of
the assets and liabilities, and the ultimate realization of any deferred tax asset resulting from such differences.
F-23
KRATON PERFORMANCE POLYMERS, INC.
Notes to Consolidated Financial Statements—(Continued)
The provision (benefit) for income taxes on income from continuing operations is comprised of the
following:
Current tax provision:
U.S. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax provision:
December 31,
2009
2008
2007
(in thousands)
422
8,239
8,661
$
262
13,614
$
12
4,589
13,876
4,601
U.S. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(285)
(9,743)
(51)
(5,394)
2,491
(972)
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(10,028)
(5,445)
1,519
Income tax expense (benefit) . . . . . . . . . . . . . . . . . . . . . . .
$ (1,367)
$ 8,431
$6,120
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of
assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, as well as
operating loss and tax credit carryforwards. In connection with the acquisition, the book basis of foreign assets
and liabilities was stepped-up to their estimated fair market value.
Income (loss) before income taxes is comprised of the following:
Income (loss) before income taxes:
U.S.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 9,656
(11,313)
$ 7,098
29,752
$(29,205)
(8,424)
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ (1,657)
$36,850
$(37,629)
December 31,
2009
2008
2007
(in thousands)
F-24
KRATON PERFORMANCE POLYMERS, INC.
Notes to Consolidated Financial Statements—(Continued)
The tax effects of temporary differences that gave rise to significant components of deferred tax liabilities
and assets are as follows:
December 31,
2009
2008
(in thousands)
Deferred tax liabilities:
Property, plant and equipment
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Identifiable intangibles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 96,424
2,986
$ 100,104
4,921
Total deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
99,410
105,025
Deferred tax assets:
Net operating loss carryforward . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exchange rate differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest rate swaps . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pension accrual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Accruals and Reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest
(116,438)
(3,270)
(236)
(1,097)
(15,971)
(8,976)
—
(113,519)
(3,563)
(1,210)
(2,022)
(18,716)
(9,465)
(31)
Total deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(145,988)
(148,526)
Valuation allowance for deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . .
56,956
63,677
Net deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 10,378
$ 20,176
December 31
2009
2008
(in thousands)
Net deferred tax liabilities of:
Current deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-current deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-current deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ (14,730)
(168,979)
11,624
182,463
$ (24,196)
(166,930)
9,418
201,884
Net deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 10,378
$ 20,176
The provision for income taxes differs from the amount computed by applying the U.S. statutory income tax
rate to income from continuing operations before income taxes for the reasons set forth below:
Income Taxes at the Statutory Rate . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign Tax Rate Differential . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Permanent Differences—Netherlands Participation Exemption . . . .
Permanent Differences—Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Differences in Foreign Earnings Remitted . . . . . . . . . . . . . . . . . . . .
Tax Credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax Benefit Related to Foreign Losses . . . . . . . . . . . . . . . . . . . . . . .
Change in Valuation Allowance and Uncertain Tax Positions . . . . .
December 31,
2009
2008
2007
$ (580)
(97)
(225)
(784)
(48)
4,165
(122)
(189)
(2,597)
(890)
(in thousands)
$12,897
(3,294)
(86)
(903)
682
6,354
—
—
—
(7,219)
$(13,171)
3,331
(3,012)
—
(144)
4,043
—
—
—
15,073
Income Tax Expense (Benefit) . . . . . . . . . . . . . . . . . . . . . . . . .
$(1,367)
$ 8,431
$ 6,120
F-25
KRATON PERFORMANCE POLYMERS, INC.
Notes to Consolidated Financial Statements—(Continued)
Income Taxes at the Statutory Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign Tax Rate Differential
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Permanent Differences—Netherlands Participation Exemption . . . . . . . . . . . . . .
Permanent Differences—Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Differences in Foreign Earnings Remitted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax Credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax Benefit Related to Foreign Losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in Valuation Allowance and Uncertain Tax Positions . . . . . . . . . . . . . . .
December 31,
2009
2008
2007
35.0% 35.0% 35.0%
5.9% (8.9)% (8.9)%
13.6% (0.2)% 8.0%
47.3% (2.5)% 0.0%
2.9% 1.9% 0.4%
(251.4)% 17.2% (10.7)%
7.4% 0.0% 0.0%
11.4% 0.0% 0.0%
156.7% 0.0% 0.0%
53.7% (19.6)% (40.1)%
Effective Tax Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
82.5% 22.9% (16.3)%
As of December 31, 2009, we had $331.3 million of operating loss carryforwards for income tax purposes,
of which $233.8 million relates to the United States and the remaining $97.5 million relates to foreign tax
jurisdictions. The United States operating loss carryforwards will expire in 2024, 2025, 2026 and 2027, if not
utilized in prior years. We anticipate taxable income in future years that will allow us to utilize the carryforwards
that have not had a valuation allowance placed against them.
As of December 31, 2009 and 2008, a valuation allowance of $57.0 million and $63.7 million, respectively,
had been recorded related to certain deferred tax assets. We record a valuation allowance when it is more likely
than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of the
deferred tax assets depends on the ability to generate sufficient taxable income of the appropriate character in the
future and in the appropriate taxing jurisdictions. We have provided a valuation allowance for operating loss
carryforwards and deferred tax assets in certain jurisdictions.
In assessing realizability of deferred tax assets, management considers whether it is more likely than not that
some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income during the periods in which those temporary differences
become deductible. Based upon management’s expectations at December 31, 2009, management believes it is
more likely than not, that we will realize the benefit of the deferred tax assets, net of the existing valuation
allowances.
We provide for taxes in certain situations where assessments have not been received. In those situations, we
consider it probable that the taxes ultimately payable will exceed the amounts reflected in filed tax returns;
accordingly, taxes are provided in those situations under the guidance in ASC 740-10-05, Accounting for
Uncertainty in Income Taxes, and are included in both income taxes in current liabilities and in deferred income
taxes and other liabilities in the consolidated balance sheets.
Effective January 1, 2007, we adopted the principles of ASC 740-10-05, Accounting for Uncertainty in
Income Taxes, which prescribes the minimum recognition threshold a tax position taken or expected to be taken
in a tax return is required to meet before being recognized in the financial statements. It also provides guidance
for derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.
As a result of the implementation of ASC 740-10-05, we recognized no change in the liability for unrecognized
tax benefits or accrued interest and penalties. We file income tax returns in the U.S. federal jurisdiction, and
various state and foreign jurisdictions. As of December 31, 2009, our 2005 through 2008 U.S. federal income tax
returns remain open to examination. In addition, open tax years to state and foreign jurisdictions remain subject
to examination.
F-26
KRATON PERFORMANCE POLYMERS, INC.
Notes to Consolidated Financial Statements—(Continued)
As of January 1, 2009, we had total unrecognized tax benefits of approximately $1.1 million. During the
year ended December 31, 2009, we had a change in certain tax positions mainly related to prior tax periods. The
increase of $0.1 million in these tax positions was primarily due to recognizing additional reserve needs in
connection with an ongoing tax audit in Asia. As of December 31, 2009, we estimated $ 1.2 million in
unrecognized tax benefits, that if recognized, would impact the effective tax rate. We recognize interest and
penalties related to unrecognized tax benefits within the provision for income taxes in our consolidated statement
of operations. During the year ended December 31, 2009, we recognized additional interest and penalties charges
related to unrecognized tax benefits. As of January 1, 2009, we believe that no current tax positions that have
resulted in unrecognized tax benefits will significantly increase or decrease within one year. As of the year ended
December 31, 2009, no material changes, other than the tax audit related charges mentioned above, have
occurred in our estimates or expected events related to anticipated changes in our unrecognized tax benefits.
The following presents a rollforward of our unrecognized tax benefits and associated interest and penalties.
Balance at January 1, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Increase in prior year tax positions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at December 31, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrecognized
Tax Benefits
Interest and
Penalties
(in thousands)
$1,144
11
$1,155
$ 83
38
$121
7. Employee Benefits
(a) U.S. Retirement Benefit Plans. We have a U.S noncontributory defined benefit pension plan in the
United States, which covers all salaried and hourly wage employees in the United States, who were employed by
us on or before December 31, 2005. Employees who begin their employment with us after December 31, 2005
are not covered by our U.S. noncontributory defined benefit pension plan. The benefits under this plan are based
primarily on years of service and employees’ pay near retirement. For our employees who were employed as of
March 1, 2001 and who: (1) were previously employed by Shell Chemicals; and (2) elected to transfer their
pension assets to us, we consider the total combined Shell Chemicals and Kraton service when calculating the
employee’s pension benefit. For those employees who: (1) elected to retire from Shell Chemicals; or (2) elected
not to transfer their pension benefit, only Kraton service (since March 1, 2001) is considered when calculating
benefits.
F-27
KRATON PERFORMANCE POLYMERS, INC.
Notes to Consolidated Financial Statements—(Continued)
The 2009 measurement date of the plans’ assets and obligations was December 31, 2009. Based on the
funded status of our defined benefit pension plan as of December 31, 2009, we reported an increase in our
accumulated other comprehensive income of approximately $12.3 million and a related decrease in accrued
pension obligations. Accrued pension obligations are included in long-term liabilities on our consolidated
balance sheet. Information concerning the pension obligation, plan assets, amounts recognized in our financial
statements and underlying actuarial assumptions are as follows:
December 31,
2009
2008
(in thousands)
Change in benefit obligation
Benefit obligation at beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actuarial (gain) loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Plan amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Benefit obligation at end of year
$ 82,163
2,813
4,690
(2,086)
(10,691)
—
$ 76,889
$ 62,061
2,281
4,275
(1,880)
15,268
158
$ 82,163
Change in plan assets
Fair value at beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actual return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Employer contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fair value at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$39, 111
9,106
4,190
(2,086)
$ 50,321
$ 46,329
(14,313)
8,974
(1,880)
$ 39,110
December 31,
2009
2008
Development of net amount recognized
Funded status . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrecognized net prior service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrecognized actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net amount recognized in long-term liabilities . . . . . . . . . . . . . . . . . . . . . . . . .
$(26,568) $(43,052)
—
—
—
—
$(26,568) $(43,052)
The projected benefit obligation, fair value of plan assets and accumulated benefit obligation for the Plan
with accumulated benefit obligations in excess of plan assets were $76.9 million, $50.3 million and $67.7
million, respectively, as of December 31, 2009 and $82.2 million, $39.1 million and $70.0 million, respectively,
as of December 31, 2008.
Net periodic pension costs consist of the following components:
Service cost benefits earned during the period . . . . . . . . . . . . . . . . . .
Interest on prior year’s projected benefit obligation . . . . . . . . . . . . . .
Expected return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of net actuarial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Recognized curtailment loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Recognized loss due to special term benefits . . . . . . . . . . . . . . . . . . . .
Net periodic pension costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-28
December 31,
2009
2008
2007
$ 2,813
4,690
(4,680)
514
—
—
$ 3,337
(in thousands)
$ 2,281
4,275
(4,084)
—
—
158
$ 2,630
$ 2,561
3,842
(3,646)
—
—
—
$ 2,757
KRATON PERFORMANCE POLYMERS, INC.
Notes to Consolidated Financial Statements—(Continued)
Discount rates are determined annually and are based on rates of return of high-quality long-term fixed
income securities currently available and expected to be available during the maturity of the pension benefits.
December 31,
2009
2008
Weighted average assumptions used to determine benefit obligations
Measure date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . .
Rates of increase in salary compensation level
Weighted average assumptions used to determine periodic benefit cost
Discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rates of increase in salary compensation level
. . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected long-term rate of return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . .
12/31/2009
12/31/2008
6.38%
3.00%
5.73%
3.70%
8.50%
5.73%
3.70%
6.64%
3.50%
8.50%
The expected long-term rate of return on assets assumption is derived from a study conducted by our
actuaries. The study includes a review of anticipated future long-term performance of individual asset classes and
consideration of the appropriate asset allocation strategy given the anticipated requirements of the plan to
determine the average rate of earnings expected on the funds invested to provide for the pension plan benefits.
While the study gives appropriate consideration to recent fund performance and historical returns, the assumption
is primarily a long-term, prospective rate. Based on our most recent study, the expected long-term return
assumption for our U.S. plan effective for the current year will remain at 8.5%.
Plan Assets. We maintain target allocation percentages among various asset classes based on an investment
policy established for the pension plan. The target allocation is designed to achieve long term objectives of
return, while mitigating against downside risk and considering expected cash flows. The current weighted-
average target asset allocation is as follows: equity securities 64.0%, debt securities 35.5%, real estate 0.0%, and
other 0.5%. Our investment policy is reviewed from time to time to ensure consistency with our long term
objective.
Our pension plan asset allocations at December 31, 2009, and 2008, by asset category are as follows:
Asset Category
Percentage of Plan
Assets
at December 31
2009
2008
Equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
64.6%
34.9%
0.0%
0.5%
62.5%
37.0%
0.0%
0.5%
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100.0% 100.0%
Equity securities include our common stock in the amounts of $0 (0 percent of total assets)
and $0 (0 percent of total assets) at December 31, 2009, and 2008, respectively.
F-29
KRATON PERFORMANCE POLYMERS, INC.
Notes to Consolidated Financial Statements—(Continued)
The fair value of the Company’s pension plan assets at December 31, 2009, by asset category are as follows:
Pension Plan Assets
Fair Value Measurements at
December 31, 2009
Quoted Prices
In Active Markets
Identical Assets
(Level 1)
Significant
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Total
(In thousands)
Money Market Mutual Fund . . . . . . . . . . . . . . . . . . . .
$
244
$244
$ —
$—
Commingled Pool Equity
FMTC US Equity Index Pool(d) . . . . . . . . . . . . . . . . .
Pyramis Intl Growth Com Pool(e) . . . . . . . . . . . . . . .
Pyramis Quant LG Cap Cor Com Pool(f) . . . . . . . . . .
Pyramis Select Intl Equity(g) . . . . . . . . . . . . . . . . . . .
Pyramis Small Company Com Pool(h) . . . . . . . . . . . .
Pyramis US Total Market Equity(i) . . . . . . . . . . . . . .
Total
Commingled Pool Debt
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pyramis EMG MKT Debt Com Pool(a) . . . . . . . . . . .
Pyramis High Yield Bond Com Pool(b) . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . .
Pyramis Long Duration(c)
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6,224
3,015
2,547
5,486
5,008
10,230
32,510
1,022
2,095
14,451
17,568
6,224
3,015
2,547
5,486
5,008
10,230
32,510
1,022
2,095
14,451
17,568
$50,322
$244
$50,078
$—
(a) Portfolio with the primary objective to achieve superior total returns primarily through investments in debt
securities of emerging countries.
(b) Portfolio with the primary objective to achieve superior total returns through investments in a universe of
lower-rated and non-rated debt securities providing high current income.
(c) Portfolio with the primary objective to generate returns that exceed the Barclays Capital® US Long
Government/Credit Bond Index through investments in investment-grade fixed-income securities and
commingled vehicles.
(d) Portfolio with the primary objective to provide investment results that correspond to the total return
performance of common stocks publicly traded in the United States.
(e) Portfolio with the primary objective to seek long-term growth of capital primarily through investments in
foreign equity securities.
(f) Portfolio with the primary objective to consistently provide excess return over the S&P 500® Index through
active stock selection while maintaining portfolio risk characteristics similar to the benchmark.
(g) Portfolio with the primary objective to seek long-term growth of capital primarily through investments in
foreign securities.
(h) Portfolio with the primary objective to achieve long-term growth of capital, principally by investing in the
equity securities of smaller, growing companies.
(i) Portfolio with the primary objective to provide excess return over a market cycle relative to the Dow Jones
U.S. Total Stock Market Index® (Index), an unmanaged index of all U.S. headquartered companies
maintained by Whilshire Associates, while maintaining similar style characteristics and sector weights.
Contributions. We expect to contribute $3.2 million to our pension plan in 2010.
F-30
KRATON PERFORMANCE POLYMERS, INC.
Notes to Consolidated Financial Statements—(Continued)
Estimated Future Benefit Payments.
The following benefit payments, which reflect expected future service, as appropriate, are expected to be
paid:
2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Years 2015-2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(in thousands)
2,202
2,382
2,572
2,845
3,230
23,120
$36,351
(b) Other Retirement Benefit Plans. Certain employees are eligible to participate in a non-qualified defined
benefit restoration plan and/or a non-qualified defined contribution restoration plan (“benefit restoration plans”)
which are intended to restore certain benefits under the noncontributory defined benefit pension plan in the
United States and the Kraton Savings Plan in the United States, respectively, which would otherwise be lost due
to certain limitations imposed by law on tax-qualified plans. We made $0.9 million in contributions to the benefit
restoration plans for the years ended December 31, 2009 and no contribution for the year ended December 31,
2008 and 2007. As of December 31, 2009 and 2008, amounts recognized in the statement of financial position as
a component of long-term liabilities for the benefit restoration plans were $0.4 million and $1.0 million,
respectively.
We have established a defined benefit plan in Japan designed to be equivalent to the plan previously provided
by Shell Chemicals.and covers substantially all Japan employees. Our contributions to the plan for the years ended
December 31, 2009, 2008 and 2007 were $0.19 million, $0 million, and $0.02 million, respectively. As of
December 31, 2009, 2008, and 2007 amounts recognized in the statement of financial position as a component of
long-term liabilities for the defined benefit plan were $1.3 million, $1.3 million and $0.9 million, respectively.
(c) Postretirement Benefits Other Than Pensions. Health and welfare benefits are provided to benefit
eligible employees in the United States who retire from Kraton and were employed by us prior to January 1,
2006. Retirees under the age of 65 are eligible for the same medical, dental, and vision plans as active
employees, but with an annual cap on premiums that varies based on years of service and ranges from $7,000 to
$10,000 per employee. Our subsidy schedule for medical plans is based on accredited service at retirement.
Retirees are responsible for the full cost of premiums for postretirement dental and vision coverage. In general,
the plans stipulate that health and welfare benefits are paid as covered expenses are incurred. We accrue the cost
of these benefits during the period in which the employee renders the necessary service.
Employees who were retirement eligible as of February 28, 2001, have at their option the right to participate
in either Shell Chemicals or Kraton postretirement health and welfare plans.
ASC 715, “Compensation-Retirement Benefits,” requires that we measure the plans’ assets and obligations
that determine our funded status as of the end of the fiscal year. The 2009 measurement date of the plans’ assets
and obligations was December 31, 2009. We are also required to recognize as a component of accumulated other
comprehensive income the changes in funded status that occurred during the year that are not recognized as part
of new periodic benefit cost.
Based on the funded status of our postretirement benefit plan as of December 31, 2009, we reported a
decrease of approximately $0.8 million in accrued postretirement obligations.
F-31
KRATON PERFORMANCE POLYMERS, INC.
Notes to Consolidated Financial Statements—(Continued)
It has been determined that the plan’s retiree prescription plan is actuarially equivalent for the Medicare
Part D subsidy. The accumulated postretirement benefit obligation for the year ended December 31, 2009
decreased approximately $3.2 million due to the inclusion of the Medicare Part D subsidy.
Information concerning the plan obligation, the funded status and amounts recognized in our financial
statements and underlying actuarial assumptions are as follows:
December 31,
2009
2008
(in thousands)
Change in benefit obligation:
Benefit obligation at beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Plan amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Benefit obligation at end of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$16,138
392
1,058
(614)
1,499
—
$18,473
$13,341
332
871
(772)
2,102
264
$16,138
Reconciliation of plan assets(1):
Employer contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
614
(614)
772
(772)
$ — $ —
(1) As part of the Ripplewood Transaction, Shell Chemicals has committed to a future cash payment related to
retiree medical expenses based on a specified dollar amount per employee, if certain contractual
commitments are met. We have recorded an asset of approximately $6.6 million and $6.5 million as our
estimate of the present value of this commitment as of December 31, 2009 and 2008, respectively.
December 31,
2009
2008
(in thousands)
Development of net amount recognized:
Funded status . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrecognized cost: Actuarial gain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$(18,474) $(16,138)
—
—
Amount recognized in long-term liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$(18,474) $(16,138)
Net periodic benefit costs consist of the following components:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Service cost
Interest cost
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of net actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restructuring costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31,
2009
2008
2007
$ 392
1,058
231
—
(in thousands)
$ 332
871
—
264
$ 357
776
—
—
Net periodic benefit costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,681
$1,467
$1,133
F-32
KRATON PERFORMANCE POLYMERS, INC.
Notes to Consolidated Financial Statements—(Continued)
Weighted average assumptions used to determine benefit obligations
Measurement date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . .
Rates of increase in salary compensation level
Weighted average assumptions used to net periodic benefit cost
Discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rates of increase in salary compensation level
. . . . . . . . . . . . . . . . . . . . . . . . .
Expected long-term rate of return on plan assets . . . . . . . . . . . . . . . . . . . . . . . .
December 31,
2009
2008
12/31/2009
12/31/2008
6.17%
N/A
5.76%
N/A
N/A
5.76%
N/A
6.49%
N/A
N/A
December 31,
2009
2008
Assumed health care cost trend rates
Health care cost trend rate assumed for next year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate) . . . . . . . .
Year that the rate reaches the ultimate trend rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8.00% 8.75%
4.00% 5.00%
2014
2014
The discount rate for 2009 was based in part on the average Moody’s Aa Corporate Bond Yield and the
average Citigroup Pension Liability Index, which were 5.49% and 5.96%, respectively. The Fidelity Investments
bond modeler was used to compare the expected future cash outflows to the bonds included in the indices noted
above.
Assumed health care cost trend rates have a significant effect on the amounts reported for the health care
plans. A 1%-point change in assumed health care cost trend rates would have the following effect (in thousands):
Effect on total of service and interest cost components . . . . . . . . . . . . . . . . . . . . . . . . . .
Effect on postretirement benefit obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 52
622
$ (76)
(931)
1% Increase
1% Decrease
(d) Kraton Savings Plan. The Kraton Savings Plan, as adopted on March 1, 2001, covers substantially all
U.S. employees, including executive officers. We amended and restated the Savings Plan in April 2002, to
comply with changes in legislation in 2002, and subsequently submitted and received an IRS determination
letter.
Through automatic payroll deduction, participants have the option to defer up to 60% of eligible earnings in
any combination of pretax and/or post-tax contributions. Contributions are subject to annual dollar limitations set
forth in the Internal Revenue Code. Effective January 1, 2006 we modified the Kraton Savings Plan to have three
types of employer contributions. After completing one year of service, we will make a matching contribution of
50% of the first 6% contributed by the employee and after completing five years of service we will make a
matching contribution of 100% of the first 6% contributed by the employee. For employees who have completed
nine or more years of service and elected to remain a participant in the pension plan, we made a transition
contribution of 4% during 2006 and reduced transition contribution of 2% in 2007. For employees who elected to
lock in their Kraton pension benefits as of December 31, 2005, we make enhanced employer contributions of 3%
for employees who have less than five years of service and a 4% contribution for employees who have five or
more years of service. For our employees who were employed as of February 28, 2001, and who were previously
employed by Shell Chemicals, we recognize their Shell Chemicals years of service for purposes of determining
employer contributions under our Plan. Overall, a participant may direct up to a maximum of 100% of eligible
F-33
KRATON PERFORMANCE POLYMERS, INC.
Notes to Consolidated Financial Statements—(Continued)
earnings to this Plan, but cannot exceed the IRS maximum limit for the combined total of employee and
employer contributions. Our contributions to the plan for the year ended December 31, 2009, 2008 and 2007,
were $2.7 million, $2.2 million, and $2.7 million, respectively.
(e) Membership Units. Prior to the IPO, we provided certain key employees who held interests in us prior to
the acquisition the opportunity to roll over their interests into membership units of Management LLC, which
owned a corresponding number of membership units in TJ Chemical. Additional employees were also given the
opportunity to purchase membership units in TJ Chemical through Management LLC at the original buy-in price.
The membership units were subject to customary tag-along and drag-along rights, as well as a company call right
in the event of termination of employment. In addition, pursuant to Messrs. Gregory and Fogarty employment
agreements, on September 10, 2004 and June 15, 2005, TJ Chemical granted a notional restricted unit award with
a fair value at the grant date of $875,000 and $300,000, to Messrs. Gregory and Fogarty, respectively. Each of
these awards vested 20% on each of the first five anniversaries of their employment commencement dates, so
long as Messrs. Gregory and Fogarty remain employed by us through the applicable vesting date. The actual
membership units would not be distributed until the earlier of: (1) a change in control; or (2) the termination of
either Messrs. Gregory and Fogarty’s employment. TJ Chemical granted two restricted membership unit awards
having a fair value at the grant date of $200,000 and $100,000 each to David Bradley. The award for $200,000
vested 20% on each of the first five anniversaries of his employment commencement date (April 1, 2004), so
long as Mr. Bradley remained employed by us through the applicable vesting date. The award for $100,000 vests
20% on each of the first five anniversaries and commenced vesting, on February 1, 2006, so long as Mr. Bradley
remains employed by us through the applicable vesting date. TJ Chemical granted a restricted membership unit
award to Nicholas G. Dekker on October 6, 2006 having a fair value at the grant date of $150,000. This award
vested 20% on each of the first five anniversaries of his employment as our Chief Financial Officer and Vice
President (October 6, 2006), for so long as Mr. Dekker remained employed by us through the applicable vesting
date. In connection with their promotions, Messrs. Fogarty and Bradley were awarded additional restricted
membership units in the amount of 600,000 and 300,000, respectively, on June 19, 2008. These restricted
Membership Units vest 1/3 on each of the first three anniversaries of the grant date, so long as they remain
employed through the applicable vesting date. The amount to Messrs. Gregory, Bradley, Fogarty and Dekker will
be recognized in earnings over the vesting period on a straight-line basis.
In connection with his termination of employment, Mr. Gregory retained 151,000 membership units, and
was paid out at a price of $1.00 per unit for 149,000 units as part of his Separation Agreement. In connection
with his termination of employment, Mr. Dekker was paid out at a price of $1.00 per unit for his total units of
$50,000. As of December 31, 2008, there were 1,886,000 membership units of Management LLC issued and
outstanding.
Effective as of the IPO, Management LLC transferred all outstanding grants of membership units to
Polymer Holdings (now Kraton Performance Polymers, Inc). The outstanding equity and equity awards of
Management LLC held by the employees were cancelled and converted into equity or equity awards of equal
value of common shares of Kraton Performance Polymers, Inc. The remaining terms of all outstanding awards
remained substantially the same, including with respect to vesting and forfeiture provisions.
(f) TJ Chemical Holdings LLC 2004 Option Plan. On September 9, 2004, TJ Chemical adopted an option
plan, or the Option Plan, which allows for the grant to key employees, consultants, members and service
providers of TJ Chemical and its affiliates, including us, of non-qualified options to purchase TJ Chemical
membership units. The aggregate number of membership units with respect to which options may be granted
under the Option Plan shall not exceed an amount representing 8% of the outstanding membership units and
profits units of TJ Chemical on March 31, 2004, on a fully diluted basis. As of December 31, 2008 and 2007
F-34
KRATON PERFORMANCE POLYMERS, INC.
Notes to Consolidated Financial Statements—(Continued)
there were 22,101,118 and 14,670,000 options granted and outstanding, respectively. All options granted in fiscal
2008, fiscal 2007 and fiscal 2006 had an exercise price of $1 per membership unit, which is equal to or in excess
of the fair value of the membership unit on the date of grant. The options generally vest in 20% annual
increments from the date of grant. However, the Compensation Committee determined that a shorter vesting
period was appropriate for grants made during the 2008 fiscal year and therefore options granted in 2008 were set
to vest in increments of 1/3 over 3 years. With respect to directors, previous to 2008 options were exercisable in
50% increments annually on each of the first two anniversaries of the grant date, so long as the holder of the
option is still a director on the vesting date. In 2008, options granted to directors were granted in increments of
1/3 over 3 years, except the Chairman who has a one year vesting period. The exercise price per membership unit
shall equal the fair market value of a membership unit on the date of exercised. Upon a change in control, the
options will become 100% vested if the participant’s employment is terminated without cause or by the
participant for good reason (as each term is defined in the Option Plan) within the 2-year period immediately
following such change in control.
The Compensation Committee of Kraton Performance Polymers administers the Option Plan on behalf of TJ
Chemical, including, without limitation, the determination of the individuals to whom grants will be made, the
number of membership units subject to each grant and the various terms of such grants. The Committee will have
the right to terminate all of the outstanding options at any time and pay the participants an amount equal to the
excess, if any, of the fair market value of a membership unit as of such date over the exercise price with respect
to such option, or the spread. Generally, in the event of a merger (except a merger where membership unit
holders receive securities of another corporation), the options will pertain to and apply to the securities that the
option holder would have received in the merger; and in the event of a dissolution, liquidation, sale of assets or
any other merger, the Committee has the discretion to: (1) provide for an “exchange” of the options for new
options on all or some of the property for which the membership units are exchanged (as may be adjusted by the
Committee); (2) cancel and cash out the options (whether or not then vested) at the spread; or (3) provide for a
combination of both. Generally, the Committee may make appropriate adjustments with respect to the number of
membership units covered by outstanding options and the exercise price in the event of any increase or decrease
in the number of membership units or any other corporate transaction not described in the preceding sentence.
On a termination of a participant’s employment (other than without cause or by the participant for good
reason within the 2-year period immediately following a change in control), unvested options automatically
expire and vested options expire on the earlier of: (1) the commencement of business on the date the employment
is terminated for cause; (2) 90 days after the date employment is terminated for any reason other than cause,
death or disability; (3) 1-year after the date employment is terminated by reason of death or disability; or (4) the
10th anniversary of the grant date for such option.
Generally, pursuant to TJ Chemical’s operating agreement, membership units acquired pursuant to the
Option Plan are subject to customary tag-along and drag-along rights for the 180-day period following the later
of a termination of employment and 6 months and 1-day following the date that units were acquired pursuant to
the exercise of the option, TJ Chemical has the right to repurchase each membership unit then owned by the
participant at fair value, as determined in good faith by the Board of Directors of TJ Chemical.
As of the effective date of the IPO, TJ Chemical transferred all benefits under the Option Plan and all
outstanding grants of awards to Kraton Performance Polymers, Inc. In addition, any future awards payable in
membership units of TJ Chemical will be adjusted to provide for a distribution of Kraton Performance Polymers,
Inc. shares of equal value. The remaining terms of all outstanding awards remain substantially the same,
including with respect to vesting and forfeiture provisions.
F-35
KRATON PERFORMANCE POLYMERS, INC.
Notes to Consolidated Financial Statements—(Continued)
Furthermore, effective as of the date of the IPO, the outstanding equity and equity awards of TJ Chemical
held by the Named Executive Officers were be cancelled and converted into equity or equity awards, as
applicable, of Kraton Performance Polymers, Inc. Each membership unit was exchanged for a number of
common shares of Kraton Performance Polymers, Inc. of equal value and each option was converted, in
compliance with Section 409A of the Code, into an option to purchase a number of common shares equal in
value to the number of membership units underlying the option at the date of the IPO, rounded down to the
nearest whole share.
(g) Polymer Holdings 2009 Equity Incentive Plan. On November 30, 2009, the Kraton Performance
Polymers, Inc. board of directors and our stockholders approved the Polymer Holdings LLC Equity Incentive
Plan (the “Equity Plan”) The Equity Plan allows for the grant to key employees, independent contractors, and
eligible non-employee directors of incentive stock options (“ISOs”, non-qualified stock options (“NSOs” and
together with the ISOs, “Options”), stock appreciation rights (“SARs”), restricted stock awards and restricted
stock unit awards, in addition to other equity or equity-based awards as the board determines is necessary from
time to time. As of the IPO, there were 4,350,000 shares of common stock reserved for issuance under the Equity
Plan. Shares of common stock issued under the Equity Plan may be either authorized and unissued shares or
treasury shares, or both, at the sole discretion of the Committee. Subject to the terms of the Equity Plan, we
reserved shares, which may be issued pursuant to incentive stock options (“ISOs”). Any shares covered by an
award that are not purchased or are forfeited or otherwise terminated shall be available for future grants under the
Equity Plan. Furthermore, no participant may receive awards under the Equity Plan in any calendar year that
relate to more than 300,000 shares of common stock.
The Committee will determine which employees and independent contractors are eligible to receive awards
under the Equity Plan. In addition, the Committee will interpret the Equity Plan and may adopt any
administrative rules, regulations, procedures and guidelines governing the Equity Plan or any awards granted
under the Equity Plan as it deems to be appropriate. The Board may grant awards to directors. On or after the
date of grant of an award, the Committee may (i) in the event of the Participant’s death, disability or retirement,
or in the event of a change in control, accelerate the date on which any such award becomes vested or
exercisable, as the case may be, (ii) accelerate the date on which any such award becomes transferable,
(iii) extend the term of any such award, (iv) waive any conditions to the vesting, exercisability or transferability,
as the case may be of such award or (v) provide for the payment of dividends or dividend equivalents with
respect to any such award; provided such action would not cause tax to become due under Section 409A of the
Code. The Equity Plan may be further amended or terminated by our board of directors at any time, but no
amendment may be made without stockholder approval if it would require approval by stockholders in order to
comply with any applicable law, regulation or the rules of the New York Stock Exchange.
The Committee may grant other stock-based awards to employees and independent contractors and our
board of directors may grant such awards to directors subject to such terms and conditions as the Committee or
our board of directors, as appropriate, may determine. Each such award may (i) involve the transfer of actual
shares of our common stock to participants, either at the time of grant or thereafter, or payment in cash or
otherwise of amounts based on the value of shares of our common stock, (ii) be subject to performance-based
and/or service-based conditions, (iii) be in the form of phantom stock, restricted stock, restricted stock units,
performance shares, deferred share units or share-denominated performance units, (iv) be designed to comply
with applicable laws of jurisdictions other than the United States and (v) be designed to qualify as performance-
based compensation.
The amount payable with respect to an award that is intended to qualify as performance-based compensation
under the Equity Plan shall be determined in any manner permitted by Section 162(m) of the Code. The
F-36
KRATON PERFORMANCE POLYMERS, INC.
Notes to Consolidated Financial Statements—(Continued)
Committee shall establish performance measures, the level of actual achievement of performance goals and the
amount payable with respect to an award intended to qualify under Section 162(m) of the Code. The grant,
exercise and/or settlement of such performance or annual incentive award shall be contingent upon achievement
of pre-established performance goals which shall consist of one or more business criteria and a targeted level or
levels of performance with respect to each of such criteria. Performance goals shall be objective and shall
otherwise meet the requirements of Section 162(m) of the Code.
We awarded 74,008 shares of restricted stock to our executives on December 22, 2009, the date the IPO
closed, as follows: Mr. Fogarty, 37,004; Mr. Bradley, 22,202; and Mr. Tremblay, 14,802.
(h) Other Equity Awards. We provided certain key employees with a grant of profits units of Kraton
Management LLC (subject to the 8% pool limitation described above). Profits units are economically equivalent
to an option, except that they provide the recipient/employee with an opportunity to recognize capital gains in the
appreciation of TJ Chemical and its affiliates and TJ Chemical and its affiliates does not receive any deduction at
the time of grant or disposition of the profits unit by the employee. Generally, pursuant to the applicable grant
agreements, 50% of such profits units will vest when the fair value of TJ Chemical’s assets equals or exceeds two
times the Threshold Amount, i.e., the first tranche, and the remaining 50% will vest when the fair value of TJ
Chemical’s assets equals or exceeds three times the threshold amount, i.e., the second tranche, in each case, as
determined by the Board of TJ Chemical, provided that the executive remains employed through the applicable
vesting date. Additionally, 100% of the profits units shall vest upon the effective date of a disposition by the
initial investors of 51% or more of their aggregate interests in Kraton. If at the time TJ Chemical makes a
determination as to whether an individual is entitled to any appreciation with respect to the profits units, the
value of the assets is more than two times, but less than three times the Threshold Amount, a pro rata portion of
the second tranche will vest based on the appreciation above the two times Threshold Amount. Compensation
expense will be recorded in our consolidated financial statements for this difference at the time it becomes
probable the profits units will become vested. If an employees’ employment terminates prior to any applicable
vesting date, such employee shall automatically forfeit all rights to any unvested profits units. As of
December 31, 2009 and 2008, there were 0 shares and 900,000 profits units granted and not yet vested,
respectively.
In connection with the IPO, each award of profits units was converted into a number of shares of restricted
shares equal to the quotient of (i) the product of the number of profits units multiplied by the Profits Unit Value
(as defined below) divided by (ii) the value of a common share of our company immediately following the
closing date of the offering. For these purposes, “Profits Unit Value” means, with respect to an award of profits
units, the difference between the fair value of a membership unit immediately prior to the closing of the offering
and $1.00 (which represents the value of a membership unit on the date the profits unit award was granted).
(i) 2009 Incentive Compensation Plan. On February 13, 2009, the Compensation Committee of the Board
of Directors of Kraton Performance Polymers, Inc. approved and adopted the 2009 Incentive Compensation Plan,
including the performance-based criteria by which potential bonus payouts to participants will be determined.
The bonus pool was based largely on EBITDA performance and as a result of our actual performance
against targeted levels of EBITDA there were no incentive compensation awards under this plan in 2009.
8. Commitments and Contingencies
(a) Lease Commitments
We have entered into various long-term non-cancelable operating leases. Future minimum lease
commitments at December 31, 2009, are as follows: 2010—$5.4 million; 2011—$5.0 million; 2012—$4.9
F-37
KRATON PERFORMANCE POLYMERS, INC.
Notes to Consolidated Financial Statements—(Continued)
million; 2013—$2.5 million; 2014—$2.3 million and thereafter—$13.1 million. We recorded $4.1 million, $8.4
million and $8.5 million in rent expense for the years ended December 31, 2009, 2008 and 2007, respectively.
(b) Environmental and Safety Matters
Our finished products are not classified as hazardous. However, our operations involve the handling,
transportation, treatment, and disposal of potentially hazardous materials that are extensively regulated by
environmental, health and safety laws, regulations and permit requirements. Environmental permits required for
our operations are subject to periodic renewal and can be revoked or modified for cause or when new or revised
environmental requirements are implemented. Changing and increasingly strict environmental requirements can
affect the manufacturing, handling, processing, distribution and use of our chemical products and the raw
materials used to produce such products and, if so affected, our business and operations may be materially and
adversely affected. In addition, changes in environmental requirements can cause us to incur substantial costs in
upgrading or redesigning our facilities and processes, including waste treatment, disposal, and other waste
handling practices and equipment.
We conduct environmental management programs designed to maintain compliance with applicable
environmental requirements at all of our facilities. We routinely conduct inspection and surveillance programs
designed to detect and respond to leaks or spills of regulated hazardous substances and to correct identified
regulatory deficiencies. We believe that our procedures for waste handling are consistent with industry standards
and applicable requirements. In addition, we believe that our operations are consistent with good industry
practice. However, a business risk inherent with chemical operations is the potential for personal injury and
property damage claims from employees, contractors and their employees, and nearby landowners and
occupants. While we believe our business operations and facilities generally are operated in compliance, in all
material respects, with all applicable environmental and health and safety requirements, we cannot be sure that
past practices or future operations will not result in material claims or regulatory action, require material
environmental expenditures, or result in exposure or injury claims by employees, contractors and their
employees, and the public. Some risk of environmental costs and liabilities are inherent in our operations and
products, as it is with other companies engaged in similar businesses.
The Paulinia, Brazil and Belpre, Ohio facilities are subject to a number of actual and/or potential
environmental liabilities primarily relating to contamination caused by former operations at those facilities. Some
environmental laws could impose on us the entire costs of cleanup regardless of fault, legality of the original
disposal, or ownership of the disposal site. In some cases, the governmental entity with jurisdiction could seek an
assessment for damage to the natural resources caused by contamination from those sites. Shell Chemicals has
agreed, subject to certain limitations, in time and amounts, to indemnify us against most environmental liabilities
related to the acquired facilities that arise from conditions existing prior to the closing.
We had no material operating expenditures for environmental fines, penalties, government imposed
remedial or corrective actions in each of the years ended December 31, 2009, 2008 and 2007.
(c) Legal Proceedings
We and certain of our subsidiaries are parties to several legal proceedings that have arisen in the ordinary
course of business. While the outcome of these proceedings cannot be predicted with certainty, management does
not expect these matters, individually or in the aggregate, to have a material adverse effect upon our financial
position, results of operations or cash flows. Furthermore, Shell Chemicals has agreed, subject to certain
limitations, to indemnify us for certain claims brought with respect to matters occurring before February 28,
2001.
F-38
KRATON PERFORMANCE POLYMERS, INC.
Notes to Consolidated Financial Statements—(Continued)
9. Fair Value Measurements
Effective January 1, 2008, we adopted ASC 820, “Fair Value Measurements and Disclosures.” ASC 820
defines fair value, establishes a consistent framework for measuring fair value and expands disclosure
requirements about fair value measurements. ASC 820 requires entities to, among other things, maximize the use
of observable inputs and minimize the use of unobservable inputs when measuring fair value.
ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a
liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly
transaction between market participants on the measurement date.
ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation
techniques are observable or unobservable. Observable inputs reflect market data obtained from independent
sources, while unobservable inputs reflect our market assumptions. In accordance with ASC 820, these two types
of inputs have created the following fair value hierarchy:
• Level 1—Quoted unadjusted prices for identical instruments in active markets.
• Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar
instruments in markets that are not active; and model-derived valuations in which all significant inputs
and significant value drivers are observable in active markets.
• Level 3—Model-derived valuations in which one or more significant inputs or significant value drivers
are unobservable.
From time to time, we enter into derivative financial instruments that are measured at fair value. See
Note 15 for further discussion.
10. Significant Contracts
We are party to significant contracts with subsidiaries and affiliates of Shell Chemicals and LyondellBasell.
These contracts are for: (1) leases of land and facilities at some of our foreign locations; (2) operating agreements
where LyondellBasell operates some of our foreign manufacturing facilities; (3) site services, utilities, material
and facilities agreements at some of our foreign manufacturing facilities; (4) raw material supply agreements;
and (5) transitional and interim service agreements.
(a) Leases with Shell Chemicals and LyondellBasell. The land on which our manufacturing facility in
Berre, France is located was leased to us by Shell Petrochimie Mediterranee (SPM) through April 1, 2008, at
which time the site was sold to LyondellBasell, who now operates the site and with whom our tenancy now exists
under a long-term lease due to expire in 2030. Our Wesseling, Germany manufacturing facility is located on an
industrial site belonging to LyondellBasell. LyondellBasell owns the land and buildings at our Wesseling facility
and leases same to us. The lease is for a term of 30 years, beginning from March 31, 2000 and is extended
automatically for a successive period of 10 years unless terminated upon one-year prior written notice by either
party. These lease agreements, including the financial terms thereof, have all been negotiated at arm’s length.
(b) Operating Agreements. LyondellBasell operates our manufacturing facility located in Berre, France.
This facility is situated on a major LyondellBasell refinery and petrochemical site at which other third party
tenants also own facilities and lease space. LyondellBasell charges us fees based on certain costs incurred in
connection with operating and maintaining this facility, including the direct and indirect costs of employees and
subcontractors, reasonable insurance costs, certain taxes imposed on LyondellBasell (other than income taxes)
F-39
KRATON PERFORMANCE POLYMERS, INC.
Notes to Consolidated Financial Statements—(Continued)
and depreciation and capital charges on certain assets. Pursuant to the applicable operating agreement,
LyondellBasell employs and provides all staff, other than certain plant managers, assistant plant managers and
technical personnel whom we may appoint. The agreement has an initial term of 20 years, and thereafter will
automatically renew indefinitely for consecutive 5-year periods. Either party may terminate the agreement
(totally or partially) under various circumstances, including if the terminating party ceases its operations at the
facility and provides 18 (eighteen) months prior written notice; or if any of the services, utilities, materials and
facilities agreements have been terminated, and the terminating party provides notice as required by such
agreement.
Pursuant to an agreement dated March 31, 2000, LyondellBasell operates and provides certain services,
materials and utilities required to operate our manufacturing facility in Wesseling, Germany. We pay
LyondellBasell a monthly fee, as well as costs incurred by LyondellBasell in providing the various services, even
if the facility fails to produce any output (whether or not due to events within LyondellBasell’s control), and even
if we reject some or all output. This agreement has an initial term of 40 years and will automatically renew,
subject to 5 (five) years prior written notice of non-renewal. This agreement will terminate at any earlier date as
of which the facility can no longer be operated in a safe and efficient manner. These operating agreements,
including the financial terms thereof, have all been negotiated at arm’s length.
(c) Site Services, Utilities, Materials and Facilities Agreements. LyondellBasell, through local operating
affiliates, provides various site services, utilities, materials and facilities for the Berre, France manufacturing site.
Generally these services, utilities, materials and facilities are provided by LyondellBasell on either a long-term
basis, short-term basis or a sole-supplier basis. Items provided on a sole-supplier basis may not be terminated
except upon termination of the applicable agreement in its entirety. Items provided on a long-term or short-term
basis may be terminated individually under certain circumstances.
(d) Raw Materials Agreements. Styrene, butadiene and isoprene used by our U.S. facilities are primarily
supplied by a portfolio of suppliers under long-term supply contracts with various expiration dates. The
monomers used by our European facilities are primarily supplied by one or more LyondellBasell entities or
affiliates, and other suppliers under long-term supply contracts with various expiration dates. For our U.S.
facilities, we also procure a substantial amount of isoprene from a variety of suppliers from Russia, China and
Japan. These purchases include both spot and contract arrangements. We generally contract with them on a short-
term basis, although the number of such contracts has been increasing since 2008.
We believe our contractual arrangements with our suppliers of styrene, butadiene and isoprene provide an
adequate supply of raw materials at competitive, market-based prices.
Under each of the agreements summarized below, reasonably unforeseen circumstances, including, without
limitations, plant breakdowns, will excuse performance by either party. In addition, inability to acquire any
supplies or components necessary for manufacturing the applicable raw material from usual sources and on terms
the supplier deems reasonable will excuse supplier’s nonperformance.
Styrene. We satisfy our styrene requirements in the United States pursuant to purchase agreements that run
through 2011 subject to renewal conditions.
Our contracts that satisfied our styrene requirements in Europe expired on February 28, 2010 and we have
finalized negotiations with two vendors and expect to execute new supply agreements that we anticipate will
provide for European Styrene supply through to February 2013. As contracts expire, we cannot give assurances
that we will obtain new long-term supply agreements, or that the terms of any such agreements will be on terms
favorable to us, and as a consequence, our future acquisition costs for styrene may therefore increase.
F-40
KRATON PERFORMANCE POLYMERS, INC.
Notes to Consolidated Financial Statements—(Continued)
For our agreements covering our manufacturing facility in the United States, the price we pay for styrene
varies with the published prices of styrene and/or the raw materials used to produce styrene. The price we pay for
styrene under our agreements covering France and Germany varies to reflect the published price for styrene, even
though our purchase price is subject to certain minimums and maximums that vary with other factors.
Butadiene. We currently source butadiene in the United States pursuant to contract arrangements with
several suppliers, supplemented by spot supply as needed. The price we pay for butadiene is scheduled and varies
based on the published prices for butadiene in world markets.
We currently source our butadiene in Europe pursuant to contracts with certain LyondellBasell entities. The
contract covering Germany will expire on December 31, 2040, and will be renewed automatically at the
conclusion of the current term unless terminated with prior written notice by either party. The contract covering
France expired pursuant to its terms on December 31, 2007; provided, however, that on December 12, 2006, we
were notified by LyondellBasell of its intention to allow the contract to automatically renew for one year, and to
terminate effective December 31, 2008. We are presently acquiring butadiene from an LyondellBasell entity in
France under a commercial term sheet, reflecting an agreement in principle that has been reached between the
parties. The price we pay for butadiene under our arrangements or agreements covering France and Germany
vary based upon the published price for butadiene, the amount of butadiene purchased during the preceding
calendar year, and/or the cost of butadiene manufactured. In Brazil, butadiene is obtained from a local third-party
source. In Kashima, Japan, a majority of our butadiene needs are sourced from JSR Corporation (“JSR”), on a
commercial supply basis.
Isoprene. We source our global isoprene requirements through several contract arrangements. We also
purchase some additional supplies of isoprene from various suppliers at prevailing market prices. In Brazil,
isoprene is obtained from a local third party supplier. In Kashima, Japan, the majority of our isoprene needs are
sourced from JSR on a commercial supply basis and from alternative suppliers as needed.
(e) Infineum
We have entered into several commercial agreements with Infineum, a joint venture between Shell
Chemicals and ExxonMobil, related to: (1) the sharing by Infineum of certain production capacity at our Belpre,
Ohio manufacturing facility; and (2) our production of certain additives for Infineum at our Belpre, Ohio and our
Berre, France manufacturing facilities. The Belpre, Ohio agreements have a 30-year term, and the Berre, France
agreement has a term ending in December 2010.
11. Related Party Transactions
We own a 50% equity investment in a manufacturing joint venture with JSR Corporation (“JSR”) under the
name of Kraton JSR Elastomers K.K. (“KJE”) located in Kashima, Japan. KJE manufactures thermoplastic
rubber (“TR”), which is a wholly or predominantly composed of a block co-polymer comprising styrene blocks
with butadiene and/or isoprene polymer blocks. KJE produces TR for sale to third party customers only through
Kraton and JSR. We and JSR separately, but with equal rights, participate as distributors in the sales of the TR
produced by KJE.
The aggregate amounts of related-party transactions were as follows:
Sales to related party . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchases from related party . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ — $
$27,763
626
$37,894
$ 1,210
$39,741
December 31,
2009
2008
2007
F-41
KRATON PERFORMANCE POLYMERS, INC.
Notes to Consolidated Financial Statements—(Continued)
A private investment fund managed by TPG Capital L.P., which advises TPG Partners III and TPG Partners
IV, has an ownership share of British Vita PLC, one of our customers. From 2007 to 2009 we have derived
revenues averaging $9.2 million annually from sales to British Vita. We do not have any contractual
requirements for sales to British Vita.
In October 2009, we entered into a contract with Amyris Biotechnologies, Inc. to explore the development
of an alternative source of certain raw materials and, subject to Amyris meeting developmental and
manufacturing milestones, to purchase raw materials from Amyris. We have not made any purchases to date.
TPG Biotechnology II, L.P., a private investment fund that may be deemed to be an affiliate of TPG III and TPG
IV, has an ownership share of Amyris Biotechnologies.
12. Earnings per Common Share
Common stock—Kraton Performance Polymers, Inc. has authorized 500.0 million shares of common stock
with a par value of $0.01 per share and 100.0 million shares of preferred stock with a par value of $0.01 per
share. No preferred stock has been issued.
As of December 31, 2009, there were 29,709,114 common shares issued and outstanding. We held no
treasury shares.
Earnings per share—Basic earnings per common share (“EPS”) is computed by dividing net income by the
weighted-average number of common shares outstanding during the period. The weighted average number of
common shares used in the diluted earnings per share calculation is determined using the treasury stock method.
Diluted EPS is computed by dividing net income by the diluted weighted-average number of common shares
outstanding during the period. Diluted EPS reflects the potential dilution that could occur if securities or other
agreements to issue common stock, such as stock options, stock-based performance awards and preferred stock,
were exercised, settled or converted into common stock.
The following table summarizes the effect of the share-based compensation awards on the weighted-
average number of shares outstanding used in calculating diluted earnings per share:
Net income (loss) as reported . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Weighted-average number of common shares for basic earnings per share . . . . .
Incremental effect of dilutive common stock equivalents:
Restricted and notional units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31,
2009
2008
2007
(In thousands, except per share data)
$(43,749)
$ (290) $28,419
19,375
19,406
19,844
—
77
—
Weighted-average number of shares for diluted earnings per share . . . . . . . . . . . .
19,844
19,483
19,375
Earnings (loss) per common share—basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Earnings (loss) per common share—dilutive . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ (0.01) $
$ (0.01) $
1.46
1.46
$
$
(2.26)
(2.26)
Restricted and Notional units of 78 and 118 thousand units at December 31, 2009 and 2007, respectively,
were not included in the computation of diluted earnings per share because we incurred net losses in those years.
Stock option awards of 1,585, 1,636 and 1,086 thousand shares, respectively, were outstanding at December 31,
2009, 2008 and 2007, respectively, and were not included in the computation of diluted earnings per common
share because these options were antidilutive.
F-42
KRATON PERFORMANCE POLYMERS, INC.
Notes to Consolidated Financial Statements—(Continued)
13. Industry Segment and Foreign Operations
We operate in one segment for the manufacture and marketing of styrenic block copolymers. In accordance
with the provisions of ASC 280, “Segment Reporting,” our chief operating decision-maker has been identified as
the President and Chief Executive Officer, who reviews operating results to make decisions about allocating
resources and assessing performance for the entire company. Since we operate in one segment and in one group
of similar products, all financial segment and product line information required by ASC 280 can be found in the
consolidated financial statements.
For geographic reporting, revenues are attributed to the geographic location in which the customers’
facilities are located. Long-lived assets consist primarily of property, plant, and equipment, which are attributed
to the geographic location in which they are located. Total operating revenues and long-lived assets by
geographic region were as follows:
December 31,
2009
2008
2007
(in thousands)
Total Operating Revenues:
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Germany . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Japan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
The Netherlands . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Brazil
China . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Italy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thailand . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
United Kingdom . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
France . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Belgium . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Canada . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Taiwan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Poland . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Turkey . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sweden . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mexico . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Argentina . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Republic of Korea . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Australia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Denmark . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Austria . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Malaysia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Switzerland . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
India . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Czech Republic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Hong Kong . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
All other countries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$304,265
121,959
73,055
66,027
40,438
37,123
35,934
28,779
27,425
27,342
16,273
16,168
15,711
15,537
12,990
11,292
11,029
10,854
9,928
9,124
8,283
8,170
6,769
4,994
4,148
4,024
4,000
36,363
$ 395,568
149,011
70,169
80,980
40,868
31,421
48,328
22,877
40,401
39,757
30,079
25,361
18,527
26,934
15,979
13,002
14,028
17,174
11,013
15,939
9,147
13,062
4,396
5,348
4,312
4,273
7,430
70,649
$ 366,048
145,649
53,479
49,334
36,732
33,956
51,569
14,916
38,364
30,358
30,751
22,300
20,196
22,604
14,432
12,418
9,460
14,109
8,877
8,856
8,795
9,973
3,631
4,914
2,001
4,021
8,369
63,475
$968,004
$1,226,033
$1,089,587
F-43
KRATON PERFORMANCE POLYMERS, INC.
Notes to Consolidated Financial Statements—(Continued)
During the years ended December 31, 2009, 2008 and 2007, no single customer accounted for 10% or more
of our total operating revenues.
December 31,
2009
2008
2007
(in thousands)
Long-lived Assets:
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Germany . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Japan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
France . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
The Netherlands . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Brazil
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
China . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
All other countries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$317,719
42,724
482
125,839
36,971
64,385
2,334
964
$303,278
39,361
6,699
108,665
34,018
48,237
2,317
11,685
$298,979
40,406
3,743
111,441
34,454
56,721
2,119
12,050
$591,418
$554,260
$559,913
14. Supplemental Guarantor Information
Kraton and Kraton Polymers Capital Corporation, a financing subsidiary, collectively, the Issuers, are
co-issuers of the 8.125% Notes. The Guarantor Subsidiaries include Elastomers Holdings LLC, a U.S. holding
company, and Kraton Polymers U.S. LLC, a U.S. operating subsidiary, collectively, the Guarantor Subsidiaries,
fully and unconditionally guarantee on a joint and several basis, the Issuers’ obligations under the 8.125% Notes.
Our remaining subsidiaries are not guarantors of the 8.125% Notes. We do not believe that separate financial
statements and other disclosures concerning the Guarantor Subsidiaries would provide any additional information
that would be material to investors in making an investment decision.
Correction of immaterial errors. During 2009, we identified errors associated with the classification of
certain cash inflows and outflows as disclosed within the condensed consolidating financial information of the
issuer, guarantor and non-guarantor subsidiaries for the years ended December 31, 2008 and 2007. The errors
were primarily due to the fact that cash outflows associated with disbursements for certain intercompany loans
and receipts from collections on these loans were classified within cash flows from financing activities rather
than investing activities. Consequently, we have corrected immaterial errors in the accompanying condensed
consolidated Statements of Cash Flows for the year ended December 31, 2008 by increasing issuer cash flows
used in investing activities by $38.1 million and increasing issuer cash flows provided by financing activities by
the same amount, and for the year ended December 31, 2007 by (i) increasing issuer cash flows provided by
investing activities by $69 million and increasing issuer cash flows used in financing activities by the same
amount, (ii) reducing guarantor subsidiaries’ cash flows from operating activities by $7.2 million and reducing
guarantor subsidiaries’ cash flows used in financing activities by the same amount, and (iii) increasing
non-guarantor subsidiaries cash flows from operating activities by $7.2 million and increasing non-guarantor
subsidiaries’ cash flows used in financing activities by the same amount. The correction of these errors does not
impact the net change in cash and cash equivalents, has no impact on net income and is not material to our
previously reported Consolidating Statements of Cash Flows.
F-44
KRATON PERFORMANCE POLYMERS, INC.
CONSOLIDATING BALANCE SHEET
December 31, 2009
(In thousands, except par value)
Kraton
Performance
Polymers(1) Kraton(2)
Guarantor
Subsidiaries
Non-Guarantor
Subsidiaries Eliminations Consolidated
ASSETS
Current Assets
Cash and cash equivalents . . . . . . . . . . . . . . . .
Receivables, net of allowance . . . . . . . . . . . . .
Inventories of products, net . . . . . . . . . . . . . . .
Inventories of materials and supplies, net
. . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . .
Other current assets . . . . . . . . . . . . . . . . . . . . .
$ — $
—
—
—
—
—
Total current assets . . . . . . . . . . . . . . . . .
Property, plant and equipment, less accumulated
depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Identifiable intangible assets, less accumulated
amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment in consolidated subsidiaries . . . . . . . . . .
Investment in unconsolidated joint venture . . . . . . .
Deferred financing costs . . . . . . . . . . . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . .
Other long-term assets . . . . . . . . . . . . . . . . . . . . . . .
—
—
—
312,164
—
—
34
—
— $ 36,567
—
41,194
124,003
—
6,830
—
—
—
1,421
1,086
1,086
210,015
85,284
171,024
13,541
971,995
813
7,309
—
1,142
15,322
—
—
—
—
468,794
$ 32,724
74,135
160,255
4,032
3,107
14,263
288,516
98,552
46,938
—
11,265
9
—
95,054
$
—
—
—
—
—
—
—
—
—
(1,284,159)
—
—
(34)
(540,165)
$ 69,291
115,329
284,258
10,862
3,107
16,770
499,617
354,860
75,801
—
12,078
7,318
—
24,825
Total Assets . . . . . . . . . . . . . . . . . . . . . . .
$312,198
$1,081,170
$865,155
$540,334
$(1,824,358)
$974,499
2,304
2,699
18,251
—
23,254
382,425
12,858
351,353
769,890
$ —
37,732
15,010
—
52,742
—
—
47,494
100,236
$ —
53,063
35,118
19,006
107,187
—
630
187,721
295,538
$
—
—
(108)
—
(108)
—
—
(540,091)
(540,199)
$
2,304
93,494
68,271
19,006
183,075
382,675
13,488
46,477
625,715
—
250
—
—
250
LIABILITIES AND STOCKHOLDERS’ AND
MEMBER’S EQUITY
Current Liabilities
Current portion of long-term debt
. . . . . . . . . .
Accounts payable-trade . . . . . . . . . . . . . . . . . .
Other payables and accruals . . . . . . . . . . . . . . .
Due to related party . . . . . . . . . . . . . . . . . . . . .
$ — $
—
—
—
Total current liabilities . . . . . . . . . . . . . . .
Long-term debt, net of current portion . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . .
Long-term liabilities . . . . . . . . . . . . . . . . . . . . . . . . .
Total liabilities . . . . . . . . . . . . . . . . . . . . .
Commitments and contingencies (note 8)
Stockholders’ and Member’s equity
Preferred stock, $0.01 par value; 100,000
shares authorized; none issued
Common stock, $0.01 par value; 500,000
shares authorized; 29,709 shares issued and
outstanding . . . . . . . . . . . . . . . . . . . . . . . . . .
Additional paid in capital . . . . . . . . . . . . . . . . .
Member’s equity . . . . . . . . . . . . . . . . . . . . . . .
Retained Earnings . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive income . . .
Total stockholders’ and member’s
297
311,665
—
(14)
—
—
—
—
—
312,164
—
(884)
775,493
—
(10,574)
—
—
196,502
—
48,294
—
—
(1,284,159)
—
—
297
311,665
—
(14)
36,836
equity . . . . . . . . . . . . . . . . . . . . . . . . . .
311,948
311,280
764,919
244,796
(1,284,159)
348,784
Total Liabilities and Stockholders’ and
Member’s Equity.
. . . . . . . . . . . . . . . . . . .
$312,198
$1,081,170
$865,155
$540,334
$(1,824,358)
$974,499
(1) Kraton Performance Polymers and Polymer Holdings Capital Corporation are the issuers of the 12% Discount Notes. Polymer Holdings
Capital Corporation has minimal assets and income. We do not believe that separate financial information concerning the issuers would
provide information that would be useful.
(2) Kraton and Kraton Polymers Capital Corporation are the issuers of the 8.125% Notes. Kraton Polymers Capital Corporation has minimal
assets and income. We do not believe that separate financial information concerning the Issuers would provide additional information
that would be useful.
F-45
KRATON PERFORMANCE POLYMERS, INC.
CONSOLIDATING BALANCE SHEET
December 31, 2008
(In thousands)
Kraton
Performance
Polymers(1) Kraton(2)
Guarantor
Subsidiaries
Non-Guarantor
Subsidiaries
Eliminations Consolidated
ASSETS
Current Assets
Cash and cash equivalents . . . . . . . . . . . . . .
Receivables, net of allowance . . . . . . . . . . . .
Inventories of products, net . . . . . . . . . . . . . .
Inventories of materials and supplies, net . . .
Deferred income taxes . . . . . . . . . . . . . . . . .
Other current assets . . . . . . . . . . . . . . . . . . . .
$ —
—
—
—
—
—
$
Total current assets . . . . . . . . . . . . . . . .
Property, plant and equipment, less accumulated
depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Identifiable intangible assets, less accumulated
amortization . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment in consolidated subsidiaries . . . . . . . .
Investment in unconsolidated joint venture . . . . .
Deferred financing costs . . . . . . . . . . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . .
Other long-term assets . . . . . . . . . . . . . . . . . . . . .
—
—
—
182,767
—
—
31
—
— $ 65,460
45,322
944
145,654
—
—
6,816
14,778
—
720
2,905
3,849
278,750
$ 35,936
68,148
187,396
4,239
—
3,144
298,863
$
— $ 101,396
95,443
324,193
11,055
14,778
6,769
(18,971)
(8,857)
—
—
—
(27,828)
553,634
93,782
164,396
113,830
20,113
898,565
813
8,184
20,131
137,954
—
—
—
—
—
411,841
46,938
—
11,558
—
—
11,739
—
—
(1,081,332)
—
—
(20,162)
(542,908)
372,008
67,051
—
12,371
8,184
—
18,626
Total Assets . . . . . . . . . . . . . . . . . . . . .
$182,798
$1,183,391
$854,987
$482,928
$(1,672,230)
$1,031,874
LIABILITIES AND MEMBER’S EQUITY
Current Liabilities
Current portion of long-term debt . . . . . . . . .
Accounts payable-trade . . . . . . . . . . . . . . . . .
Other payables and accruals . . . . . . . . . . . . .
Due to related party . . . . . . . . . . . . . . . . . . . .
$ —
—
—
—
$
Total current liabilities . . . . . . . . . . . . .
Long-term debt, net of current portion . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . .
Long-term liabilities . . . . . . . . . . . . . . . . . . . . . . .
Total liabilities . . . . . . . . . . . . . . . . . . .
Commitments and contingencies (note 8)
Member’s equity
Member’s equity . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive
income . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,343
2,700
15,815
—
21,858
571,728
—
408,416
$ —
36,806
26,184
9,546
72,536
—
53,435
53,626
1,002,002
179,597
$ —
35,671
27,350
35,010
98,031
—
1,681
143,983
243,695
$
— $
—
—
(18,971)
(18,971)
—
(20,162)
(542,908)
(582,041)
3,343
75,177
69,349
25,585
173,454
571,973
34,954
63,117
843,498
—
245
—
—
245
182,553
182,767
694,170
213,252
(1,090,189)
182,553
Total member’s equity . . . . . . . . . . . . .
182,553
181,389
675,390
—
(1,378)
(18,780)
25,981
239,233
—
5,823
(1,090,189)
188,376
Total Liabilities and Member’s Equity.
. .
$182,798
$1,183,391
$854,987
$482,928
$(1,672,230)
$1,031,874
(1) Kraton Performance Polymers and Polymer Holdings Capital Corporation are the issuers of the 12% Discount Notes. Polymer Holdings
Capital Corporation has minimal assets and income. We do not believe that separate financial information concerning the issuers would
provide information that would be useful.
(2) Kraton and Kraton Polymers Capital Corporation are the issuers of the 8.125% Notes. Kraton Polymers Capital Corporation has minimal
assets and income. We do not believe that separate financial information concerning the Issuers would provide additional information
that would be useful.
F-46
KRATON PERFORMANCE POLYMERS, INC.
CONSOLIDATING STATEMENT OF OPERATIONS
Year Ended December 31, 2009
(In thousands)
Kraton
Performance
Polymers(1) Kraton(2)
Guarantor
Subsidiaries
Non-Guarantor
Subsidiaries Eliminations Consolidated
Operating Revenues
Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ —
—
$ — $480,438
74
—
Total operating revenues . . . . . . . . . . . . . . . . .
Cost of Goods Sold . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross Profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating Expenses
Research and development expenses . . . . . . . . . . .
Selling, general and administrative expenses . . . . .
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total operating expenses . . . . . . . . . . . . . . . . .
Gain on Extinguishment of Debt . . . . . . . . . . . . . . . . .
Earnings in consolidated subsidiaries . . . . . . . . . . . . .
Equity in Earnings of Unconsolidated Joint Venture . .
Interest Expense (Income), net . . . . . . . . . . . . . . . . . . .
Income (Loss) Before Income Taxes . . . . . . . . . . . . . .
Income Tax Expense (Benefit) . . . . . . . . . . . . . . . . . . .
—
—
—
—
—
—
—
—
(288)
—
5
(293)
(3)
—
(15,654)
480,512
376,543
15,654
103,969
—
(1,430)
22,039
20,609
23,831
29,893
—
40,818
7,951
8,239
13,150
45,497
21,598
80,245
—
—
—
(11,156)
34,880
(876)
$591,309
47,568
638,877
582,968
55,909
8,062
35,437
23,114
66,613
—
—
403
4,289
(14,590)
(8,727)
$(151,385)
—
$920,362
47,642
(151,385)
(151,385)
—
—
—
—
—
—
(29,605)
—
—
(29,605)
—
968,004
792,472
175,532
21,212
79,504
66,751
167,467
23,831
—
403
33,956
(1,657)
(1,367)
Net Income (Loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$(290)
$
(288)
$ 35,756
$ (5,863)
$ (29,605)
$
(290)
(1) Kraton Performance Polymers and Polymer Holdings Capital Corporation are the issuers of the 12% Discount Notes. Polymer Holdings
Capital Corporation has minimal assets and income. We do not believe that separate financial information concerning the issuers would
provide information that would be useful.
(2) Kraton and Kraton Polymers Capital Corporation are the issuers of the 8.125% Notes. Kraton Polymers Capital Corporation has minimal
assets and income. We do not believe that separate financial information concerning the Issuers would provide additional information
that would be useful.
F-47
KRATON PERFORMANCE POLYMERS, INC.
CONSOLIDATING STATEMENT OF OPERATIONS
Year Ended December 31, 2008
(In thousands)
Kraton
Performance
Polymers(1) Kraton(2)
Guarantor
Subsidiaries
Non-Guarantor
Subsidiaries Eliminations Consolidated
Operating Revenues
Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ —
—
$ —
—
Total operating revenues . . . . . . . . . . . . . . . . .
Cost of Goods Sold . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross Profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating Expenses
Research and development expenses . . . . . . . . . . .
Selling, general and administrative expenses . . . . .
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total operating expenses . . . . . . . . . . . . . . . . .
—
—
—
—
—
—
—
Earnings in consolidated subsidiaries . . . . . . . . . . . . .
Equity in Earnings of Unconsolidated Joint Venture . .
Interest Expense (Income), net . . . . . . . . . . . . . . . . . . .
Income (Loss) Before Income Taxes . . . . . . . . . . . . . .
Income Tax Expense (Benefit) . . . . . . . . . . . . . . . . . . .
28,434
—
24
28,410
(9)
$607,428
—
607,428
467,079
—
2,356
(2,356)
140,349
—
902
18,127
19,029
85,848
—
39,394
25,069
(3,365)
15,829
52,729
21,676
90,234
—
—
(10,576)
60,691
220
$750,165
54,780
804,945
688,188
116,757
11,220
47,800
13,359
72,379
—
437
7,853
36,962
11,585
$(186,340)
—
$1,171,253
54,780
(186,340)
(186,340)
1,226,033
971,283
—
—
—
—
—
(114,282)
—
—
(114,282)
—
254,750
27,049
101,431
53,162
181,642
—
437
36,695
36,850
8,431
Net Income (Loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$28,419
$28,434
$ 60,471
$ 25,377
$(114,282)
$
28,419
(1) Kraton Performance Polymers and Polymer Holdings Capital Corporation are the issuers of the 12% Discount Notes. Polymer Holdings
Capital Corporation has minimal assets and income. We do not believe that separate financial information concerning the issuers would
provide information that would be useful.
(2) Kraton and Kraton Polymers Capital Corporation are the issuers of the 8.125% Notes. Kraton Polymers Capital Corporation has minimal
assets and income. We do not believe that separate financial information concerning the Issuers would provide additional information
that would be useful.
F-48
KRATON PERFORMANCE POLYMERS, INC.
CONSOLIDATING STATEMENT OF OPERATIONS
Year Ended December 31, 2007
(In thousands)
Kraton
Performance
Polymers(1) Kraton(2)
Guarantor
Subsidiaries
Non-Guarantor
Subsidiaries Eliminations Consolidated
Operating Revenues
Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ —
—
$ — $545,203
—
—
Total operating revenues . . . . . . . . . . . . . . . . .
Cost of Goods Sold . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross Profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating Expenses
Research and development expenses . . . . . . . . . . .
Selling, general and administrative expenses . . . . .
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total operating expenses . . . . . . . . . . . . . . . . .
—
—
—
—
—
—
—
Earnings in consolidated subsidiaries . . . . . . . . . . . . .
Equity in Earnings of Unconsolidated Joint Venture . .
Interest Expense (Income), net . . . . . . . . . . . . . . . . . . .
Income (Loss) Before Income Taxes . . . . . . . . . . . . . .
Income Tax Expense (Benefit) . . . . . . . . . . . . . . . . . . .
(43,743)
—
24
(43,767)
(18)
—
545,203
2,728
458,148
(2,728)
87,055
—
(193)
19,687
19,494
22,273
—
45,954
(45,903)
(2,160)
7,851
39,612
20,299
67,762
—
—
(9,480)
28,773
4,681
$669,809
23,543
693,352
626,648
66,704
17,014
29,601
11,931
58,546
—
626
6,986
1,798
3,617
$(148,968)
—
$1,066,044
23,543
(148,968)
1,089,587
(148,968)
938,556
—
—
—
—
—
21,470
—
—
21,470
—
151,031
24,865
69,020
51,917
145,802
—
626
43,484
(37,629)
6,120
Net Income (Loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$(43,749)
$(43,743)
$ 24,092
$ (1,819)
$ 21,470
$ (43,749)
(1) Kraton Performance Polymers and Polymer Holdings Capital Corporation are the issuers of the 12% Discount Notes. Polymer Holdings
Capital Corporation has minimal assets and income. We do not believe that separate financial information concerning the issuers would
provide information that would be useful.
(2) Kraton and Kraton Polymers Capital Corporation are the issuers of the 8.125% Notes. Kraton Polymers Capital Corporation has minimal
assets and income. We do not believe that separate financial information concerning the Issuers would provide additional information
that would be useful.
F-49
KRATON PERFORMANCE POLYMERS, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
Year Ended December 31, 2009
(In thousands)
Kraton
Performance
Polymers(1) Kraton(2)
Guarantor
Subsidiaries
Non-Guarantor
Subsidiaries Eliminations Consolidated
— $ (39,221) $ 53,247
$ 58,779
$
—
$ 72,805
79,843
—
—
(79,843)
—
Cash flows provided by (used in) operating activities . . $
Cash flows provided by (used in) investing activities
Proceeds from (payments on) intercompany loans . . .
Purchase of plant and equipment, net of proceeds from
sales of equipment . . . . . . . . . . . . . . . . . . . . . . . . .
Purchase of software . . . . . . . . . . . . . . . . . . . . . . . .
Net cash provided by (used in) investing activities . .
Cash flows provided by (used in) financing activities
. . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from debt
Repayment of debt
. . . . . . . . . . . . . . . . . . . . . . . . .
Cash contribution from member . . . . . . . . . . . . . . .
Cash distribution to member . . . . . . . . . . . . . . . . . .
Public stock offering . . . . . . . . . . . . . . . . . . . . . . . .
Deferred financing costs . . . . . . . . . . . . . . . . . . . . .
Proceeds from (payments on) intercompany loans . . .
Net cash provided by (used in) financing activities . .
Effect of exchange rate difference on cash . . . . . . . . . . .
Netincrease(decrease)incashandcashequivalents . .
Cash and cash equivalents at beginning of period . . .
—
—
—
—
—
—
—
(126,725)
126,725
—
—
—
—
—
—
—
—
(28,226)
(15,322)
79,843
(43,548)
144,000
(308,131)
126,725
—
—
(3,216)
—
—
—
—
—
—
—
(38,592)
(40,622)
(38,592)
—
—
—
—
(28,893)
65,460
(6,005)
—
(6,005)
—
—
—
—
—
—
(41,251)
(41,251)
(14,735)
(3,212)
35,936
—
—
(34,231)
(15,322)
(79,843)
(49,553)
—
—
(126,725)
126,725
—
—
79,843
79,843
—
—
—
—
144,000
(308,131)
—
—
126,725
(3,216)
—
(40,622)
(14,735)
(32,105)
101,396
$ 69,291
Cash and cash equivalents at end of period . . . . . . . . $
— $
— $ 36,567
$ 32,724
$
(1) Kraton Performance Polymers and Polymer Holdings Capital Corporation are the issuers of the 12% Discount Notes. Polymer Holdings
Capital Corporation has minimal assets and income. We do not believe that separate financial information concerning the issuers would
provide information that would be useful.
(2) Kraton and Kraton Polymers Capital Corporation are the issuers of the 8.125% Notes. Kraton Polymers Capital Corporation has minimal
assets and income. We do not believe that separate financial information concerning the Issuers would provide additional information
that would be useful.
F-50
KRATON PERFORMANCE POLYMERS, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
Year Ended December 31, 2008
(In thousands)
Cash flows provided by (used in) operating activities . .
Cash flows provided by (used in) investing activities
Purchase of plant and equipment, net of proceeds
from sales of equipment
. . . . . . . . . . . . . . . . . . .
Proceeds from (payments on) intercompany loans . . .
Net cash provided by (used in) investing activities . .
Cash flows provided by (used in) financing activities
. . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from debt
Repayment of debt
. . . . . . . . . . . . . . . . . . . . . . . . .
Cash contribution from member . . . . . . . . . . . . . . .
Proceeds from insurance note payable . . . . . . . . . .
Proceeds from (payments on) intercompany loans . . .
Netcashprovidedby(usedin)financingactivities . . .
Effect of exchange rate difference on cash . . . . . . . . . . .
Netincrease(decrease)incashandcashequivalents . . .
Cash and cash equivalents at beginning of period . . .
Kraton
Performance
Polymers(1) Kraton(2)
Guarantor
Subsidiaries
Non-Guarantor
Subsidiaries Eliminations Consolidated
$—
$
(7,968) $ 83,530
$(35,335)
$ —
$ 40,227
—
—
—
—
—
—
—
—
—
—
—
—
—
(38,144)
(19,123)
—
(38,144)
(19,123)
316,250
(279,644)
10,000
(494)
—
—
—
—
—
(10,099)
46,112
(10,099)
—
—
—
—
54,308
11,152
(4,944)
—
(4,944)
—
—
—
—
48,243
48,243
(9,153)
(1,189)
37,125
—
38,144
38,144
—
—
—
—
(38,144)
(38,144)
—
—
—
(24,067)
—
(24,067)
316,250
(279,644)
10,000
(494)
—
46,112
(9,153)
53,119
48,277
Cash and cash equivalents at end of period . . . . . . . .
$—
$
— $ 65,460
$ 35,936
$ —
$ 101,396
(1) Kraton Performance Polymers and Polymer Holdings Capital Corporation are the issuers of the 12% Discount Notes. Polymer Holdings
Capital Corporation has minimal assets and income. We do not believe that separate financial information concerning the issuers would
provide information that would be useful.
(2) Kraton and Kraton Polymers Capital Corporation are the issuers of the 8.125% Notes. Kraton Polymers Capital Corporation has minimal
assets and income. We do not believe that separate financial information concerning the Issuers would provide additional information
that would be useful.
F-51
KRATON PERFORMANCE POLYMERS, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
Year Ended December 31, 2007
(In thousands)
Cash flows provided by (used in) operating activities . . .
Cash flows provided by (used in) investing activities
Proceeds from (payments on) intercompany loans . . .
Purchase of plant and equipment, net of proceeds from
sales of equipment . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash provided by (used in) investing activities . .
Cash flows provided by (used in) financing activities
. . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from debt
Repayment of debt
. . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from insurance note payable . . . . . . . . . .
Proceeds from (payments on) intercompany loans . . .
Net cash provided by (used in) financing activities . .
Effect of exchange rate difference on cash . . . . . . . . . . .
Netincrease(decrease)incashandcashequivalents . .
Cash and cash equivalents at beginning of period . . .
Kraton
Performance
Polymers(1) Kraton(2)
Guarantor
Subsidiaries
Non-Guarantor
Subsidiaries Eliminations Consolidated
$—
$(25,177)
$ 77,721
$ 29,193
$ —
$ 81,737
—
—
—
—
—
—
—
—
—
—
—
69,070
—
—
(69,070)
—
—
(18,584)
69,070
(18,584)
(10,086)
(10,086)
—
(28,670)
(69,070)
(28,670)
48,500
(92,148)
(245)
—
—
—
—
(61,835)
(43,893)
(61,835)
—
—
—
—
(2,698)
13,850
—
—
—
(7,235)
(7,235)
(4,498)
7,374
29,751
—
—
—
69,070
69,070
—
—
—
48,500
(92,148)
(245)
—
(43,893)
(4,498)
4,676
43,601
Cash and cash equivalents at end of period . . . . . . . .
$—
$ —
$ 11,152
$ 37,125
$ —
$ 48,277
(1) Kraton Performance Polymers and Polymer Holdings Capital Corporation are the issuers of the 12% Discount Notes. Polymer Holdings
Capital Corporation has minimal assets and income. We do not believe that separate financial information concerning the issuers would
provide information that would be useful.
(2) Kraton and Kraton Polymers Capital Corporation are the issuers of the 8.125% Notes. Kraton Polymers Capital Corporation has minimal
assets and income. We do not believe that separate financial information concerning the Issuers would provide additional information
that would be useful.
F-52
KRATON PERFORMANCE POLYMERS, INC.
Notes to Consolidated Financial Statements—(Continued)
15. Financial Instruments, Hedging Activities and Credit Risk
Financial Instruments
(a) Interest Rate Swap Agreements. In February 2008, we entered into a $325 million notional amount
interest rate swap agreement to hedge or otherwise protect against Eurodollar interest rate fluctuations on a
portion of our variable rate debt. The agreement had a fixed rate of 2.77%, with a margin of 2.0%, which resulted
in a total cost of 4.77%, and a term through April 1, 2010. This agreement was designated as a cash flow hedge
on the exposure of the variability of future cash flows subject to the variable quarterly interest rates on $325
million of the term loan portion of the Term Facility. We settled the swap early in June 2008 and realized cash
proceeds of $4.6 million, resulting in a gain on the settlement of $4.6 million. The gain is deferred in
accumulated other comprehensive income at December 31, 2009 and is being reclassified as a reduction in
interest expense through March 31, 2010 using the effective interest method, unless we determine that the
forecasted interest payments under the Term Facility are probable not to occur, in which case the gain would then
be reclassified immediately to interest expense. In 2009, we reclassified $2.9 million into earnings.
In October 2008, we entered into a $320 million notional amount interest rate swap agreement to hedge or
otherwise protect against Eurodollar interest rate fluctuations on a portion of our variable rate debt. The
agreement had a fixed rate of 2.99%, with a margin of 2.0%, which resulted in a total cost of 4.99%, and a term
through December 31, 2009. This agreement was designated as a cash flow hedge on the exposure of the
variability of future cash flows subject to the variable quarterly interest rates on $320 million of the term loan
portion of the Term Facility. We settled the swap on December 31, 2009 and recorded a loss of $2.2 million.
In May 2009, we entered into a $310 million notional amount interest rate swap agreement to hedge or
otherwise protect against Eurodollar interest rate fluctuations on a portion of our variable rate debt. This
agreement is effective on January 4, 2010 and expires on January 3, 2011 and has a fixed rate of 1.53%, with a
margin of 2.0%, which resulted in a total cost of 3.53%. The agreement hedges monthly interest payments from
January through December 2010 and expires on January 3, 2011. It has a fixed rate of 1.53% and a margin of
2.0%, which results in a total cost of 3.53%. In December 2009, we made a $100.0 million payment of
outstanding indebtedness under the Term Loans reducing the principal amount outstanding from approximately
$322.6 million to $222.0 million. As a result, we are required to discontinue hedge accounting prospectively as
the hedging relationship fails to meet all of the criteria set forth in ASC 815, specifically the notional amount of
the swap and the principal amount of the debt are no longer equal and the forecasted transaction is no longer
probable of occurring as documented in the original hedge documentation. We recorded $0.8 million in interest
expense related to the ineffective portion and $1.9 million in accumulated other comprehensive income related to
the effective portion of the hedge. We have elected to dedesignate the initial hedging relationship.
As of January 1, 2008, we adopted the provisions of FASB ASC 820-10, which establishes a three-tier value
hierarchy, categorizing the inputs used to measure fair value. The hierarchy can be described as follows: (Level
1) observable inputs such as quoted prices in active markets; (Level 2) inputs other than the quoted prices in
active markets that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there
is little or no market data, which require the reporting entity to develop its own assumptions.
F-53
KRATON PERFORMANCE POLYMERS, INC.
Notes to Consolidated Financial Statements—(Continued)
The financial assets and liabilities measured at fair value on a recurring basis are included below:
Fair Value Measurements at Reporting Date Using
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
(in thousands)
December 31,
2009
Derivative liabilities . . . . . . . . . . . . . . . . . . . . . . . . . .
$2,926
$—
$2,926
$—
As of December 31, 2009, the fair market value of the interest rate swap agreement in effect was a liability
of approximately $2.9 million.
(b) Fair Value of Financial Instruments.
December 31, 2009
December 31, 2008
Carrying
Value
Fair
Value
Carrying
Value
Fair
Value
(in thousands)
Revolving loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Term loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12.00% Discount notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Bonds Payable 8.125% Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8.125% Notes Held as Treasury Bonds . . . . . . . . . . . . . . . . . . . . . .
$ — $ — $ 50,000
325,071
221,729
221,729
245
250
250
200,000
146,089
163,000
—
6,274
7,000
$ 50,000
325,071
245
79,250
—
The following table presents the carrying values and approximate fair values of our long-term debt at
December 31, 2009 and December 31, 2008:
The Term Loans and Revolving Loans are variable interest rate securities, and as such, the fair value
approximates their carrying value.
Foreign Currency Hedge. On April 3 and July 1, 2008 we entered into two foreign currency option
contracts to reduce our exposure to fluctuations in the Euro to U.S. dollar exchange rate for notional amounts of
€10 million and €20 million with expiration dates of June 26, and December 29, 2008, respectively. The option
contracts do not qualify for hedge accounting. The April, 2008 option contract expired on June 26, 2008 and the
July, 2008 option contract expired on December 29, 2008. The impact on our consolidated results of operations,
financial position and cash flows was immaterial.
On February 18, 2009 we entered into a foreign currency option contract to reduce our exposure to
fluctuations in the Euro to U.S. dollar exchange rate for a notional amount of €47.3 million which expires on
December 29, 2009. The option contract does not qualify for hedge accounting. We settled the hedge on
December 31, 2009, with a gain of $1.9 million which represented the mark-to-market impact of the purchased
option contract. The gains were recorded in selling, general, and administrative expense on the Consolidated
Statements of Operations.
Credit Risk. Our customers are diversified by industry and geography with more than 700 customers in over
60 countries. We do not have concentrations of receivables from these industry sectors throughout these
countries. The recent global economic downturn may affect our overall credit risk. Where exposed to credit risk,
we analyze the counterparties’ financial condition prior to entering into an agreement, establishes credit limits
F-54
KRATON PERFORMANCE POLYMERS, INC.
Notes to Consolidated Financial Statements—(Continued)
and monitors the appropriateness of those limits on an ongoing basis. We also obtain cash, letters of credit or
other acceptable forms of security from customers to provide credit support, where appropriate, based on our
financial analysis of the customer and the contractual terms and conditions applicable to each transaction.
16. Restructuring and Restructuring-related Costs
As part of our ongoing efforts to improve efficiencies and increase productivity, we have implemented a
number of restructuring initiatives in recent years.
We ceased production at the Pernis facility on December 31, 2009, where, prior to the exit we manufactured
IR. In connection with the exit, we incurred $3.9 million in asset retirement obligations, $6.0 million in
restructuring costs and a $1.1 million non-cash charge to write-down our inventory of spare parts. The estimated
asset retirement obligations and restructuring costs of $5.1 million and $6.0 million were recorded in the third
quarter of 2009, respectively. The asset retirement obligations were adjusted pursuant to the settlement
agreement in December 2009. The $14.9 million of property and equipment related to Pernis was fully
depreciated as of December 31, 2009. The settlement agreement calls for total payments of approximately $10.0
million and will be paid in full on or about May 2010. In January 2010 we made two payments totaling $7.5
million.
In 2008, we restructured our research and technical service organizations to better align our research and
product development capabilities with our customers’ needs and market requirements and to focus on our core
capabilities, and incurred $2.2 million of severance and other staffing-related costs which were recorded in
research and development expenses in the consolidated statements of operations. Substantially all of the cash
expenditures related to these restructurings were paid as of December 31, 2008.
Prior to the 2009 exit from Pernis, on September 20, 2007, we exited the SIS plant at the Pernis facility, and
relocated our SIS production to our other production facilities as part of our cost reduction efforts. This resulted
in a contractor workforce reduction. The exit plan was completed in the first half of 2008. As a result of exiting
the SIS plant, we recorded a liability associated with the plan of approximately $2.1 million, consisting of $1.8
million in contractor workforce reduction and $0.3 million in other associated costs. The entire amount of the
charge consisted of cash expenditures in the first and second quarters of 2008.
17. Subsequent Event
We have received a communication from a law firm asserting that approximately $13.5 million in alleged
payments to us from SemGroup, L.P. and/or one or more of its affiliates (collectively “SemGroup”), during the
90-day period preceding SemGroup’s Chapter 11 bankruptcy filing on July 22, 2008, appear to constitute
preferential payments avoidable and recoverable under sections 547 and 550 of the United States Bankruptcy
Code. In this regard, no formal claim has been asserted against us in the bankruptcy court as of this date.
However, we intend to vigorously defend any such claim if it is made against us, and although the ultimate
outcome of any such matter cannot be determined with certainty, we believe we would have a number of
defenses to any such claim, including, without limitation, defenses concerning the ordinary course of business
and the timing of certain product deliveries made by Kraton to SemGroup prior to the date of its bankruptcy
filing. At this time, we have recorded no provision for losses in connection with this matter. Further we do not
believe that any claim, if one is asserted, will have a material adverse impact on our business, financial condition,
or results of operations.
On January 18, 2010, consistent with our announcement in the third quarter of 2009 of our intent to exit our
Pernis, the Netherlands facility, our indirect, wholly-owned subsidiary Kraton Polymers Nederland BV (“Kraton
Netherlands”) agreed to terminate the following material definitive agreements:
•
First Amended and Restated Site Services, Utilities, Materials and Facilities Agreement between
Kraton Netherlands and Shell Nederland Raffinaderij BV (“SNR”) dated 28 February 2001; and
F-55
KRATON PERFORMANCE POLYMERS, INC.
Notes to Consolidated Financial Statements—(Continued)
•
First Amended and Restated Site Services, Utilities, Materials and Facilities Agreement between
Kraton Netherlands and Shell Nederland Chemie BV (“SNC,” and together with SNR, the “Shell
Entities”) dated 28 February 2001.
Production at the Pernis facility ceased December 31, 2009. However, the actual termination of these
agreements remains subject to the satisfaction of various conditions and is anticipated to become effective on or
about May 31, 2010. We expect to maintain a presence at the facility through May 2010, as the site is cleared for
demolition beginning thereafter. We currently anticipate transferring IR production to our Belpre, Ohio facility.
We are in the process of completing project scoping, including associated capital expenditure requirements, for
producing the alternative capacity, and until such alternative production capacity is brought on line, we plan to
satisfy customer demand for IR with inventory currently on hand.
On January 7, 2010, the underwriters in our IPO exercised their option to purchase 887,082 additional
shares of common stock from our company at the initial public offering price less the underwriting discount to
cover over-allotments. Net proceeds from the exercise of the over-allotment option amounted to approximately
$11.2 million. After giving effect to the sale of the shares sold pursuant to the over-allotment option, a total of
11,181,200 shares of our company’s common stock were sold in the IPO by us at a price to the public of $13.50.
We have evaluated significant events and transactions that have occurred and have determined that there
were no other events or transactions other than those disclosed in this report that would require recognition or
disclosure in our Consolidated Financial Statements for the period ended December 31, 2009.
F-56
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors
Kraton Polymers LLC:
We have audited the accompanying consolidated balance sheets of Kraton Polymers LLC and subsidiaries
as of December 31, 2009 and 2008, and the related consolidated statements of operations, changes in member’s
equity and comprehensive income (loss), and cash flows for each of the years in the three-year period ended
December 31, 2009. These consolidated financial statements are the responsibility of Kraton Polymers LLC’s
management. Our responsibility is to express an opinion on these consolidated financial statements based on our
audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects,
the financial position of Kraton Polymers LLC and subsidiaries as of December 31, 2009 and 2008, and the
results of their operations and their cash flows for each of the years in the three-year period ended December 31,
2009, in conformity with U.S. generally accepted accounting principles.
/S/ KPMG LLP
Houston, Texas
March 15, 2010
F-57
KRATON POLYMERS LLC
CONSOLIDATED BALANCE SHEETS
(In thousands)
December 31,
2009
2008
ASSETS
Current Assets
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Receivables, net of allowances of $1,335 and $2,512 . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventories of products, net
Inventories of materials and supplies, net
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 69,291
115,329
284,258
10,862
3,107
16,770
$ 101,396
95,443
324,193
11,055
14,778
6,769
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
499,617
553,634
Property, plant and equipment, less accumulated depreciation of $236,558 and
$182,252 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Identifiable intangible assets, less accumulated amortization of $42,741 and $36,169 . .
Investment in unconsolidated joint venture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred financing costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other long-term assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
354,860
75,801
12,078
7,318
24,825
372,008
67,051
12,371
8,184
18,626
Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$974,499
$1,031,874
LIABILITIES AND MEMBER’S EQUITY
Current Liabilities
Current portion of long-term debt
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts payable-trade . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other payables and accruals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Due to related party . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
2,304
93,494
68,305
19,006
$
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
183,109
Long-term debt, net of current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
382,425
13,488
46,477
Total Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
625,499
Commitments and contingencies (note 8)
Member’s equity
Common equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
312,164
36,836
Total member’s equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
349,000
3,343
75,177
69,349
25,585
173,454
571,728
34,985
63,117
843,284
182,767
5,823
188,590
Total Liabilities and Member’s Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$974,499
$1,031,874
See Notes to Consolidated Financial Statements
F-58
KRATON POLYMERS LLC
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands)
Years ended December 31,
2009
2008
2007
Operating Revenues
Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$920,362
47,642
$1,171,253
54,780
$1,066,044
23,543
Total operating revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of Goods Sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
968,004
792,472
1,226,033
971,283
1,089,587
938,556
Gross Profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
175,532
254,750
151,031
Operating Expenses
Research and development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization of identifiable intangibles . . . . . . . . . .
21,212
79,504
66,751
Total operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
167,467
Gain on Extinguishment of Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity in Earnings of Unconsolidated Joint Venture . . . . . . . . . . . . . . .
Interest Expense, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income (Loss) Before Income Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income Tax Expense (Benefit)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
23,831
403
33,951
(1,652)
(1,364)
27,049
101,431
53,162
181,642
—
437
36,671
36,874
8,440
24,865
69,020
51,917
145,802
—
626
43,460
(37,605)
6,138
Net Income (Loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
(288) $
28,434
$ (43,743)
See Notes to Consolidated Financial Statements
F-59
KRATON POLYMERS LLC
CONSOLIDATED STATEMENTS OF CHANGES IN MEMBER’S EQUITY AND
COMPREHENSIVE INCOME (LOSS)
(In thousands)
Accumulated
Other
Comprehensive
Income (Loss)
Common
Equity
Total
December 31, 2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
184,111
15,630
199,741
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive loss
(43,743)
—
(43,743)
Foreign currency translation adjustments, net of tax . . . . . . . . .
Realized loss on interest rate swaps, net of tax . . . . . . . . . . . . . .
—
—
21,457
(1,863)
Total comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Increase in pension liability, net of deferred tax liability of
$1,800 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-cash compensation related to equity awards . . . . . . . . . . . . . . . .
—
2,781
December 31, 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
143,149
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign currency translation adjustments, net of tax . . . . . . . . .
Net unrealized loss on interest rate swaps . . . . . . . . . . . . . . . . .
Reclassification of interest rate swaps into earnings . . . . . . . . .
28,434
—
—
—
Total comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Decrease in pension liability, net of tax . . . . . . . . . . . . . . . . . . . . . . .
Cash contribution from member . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-cash compensation related to equity awards . . . . . . . . . . . . . . . .
December 31, 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive income
10,000
1,184
182,767
(288)
Foreign currency translation adjustments, net of tax . . . . . . . . .
Net unrealized loss on interest rate swaps . . . . . . . . . . . . . . . . .
Reclassification of interest rate swaps into earnings . . . . . . . . .
—
—
—
Total comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Increase in pension liability, net of tax . . . . . . . . . . . . . . . . . . . . . . . .
Cash contribution from member . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restructuring of Kraton Polymers Management LLC . . . . . . . . . . . .
Non-cash contribution from member . . . . . . . . . . . . . . . . . . . . . . . . .
Non-cash compensation related to equity awards . . . . . . . . . . . . . . . .
—
126,725
(1,760)
2,560
2,160
4,337
—
39,561
—
5,396
(858)
(1,326)
(36,950)
—
—
5,823
—
14,023
3,158
(2,827)
16,659
—
—
—
—
21,457
(1,863)
(24,149)
4,337
2,781
182,710
28,434
5,396
(858)
(1,326)
31,646
(36,950)
10,000
1,184
188,590
(288)
14,023
3,158
(2,827)
14,066
16,659
126,725
(1,760)
2,560
2,160
December 31, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$312,164
$ 36,836
$349,000
See Notes to Consolidated Financial Statements
F-60
KRATON POLYMERS LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustments to reconcile net income (loss) to net cash provided by
(used in) operating activities:
Years ended December 31,
2009
2008
2007
$
(288) $ 28,434
$(43,743)
Depreciation and amortization of identifiable intangibles . . . . . . . .
Inventory impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of deferred financing costs . . . . . . . . . . . . . . . . . . . . .
Loss on disposal of fixed assets . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on extinguishment of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in fair value of interest rate swaps . . . . . . . . . . . . . . . . . . .
Distributed (undistributed) earnings in unconsolidated joint . . . . . .
. . . . . . . . . . . . . . . . . . . . . .
Deferred income tax expense (benefit)
Non-cash compensation related to equity awards . . . . . . . . . . . . . .
Decrease (increase) in . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Due to/from related party . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventories of products, materials and supplies . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Increase in
66,751
1,769
4,090
348
(23,831)
(2,827)
30
(4,620)
2,160
(16,680)
(6,180)
44,060
(305)
53,162
8,100
2,139
184
—
(1,378)
604
(5,436)
1,184
42,815
(6,007)
(86,738)
(1,377)
51,917
—
2,715
274
—
(1,553)
(520)
1,537
2,781
8,710
14,704
17,793
(1,525)
Accounts payable-trade, other payables and accruals, and
long-term liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash provided by operating activities . . . . . . . . . . . .
8,328
72,805
4,541
40,227
28,647
81,737
CASH FLOWS FROM INVESTING ACTIVITIES
. . . . . . . . . . . . . . . . . . . . . . .
Purchase of property, plant and equipment
Purchase of software . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . .
Proceeds from sale of property, plant and equipment
(38,101)
(15,322)
3,870
(24,093)
—
26
(28,713)
—
43
Net cash used in investing activities . . . . . . . . . . . . . . . .
(49,553)
(24,067)
(28,670)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repayment of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash contribution from member
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from (repayment of) insurance note payable . . . . . . . . . . . . . .
Deferred financing costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash provided by (used in) financing activities . . . . .
Effect of exchange rate differences on cash . . . . . . . . . . . . . . . . . . . . . . .
Net increase (decrease) in cash and cash equivalents . . .
Cash and cash equivalents at beginning of period . . . . . . . . . . . . . . .
144,000
(308,131)
126,725
—
(3,216)
(40,622)
(14,735)
(32,105)
101,396
316,250
(279,644)
10,000
(494)
—
48,500
(92,148)
—
(245)
—
46,112
(43,893)
(9,153)
(4,498)
53,119
48,277
4,676
43,601
Cash and cash equivalents at end of period . . . . . . . . . . . . . . . . . . . . .
$ 69,291
$ 101,396
$ 48,277
Supplemental Disclosures
Cash paid during the period for income taxes . . . . . . . . . . . . . . . . .
Cash paid during the period for interest . . . . . . . . . . . . . . . . . . . . . .
$
9,164
$ 34,707
$ 11,251
$ 39,533
$ 8,912
$ 37,052
See Notes to Consolidated Financial Statements
F-61
KRATON POLYMERS LLC
Notes to Consolidated Financial Statements
INDEX
PAGE
F-62
1. Summary of Operations and Significant Accounting Policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-68
2. Share-Based Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-71
3. Detail of Certain Balance Sheet Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-72
4. Long-Term Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-76
5. Deferred Financing Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-77
6.
Income Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-80
7. Employee Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-90
8. Commitments and Contingencies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-91
9. Fair Value Measurements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-92
10. Significant Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-94
11. Related Party Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-95
12. Member’s Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-95
13.
Industry Segment and Foreign Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
14. Supplemental Guarantor Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-96
15. Financial Instruments, Hedging Activities and Credit Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-105
16. Restructuring and Restructuring-related Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-106
17. Subsequent Event . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-107
1. Summary of Operations and Significant Accounting Policies
Organization and Description of Business. Kraton Polymers LLC, together with its direct and indirect
subsidiaries, are, unless the context requires otherwise, collectively referred to herein as “we,” “our,” “ours,”
“us” or “Kraton.” Kraton directly or indirectly owns 100% of the equity interests in (1) Elastomers Holdings
LLC (holding company of Kraton’s United States (U.S.) operations), (2) K.P. Global Holdings C.V. (holding
company of the remainder of our global operations) and (3) Kraton Polymers Capital Corporation (a company
with no obligations). We believe we are the world’s leading producer in terms of sales revenues and sales
volumes of styrenic block copolymers, or SBCs, a family of performance polymer products whose chemistry we
pioneered over 40 years ago. SBCs are highly-engineered synthetic elastomers which enhance the performance of
numerous products by delivering a variety of performance-enhancing characteristics, including greater flexibility,
resilience, strength, durability and processability, and are a fast growing subset of the elastomers industry. Our
polymers are typically formulated or compounded with other products to achieve improved, customer specific
performance characteristics in a variety of applications. We manufacture products at five plants globally,
including our flagship plant in Belpre, Ohio, the largest and most diversified SBC plant in the world, as well as
plants in Germany, France, Brazil, and Japan. The plant in Japan is operated by a unconsolidated manufacturing
joint venture.
Basis of Presentation. The accompanying Consolidated Financial Statements presented herein are for
Kraton and its consolidated subsidiaries, each of which is a wholly-owned subsidiary. These financial statements
reflect all normal recurring adjustments that are, in the opinion of management, necessary to fairly present
Kraton’s results of operations and financial position.
Use of Estimates. The preparation of consolidated financial statements in conformity with accounting
principles generally accepted in the United States of America requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates. Significant items subject to such
F-62
KRATON POLYMERS LLC
Notes to Consolidated Financial Statements—(Continued)
estimates and assumptions include the useful lives of fixed assets; allowances for doubtful accounts and sales
returns; the valuation of derivatives, deferred tax assets, property, plant and equipment, inventory, investments
and share-based compensation; and liabilities for employee benefit obligations, asset retirement obligations,
income tax uncertainties and other contingencies.
Reclassifications. Certain amounts reported in the Consolidated Financial Statements and Notes to
Consolidated Financial Statements for the prior periods have been reclassified to conform to the current reporting
presentation.
Cash and Cash Equivalents. It is our policy to invest our excess cash in investment instruments whose
value is not subject to market fluctuations, such as bank deposits or certificates of deposit. Other permitted
investments include commercial paper of major U.S. corporations with ratings of A1 by Standard & Poor’s
Ratings Group or P1 by Moody’s Investor Services, Inc., loan participations of major U.S. corporations with a
short term credit rating of A1/P1 and direct obligations of the U.S. government or its agencies. We consider all
investments having a remaining maturity of 3 months or less to be cash equivalents.
Receivables. Receivables are recorded at the invoiced amount and do not bear interest. The allowance for
doubtful accounts is our best estimate of the amount of probable credit losses in our existing receivables. We
determine the allowance based on historical write-off experience and global economic data. We review the
allowance for doubtful accounts quarterly. Past due balances over 90 days and above a specified amount are
reviewed individually for collectibility. Account balances are charged off against the allowance after all means of
collection have been exhausted and the potential for recovery is considered remote. We do not have any
off-balance sheet credit exposure related to our customers.
Inventories. Our inventory is principally comprised of finished goods inventory. Inventories are stated at the
lower of cost or market as determined on a first-in, first-out basis. On a quarterly basis, we evaluate the carrying
cost of our inventory to ensure that it is stated at the lower of cost or market. Our products are typically not
subject to spoiling or obsolescence and consequently our reserves for slow moving and obsolete inventory have
historically not been significant. Cash flows from the sale of inventory are reported in cash flows from operations
in the consolidated statement of cash flows.
Derivative Instruments and Hedging Activities. Kraton accounts for derivatives and hedging activities in
accordance with FASB ASC Topic 815, Derivatives and Hedging (Statement No. 133, Accounting for Derivative
Instruments and Certain Hedging Activities, as amended), which requires entities to recognize all derivative
instruments as either assets or liabilities in the balance sheet at their respective fair values. For derivatives
designated in cash flow hedging relationships, changes in the fair value are either offset through earnings against
the change in fair value of the hedged item attributable to the risk being hedged or recognized in accumulated
other comprehensive income, to the extent the derivative is effective at offsetting the changes in cash flows being
hedged until the hedged item affects earnings.
For all hedging relationships, Kraton formally documents the hedging relationship and its risk-management
objective and strategy for undertaking the hedge, the hedging instrument, the hedged transaction, the nature of
the risk being hedged, how the hedging instrument’s effectiveness in offsetting the hedged risk will be assessed
prospectively and retrospectively, and a description of the method used to measure ineffectiveness. Kraton also
formally assesses, both at the inception of the hedging relationship and on an ongoing basis, whether the
derivatives that are used in hedging relationships are highly effective in offsetting changes in cash flows of
hedged transactions. For derivative instruments that are designated and qualify as part of a cash flow hedging
relationship, the effective portion of the gain or loss on the derivative is reported as a component of other
comprehensive income and reclassified into earnings in the same period or periods during which the hedged
F-63
transaction affects earnings. Gains and losses on the derivative representing either hedge ineffectiveness or hedge
components excluded from the assessment of effectiveness are recognized in current earnings.
Kraton discontinues hedge accounting prospectively when it determines that the derivative is no longer
effective in offsetting cash flows attributable to the hedged risk, the derivative expires or is sold, terminated, or
exercised, the cash flow hedge is dedesignated because a forecasted transaction is not probable of occurring, or
management determines to remove the designation of the cash flow hedge.
In all situations in which hedge accounting is discontinued and the derivative remains outstanding, Kraton
continues to carry the derivative at its fair value on the balance sheet and recognize any subsequent changes in its
fair value in earnings. When it is probable that a forecasted transaction will not occur, Kraton discontinues hedge
accounting and recognizes immediately in earnings gains and losses that were accumulated in other
comprehensive income related to the hedging relationship.
Property, Plant and Equipment. Property, plant and equipment are recorded at cost. Major renewals and
improvements which extend the useful lives of equipment are capitalized. Repair and maintenance expenses are
charged to operations as incurred. Disposals are removed at carrying cost less accumulated depreciation with any
resulting gain or loss reflected in operations. We capitalize interest costs which are incurred as part of the cost of
constructing major facilities and equipment. We did not record any capitalized interest in any periods presented.
Depreciation is provided using the straight-line method over the following average estimated useful lives:
Machinery and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Building and land improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Computer hardware/information systems . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Office equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Research equipment and facilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vehicles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
20 years
20 years
3 years
5 years
5 years
5 years
Major Maintenance Activities. Kraton incurs maintenance costs on its major equipment. Repair and
maintenance costs are expensed as incurred.
Asset Retirement Obligations. We account for asset retirement obligations pursuant to the provisions of ASC
410-20, “Asset Retirement Obligations.” ASC 410-20 requires us to record the fair value of an asset retirement
obligation as a liability in the period in which we incur a legal obligation associated with the retirement of tangible
long-lived assets that result from the acquisition, construction, development, and/or normal use of the assets. ASC
410-20 also requires us to record a corresponding asset that is depreciated over the life of the asset. Subsequent to
the initial measurement of the asset retirement obligation, the obligation is to be adjusted at the end of each period to
reflect the passage of time and changes in the estimated future cash flows underlying the obligation.
We have no assets that are legally restricted for purposes of settling asset retirement obligations. We have
determined that we have contractual or regulatory requirements to decommission and perform other remediation
for many of our manufacturing facilities and other assets upon retirement. These manufacturing facilities have
historically been profitable, and we plan to continue to upgrade these assets and expand the manufacturing
capacity in conjunction with the growing market for our products. We plan to operate our manufacturing
facilities for the foreseeable future and there are no current plans to close or convert these assets for use in the
manufacture of fundamentally different products. Unlike our manufacturing assets in the United States and
Brazil, our manufacturing assets in Europe are all located on leased land. For these assets, we used the lease
termination dates as the estimate for when our asset retirement obligations related to those assets will be settled.
Long-Lived Assets. In accordance with Impairment or Disposal of Long-Lived Assets Subsections of FASB
ASC Subtopic 360-10, Property, Plant, and Equipment—Overall, (FASB Statement No. 144, Accounting for the
F-64
KRATON POLYMERS LLC
Notes to Consolidated Financial Statements—(Continued)
Impairment or Disposal of Long-Lived Assets, long-lived assets, such as property, plant, and equipment, and
purchased intangible assets subject to amortization, are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a
long-lived asset or asset group be tested for possible impairment, Kraton first compares undiscounted cash flows
expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived
asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the
extent that the carrying value exceeds its fair value. Fair value is determined through various valuation
techniques including discounted cash flow models, quoted market values and third-party independent appraisals,
as considered necessary.
Identifiable Intangible Assets. We have identifiable intangible assets related to technology, tradenames/
trademarks, customer relationships and software as detailed in Note 3 below. Identifiable intangible assets are
amortized on the straight-line method over the estimated useful lives of the assets. The estimated useful life of
technology, tradenames/trademarks and customer relationships is 15 years, while the estimated useful life of
software is 10 years.
Pension and Other Postretirement Plans. Kraton has a noncontributory defined benefit pension plan
covering substantially all of its employees upon their retirement. The benefits are based on age, years of service
and the level of compensation during the five years before retirement. Kraton also sponsors a defined benefit
health care plan for substantially all retirees and full-time employees.
Kraton records annual amounts relating to its pension and postretirement plans based on calculations that
incorporate various actuarial and other assumptions, including discount rates, mortality, assumed rates of return,
compensation increases, turnover rates and healthcare cost trend rates. Kraton reviews its assumptions on an
annual basis and makes modifications to the assumptions based on current rates and trends when it is appropriate
to do so. The effect of modifications to those assumptions is recorded in accumulated other comprehensive
income and amortized to net periodic cost over future periods using the corridor method. Kraton believes that the
assumptions utilized in recording its obligations under its plans are reasonable based on its experience and
market conditions.
The net periodic costs are recognized as employees render the services necessary to earn the postretirement
benefits.
Investment in Unconsolidated Joint Venture. Our 50% equity investment in a manufacturing joint venture
at our Kashima site is accounted for under the equity method with our share of the operating results of the joint
venture classified within equity in earnings of unconsolidated joint venture in the Consolidated Statements of
Operations.
We evaluate our equity method investment for impairment when events or changes in circumstances
indicate, in management’s judgment, that the carrying value of such investment may have experienced an other-
than-temporary decline in value. When evidence of loss in value has occurred, management compares the
estimated fair value of the investment to the carrying value of the investment to determine whether an
impairment has occurred. Management assesses the fair value of its equity method investment using commonly
accepted techniques, and may use more than one method, including, but not limited to, recent third party
comparable sales, internally developed discounted cash flow analysis and analysis from outside advisors. If the
estimated fair value is less than the carrying value and management considers the decline in value to be other
than temporary, the excess of the carrying value over the estimated fair value is recognized in the financial
statements as an impairment.
Deferred Financing Costs. We capitalize financing fees and other related costs and amortize them to
interest expense over the term of the related debt instrument using the effective interest method.
F-65
KRATON POLYMERS LLC
Notes to Consolidated Financial Statements—(Continued)
Environmental Costs. Environmental costs are expensed as incurred unless the expenditures extend the
economic useful life of the relevant assets. Costs that extend the economic life of assets are capitalized and
depreciated over the remaining life of those assets. Liabilities are recorded when environmental assessments, or
remedial efforts are probable, and the cost can be reasonably estimated.
Disclosures about Fair Value of Financial Instruments. The carrying amount approximates fair value for
cash and cash equivalents, receivables, accounts payable and certain accrued expenses due to the short maturities
of these instruments. The fair values of long-term debt instruments and the interest rate swap agreements are
estimated based upon market values (if applicable) or on the current interest rates available to us for debt with
similar terms and remaining maturities. Considerable judgment is required in developing these estimates.
Revenue Recognition. We recognize revenue from sales when title transfers. We classify amounts billed to
customers for shipping and handling as revenues, with the related shipping and handling costs included in cost of
goods sold.
We have entered into agreements with some of our customers, whereby they earn rebates from us when the
volume of their purchases of our product reach certain agreed upon levels. We recognize the rebate obligation
under these agreements as a reduction of revenue based on an allocation of the cost of honoring the rebates that
are earned to each of the underlying revenue transactions that result in progress by the customer toward earning
the rebate.
Research and Development Expenses. Research and development expenses are expensed as incurred.
Leases. All leases entered into as of December 31, 2009 are classified as operating leases. For those leases
which contain escalating rent payment clauses, we use the straight-line method to record lease expense.
Income Taxes. We conduct operations in separate legal entities; as a result, income tax amounts are
reflected in these consolidated financial statements for each of those jurisdictions.
Net operating losses and credit carryforwards are recorded in the event such benefits are expected to be
realized. Deferred taxes result from differences between the financial and tax bases of our assets and liabilities
and are adjusted for changes in tax rates and tax laws when changes are enacted. Valuation allowances are
recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized.
In assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some
portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income during the periods in which those temporary differences
become deductible. We consider the scheduled reversal of deferred tax liabilities, projected future taxable income
and tax planning strategies in making this assessment. Based upon the level of historical taxable income and
projections for future taxable income over the periods in which the deferred tax assets are deductible, we believe
it is more likely than not that we will realize the benefits of these deductible differences, net of the existing
valuation allowances.
Foreign Currency Translation and Foreign Currency Exchange Rates. Financial statements of our
operations outside the United States where the local currency is considered to be the functional currency are
translated into U.S. dollars using the exchange rate at each balance sheet date for assets and liabilities and the
average exchange rate for each period for revenues, expenses, gains, and losses and cash flows. The effects of
translating such operations into U.S. dollars are included as a component of other comprehensive income (loss)
in member’s equity.
F-66
KRATON POLYMERS LLC
Notes to Consolidated Financial Statements—(Continued)
New Accounting Pronouncements—2009. The following new accounting pronouncements were adopted
during 2009 and the effect of such adoption, if applicable, has been presented in the accompanying Consolidated
Financial Statements:
Adopted Accounting Standards
In January 2009, the Financial Accounting Standards Board (“FASB”), issued FASB Staff Position (“FSP”)
No. FAS No. 132(R)-1 “Employers Disclosures about Pensions and Other Postretirement Benefit Plan Assets”
(“FSP FAS No. 132(R)-1”), included in the Codification as ASC 715-20-65-2. This topic provides guidance on
an employer’s disclosures about plan assets of a defined benefit pension or other postretirement plan. This topic
is effective for fiscal years ending after December 15, 2009. Our adoption of the new guidance did not have a
material effect on our consolidated financial statements.
In May 2009, the FASB issued new guidance for subsequent events. The new guidance, which is part of
ASC 855, Subsequent Events (formerly SFAS No. 165, Subsequent Events) is intended to establish general
standards of accounting for and disclosure of events that occur after the balance sheet date but before financial
statements are issued or are available to be issued. Specifically, this guidance sets forth the period after the
balance sheet date during which management of a reporting entity should evaluate events or transactions that
may occur for potential recognition or disclosure in the financial statements, the circumstances under which an
entity should recognize events or transactions occurring after the balance sheet date in its financial statements,
and the disclosures that an entity should make about events or transactions that occurred after the balance sheet
date. The new guidance is effective for fiscal years and interim periods ended after June 15, 2009 and will be
applied prospectively. Our adoption of the new guidance did not have a material effect on our consolidated
financial statements.
In April 2008, the FASB issued FSP No. 142-3, “Determination of the Useful Life of Intangible Assets”
(“FSP No. 142-3”), included in the Codification as ASC 350-30-50-4. This topic amends the factors that should
be considered in developing renewal or extension assumptions used to determine the useful life of a recognized
intangible asset. This topic is effective for financial statements issued for fiscal years beginning after
December 15, 2008 and interim periods within those fiscal years. On January 1, 2009, we adopted this topic,
which did not have any impact on our consolidated financial statements.
In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging
Activities-an amendment of FASB Statement No. 133” (“SFAS No. 161”), included in the Codification as
ASC 815-10-65-1. This topic requires enhanced disclosure related to derivatives and hedging activities. This
topic must be applied prospectively to all derivative instruments and non-derivative instruments that are
designated and qualify as hedging instruments and related hedged items for all financial statements issued for
fiscal years and interim periods beginning after November 15, 2008. We adopted this topic on January 1, 2009.
In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations”
(“SFAS 141(R)”), which is a revision of SFAS 141, “Business Combinations,” included in the Codification as
ASC 805-10-05-2. The primary requirements of this topic are as follows: (i) Upon initially obtaining control, the
acquiring entity in a business combination must recognize 100% of the fair values of the acquired assets,
including goodwill, and assumed liabilities, with only limited exceptions even if the acquirer has not acquired
100% of its target. As a consequence, the current step acquisition model will be eliminated. (ii) Contingent
consideration arrangements will be fair valued at the acquisition date and included on that basis in the purchase
price consideration. The concept of recognizing contingent consideration at a later date when the amount of that
consideration is determinable beyond a reasonable doubt, will no longer be applicable. (iii) All transaction costs
will be expensed as incurred. This topic is effective as of the beginning of an entity’s first fiscal year beginning
F-67
KRATON POLYMERS LLC
Notes to Consolidated Financial Statements—(Continued)
after December 15, 2008. Our adoption of this topic on January 1, 2009 has had no impact to our financial
position, results of operations or cash flows. A significant impact may, however, be realized on any future
acquisitions by us. The amount of such impact will depend on the nature and terms of such future acquisition, if
any.
New Accounting Pronouncements. The following new accounting pronouncements have been issued, but
have not yet been adopted as of December 31, 2009:
Future Adoption of Accounting Standards
In October 2009, FASB, issued Accounting Standards Update (ASU), Number 2009-13 “Revenue
Recognition (Topic 605): Multiple-Deliverable Arrangements—consensus of the FASB Emerging Issues Task
Force.” This update amends the revenue recognition guidance for arrangements with multiple deliverables. The
amendments allow vendors to account for products and services separately rather than as a combined unit. A
selling price hierarchy for determining the selling price of each deliverable is established in this ASU, along with
eliminating the residual method. The amendments are effective for revenue arrangements that begin or are
changed in fiscal years that start June 15, 2010 or later. We are in the process of assessing the provisions of this
new guidance and currently do not expect that the adoption will have a material impact on our consolidated
financial statements.
2. Share-Based Compensation
We account for share-based awards under the provisions of ASC 718, “Share-Based Payment,” previously
referred to as SFAS No. 123(R), which established the accounting for share-based awards exchanged for
employee services. Accordingly, share-based compensation cost is measured at the grant date based on the fair
value of the award and is recognized as expense over the requisite service period. We record non-cash
compensation expense for the restricted membership units, notional membership units and option awards over
the vesting period using the straight-line method. See Note 12 for further discussion.
See Note 7(f) for a description of the TJ Chemical Holdings LLC 2004 Option Plan. There were 0,
11,463,118 and 50,000 options granted under this plan to our employees and directors during the years ended
December 31, 2009, 2008 and 2007, respectively. We awarded 74,008 shares of restricted stock on December 22,
2009. There were no options exercised during the years ended December 31, 2009, 2008 and 2007, respectively.
We record non-cash compensation expense for the restricted membership units, notional membership units
and option awards over the vesting period using the straight-line method. We recorded share-based employee
compensation expense of approximately $1.4 million, $0.8 million and $1.5 million for the years ended
December 31, 2009, 2008 and 2007, respectively, net of tax effects of $0.8 million, $0.4 million and $0.9 million,
respectively. At December 31, 2009, there was approximately $1.4 million of unrecognized compensation cost
related to non-vested option awards, and $1.5 million of unrecognized compensation expense related to
non-vested restricted membership unit and notional membership unit awards expected to be recognized over a
weighted-average period of 6.8 years.
F-68
KRATON POLYMERS LLC
Notes to Consolidated Financial Statements—(Continued)
Stock Option Activity
Information pertaining to option activity for the year ended December 31, 2009 is as follows:
Outstanding at December 31, 2008 . . . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited or expired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Options
(in thousands)
22,101
—
—
685
Outstanding at December 16, 2009 . . . . . . . . . . . . . . . . . . . . . .
21,416
Conversion rate is 7.4008 new to 100 old(2)
Outstanding at December 17, 2009 . . . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited or expired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Outstanding at December 31, 2009 . . . . . . . . . . . . . . . . . . . . . .
1,585
—
—
—
1,585
Weighted
Average
Exercise
Price
$ 1.00
Weighted
Average
Remaining
Life
(in years)
6.8
Aggregate
Intrinsic
Value(1)
(in millions)
—
1.00
1.00
13.51
—
—
—
13.51
—
—
—
—
0.1
—
6.8
6.0
Exercisable at December 31, 2009 . . . . . . . . . . . . . . . . . . . . . . .
955
13.51
(1) The intrinsic value of a stock option is the amount by which the market value of the underlying stock
exceeds the exercise price of the option.
(2) 100 ÷ 7.4008 = 13.51
Prior to December 17, 2009, we engaged an independent valuation and financial consultant to estimate the
fair value of the options issued using the Black-Scholes Merton option-pricing model.
The number, weighted average exercise price and weighted average remaining contractual life of options
outstanding as of December 31, 2009, and the number and weighted average exercise price of options exercisable
as of December 31, 2009 follow:
Outstanding options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercisable options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$13.51
13.51
Range of
Exercise Prices
Weighted
Average
Exercise
Price
$13.51
13.51
Weighted
Average
Remaining
Life
(in years)
6.8
6.0
Options
(in thousands)
1,585
955
See Note 7(e) for a description of the TJ Chemical Holdings LLC Membership Units Plan. TJ Chemical
Holdings LLC may grant time-vested restricted membership units and time-vested notional membership units to
certain employees. Holders of notional membership units do not have any beneficial ownership in the underlying
membership units and the grant represents an unsecured promise to deliver membership units on a future date.
Actual membership units underlying the restricted membership units and the notional membership units will not
be distributed until the earlier of a change in control or the termination of the grantee’s employment.
F-69
KRATON POLYMERS LLC
Notes to Consolidated Financial Statements—(Continued)
The following table represents the restricted membership units, notional membership units and restricted
stock granted, vested and forfeited during 2009.
Grant Date
Fair Value
per Unit
Unit
(in thousands)
Restricted and Notional Units and Restricted Stock
Non-vested shares at January 1, 2009 . . . . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-vested shares at December 16, 2009 . . . . . . . . . . . . . . . . . . . .
Conversion rate is 7.4008 new to 100 old
Non-vested shares at December 17, 2009 . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-vested shares at December 31, 2009 . . . . . . . . . . . . . . . . . . . .
2,454
—
—
729
1,725
128
74
—
—
202
$ 1.00
—
—
1.00
$ 1.00
$13.51
13.51
—
—
$13.51
Weighted-Average Assumptions for Option Pricing
Risk-free interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected dividend yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected volatility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
n/a
n/a
n/a
n/a
3.59%
0.00%
0.38
5 years
3.40%
0.00%
0.40
5 years
2009
2008
2007
Since our membership units were privately held prior to the IPO, the estimated volatility is based on the
historical volatility of similar companies’ stock that is publicly traded. The expected term of options represents
the period of time that options granted are expected to be outstanding. The risk free interest rate for the periods
within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant.
The weighted average fair value per option at the date of grant for options granted in 2008 and 2007 was
$0.31 in both years, as valued using the Black-Scholes Merton option-pricing model. No options were granted in
2009. Option grants subsequent to 2009 will be valued at the fair market value of our common stock on the date
of grant.
F-70
KRATON POLYMERS LLC
Notes to Consolidated Financial Statements—(Continued)
3. Detail of Certain Balance Sheet Accounts
Inventories of products, net:
Finished products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Work in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Raw materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$223,500
3,254
57,504
$271,449
1,781
50,963
December 31,
2009
2008
(in thousands)
Property, plant and equipment:
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Plant and equipment
Construction in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less accumulated depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Identifiable intangible assets:
Technology . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Customer relations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trademarks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchase of software . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less accumulated amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$284,258
$324,193
$
8,782
32,467
508,057
42,112
591,418
236,558
$ 15,240
37,601
482,880
18,539
554,260
182,252
$354,860
$372,008
$ 44,813
35,213
23,194
15,322
118,542
42,741
$ 44,813
35,213
23,194
—
103,220
36,169
$ 75,801
$ 67,051
Other payables and accruals:
Employee related . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property and other taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Customer rebates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income taxes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Derivative liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pernis restructuring . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
5,783
7,366
4,255
2,960
4,034
2,926
9,874
31,107
$ 25,418
10,316
—
4,402
8,538
5,483
—
15,192
$ 68,305
$ 69,349
We recorded lower-of-cost-or-market adjustments for inventories in cost of goods sold of $0.7 million and
$8.1 million in 2009 and 2008, respectively.
The identifiable intangible assets are amortized on the straight-line method over the estimated useful lives of
the assets. The estimated useful life of technology, tradenames/trademarks and customer relationships is 15
years, while the estimated useful life of software is 10 years. Aggregate amortization expense for amortizing
intangible assets was approximately $6.6 million, $7.0 million, and $7.2 million for the years ended
December 31, 2009, 2008 and 2007, respectively. Estimated amortization expense for each of the next five years
is approximately $6.6 million. Identifiable intangibles were adjusted in 2007 for the realization of certain excess
tax basis that had not previously been recognized in the consolidated financial statements.
F-71
KRATON POLYMERS LLC
Notes to Consolidated Financial Statements—(Continued)
Accumulated other comprehensive income consists of the following:
Foreign currency adjustments, net of tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrealized gain on interest rate swaps, net of tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pension adjustment, net of tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 55,765
(1,780)
(17,149)
$ 41,742
(2,111)
(33,808)
Total accumulated other comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 36,836
$ 5,823
December 31,
2009
December 31,
2008
(in thousands)
4. Long-Term Debt
Long-term debt consists of the following:
December 31,
2009
2008
(in thousands)
Senior Secured Credit Facilities:
Revolving loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Term loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8.125% Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less 8.125% Notes held as Treasury Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ — $ 50,000
325,071
221,729
200,000
170,000
—
(7,000)
Total debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less current portion of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
384,729
2,304
575,071
3,343
Total long-term debt
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$382,425
$571,728
(a) Term Loans and Revolving Loans. On May 12, 2006 we entered into an amendment (the
“Amendment”) to our senior secured credit agreement, or the Credit Agreement, dated as of December 23, 2003,
as amended as of March 4, 2004, as further amended as of October 21, 2004 and as further amended as of
February 16, 2006 in order to provide a portion of the funds required in connection with the cash tender offer and
consent solicitation commenced on April 24, 2006 by Polymer Holdings and Polymer Holdings Capital
Corporation with respect to any and all of their outstanding 12.0% Discount Notes. On May 12, 2006 all but
$250,000 of the $150,000,000 12.0% Discount Notes validly tendered and not withdrawn in the tender offer
(representing approximately 99.8% of the aggregate amount of outstanding 12.0% Discount Notes) were
accepted for payment and purchased for aggregate total consideration equal to $128,785,000.
The amendment as of May 12, 2006, or the 2006 Amendment, provided for, among other things, a term
facility of $385 million, representing a $25 million increase over the original term facility and extended the
maturity of the term facility from December 23, 2010 to May 12, 2013. In addition, the 2006 Amendment
extended the maturity of the revolving facility from December 23, 2008 to May 12, 2011 and provided for the
possibility of increasing the existing revolving facility from $60 million to $80 million, subject to new revolving
lenders becoming parties to the Credit Agreement. On June 7, 2006, Kraton entered into a joinder agreement with
a new revolving lender that increased the revolving facility to $75.5 million from $60.0 million. The 2006
Amendment also reduced the interest rate margin on the term facility, eliminated or amended certain affirmative
and negative covenants, including a covenant that limited Kraton’s ability to make capital expenditures and
modified the financial ratios Kraton is required to maintain. On the effective date of the 2006 Amendment,
Kraton borrowed the full $385 million available under the new term facility and used the proceeds to prepay in
F-72
KRATON POLYMERS LLC
Notes to Consolidated Financial Statements—(Continued)
full existing borrowings under the original term facility, to make a distribution to us to provide a portion of the
funds necessary to consummate a tender offer for the 12.0% senior discount notes issued by us and Polymer
Holdings Capital Corporation on November 2, 2004 and pay fees and expenses related to the foregoing.
The amendment as of October 20, 2009, or the October 2009 Amendment, permits Kraton to convert all or a
portion of existing term loans into separate classes of extended term loans that extend the scheduled amortization
and maturity of the existing term loans. The extended term loans are required to be substantially identical to the
terms of the existing term facility, with the exception of scheduled installment payments and maturity, fees,
interest rates and prepayment rights. There is no limit on the number of classes of term loans outstanding at any
one time. The October 2009 Amendment also permits Kraton to establish separate classes (but in no event more
than three at any time) of commitments to replace all or a portion of the existing revolving commitments. The
terms of Replacement Revolving Commitments are required to be substantially identical to the terms of the
existing revolving commitments, with the exception of maturity, fees and interest rates. Finally, the October 2009
Amendment also allows the Borrower to incur indebtedness secured pari passu with the collateral securing the
existing lenders under the existing Credit Agreement to refinance existing term loans. This refinancing
indebtedness may not amortize or mature prior to the maturity of the existing term loans.
A further amendment on November 30, 2009, or the November 2009 Amendment, increased the maximum
available borrowings under the revolving commitments from $75.5 million to $80.0 million and extended the
maturity on $79.8 million of the revolving commitments from May 2011 to May 2013.
Kraton is the borrower under the amended Credit Agreement and its wholly-owned domestic subsidiaries
along with us have guaranteed the amended Credit Agreement. We refer to these guarantors, together with
Kraton, as the Loan Parties. The Credit Agreement is secured by a perfected first priority security interest in
substantially all of each Loan Party’s tangible and intangible assets, including intellectual property, real property,
all of Kraton’s capital stock and the capital stock of Kraton’s domestic subsidiaries and 65% of the capital stock
of the direct foreign subsidiaries of each Loan Party.
For the years ended December 31, 2009, 2008 and 2007, Kraton made prepayments on the term portion of
its senior secured credit facility in the amounts of $100.0 million, $10.0 million and $40.0 million, which resulted
in the write off of approximately $1.5 million, $0.2 million and $0.6 million of deferred financing cost,
respectively.
As of December 31, 2009, Kraton had no outstanding borrowings under the revolving facility.
The following is a summary of the material terms of the amended Credit Agreement. This description does
not purport to be complete and is qualified in its entirety by reference to the provisions of the Credit Agreement.
In these notes to the consolidated financial statements, the loans made under the Revolving Facility are
referred to as the Revolving Loans, and the loans made under the Term Facility are referred to as the Term
Loans.
Maturity. The loans made under the portion of the revolving commitments extended pursuant to the
November 2009 Amendment are payable in a single maturity on May 12, 2013. The $200,000 portion of the
revolving commitments that were not extended pursuant to November 2009 Amendment are payable on May 12,
2011. The loans made under the existing term facility are payable in 10 remaining consecutive equal quarterly
installments, in an aggregate annual amount equal to 1.0% of the original principal amount of such loans. The
remaining balance is payable in four equal quarterly installments commencing on September 30, 2012 and
ending on May 12, 2013.
F-73
KRATON POLYMERS LLC
Notes to Consolidated Financial Statements—(Continued)
Interest. The loans made under the existing term facility bear interest at a rate equal to the adjusted
Eurodollar rate plus 2.00% per annum or, at Kraton’s option, the base rate plus 1.00% per annum. Interest is
payable on the last day of each interest period selected by Kraton under the Credit Agreement, and in any event
at least quarterly. The average effective interest rates on the loans made under the existing term facility for the
years ended December 31, 2009 and 2008 were 4.5% and 5.0%, respectively. The loans made under the portion
of the revolving commitments extended pursuant to the November 2009 Amendment bear interest at a rate equal
to the adjusted Eurodollar rate plus a margin of between 3.00% and 3.50% per annum (depending on Kraton’s
consolidated leverage ratio) or at Kraton’s option, the base rate plus a margin of between 2.00% and 2.50% per
annum (also depending on Kraton’s consolidated leverage ratio). In addition, with respect to the extended portion
of the revolving commitments, an annual commitment fee equal to 0.75% payable quarterly on the daily average
undrawn portion of revolving commitments extended pursuant to the November 2009 Amendment accrues and is
payable quarterly in arrears.
The terms of the $200,000 portion of the revolving commitments that were not extended pursuant to
November 2009 Amendment were not changed. Loans made under this portion of the revolving commitments
bear interest at a rate equal to the adjusted Eurodollar rate plus a margin of between 2.00% and 2.50% per
annum, depending on Kraton’s leverage ratio, or at Kraton’s option, the base rate plus a margin of between
1.00% and 1.50% per annum, depending on Kraton’s leverage ratio. The unused commitment fee for the
unextended revolving commitments is 0.5%.
Mandatory Prepayments. The existing term facility is subject to mandatory prepayment with, in general:
(1) 100% of the net cash proceeds of certain asset sales, subject to certain reinvestment rights; (2) 100% of the
net cash proceeds of certain insurance and condemnation payments, subject to certain reinvestment rights;
(3) 50% of the net cash proceeds of certain equity offerings of TJ Chemical Holdings LLC or us (declining to
25%, if a leverage ratio is met); (4) 100% of the net cash proceeds of debt incurrences (other than debt
incurrences permitted under the Credit Agreement); and (5) 50% of Kraton’s excess cash flow, as defined in the
Credit Agreement (declining to 25%, if a leverage ratio is met and to 0% if a further leverage ratio is met). Any
such prepayment is applied first to the term facility and thereafter to the revolving facility.
Covenants. The Credit Agreement contains certain affirmative covenants including, among others,
covenants to furnish the Lenders with financial statements and other financial information and to provide the
Lenders notice of material events and information regarding collateral.
The Credit Agreement contains certain negative covenants that, among other things, restrict Kraton’s ability,
subject to certain exceptions, to incur additional indebtedness, grant liens on its assets, undergo fundamental
changes, make investments, sell assets, make acquisitions, engage in sale and leaseback transactions, make
restricted payments, engage in transactions with its affiliates, amend or modify certain agreements and charter
documents and change its fiscal year. The covenants also restrict our activities. Kraton is required to maintain a
fiscal quarter end interest coverage ratio of at least 2.75:1.00 through December 31, 2009; and of at least
3.00:1.00 beginning March 31, 2010 and continuing thereafter. In addition, Kraton is required to maintain a fiscal
quarter end leverage ratio not to exceed 4.00 beginning December 31, 2009 and continuing thereafter.
On January 14, 2008, we received an equity investment of $10.0 million, of which $9.6 million was
included in the financial covenant calculation for the twelve-month period ending December 31, 2007 and was
included in the fiscal quarter covenant calculations through the fiscal quarter ending September 30, 2008
pursuant to the equity cure provisions included in the Credit Agreement.
F-74
KRATON POLYMERS LLC
Notes to Consolidated Financial Statements—(Continued)
(b) Senior Subordinated Notes Due January 15, 2014. On December 23, 2003, Kraton and Kraton
Polymers Capital Corporation issued the 8.125% Notes in an aggregate principal amount of $200.0 million. The
8.125% Notes are subject to the provisions for mandatory and optional prepayment and acceleration and are
payable in full on January 15, 2014. Polymer Holdings and each of Kraton Polymers U.S. LLC and Elastomers
Holdings LLC, which we refer to collectively as the Subsidiary Guarantors, have guaranteed the 8.125% Notes.
The amount of 8.125% Notes outstanding at December 31, 2009 and 2008, was $163 million and $200.0 million.
Interest. The 8.125% Notes bear interest at a fixed rate of 8.125% per annum. Interest is payable semi-
annually on January 15 and July 15.
Optional Redemption. Kraton may redeem all or a part of the senior subordinated notes at the redemption
prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, on
the Notes redeemed to the applicable redemption date.
Year
2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2013 and thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Percentage
102.708%
101.354%
100.000%
100.000%
Purchase of a Portion of the Senior Subordinated Notes. In April 2009, TJ Chemical purchased
approximately $6.3 million face value of the senior subordinated notes for cash consideration of $2.5 million,
which included accrued interest of $0.1 million. Immediately upon purchasing the senior subordinated notes, TJ
Chemical contributed the purchased notes to us, and we in turn contributed the notes to Kraton. No equity
interest or other consideration was issued in exchange for the contribution of the senior subordinated notes,
although equity of each of Kraton Performance and Kraton was increased by an amount equal to the cash
consideration paid by TJ Chemical. Kraton holds the senior subordinated notes as treasury bonds. Also in April
2009, Kraton purchased approximately $0.7 million face value of the senior subordinated notes for cash
consideration of $0.3 million which Kraton is holding as treasury bonds. We recorded a gain of approximately
$4.3 million on the extinguishment of debt in the quarter ended June 30, 2009.
On March 16, 2009, Kraton purchased and retired $30 million face value of the senior subordinated notes
for cash consideration of $10.9 million, which included accrued interest of $0.4 million. We recorded a gain of
approximately $19.5 million in the quarter ending March 31, 2009 related to the purchase and retirement of these
senior subordinated notes.
Covenants. The 8.125% Notes contain certain affirmative covenants including, among others, covenants to
furnish the holders of the 8.125% Notes with financial statements and other financial information and to provide
the holders of the 8.125% Notes notice of material events.
The 8.125% Notes contain certain negative covenants including limitations on indebtedness, limitations on
restricted payments, limitations on restrictions on distributions from certain subsidiaries, limitations on lines of
businesses and mergers and consolidations. As of December 31, 2009, we were in compliance with all covenants
under the 8.125% Notes.
F-75
KRATON POLYMERS LLC
Notes to Consolidated Financial Statements—(Continued)
(c) Debt Maturities. The estimated remaining principal payments on our outstanding total debt as of
December 31, 2009, are as follows:
Principal
Payments
(in thousands)
December 31:
2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2014 and thereafter
2,304
$
$
2,304
$109,137
$107,984
$163,000
Total debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$384,729
5. Deferred Financing Costs
We capitalize financing fees and other related costs and amortize them to interest expense over the term of
the related debt instrument using the effective interest method. We amortized $4.1 million, $2.1 million and $2.7
million in deferred financing costs in the years ended 2009, 2008 and 2007, respectively. In December 2009 we
made a $100.0 million pre-payment of outstanding indebtedness under the Term Loans, which resulted in the
write off of approximately $1.5 million of deferred financing cost. In June 2008 we made a $10.0 million
voluntary prepayment of outstanding indebtedness under the Term Loans, which resulted in the write off of
approximately $0.2 million of deferred financing cost. In addition, during the year ended December 31, 2007, we
made voluntary prepayments under the Term Loans in the amount of $40.0 million, which resulted in the write
off of approximately $0.6 million of deferred financing cost.
We incurred approximately $3.2 million of fees in connection with the amendment to our Term Loan and
Revolving loan in 2009, and these fees were recorded as deferred financing costs during the year ended
December 31, 2009. In 2008, we incurred fees of approximately $1.2 million associated with preliminary
analysis of refinancing options associated with our Credit Agreement and recorded a charge of $1.2 million to
selling, general, and administrative expense in the consolidated statements of Operations as we determined our
refinancing efforts were not probable due to current market condition.
F-76
KRATON POLYMERS LLC
Notes to Consolidated Financial Statements—(Continued)
6. Income Taxes
Income taxes are recorded utilizing an asset and liability approach. This method gives consideration to the
future tax consequences associated with the differences between the financial accounting basis and tax basis of
the assets and liabilities, and the ultimate realization of any deferred tax asset resulting from such differences.
The provision (benefit) for income taxes on income from continuing operations is comprised of the following:
Current tax provision:
U.S. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax provision:
December 31,
2009
2008
2007
(in thousands)
422
8,239
8,661
$
262
13,614
$
12
4,589
13,876
4,601
U.S. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(282)
(9,743)
(42)
(5,394)
2,509
(972)
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(10,025)
(5,436)
1,537
Income tax expense (benefit) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ (1,364)
$ 8,440
$6,138
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of
assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, as well as
operating loss and tax credit carryforwards. In connection with the acquisition, the book basis of foreign assets
and liabilities was stepped-up to their estimated fair market value.
Income (loss) before income taxes is comprised of the following:
Income (loss) before income taxes:
U.S.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 9,661
(11,313)
$ 7,122
29,752
$(29,181)
(8,424)
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ (1,652)
$36,874
$(37,605)
December 31,
2009
2008
2007
(in thousands)
F-77
KRATON POLYMERS LLC
Notes to Consolidated Financial Statements—(Continued)
The tax effects of temporary differences that gave rise to significant components of deferred tax liabilities
and assets are as follows:
December 31,
2009
2008
(in thousands)
Deferred tax liabilities:
Property, plant and equipment
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Identifiable intangibles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 96,424
2,986
$ 100,104
4,921
Total deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
99,410
105,025
Deferred tax assets:
Net operating loss carryforward . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exchange rate differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest rate swaps . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pension accrual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Accruals and Reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(116,438)
(3,270)
(236)
(1,097)
(15,971)
(8,976)
(113,519)
(3,563)
(1,210)
(2,022)
(18,716)
(9,465)
Total deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(145,988)
(148,495)
Valuation allowance for deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
56,956
63,677
Net deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 10,378
$ 20,207
December 31
2009
2008
(in thousands)
Net deferred tax liabilities of:
Current deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-current deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-current deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ (14,730)
(168,979)
11,624
182,463
$ (24,196)
(166,930)
9,418
201,915
Net deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 10,378
$ 20,207
The provision for income taxes differs from the amount computed by applying the U.S. statutory income tax
rate to income from continuing operations before income taxes for the reasons set forth below:
Income Taxes at the Statutory Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign Tax Rate Differential . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Permanent Differences—Netherlands Participation Exemption . . . . . . . . . .
Permanent Differences—Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Differences in Foreign Earnings Remitted . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax Credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax Benefit Related to Foreign Losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in Valuation Allowance and Uncertain Tax Positions . . . . . . . . . . .
Income Tax Expense (Benefit) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-78
December 31,
2009
2008
2007
$ (578)
(97)
(225)
(784)
(48)
4,165
(122)
(189)
(2,597)
(889)
$(1,364)
(in thousands)
$12,906
(3,294)
(86)
(903)
682
6,354
—
—
—
(7,219)
$ 8,440
$(13,162)
3,331
(3,012)
0
(135)
4,043
—
—
—
15,073
$ 6,138
KRATON POLYMERS LLC
Notes to Consolidated Financial Statements—(Continued)
Income Taxes at the Statutory Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign Tax Rate Differential
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Permanent Differences—Netherlands Participation Exemption . . . . . . . . . . . . . .
Permanent Differences—Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Difference in Foreign Earnings Remitted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax Credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax Benefit Related to Foreign Losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in Valuation Allowance and Uncertain Tax Positions . . . . . . . . . . . . . . .
December 31,
2009
2008
2007
35.0% 35.0% 35.0%
5.9% (8.9)% (8.9)%
13.6% (0.2)% 8.0%
47.5% (2.4)% 0.0%
2.9% 1.8% 0.4%
(252.1)% 17.2% (10.7)%
7.4% 0.0% 0.0%
11.4% 0.0% 0.0%
157.2% 0.0% 0.0%
53.8% (19.6)% (40.1)%
Effective Tax Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
82.6% 22.9% (16.3)%
As of December 31, 2009, we had $331.3 million of operating loss carryforwards for income tax purposes,
of which $233.8 million relates to the United States and the remaining $97.5 million relates to foreign
jurisdictions. The United States operating loss carryforwards will expire in 2024, 2025, 2026 and 2027, if not
utilized in prior years. We anticipate taxable income in future years that will allow us to utilize the carryforwards
that have not had a valuation allowance placed against them.
As of December 31, 2009 and 2008, a valuation allowance of $57.0 million and $63.7 million, respectively,
had been recorded related to certain deferred tax assets. We record a valuation allowance when it is more likely
than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of the
deferred tax assets depends on the ability to generate sufficient taxable income of the appropriate character in the
future and in the appropriate taxing jurisdictions. We have provided a valuation allowance for operating loss
carryforwards and deferred tax assets in certain jurisdictions.
In assessing realizability of deferred tax assets, management considers whether it is more likely than not that
some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income during the periods in which those temporary differences
become deductible. Based upon management’s expectations at December 31, 2009, management believes it is more
likely than not, that we will realize the benefit of the deferred tax assets, net of the existing valuation allowances.
We provide for taxes in certain situations where assessments have not been received. In those situations, we
consider it probable that the taxes ultimately payable will exceed the amounts reflected in filed tax returns;
accordingly, taxes are provided in those situations under the guidance in ASC 740-10-05, Accounting for
Uncertainty in Income Taxes, and are included in both income taxes in current liabilities and in deferred income
taxes and other liabilities in the consolidated balance sheets.
Effective January 1, 2007, we adopted the principles of ASC 740-10-05, Accounting for Uncertainty in
Income Taxes, which prescribes the minimum recognition threshold a tax position taken or expected to be taken
in a tax return is required to meet before being recognized in the financial statements. It also provides guidance
for derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.
As a ASC 740-10-05, we recognized no change in the liability for unrecognized tax benefits or accrued interest
and penalties. We file income tax returns in the U.S. federal jurisdiction, and various state and foreign
jurisdictions. As of December 31, 2009, our 2005 through 2008 U.S. federal income tax returns remain open to
examination. In addition, open tax years to state and foreign jurisdictions remain subject to examination.
F-79
KRATON POLYMERS LLC
Notes to Consolidated Financial Statements—(Continued)
As of January 1, 2009, we had total unrecognized tax benefits of approximately $1.1 million. During the
year ended December 31, 2009, we had a change in certain tax positions mainly related to prior tax periods. The
increase of $0.1 million in these tax positions was primarily due to recognizing additional reserve needs in
connection with an ongoing tax audit in Asia. As of December 31, 2009, we estimated $ 1.2 million in
unrecognized tax benefits, that if recognized, would impact the effective tax rate. We recognize interest and
penalties related to unrecognized tax benefits within the provision for income taxes in our consolidated statement
of operations. During the year ended December 31, 2009, we recognized additional interest and penalties charges
related to unrecognized tax benefits. As of January 1, 2009, we believe that no current tax positions that have
resulted in unrecognized tax benefits will significantly increase or decrease within one year. As of the year ended
December 31, 2009, no material changes, other than the tax audit related charges mentioned above, have
occurred in our estimates or expected events related to anticipated changes in our unrecognized tax benefits.
The following presents a rollforward of our unrecognized tax benefits and associated interest and penalties.
Balance at January 1, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Increase in prior year tax positions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at December 31, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrecognized
Tax Benefits
Interest and
Penalties
(in thousands)
$1,144
11
$1,155
$ 83
38
$121
7. Employee Benefits
(a) U.S. Retirement Benefit Plans. We have a noncontributory defined benefit pension plan in the United
States, which covers all salaried and hourly wage employees, who were employed by us on or before
December 31, 2005. Employees who begin their employment with us after December 31, 2005 are not covered
by our noncontributory defined benefit pension plan in the U.S. The benefits under this plan are based primarily
on years of service and employees’ pay near retirement. For our employees who were employed as of March 1,
2001 and who: (1) were previously employed by Shell Chemicals; and (2) elected to transfer their pension assets
to us, we consider the total combined Shell Chemicals and Kraton service when calculating the employee’s
pension benefit. For those employees who: (1) elected to retire from Shell Chemicals; or (2) elected not to
transfer their pension benefit, only Kraton service (since March 1, 2001) is considered when calculating benefits.
F-80
KRATON POLYMERS LLC
Notes to Consolidated Financial Statements—(Continued)
The 2009 measurement date of the plans’ assets and obligations was December 31, 2009. Based on the
funded status of our defined benefit pension plan as of December 31, 2009, we reported an increase in our
accumulated other comprehensive income of approximately $12.3 million and a related decrease in accrued
pension obligations. Accrued pension obligations are included in long-term liabilities on our consolidated
balance sheet. Information concerning the pension obligation, plan assets, amounts recognized in our financial
statements and underlying actuarial assumptions are as follows:
December 31,
2009
2008
(in thousands)
Change in benefit obligation
Benefit obligation at beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actuarial (gain) loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Plan amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Benefit obligation at end of year
$ 82,163
2,813
4,690
(2,086)
(10,691)
—
$ 76,889
$ 62,061
2,281
4,275
(1,880)
15,268
158
$ 82,163
Change in plan assets
Fair value at beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actual return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Employer contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fair value at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$39, 111
9,106
4,190
(2,086)
$ 50,321
$ 46,329
(14,313)
8,974
(1,880)
$ 39,110
December 31,
2009
2008
Development of net amount recognized
Funded status . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrecognized net prior service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrecognized actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net amount recognized in long-term liabilities . . . . . . . . . . . . . . . . . . . . . . . . .
$(26,568) $(43,052)
—
—
—
—
$(26,568) $(43,052)
The projected benefit obligation, fair value of plan assets and accumulated benefit obligation for the Plan
with accumulated benefit obligations in excess of plan assets were $76.9 million, $50.3 million and $67.7
million, respectively, as of December 31, 2009 and $82.2 million, $39.1 million and $70.0 million, respectively,
as of December 31, 2008.
Net periodic pension costs consist of the following components:
Service cost benefits earned during the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest on prior year’s projected benefit obligation . . . . . . . . . . . . . . . . . . . . . . . . .
Expected return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of net actuarial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Recognized curtailment loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Recognized loss due to special term benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net periodic pension costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-81
December 31,
2009
2008
2007
(in thousands)
$ 2,813
4,690
(4,680)
514
—
—
$ 3,337
4,275
(4,084)
—
—
158
$ 2,281 $ 2,561
3,842
(3,646)
—
—
—
$ 2,630 $ 2,757
KRATON POLYMERS LLC
Notes to Consolidated Financial Statements—(Continued)
Discount rates are determined annually and are based on rates of return of high-quality long-term fixed
income securities currently available and expected to be available during the maturity of the pension benefits.
December 31,
2009
2008
Weighted average assumptions used to determine benefit obligations
Measure date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . .
Rates of increase in salary compensation level
Weighted average assumptions used to determine periodic benefit cost
Discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rates of increase in salary compensation level
. . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected long-term rate of return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . .
12/31/2009
12/31/2008
6.38%
3.00%
5.73%
3.70%
8.50%
5.73%
3.70%
6.64%
3.50%
8.50%
The expected long-term rate of return on assets assumption is derived from a study conducted by our
actuaries. The study includes a review of anticipated future long-term performance of individual asset classes and
consideration of the appropriate asset allocation strategy given the anticipated requirements of the plan to
determine the average rate of earnings expected on the funds invested to provide for the pension plan benefits.
While the study gives appropriate consideration to recent fund performance and historical returns, the assumption
is primarily a long-term, prospective rate. Based on our most recent study, the expected long-term return
assumption for our U.S. plan effective for the current year will remain at 8.5%.
Plan Assets. We maintain target allocation percentages among various asset classes based on an investment
policy established for the pension plan. The target allocation is designed to achieve long term objectives of
return, while mitigating against downside risk and considering expected cash flows. The current weighted-
average target asset allocation is as follows: equity securities 64.0%, debt securities 35.5%, real estate 0.0%, and
other 0.5%. Our investment policy is reviewed from time to time to ensure consistency with our long term
objective.
Kraton’s pension plan asset allocations at December 31, 2009, and 2008, by asset category are as follows:
Asset Category
Percentage of Plan
Assets
at December 31
2009
2008
Equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
64.6%
34.9%
0.0%
0.5%
62.5%
37.0%
0.0%
0.5%
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100.0% 100.0%
Equity securities include Kraton Performance Polymers common stock in the amounts of $0 (0 percent of
total assets) and $0 (0 percent of total assets) at December 31, 2009, and 2008, respectively.
F-82
KRATON POLYMERS LLC
Notes to Consolidated Financial Statements—(Continued)
The fair value of the Company’s pension plan assets at December 31, 2009, by asset category are as follows:
Pension Plan Assets
Fair Value Measurements at
December 31, 2009
Quoted Prices
In Active Markets
Identical Assets
(Level 1)
Significant
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Total
(In thousands)
Money Market Mutual Fund . . . . . . . . . . . . . . . . . . . .
$
244
$244
$ —
$—
Commingled Pool Equity
FMTC US Equity Index Pool(d) . . . . . . . . . . . . . . . . .
Pyramis Intl Growth Com Pool(e) . . . . . . . . . . . . . . .
Pyramis Quant LG Cap Cor Com Pool(f) . . . . . . . . . .
Pyramis Select Intl Equity(g) . . . . . . . . . . . . . . . . . . .
Pyramis Small Company Com Pool(h) . . . . . . . . . . . .
Pyramis US Total Market Equity(i) . . . . . . . . . . . . . .
Total
Commingled Pool Debt
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pyramis EMG MKT Debt Com Pool(a) . . . . . . . . . . .
Pyramis High Yield Bond Com Pool(b) . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . .
Pyramis Long Duration(c)
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6,224
3,015
2,547
5,486
5,008
10,230
32,510
1,022
2,095
14,451
17,568
6,224
3,015
2,547
5,486
5,008
10,230
32,510
1,022
2,095
14,451
17,568
$50,322
$244
$50,078
$—
(a) Portfolio with the primary objective to achieve superior total returns primarily through investments in debt
securities of emerging countries.
(b) Portfolio with the primary objective to achieve superior total returns through investments in a universe of
lower-rated and non-rated debt securities providing high current income.
(c) Portfolio with the primary objective to generate returns that exceed the Barclays Capital® US Long
Government/Credit Bond Index through investments in investment-grade fixed-income securities and
commingled vehicles.
(d) Portfolio with the primary objective to provide investment results that correspond to the total return
performance of common stocks publicly traded in the United States.
(e) Portfolio with the primary objective to seek long-term growth of capital primarily through investments in
foreign equity securities.
(f) Portfolio with the primary objective to consistently provide excess return over the S&P 500® Index through
active stock selection while maintaining portfolio risk characteristics similar to the benchmark.
(g) Portfolio with the primary objective to seek long-term growth of capital primarily through investments in
foreign securities.
(h) Portfolio with the primary objective to achieve long-term growth of capital, principally by investing in the
equity securities of smaller, growing companies.
(i) Portfolio with the primary objective to provide excess return over a market cycle relative to the Dow Jones
U.S. Total Stock Market Index® (Index), an unmanaged index of all U.S. headquartered companies
maintained by Whilshire Associates, while maintaining similar style characteristics and sector weights.
Contributions. We expect to contribute $3.2 million to our pension plan in 2010.
F-83
KRATON POLYMERS LLC
Notes to Consolidated Financial Statements—(Continued)
Estimated Future Benefit Payments.
The following benefit payments, which reflect expected future service, as appropriate, are expected to be
paid:
2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Years 2015-2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(in thousands)
2,202
2,382
2,572
2,845
3,230
23,120
$36,351
(b) Other Retirement Benefit Plans. Certain employees are eligible to participate in a non-qualified defined
benefit restoration plan and/or a non-qualified defined contribution restoration plan (“benefit restoration plans”)
which are intended to restore certain benefits under the noncontributory defined benefit pension plan in the
United States and the Kraton Savings Plan in the United States, respectively, which would otherwise be lost due
to certain limitations imposed by law on tax-qualified plans. We made $0.9 million in contributions to the benefit
restoration plans for the years ended December 31, 2009 and no contribution for the year ended December 31,
2008 and 2007. As of December 31, 2009 and 2008, amounts recognized in the statement of financial position as
a component of long-term liabilities for the benefit restoration plans were $0.4 million and $1.0 million,
respectively.
We have established a defined benefit plan in Japan designed to be equivalent to the plan previously
provided by Shell Chemicals and covers substantially all Japan employees. Our contributions to the plan for the
years ended December 31, 2009, 2008 and 2007 were $0.19 million, $0 million, and $0.02 million, respectively.
As of December 31, 2009, 2008, and 2007 amounts recognized in the statement of financial position as a
component of long-term liabilities for the defined benefit plan were $1.3 million, $1.3 million and $0.9 million,
respectively.
(c) Postretirement Benefits Other Than Pensions. Health and welfare benefits are provided to benefit
eligible employees in the United States who retire from Kraton and were employed by us prior to January 1,
2006. Retirees under the age of 65 are eligible for the same medical, dental, and vision plans as active
employees, but with an annual cap on premiums that varies based on years of service and ranges from $7,000 to
$10,000 per employee. Our subsidy schedule for medical plans is based on accredited service at retirement.
Retirees are responsible for the full cost of premiums for postretirement dental and vision coverage. In general,
the plans stipulate that health and welfare benefits are paid as covered expenses are incurred. We accrue the cost
of these benefits during the period in which the employee renders the necessary service.
Employees who were retirement eligible as of February 28, 2001, have at their option the right to participate
in either Shell Chemicals or Kraton postretirement health and welfare plans.
ASC 715, “Compensation-Retirement Benefits,” requires that we measure the plans’ assets and obligations
that determine our funded status as of the end of the fiscal year. The 2009 measurement date of the plans’ assets
and obligations was December 31, 2009. We are also required to recognize as a component of accumulated other
comprehensive income the changes in funded status that occurred during the year that are not recognized as part
of new periodic benefit cost.
F-84
KRATON POLYMERS LLC
Notes to Consolidated Financial Statements—(Continued)
Based on the funded status of our postretirement benefit plan as of December 31, 2009, we reported a
decrease of approximately $0.8 million in accrued postretirement obligations.
It has been determined that the plan’s retiree prescription plan is actuarially equivalent for the Medicare
Part D subsidy. The accumulated postretirement benefit obligation for the year ended December 31, 2009
decreased approximately $3.2 million due to the inclusion of the Medicare Part D subsidy.
Information concerning the plan obligation, the funded status and amounts recognized in our financial
statements and underlying actuarial assumptions are as follows:
December 31,
2009
2008
(in thousands)
Change in benefit obligation:
Benefit obligation at beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Plan amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$16,138
392
1,058
(614)
1,499
—
$13,341
332
871
(772)
2,102
264
Benefit obligation at end of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$18,473
$16,138
Reconciliation of plan assets(1):
Employer contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
614
(614)
772
(772)
$ — $ —
(1) As part of the Ripplewood Transaction, Shell Chemicals has committed to a future cash payment related to
retiree medical expenses based on a specified dollar amount per employee, if certain contractual
commitments are met. We have recorded an asset of approximately $6.6 million and $6.5 million as our
estimate of the present value of this commitment as of December 31, 2009 and 2008, respectively.
December 31,
2009
2008
(in thousands)
Development of net amount recognized:
Funded status . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrecognized cost: Actuarial gain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amount recognized in long-term liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$(18,474) $(16,138)
—
—
$(18,474) $(16,138)
Net periodic benefit costs consist of the following components:
December 31,
2009
2008
2007
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Service cost
Interest cost
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of net actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restructuring costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net periodic benefit costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-85
$ 392
1,058
231
—
$1,681
(in thousands)
$ 332
871
—
264
$1,467
$ 357
776
—
—
$1,133
KRATON POLYMERS LLC
Notes to Consolidated Financial Statements—(Continued)
Weighted average assumptions used to determine benefit obligations
Measurement date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . .
Rates of increase in salary compensation level
Weighted average assumptions used to net periodic benefit cost
Discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rates of increase in salary compensation level
. . . . . . . . . . . . . . . . . . .
Expected long-term rate of return on plan assets . . . . . . . . . . . . . . . . . .
December 31,
2009
2008
12/31/2009
12/31/2008
6.17%
N/A
5.76%
N/A
N/A
5.76%
N/A
6.49%
N/A
N/A
December 31,
2009
2008
Assumed health care cost trend rates
Health care cost trend rate assumed for next year . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate) . . . .
Year that the rate reaches the ultimate trend rate . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8.00% 8.75%
4.00% 5.00%
2014
2014
The discount rate for 2009 was based in part on the average Moody’s Aa Corporate Bond Yield and the average
Citigroup Pension Liability Index, which were 5.49% and 5.96%, respectively. The Fidelity Investments bond modeler
was used to compare the expected future cash outflows to the bonds included in the indices noted above.
Assumed health care cost trend rates have a significant effect on the amounts reported for the health care
plans. A 1%-point change in assumed health care cost trend rates would have the following effect (in thousands):
Effect on total of service and interest cost components . . . . . . . .
Effect on postretirement benefit obligation . . . . . . . . . . . . . . . . .
$ 52
622
$ (76)
(931)
1% Increase
1% Decrease
(d) Kraton Savings Plan. The Kraton Savings Plan, as adopted on March 1, 2001, covers substantially all
U.S. employees, including executive officers. We amended and restated the Savings Plan in April 2002, to
comply with changes in legislation in 2002, and subsequently submitted and received an IRS determination
letter.
Through automatic payroll deduction, participants have the option to defer up to 60% of eligible earnings in
any combination of pretax and/or post-tax contributions. Contributions are subject to annual dollar limitations set
forth in the Internal Revenue Code. Effective January 1, 2006 we modified the Kraton Savings Plan to have three
types of employer contributions. After completing one year of service, we will make a matching contribution of
50% of the first 6% contributed by the employee and after completing five years of service we will make a
matching contribution of 100% of the first 6% contributed by the employee. For employees who have completed
nine or more years of service and elected to remain a participant in the pension plan, we made a transition
contribution of 4% during 2006 and reduced transition contribution of 2% in 2007. For employees who elected to
lock in their Kraton pension benefits as of December 31, 2005, we make enhanced employer contributions of 3%
for employees who have less than five years of service and a 4% contribution for employees who have five or
more years of service. For our employees who were employed as of February 28, 2001, and who were previously
employed by Shell Chemicals, we recognize their Shell Chemicals years of service for purposes of determining
employer contributions under our Plan. Overall, a participant may direct up to a maximum of 100% of eligible
earnings to this Plan, but cannot exceed the IRS maximum limit for the combined total of employee and
employer contributions. Our contributions to the plan for the year ended December 31, 2009, 2008 and 2007,
were $2.7 million, $2.2 million, and $2.7 million, respectively.
F-86
KRATON POLYMERS LLC
Notes to Consolidated Financial Statements—(Continued)
(e) Membership Units. We provided certain key employees who held interests in us prior to the acquisition
the opportunity to roll over their interests into membership units of Management LLC, which owns a
corresponding number of membership units in TJ Chemical. Additional employees have also been given the
opportunity to purchase membership units in TJ Chemical through Management LLC at the original buy-in price.
The membership units are subject to customary tag-along and drag-along rights, as well as a company call right
in the event of termination of employment. In addition, pursuant to Messrs. Gregory and Fogarty employment
agreements, on September 10, 2004 and June 15, 2005, TJ Chemical granted a notional restricted unit award with
a fair value at the grant date of $875,000 and $300,000, to Messrs. Gregory and Fogarty, respectively. Each of
these awards were vest 20% on each of the first five anniversaries of their employment commencement dates, so
long as Messrs. Gregory and Fogarty remain employed by us through the applicable vesting date. The actual
membership units would not be distributed until the earlier of: (1) a change in control; or (2) the termination of
either Messrs. Gregory and Fogarty’s employment. TJ Chemical granted two restricted membership unit awards
having a fair value at the grant date of $200,000 and $100,000 each to David Bradley. The award for $200,000
will vested 20% on each of the first five anniversaries of his employment commencement date (April 1, 2004), so
long as Mr. Bradley remained employed by us through the applicable vesting date. The award for $100,000 vests
20% on each of the first five anniversaries, and commenced vesting, on February 1, 2006, so long as Mr. Bradley
remains employed by us through the applicable vesting date. TJ Chemical granted a restricted membership unit
award to Nicholas G. Dekker on October 6, 2006 having a fair value at the grant date of $150,000. This award
vests 20% on each of the first five anniversaries of his employment as our Chief Financial Officer and Vice
President (October 6, 2006), so long as Mr. Dekker remains employed by us through the applicable vesting date.
In connection with their promotions, Messrs. Fogarty and Bradley were awarded additional restricted
membership units in the amount of 600,000 and 300,000, respectively, on June 19, 2008. These restricted
membership Units vest 1/3 on each of the first three anniversaries of the grant date, so long as they remain
employed through the applicable vesting date. The amount to Messrs. Gregory, Bradley, Fogarty and Dekker will
be recognized in earnings over the vesting period on a straight-line basis.
In connection with his termination of employment, Mr. Gregory retained 151,000 membership units, and was
paid out at a price of $1.00 per unit for 149,000 units as part of his Separation Agreement. In connection with his
termination of employment, Mr. Dekker was paid out at a price of $1.00 per unit for his total units of $50,000. As of
December 31, 2008, there were 1,886,000 membership units of Management LLC issued and outstanding.
Effective as of the Initial Public Offering (“IPO”), Management LLC transferred all outstanding grants of
membership units to Polymer Holdings (now Kraton Performance Polymers, Inc). The outstanding equity and
equity awards of Management LLC held by the Named Executive Officers was cancelled and converted into equity
or equity awards of equal value of common shares of Kraton Performance Polymers, Inc. The remaining terms of all
outstanding awards remained substantially the same, including with respect to vesting and forfeiture provisions.
(f) TJ Chemical Holdings LLC 2004 Option Plan. On September 9, 2004, TJ Chemical adopted an option
plan, or the Option Plan, which allows for the grant to key employees, consultants, members and service
providers of TJ Chemical and its affiliates, including us, of non-qualified options to purchase TJ Chemical
membership units. The aggregate number of membership units with respect to which options may be granted
under the Option Plan shall not exceed an amount representing 8% of the outstanding membership units and
profits units of TJ Chemical on March 31, 2004, on a fully diluted basis. As of December 31, 2008 and 2007
there were 22,101,118 and 14,670,000 options granted and outstanding, respectively. All options granted in fiscal
2008, fiscal 2007 and fiscal 2006 had an exercise price of $1 per membership unit, which is equal to or in excess
of the fair value of the membership unit on the date of grant. The options generally vest in 20% annual
increments from the date of grant. However, the Compensation Committee determined that a shorter vesting
period was appropriate for grants made during the 2008 fiscal year and therefore options granted in 2008 were set
F-87
KRATON POLYMERS LLC
Notes to Consolidated Financial Statements—(Continued)
to vest in increments of 1/3 over 3 years. With respect to directors, previous to 2008 options were exercisable in
50% increments annually on each of the first two anniversaries of the grant date, so long as the holder of the
option is still a director on the vesting date. In 2008, options granted to directors were granted in increments of
1/3 over 3 years, except the Chairman who has a one year vesting period. The exercise price per membership unit
shall equal the fair market value of a membership unit on the date of exercised. Upon a change in control, the
options will become 100% vested if the participant’s employment is terminated without cause or by the
participant for good reason (as each term is defined in the Option Plan) within the 2-year period immediately
following such change in control.
The Compensation Committee of Kraton Polymers administers the Option Plan on behalf of TJ Chemical,
including, without limitation, the determination of the individuals to whom grants will be made, the number of
membership units subject to each grant and the various terms of such grants. The Committee will have the right
to terminate all of the outstanding options at any time and pay the participants an amount equal to the excess, if
any, of the fair market value of a membership unit as of such date over the exercise price with respect to such
option, or the spread. Generally, in the event of a merger (except a merger where membership unit holders
receive securities of another corporation), the options will pertain to and apply to the securities that the option
holder would have received in the merger; and in the event of a dissolution, liquidation, sale of assets or any
other merger, the Committee has the discretion to: (1) provide for an “exchange” of the options for new options
on all or some of the property for which the membership units are exchanged (as may be adjusted by the
Committee); (2) cancel and cash out the options (whether or not then vested) at the spread; or (3) provide for a
combination of both. Generally, the Committee may make appropriate adjustments with respect to the number of
membership units covered by outstanding options and the exercise price in the event of any increase or decrease
in the number of membership units or any other corporate transaction not described in the preceding sentence.
On a termination of a participant’s employment (other than without cause or by the participant for good
reason within the 2-year period immediately following a change in control), unvested options automatically
expire and vested options expire on the earlier of: (1) the commencement of business on the date the employment
is terminated for cause; (2) 90 days after the date employment is terminated for any reason other than cause,
death or disability; (3) 1-year after the date employment is terminated by reason of death or disability; or (4) the
10th anniversary of the grant date for such option.
Generally, pursuant to TJ Chemical’s operating agreement, membership units acquired pursuant to the
Option Plan are subject to customary tag-along and drag-along rights for the 180-day period following the later
of a termination of employment and 6 months and 1-day following the date that units were acquired pursuant to
the exercise of the option, TJ Chemical has the right to repurchase each membership unit then owned by the
participant at fair value, as determined in good faith by the Board of Directors of TJ Chemical.
As of the effective date of the IPO, TJ Chemical transferred all benefits under the Option Plan and all
outstanding grants of awards to Kraton Performance Polymers, Inc. In addition, any future awards payable in
membership units of TJ Chemical will be adjusted to provide for a distribution of Kraton Performance Polymers,
Inc. shares of equal value. The remaining terms of all outstanding awards remain substantially the same,
including with respect to vesting and forfeiture provisions.
Furthermore, effective as of the date of the IPO, the outstanding equity and equity awards of TJ Chemical
held by the Named Executive Officers were cancelled and converted into equity or equity awards, as applicable,
of Kraton Performance Polymers, Inc. Each membership unit was exchanged for a number of common shares of
Kraton Performance Polymers, Inc. of equal value and each option was converted, in compliance with
Section 409A of the Code, into an option to purchase a number of common shares equal in value to the number
of membership units underlying the option at the date of the IPO, rounded down to the nearest whole share.
F-88
KRATON POLYMERS LLC
Notes to Consolidated Financial Statements—(Continued)
(g) Polymer Holdings 2009 Equity Incentive Plan. On November 30, 2009, the Kraton Performance
Polymers, Inc. board of directors and our stockholders approved the Polymer Holdings LLC Equity Incentive
Plan (the “Equity Plan”) The Equity Plan allows for the grant to key employees, independent contractors, and
eligible non-employee directors of incentive stock options (“ISOs”, non-qualified stock options (“NSOs” and
together with the ISOs, “Options”), stock appreciation rights (“SARs”), restricted stock awards and restricted
stock unit awards, in addition to other equity or equity-based awards as the board determines is necessary from
time to time. As of the IPO, there were 4,350,000 shares of common stock reserved for issuance under the Equity
Plan. Shares of common stock issued under the Equity Plan may be either authorized and unissued shares or
treasury shares, or both, at the sole discretion of the Committee. Subject to the terms of the Equity Plan, we
reserved shares, which may be issued pursuant to incentive stock options (“ISOs”). Any shares covered by an
award that are not purchased or are forfeited or otherwise terminated shall be available for future grants under the
Equity Plan. Furthermore, no participant may receive awards under the Equity Plan in any calendar year that
relate to more than 300,000 shares of common stock.
The Committee will determine which employees and independent contractors are eligible to receive awards
under the Equity Plan. In addition, the Committee will interpret the Equity Plan and may adopt any
administrative rules, regulations, procedures and guidelines governing the Equity Plan or any awards granted
under the Equity Plan as it deems to be appropriate. The Board may grant awards to directors. On or after the
date of grant of an award, the Committee may (i) in the event of the Participant’s death, disability or retirement,
or in the event of a change in control, accelerate the date on which any such award becomes vested or
exercisable, as the case may be, (ii) accelerate the date on which any such award becomes transferable,
(iii) extend the term of any such award, (iv) waive any conditions to the vesting, exercisability or transferability,
as the case may be of such award or (v) provide for the payment of dividends or dividend equivalents with
respect to any such award; provided such action would not cause tax to become due under Section 409A of the
Code. The Equity Plan may be further amended or terminated by our board of directors at any time, but no
amendment may be made without stockholder approval if it would require approval by stockholders in order to
comply with any applicable law, regulation or the rules of the New York Stock Exchange.
The Committee may grant other stock-based awards to employees and independent contractors and our
board of directors may grant such awards to directors subject to such terms and conditions as the Committee or
our board of directors, as appropriate, may determine. Each such award may (i) involve the transfer of actual
shares of our common stock to participants, either at the time of grant or thereafter, or payment in cash or
otherwise of amounts based on the value of shares of our common stock, (ii) be subject to performance-based
and/or service-based conditions, (iii) be in the form of phantom stock, restricted stock, restricted stock units,
performance shares, deferred share units or share-denominated performance units, (iv) be designed to comply
with applicable laws of jurisdictions other than the United States and (v) be designed to qualify as performance-
based compensation.
The amount payable with respect to an award that is intended to qualify as performance-based compensation
under the Equity Plan shall be determined in any manner permitted by Section 162(m) of the Code. The
Committee shall establish performance measures, the level of actual achievement of performance goals and the
amount payable with respect to an award intended to qualify under Section 162(m) of the Code. The grant,
exercise and/or settlement of such performance or annual incentive award shall be contingent upon achievement
of pre-established performance goals which shall consist of one or more business criteria and a targeted level or
levels of performance with respect to each of such criteria. Performance goals shall be objective and shall
otherwise meet the requirements of Section 162(m) of the Code.
We awarded 74,008 shares of restricted stock to our executives on December 22, 2009, the date the IPO
closed, as follows: Mr. Fogarty, 37,004; Mr. Bradley, 22,202; and Mr. Tremblay, 14,802.
F-89
KRATON POLYMERS LLC
Notes to Consolidated Financial Statements—(Continued)
(h) Other Equity Awards. We provided certain key employees with a grant of profits units of Kraton
Management LLC (subject to the 8% pool limitation described above). Profits units are economically equivalent
to an option, except that they provide the recipient/employee with an opportunity to recognize capital gains in the
appreciation of TJ Chemical and its affiliates and TJ Chemical and its affiliates does not receive any deduction at
the time of grant or disposition of the profits unit by the employee. Generally, pursuant to the applicable grant
agreements, 50% of such profits units will vest when the fair value of TJ Chemical’s assets equals or exceeds two
times the Threshold Amount, i.e., the first tranche, and the remaining 50% will vest when the fair value of TJ
Chemical’s assets equals or exceeds three times the threshold amount, i.e., the second tranche, in each case, as
determined by the Board of TJ Chemical, provided that the executive remains employed through the applicable
vesting date. Additionally, 100% of the profits units shall vest upon the effective date of a disposition by the
initial investors of 51% or more of their aggregate interests in Kraton. If at the time TJ Chemical makes a
determination as to whether an individual is entitled to any appreciation with respect to the profits units, the
value of the assets is more than two times, but less than three times the Threshold Amount, a pro rata portion of
the second tranche will vest based on the appreciation above the two times Threshold Amount. Compensation
expense will be recorded in our consolidated financial statements for this difference at the time it becomes
probable the profits units will become vested. If an employees’ employment terminates prior to any applicable
vesting date, such employee shall automatically forfeit all rights to any unvested profits units. As of
December 31, 2009 and 2008, there were 0 shares and 900,000 profits units granted and not yet vested,
respectively.
(i) 2009 Incentive Compensation Plan. On February 13, 2009, the Compensation Committee of the Board
of Directors of Kraton Performance Polymers, Inc. approved and adopted the 2009 Incentive Compensation Plan,
including the performance-based criteria by which potential bonus payouts to participants will be determined.
The bonus pool was based largely on EBITDA performance and as a result of our actual performance
against targeted levels of EBITDA there were no incentive compensation awards under this plan in 2009.
8. Commitments and Contingencies
(a) Lease Commitments
We have entered into various long-term non-cancelable operating leases. Future minimum lease
commitments at December 31, 2009, are as follows: 2010—$5.4 million; 2011—$5.0 million; 2012—$4.9
million; 2013—$2.5 million; 2014—$2.3 million and thereafter—$13.1 million. We recorded $4.1 million, $8.4
million, and $8.5 million in rent expense for the years ended December 31, 2009, 2008 and 2007, respectively.
(b) Environmental and Safety Matters
Our finished products are not classified as hazardous. However, our operations involve the handling,
transportation, treatment, and disposal of potentially hazardous materials that are extensively regulated by
environmental, health and safety laws, regulations and permit requirements. Environmental permits required for
our operations are subject to periodic renewal and can be revoked or modified for cause or when new or revised
environmental requirements are implemented. Changing and increasingly strict environmental requirements can
affect the manufacturing, handling, processing, distribution and use of our chemical products and the raw
materials used to produce such products and, if so affected, our business and operations may be materially and
adversely affected. In addition, changes in environmental requirements can cause us to incur substantial costs in
upgrading or redesigning our facilities and processes, including waste treatment, disposal, and other waste
handling practices and equipment.
F-90
KRATON POLYMERS LLC
Notes to Consolidated Financial Statements—(Continued)
We conduct environmental management programs designed to maintain compliance with applicable
environmental requirements at all of our facilities. We routinely conduct inspection and surveillance programs
designed to detect and respond to leaks or spills of regulated hazardous substances and to correct identified
regulatory deficiencies. We believe that our procedures for waste handling are consistent with industry standards
and applicable requirements. In addition, we believe that our operations are consistent with good industry
practice. However, a business risk inherent with chemical operations is the potential for personal injury and
property damage claims from employees, contractors and their employees, and nearby landowners and
occupants. While we believe our business operations and facilities generally are operated in compliance, in all
material respects, with all applicable environmental and health and safety requirements, we cannot be sure that
past practices or future operations will not result in material claims or regulatory action, require material
environmental expenditures, or result in exposure or injury claims by employees, contractors and their
employees, and the public. Some risk of environmental costs and liabilities are inherent in our operations and
products, as it is with other companies engaged in similar businesses.
The Paulinia, Brazil and Belpre, Ohio facilities are subject to a number of actual and/or potential
environmental liabilities primarily relating to contamination caused by former operations at those facilities. Some
environmental laws could impose on us the entire costs of cleanup regardless of fault, legality of the original
disposal, or ownership of the disposal site. In some cases, the governmental entity with jurisdiction could seek an
assessment for damage to the natural resources caused by contamination from those sites. Shell Chemicals has
agreed, subject to certain limitations, in time and amounts, to indemnify us against most environmental liabilities
related to the acquired facilities that arise from conditions existing prior to the closing.
We had no material operating expenditures for environmental fines, penalties, government imposed
remedial or corrective actions in each of the years ended December 31, 2009, 2008 and 2007.
(c) Legal Proceedings
We and certain of our subsidiaries are parties to several legal proceedings that have arisen in the ordinary
course of business. While the outcome of these proceedings cannot be predicted with certainty, management does
not expect these matters, individually or in the aggregate, to have a material adverse effect upon our financial
position, results of operations or cash flows. Furthermore, Shell Chemicals has agreed, subject to certain
limitations, to indemnify us for certain claims brought with respect to matters occurring before February 28,
2001.
9. Fair Value Measurements
Effective January 1, 2008, we adopted ASC 820, “Fair Value Measurements and Disclosures,” previously
referred to as SFAS No. 157. ASC 820 defines fair value, establishes a consistent framework for measuring fair
value and expands disclosure requirements about fair value measurements. ASC 820 requires entities to, among
other things, maximize the use of observable inputs and minimize the use of unobservable inputs when
measuring fair value.
ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a
liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly
transaction between market participants on the measurement date.
ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation
techniques are observable or unobservable. Observable inputs reflect market data obtained from independent
F-91
KRATON POLYMERS LLC
Notes to Consolidated Financial Statements—(Continued)
sources, while unobservable inputs reflect our market assumptions. In accordance with ASC 820, these two types
of inputs have created the following fair value hierarchy:
• Level 1—Quoted unadjusted prices for identical instruments in active markets.
• Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar
instruments in markets that are not active; and model-derived valuations in which all significant inputs
and significant value drivers are observable in active markets.
• Level 3—Model-derived valuations in which one or more significant inputs or significant value drivers
are unobservable.
From time to time, we enter into derivative financial instruments that are measured at fair value. See Note
15 for further discussion.
10. Significant Contracts
We are party to significant contracts with subsidiaries and affiliates of Shell Chemicals and LyondellBasell.
These contracts are for: (1) leases of land and facilities at some of our foreign locations; (2) operating agreements
where LyondellBasell operates some of our foreign manufacturing facilities; (3) site services, utilities, material
and facilities agreements at some of our foreign manufacturing facilities; (4) raw material supply agreements;
and (5) transitional and interim service agreements.
(a) Leases with Shell Chemicals and LyondellBasell. The land on which our manufacturing facility in
Berre, France is located was leased to us by Shell Petrochimie Mediterranee (SPM) through April 1, 2008, at
which time the site was sold to LyondellBasell, who now operates the site and with whom our tenancy now exists
under a long-term lease due to expire in 2030. Our Wesseling, Germany manufacturing facility is located on an
industrial site belonging to LyondellBasell. LyondellBasell owns the land and buildings at our Wesseling facility
and leases same to us. The lease is for a term of 30 years, beginning from March 31, 2000 and is extended
automatically for a successive period of 10 years unless terminated upon one-year prior written notice by either
party. These lease agreements, including the financial terms thereof, have all been negotiated at arm’s length.
(b) Operating Agreements. LyondellBasell operates our manufacturing facility located in Berre, France.
This facility is situated on a major LyondellBasell refinery and petrochemical site at which other third party
tenants also own facilities and lease space. LyondellBasell charges us fees based on certain costs incurred in
connection with operating and maintaining this facility, including the direct and indirect costs of employees and
subcontractors, reasonable insurance costs, certain taxes imposed on LyondellBasell (other than income taxes)
and depreciation and capital charges on certain assets. Pursuant to the applicable operating agreement,
LyondellBasell employs and provides all staff, other than certain plant managers, assistant plant managers and
technical personnel whom we may appoint. The agreement has an initial term of 20 years, and thereafter will
automatically renew indefinitely for consecutive 5-year periods. Either party may terminate the agreement
(totally or partially) under various circumstances, including if the terminating party ceases its operations at the
facility and provides 18 (eighteen) months prior written notice; or if any of the services, utilities, materials and
facilities agreements have been terminated, and the terminating party provides notice as required by such
agreement.
Pursuant to an agreement dated March 31, 2000, LyondellBasell operates and provides certain services,
materials and utilities required to operate our manufacturing facility in Wesseling, Germany. We pay
LyondellBasell a monthly fee, as well as costs incurred by LyondellBasell in providing the various services, even
if the facility fails to produce any output (whether or not due to events within LyondellBasell’s control), and even
F-92
KRATON POLYMERS LLC
Notes to Consolidated Financial Statements—(Continued)
if we reject some or all output. This agreement has an initial term of 40 years and will automatically renew,
subject to 5 (five) years prior written notice of non-renewal. This agreement will terminate at any earlier date as
of which the facility can no longer be operated in a safe and efficient manner. These operating agreements,
including the financial terms thereof, have all been negotiated at arm’s length.
(c) Site Services, Utilities, Materials and Facilities Agreements. LyondellBasell, through local operating
affiliates, provides various site services, utilities, materials and facilities for the Berre, France manufacturing site.
Generally these services, utilities, materials and facilities are provided by LyondellBasell on either a long-term
basis, short-term basis or a sole-supplier basis. Items provided on a sole-supplier basis may not be terminated
except upon termination of the applicable agreement in its entirety. Items provided on a long-term or short-term
basis may be terminated individually under certain circumstances.
(d) Raw Materials Agreements. Styrene, butadiene and isoprene used by our U.S. facilities are primarily
supplied by a portfolio of suppliers under long-term supply contracts with various expiration dates. The
monomers used by our European facilities are primarily supplied by one or more LyondellBasell entities or
affiliates, and other suppliers under long-term supply contracts with various expiration dates. For our U.S.
facilities, we also procure a substantial amount of isoprene from a variety of suppliers from Russia, China and
Japan. These purchases include both spot and contract arrangements. We generally contract with them on a short-
term basis, although the number of such contracts has been increasing since 2008.
We believe our contractual arrangements with our suppliers of styrene, butadiene and isoprene provide an
adequate supply of raw materials at competitive, market-based prices.
Under each of the agreements summarized below, reasonably unforeseen circumstances, including, without
limitations, plant breakdowns, will excuse performance by either party. In addition, inability to acquire any
supplies or components necessary for manufacturing the applicable raw material from usual sources and on terms
the supplier deems reasonable will excuse supplier’s nonperformance.
Styrene. We satisfy our styrene requirements in the United States pursuant to purchase agreements that run
through 2011 subject to renewal conditions.
Our contracts that satisfied our styrene requirements in Europe expired on February 28, 2010 and we have
finalized negotiations with two vendors and expect to execute new supply agreements that we anticipate will
provide for European Styrene supply through to February 2013. As contracts expire, we cannot give assurances
that we will obtain new long-term supply agreements, or that the terms of any such agreements will be on terms
favorable to us, and as a consequence, our future acquisition costs for styrene may therefore increase.
For our agreements covering our manufacturing facility in the United States, the price we pay for styrene
varies with the published prices of styrene and/or the raw materials used to produce styrene. The price we pay for
styrene under our agreements covering France and Germany varies to reflect the published price for styrene, even
though our purchase price is subject to certain minimums and maximums that vary with other factors.
Butadiene. We currently source butadiene in the United States pursuant to contract arrangements with
several suppliers, supplemented by spot supply as needed. The price we pay for butadiene is scheduled and varies
based on the published prices for butadiene in world markets.
We currently source our butadiene in Europe pursuant to contracts with certain LyondellBasell entities. The
contract covering Germany will expire on December 31, 2040, and will be renewed automatically at the
F-93
KRATON POLYMERS LLC
Notes to Consolidated Financial Statements—(Continued)
conclusion of the current term unless terminated with prior written notice by either party. The contract covering
France expired pursuant to its terms on December 31, 2007; provided, however, that on December 12, 2006, we
were notified by LyondellBasell of its intention to allow the contract to automatically renew for one year, and to
terminate effective December 31, 2008. We are presently acquiring butadiene from an LyondellBasell entity in
France under a commercial term sheet, reflecting an agreement in principle that has been reached between the
parties. The price we pay for butadiene under our arrangements or agreements covering France and Germany
vary based upon the published price for butadiene, the amount of butadiene purchased during the preceding
calendar year, and/or the cost of butadiene manufactured. In Brazil, butadiene is obtained from a local third-party
source. In Kashima, Japan, a majority of our butadiene needs are sourced from JSR Corporation (“JSR”), on a
commercial supply basis.
Isoprene. We source our global isoprene requirements through several contract arrangements. We also
purchase some additional supplies of isoprene from various suppliers at prevailing market prices. In Brazil,
isoprene is obtained from a local third party supplier. In Kashima, Japan, the majority of our isoprene needs are
sourced from JSR on a commercial supply basis and from alternative suppliers as needed.
(e) Infineum
We have entered into several commercial agreements with Infineum, a joint venture between Shell
Chemicals and ExxonMobil, related to: (1) the sharing by Infineum of certain production capacity at our Belpre,
Ohio manufacturing facility; and (2) our production of certain additives for Infineum at our Belpre, Ohio and our
Berre, France manufacturing facilities. The Belpre, Ohio agreements have a 30-year term, and the Berre, France
agreement has a term ending in December 2010.
11. Related Party Transactions
We own a 50% equity investment in a manufacturing joint venture with JSR Corporation (“JSR”) under the
name of Kraton JSR Elastomers K.K. (“KJE”) located in Kashima, Japan. KJE manufactures thermoplastic
rubber (“TR”), which is a wholly or predominantly composed of a block co-polymer comprising styrene blocks
with butadiene and/or isoprene polymer blocks. KJE produces TR for sale to third party customers only through
Kraton and JSR. We and JSR separately, but with equal rights, participate as distributors in the sales of the TR
produced by KJE.
The aggregate amounts of related-party transactions were as follows:
December 31,
2009
2008
2007
Sales to related party . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchases from related party . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ — $
$27,763
626
$37,894
$ 1,210
$39,741
A private investment fund managed by TPG Capital L.P., which advises TPG Partners III and TPG Partners
IV, has an ownership share of British Vita PLC, one of our customers. From 2007 to 2009 we have derived
revenues averaging $9.2 million annually from sales to British Vita. We do not have any contractual
requirements for sales to British Vita.
In October 2009, we entered into a contract with Amyris Biotechnologies, Inc. to explore the development
of an alternative source of certain raw materials and, subject to Amyris meeting developmental and
manufacturing milestones, to purchase raw materials from Amyris. We have not made any purchases to date.
TPG Biotechnology II, L.P., a private investment fund that may be deemed to be an affiliate of TPG III and TPG
IV, has an ownership share of Amyris Biotechnologies.
F-94
KRATON POLYMERS LLC
Notes to Consolidated Financial Statements—(Continued)
12. Member’s Equity
Our capitalization is governed by a Second Amended and Restated Limited Liability Company Agreement
dated as of March 31, 2004, or the LLC Agreement. As of December 31, 2009, one (1) membership unit was
issued and outstanding, with no stated value, and owned by Kraton Performance Polymers, Inc., the sole member
of Kraton Polymers LLC.
13. Industry Segment and Foreign Operations
We operate in one segment for the manufacture and marketing of styrenic block copolymers. In accordance
with the provisions of ASC 280, “Segment Reporting,” our chief operating decision-maker has been identified as
the President and Chief Executive Officer, who reviews operating results to make decisions about allocating
resources and assessing performance for the entire company. Since we operate in one segment and in one group
of similar products, all financial segment and product line information required by ASC 280 can be found in the
consolidated financial statements.
For geographic reporting, revenues are attributed to the geographic location in which the customers’ facilities
are located. Long-lived assets consist primarily of property, plant, equipment, and are attributed to the geographic
location in which they are located. Net revenues and long-lived assets by geographic region were as follows:
Total Operating Revenues:
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Germany . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Japan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
The Netherlands . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Brazil
China . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Italy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thailand . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
United Kingdom . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
France . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Belgium . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Canada . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Taiwan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Poland . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Turkey . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sweden . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mexico . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Argentina . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Republic of Korea . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Australia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Denmark . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Austria . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Malaysia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Switzerland . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
India . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Czech Republic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Hong Kong . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
All other countries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-95
December 31,
2009
2008
2007
(in thousands)
$304,265
121,959
73,055
66,027
40,438
37,123
35,934
28,779
27,425
27,342
16,273
16,168
15,711
15,537
12,990
11,292
11,029
10,854
9,928
9,124
8,283
8,170
6,769
4,994
4,148
4,024
4,000
36,363
$968,004
$ 395,568
149,011
70,169
80,980
40,868
31,421
48,328
22,877
40,401
39,757
30,079
25,361
18,527
26,934
15,979
13,002
14,028
17,174
11,013
15,939
9,147
13,062
4,396
5,348
4,312
4,273
7,430
70,649
$1,226,033
$ 366,048
145,649
53,479
49,334
36,732
33,956
51,569
14,916
38,364
30,358
30,751
22,300
20,196
22,604
14,432
12,418
9,460
14,109
8,877
8,856
8,795
9,973
3,631
4,914
2,001
4,021
8,369
63,475
$1,089,587
KRATON POLYMERS LLC
Notes to Consolidated Financial Statements—(Continued)
During the years ended December 31, 2009, 2008, and 2007, no single customer accounted for 10% or more
of our total operating revenues.
December 31,
2009
2008
2007
(in thousands)
Long-lived Assets:
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Germany . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Japan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
France . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
The Netherlands . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Brazil
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
China . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
All other countries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$317,719
42,724
482
125,839
36,971
64,385
2,334
964
$303,278
39,361
6,699
108,665
34,018
48,237
2,317
11,685
$298,979
40,406
3,743
111,441
34,454
56,721
2,119
12,050
$591,418
$554,260
$559,913
14. Supplemental Guarantor Information
Kraton and Kraton Polymers Capital Corporation, a financing subsidiary, collectively, the Issuers, are
co-issuers of the 8.125% Notes. The Guarantor Subsidiaries include Elastomers Holdings LLC, a U.S. holding
company, and Kraton Polymers U.S. LLC, a U.S. operating subsidiary, collectively, the Guarantor Subsidiaries,
fully and unconditionally guarantee on a joint and several basis, the Issuers’ obligations under the 8.125% Notes.
Our remaining subsidiaries are not guarantors of the 8.125% Notes. We do not believe that separate financial
statements and other disclosures concerning the Guarantor Subsidiaries would provide any additional information
that would be material to investors in making an investment decision.
Correction of immaterial errors. During 2009, we identified errors associated with the classification of
certain cash inflows and outflows as disclosed within the condensed consolidating financial information of the
issuer, guarantor and non-guarantor subsidiaries for the years ended December 31, 2008 and 2007. The errors
were primarily due to the fact that cash outflows associated with disbursements for certain intercompany loans
and receipts from collections on these loans were classified within cash flows from financing activities rather
than investing activities. Consequently, we have corrected immaterial errors in the accompanying condensed
consolidated Statements of Cash Flows for the year ended December 31, 2008 by increasing issuer cash flows
used in investing activities by $38.1 million and increasing issuer cash flows provided by financing activities by
the same amount, and for the year ended December 31, 2007 by (i) increasing issuer cash flows provided by
investing activities by $69 million and increasing issuer cash flows used in financing activities by the same
amount, (ii) reducing guarantor subsidiaries’ cash flows from operating activities by $7.2 million and reducing
guarantor subsidiaries’ cash flows used in financing activities by the same amount, and (iii) increasing
non-guarantor subsidiaries cash flows from operating activities by $7.2 million and increasing non-guarantor
subsidiaries’ cash flows used in financing activities by the same amount. The correction of these errors does not
impact the net change in cash and cash equivalents, has no impact on net income and is not material to our
previously reported Consolidating Statements of Cash Flows.
F-96
KRATON POLYMERS LLC
CONSOLIDATING BALANCE SHEET
December 31, 2009
(In thousands)
Issuers(1)
Guarantor
Subsidiaries
Non-Guarantor
Subsidiaries
Eliminations Consolidated
ASSETS
Current Assets
Cash and cash equivalents . . . . . . . . . . . . . . . . . $
Receivables, net of allowance . . . . . . . . . . . . . .
Inventories of products, net . . . . . . . . . . . . . . . .
Inventories of materials and supplies, net . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . .
Other current assets . . . . . . . . . . . . . . . . . . . . . .
— $ 36,567
—
41,194
— 124,003
6,830
—
—
—
1,421
1,086
$ 32,724
74,135
160,255
4,032
3,107
14,263
$
Total current assets . . . . . . . . . . . . . . . . . .
1,086
210,015
288,516
Property, plant and equipment, less accumulated
depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
85,284
171,024
98,552
Identifiable intangible assets, less accumulated
amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment in consolidated subsidiaries . . . . . . . . . .
Investment in unconsolidated joint venture . . . . . . .
Deferred financing costs . . . . . . . . . . . . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . .
Other long-term assets . . . . . . . . . . . . . . . . . . . . . . .
13,541
971,995
813
7,309
—
1,142
15,322
—
—
—
—
468,794
46,938
—
11,265
9
—
95,054
— $ 69,291
115,329
—
284,258
—
10,862
—
3,107
—
16,770
—
—
—
—
(971,995)
—
—
—
(540,165)
499,617
354,860
75,801
—
12,078
7,318
—
24,825
Total Assets . . . . . . . . . . . . . . . . . . . . . . . $1,081,170 $865,155
$540,334
$(1,512,160) $974,499
LIABILITIES AND MEMBER’S EQUITY
Current Liabilities
Current portion of long-term debt . . . . . . . . . . . $
Accounts payable-trade . . . . . . . . . . . . . . . . . . .
Other payables and accruals . . . . . . . . . . . . . . .
Due to related party . . . . . . . . . . . . . . . . . . . . . .
2,304 $ —
37,732
2,699
15,010
18,251
—
—
$ — $
53,063
35,118
19,006
Total current liabilities . . . . . . . . . . . . . . .
23,254
Long-term debt, net of current portion . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . .
Long-term liabilities . . . . . . . . . . . . . . . . . . . . . . . . .
382,425
12,858
351,353
52,742
—
—
47,494
Total liabilities . . . . . . . . . . . . . . . . . . . . .
769,890
100,236
Commitments and contingencies (note 8)
Member’s equity
Common equity . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive income . . .
312,164
(884)
775,493
(10,574)
Total member’s equity . . . . . . . . . . . . . . .
311,280
764,919
107,187
—
630
187,721
295,538
196,502
48,294
244,796
— $
—
(74)
—
2,304
93,494
68,305
19,006
(74)
183,109
—
—
(540,091)
382,425
13,488
46,477
(540,165)
625,499
(971,995)
—
312,164
36,836
(971,995)
349,000
Total Liabilities and Member’s Equity.
. . . . $1,081,170 $865,155
$540,334
$(1,512,160) $974,499
(1) Kraton Polymers Capital Corporation has minimal assets and income. We do not believe that separate financial
information concerning the Issuers would provide additional information that would be useful.
F-97
KRATON POLYMERS LLC
CONSOLIDATING BALANCE SHEET
December 31, 2008
(In thousands)
Issuers(1)
Guarantor
Subsidiaries
Non-Guarantor
Subsidiaries
Eliminations Consolidated
ASSETS
Current Assets
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . $
Receivables, net of allowance . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . .
Inventories of products, net
Inventories of materials and supplies, net
. . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . .
Other current assets . . . . . . . . . . . . . . . . . . . . . . . .
— $ 65,460
45,322
944
145,654
—
6,816
—
14,778
—
720
2,905
$ 35,936
68,148
187,396
4,239
—
3,144
$
— $ 101,396
95,443
324,193
11,055
14,778
6,769
(18,971)
(8,857)
—
—
—
Total current assets . . . . . . . . . . . . . . . . . . . . .
3,849
278,750
298,863
(27,828)
553,634
Property, plant and equipment, less accumulated
depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
93,782
164,396
113,830
Identifiable intangible assets, less accumulated
amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment in consolidated subsidiaries . . . . . . . . . . . . .
Investment in unconsolidated joint venture . . . . . . . . . .
Deferred financing costs . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . .
Other long-term assets . . . . . . . . . . . . . . . . . . . . . . . . . .
20,113
898,565
813
8,184
20,131
137,954
—
—
—
—
—
411,841
46,938
—
11,558
—
—
11,739
—
—
(898,565)
—
—
(20,131)
(542,908)
372,008
67,051
—
12,371
8,184
—
18,626
Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . $1,183,391
$854,987
$482,928
$(1,489,432) $1,031,874
LIABILITIES AND MEMBER’S EQUITY
Current Liabilities
Current portion of long-term debt
Accounts payable-trade . . . . . . . . . . . . . . . . . . . . .
Other payables and accruals . . . . . . . . . . . . . . . . . .
Due to related party . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . $
Total current liabilities . . . . . . . . . . . . . . . . . .
Long-term debt, net of current portion . . . . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,343
2,700
15,815
—
21,858
571,728
—
408,416
$ —
36,806
26,184
9,546
72,536
—
53,435
53,626
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . .
1,002,002
179,597
Commitments and contingencies (note 8)
Member’s equity
$ —
35,671
27,350
35,010
98,031
—
1,681
143,983
243,695
$
— $
—
—
(18,971)
3,343
75,177
69,349
25,585
(18,971)
173,454
—
(20,131)
(542,908)
571,728
34,985
63,117
(582,010)
843,284
Common equity . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive income . . . . . .
182,767
(1,378)
694,170
(18,780)
Total member’s equity . . . . . . . . . . . . . . . . . .
181,389
675,390
213,252
25,981
239,233
(907,422)
—
182,767
5,823
(907,422)
188,590
Total Liabilities and Member’s Equity. . . . . . . . $1,183,391
$854,987
$482,928
$(1,489,432) $1,031,874
(1) Kraton Polymers Capital Corporation has minimal assets and income. We do not believe that separate financial
information concerning the Issuers would provide additional information that would be useful.
F-98
KRATON POLYMERS LLC
CONSOLIDATING STATEMENT OF OPERATIONS
Year Ended December 31, 2009
(In thousands)
Issuers(1)
Guarantor
Subsidiaries
Non-Guarantor
Subsidiaries
Eliminations Consolidated
Operating Revenues
Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ —
—
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total operating revenues . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of Goods Sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
(15,654)
$480,438
74
480,512
376,543
Gross Profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
15,654
103,969
Operating Expenses
Research and development expenses . . . . . . . . . . . . . . . . . . .
Selling, general and administrative expenses . . . . . . . . . . . . .
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
(1,430)
22,039
Total operating expenses . . . . . . . . . . . . . . . . . . . . . . . . .
20,609
Gain on Extinguishment of Debt . . . . . . . . . . . . . . . . . . . . . . . . .
Earnings in Consolidated Subsidiaries . . . . . . . . . . . . . . . . . . . .
Equity in Earnings of Unconsolidated Joint Venture . . . . . . . .
Interest Expense (Income), net
. . . . . . . . . . . . . . . . . . . . . . . . . .
Income (Loss) Before Income Taxes . . . . . . . . . . . . . . . . . . . . . .
Income Tax Expense (Benefit) . . . . . . . . . . . . . . . . . . . . . . . . . . .
23,831
29,893
—
40,818
7,951
8,239
13,150
45,497
21,598
80,245
—
—
—
(11,156)
34,880
(876)
$591,309
47,568
638,877
582,968
55,909
8,062
35,437
23,114
66,613
—
—
403
4,289
(14,590)
(8,727)
$(151,385)
—
$920,362
47,642
(151,385)
(151,385)
—
—
—
—
—
—
(29,893)
—
—
(29,893)
—
968,004
792,472
175,532
21,212
79,504
66,751
167,467
23,831
—
403
33,951
(1,652)
(1,364)
Net Income (Loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
(288)
$ 35,756
$ (5,863)
$ (29,893)
$
(288)
(1) Kraton Polymers Capital Corporation has minimal assets and income. We do not believe that separate financial information concerning
the Issuers would provide additional information that would be useful.
F-99
KRATON POLYMERS LLC
CONSOLIDATING STATEMENT OF OPERATIONS
Year Ended December 31, 2008
(In thousands)
Issuers(1)
Guarantor
Subsidiaries
Non-Guarantor
Subsidiaries
Eliminations Consolidated
Operating Revenues
Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ —
—
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total operating revenues . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of Goods Sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
2,356
$607,428
—
607,428
467,079
Gross Profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(2,356)
140,349
Operating Expenses
Research and development expenses . . . . . . . . . . . . . . . . . . .
Selling, general and administrative expenses . . . . . . . . . . . . .
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
902
18,127
Total operating expenses . . . . . . . . . . . . . . . . . . . . . . . . .
19,029
Earnings in consolidated subsidiaries . . . . . . . . . . . . . . . . . . . . .
Equity in Earnings of Unconsolidated Joint Venture . . . . . . . .
Interest Expense (Income), net
. . . . . . . . . . . . . . . . . . . . . . . . . .
Income (Loss) Before Income Taxes . . . . . . . . . . . . . . . . . . . . . .
Income Tax Expense (Benefit) . . . . . . . . . . . . . . . . . . . . . . . . . . .
(85,848)
—
39,394
25,069
(3,365)
15,829
52,729
21,676
90,234
—
—
(10,576)
60,691
220
$750,165
54,780
804,945
688,188
116,757
11,220
47,800
13,359
72,379
—
437
7,853
36,962
11,585
$(186,340)
—
$1,171,253
54,780
(186,340)
(186,340)
—
—
—
—
—
85,848
—
—
(85,848)
—
1,226,033
971,283
254,750
27,049
101,431
53,162
181,642
—
437
36,671
36,874
8,440
Net Income (Loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 28,434
$ 60,471
$ 25,377
$ (85,848)
$
28,434
(1) Kraton Polymers Capital Corporation has minimal assets and income. We do not believe that separate financial information concerning
the Issuers would provide additional information that would be useful.
F-100
KRATON POLYMERS LLC
CONSOLIDATING STATEMENT OF OPERATIONS
Year Ended December 31, 2007
(In thousands)
Issuers(1)
Guarantor
Subsidiaries
Non-Guarantor
Subsidiaries
Eliminations Consolidated
Operating Revenues
Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ —
—
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total operating revenues . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of Goods Sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
2,728
$545,203
—
545,203
458,148
Gross Profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(2,728)
87,055
Operating Expenses
Research and development expenses . . . . . . . . . . . . . . . . . . .
Selling, general and administrative expenses . . . . . . . . . . . . .
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
(193)
19,687
Total operating expenses . . . . . . . . . . . . . . . . . . . . . . . . .
19,494
Earnings in consolidated subsidiaries . . . . . . . . . . . . . . . . . . . . .
Equity in Earnings of Unconsolidated Joint Venture . . . . . . . .
Interest Expense (Income), net
. . . . . . . . . . . . . . . . . . . . . . . . . .
Income (Loss) Before Income Taxes . . . . . . . . . . . . . . . . . . . . . .
Income Tax Expense (Benefit) . . . . . . . . . . . . . . . . . . . . . . . . . . .
(22,273)
—
45,954
(45,903)
(2,160)
7,851
39,612
20,299
67,762
—
—
(9,480)
28,773
4,681
$669,809
23,543
693,352
626,648
66,704
17,014
29,601
11,931
58,546
—
626
6,986
1,798
3,617
$(148,968)
—
$1,066,044
23,543
(148,968)
(148,968)
—
—
—
—
—
22,273
—
—
(22,273)
—
1,089,587
938,556
151,031
24,865
69,020
51,917
145,802
—
626
43,460
(37,605)
6,138
Net Income (Loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $(43,743)
$ 24,092
$ (1,819)
$ (22,273)
$ (43,743)
(1) Kraton Polymers Capital Corporation has minimal assets and income. We do not believe that separate financial information concerning
the Issuers would provide additional information that would be useful.
F-101
KRATON POLYMERS LLC
CONSOLIDATED STATEMENT OF CASH FLOWS
Year Ended December 31, 2009
(In thousands)
Issuers(1)
Guarantor
Subsidiaries
Non-Guarantor
Subsidiaries Eliminations Consolidated
Cash flows provided by (used in) operating activities . . . . . . . . . . . . $ (39,221) $ 53,247
Cash flows used in investing activities
$ 58,779
$ —
$ 72,805
Proceeds from (payments on) intercompany loans . . . . . . . . . . . . .
Purchase of plant and equipment, net of proceeds from sales of
79,843
—
—
(79,843)
—
equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchase of software . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
(28,226)
(15,322)
Net cash used in investing activities . . . . . . . . . . . . . . . . . . . .
79,843
(43,548)
Cash flows provided by (used in) financing activities
Proceeds from debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repayment of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash contribution from member . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred financing costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from (payments on) intercompany loans . . . . . . . . . . . . .
144,000
(308,131)
126,725
(3,216)
—
—
—
—
—
(38,592)
Net cash provided by (used in) financing activities . . . . . . . .
(40,622)
(38,592)
Effect of exchange rate difference on cash . . . . . . . . . . . . . . . . . . . . . . .
Net increase (decrease) in cash and cash equivalents . . . . . . .
Cash and cash equivalents at beginning of period . . . . . . . . . . . . . .
—
—
—
—
(28,893)
65,460
(6,005)
—
(6,005)
—
—
—
—
(41,251)
(41,251)
(14,735)
(3,212)
35,936
—
—
(79,843)
—
—
—
—
79,843
79,843
—
—
—
(34,231)
(15,322)
(49,553)
144,000
(308,131)
126,725
(3,216)
—
(40,622)
(14,735)
(32,105)
101,396
Cash and cash equivalents at end of period . . . . . . . . . . . . . . . . . . . . $
— $ 36,567
$ 32,724
$ —
$ 69,291
(1) Kraton Polymers Capital Corporation has minimal assets and income. We do not believe that separate financial information concerning
the Issuers would provide additional information that would be useful.
F-102
KRATON POLYMERS LLC
CONSOLIDATED STATEMENT OF CASH FLOWS
Year Ended December 31, 2008
(In thousands)
Issuers(1)
Guarantor
Subsidiaries
Non-Guarantor
Subsidiaries Eliminations Consolidated
Cash flows provided by (used in) operating activities . . . . . . . . . . . . $
Cash flows used in investing activities
Proceeds from (payments on) intercompany loans . . . . . . . . . . . . .
Purchase of plant and equipment, net of proceeds from sales of
(7,968) $ 83,530
$(35,335)
$ —
$ 40,227
(38,144)
—
—
38,144
—
equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
(19,123)
Net cash used in investing activities . . . . . . . . . . . . . . . . . . . .
(38,144)
(19,123)
Cash flows provided by (used in) financing activities
Proceeds from debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repayment of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash contribution from member . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from insurance note payable . . . . . . . . . . . . . . . . . . . . . .
Proceeds from (payments on) intercompany loans . . . . . . . . . . . . .
316,250
(279,644)
10,000
(494)
—
—
—
—
—
(10,099)
Net cash provided by (used in) financing activities . . . . . . . .
46,112
(10,099)
Effect of exchange rate difference on cash . . . . . . . . . . . . . . . . . . . . . . .
Net increase (decrease) in cash and cash equivalents . . . . . . .
Cash and cash equivalents at beginning of period . . . . . . . . . . . . . .
—
—
—
—
54,308
11,152
(4,944)
(4,944)
—
—
—
—
48,243
48,243
(9,153)
(1,189)
37,125
—
38,144
(24,067)
(24,067)
—
—
—
—
(38,144)
(38,144)
—
—
—
316,250
(279,644)
10,000
(494)
—
46,112
(9,153)
53,119
48,277
Cash and cash equivalents at end of period . . . . . . . . . . . . . . . . . . . . $
— $ 65,460
$ 35,936
$ —
$ 101,396
(1) Kraton Polymers Capital Corporation has minimal assets and income. We do not believe that separate financial information concerning
the Issuers would provide additional information that would be useful.
F-103
KRATON POLYMERS LLC
CONSOLIDATED STATEMENT OF CASH FLOWS
Year Ended December 31, 2007
(In thousands)
Issuers(1)
Guarantor
Subsidiaries
Non-Guarantor
Subsidiaries Eliminations Consolidated
Cash flows provided by (used in) operating activities . . . . . . . . . . . . $(25,177)
Cash flows used in investing activities
$ 77,721
$ 29,193
$ —
$ 81,737
Proceeds from (payments on) intercompany loans . . . . . . . . . . . . .
Purchase of plant and equipment, net of proceeds from sales of
69,070
—
—
(69,070)
—
equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
(18,584)
Net cash used in investing activities . . . . . . . . . . . . . . . . . . . .
69,070
(18,584)
(10,086)
(10,086)
—
(28,670)
(69,070)
(28,670)
Cash flows provided by (used in) financing activities
Proceeds from debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repayment of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from insurance note payable . . . . . . . . . . . . . . . . . . . . . .
Proceeds from (payments on) intercompany loans . . . . . . . . . . . . .
48,500
(92,148)
(245)
—
—
—
—
(61,835)
Net cash provided by (used in) financing activities . . . . . . . .
(43,893)
(61,835)
Effect of exchange rate difference on cash . . . . . . . . . . . . . . . . . . . . . . .
Net increase (decrease) in cash and cash equivalents . . . . . . .
Cash and cash equivalents at beginning of period . . . . . . . . . . . . . .
—
—
—
—
(2,698)
13,850
—
—
—
(7,235)
(7,235)
(4,498)
7,374
29,751
—
—
—
69,070
69,070
—
—
—
48,500
(92,148)
(245)
—
(43,893)
(4,498)
4,676
43,601
Cash and cash equivalents at end of period . . . . . . . . . . . . . . . . . . . . $ — $ 11,152
$ 37,125
$ —
$ 48,277
(1) Kraton Polymers Capital Corporation has minimal assets and income. We do not believe that separate financial information concerning
the Issuers would provide additional information that would be useful.
F-104
KRATON POLYMERS LLC
Notes to Consolidated Financial Statements—(Continued)
15. Financial Instruments, Hedging Activities and Credit Risk
Financial Instruments
(a) Interest Rate Swap Agreements. In February 2008, we entered into a $325 million notional amount
interest rate swap agreement to hedge or otherwise protect against Eurodollar interest rate fluctuations on a
portion of our variable rate debt. The agreement had a fixed rate of 2.77%, with a margin of 2.0%, which resulted
in a total cost of 4.77%, and a term through April 1, 2010. This agreement was designated as a cash flow hedge
on the exposure of the variability of future cash flows subject to the variable quarterly interest rates on $325
million of the term loan portion of the Term Facility. We settled the swap early in June 2008 and realized cash
proceeds of $4.6 million, resulting in a gain on the sale of $4.6 million. The gain is deferred in accumulated other
comprehensive income and is being reclassified as a reduction in interest expense through March 31, 2010 using
the effective interest method, unless we determine that the forecasted interest payments under the Term Facility
are probable not to occur, in which case the remaining portion of the gain would then be reclassified immediately
to interest expense. In 2009, we reclassified $2.9 million into earnings.
In October 2008, we entered into a $320 million notional amount interest rate swap agreement to hedge or
otherwise protect against Eurodollar interest rate fluctuations on a portion of our variable rate debt. The
agreement had a fixed rate of 2.99%, with a margin of 2.0%, which resulted in a total cost of 4.99%, and a term
through December 31, 2009. This agreement was designated as a cash flow hedge on the exposure of the
variability of future cash flows subject to the variable quarterly interest rates on $320 million of the term loan
portion of the Term Facility. We settled the swap on December 31, 2009 and recorded a loss of $2.2 million.
In May 2009, we entered into a $310 million notional amount interest rate swap agreement to hedge or
otherwise protect against Eurodollar interest rate fluctuations on a portion of our variable rate debt. This
agreement is effective on January 4, 2010 and expires on January 3, 2011 and has a fixed rate of 1.53%, with a
margin of 2.0%, which resulted in a total cost of 3.53%. The agreement hedges monthly interest payments from
January through December 2010 and expires on January 3, 2011. It has a fixed rate of 1.53% and a margin of
2.0%, which results in a total cost of 3.53%. In December 2009, we made a $100.0 million payment of
outstanding indebtedness under the Term Loans reducing the principal amount outstanding from approximately
$322.6 million to $222.0 million. As a result, we are required to discontinue hedge accounting prospectively as
the hedging relationship fails to meet all of the criteria set forth in ASC 815, specifically the notional amount of
the swap and the principal amount of the debt are no longer equal and the forecasted transaction is no longer
probable of occurring as documented in the original hedge documentation. We recorded $0.8 million in interest
expense related to the ineffective portion and $1.9 million in accumulated other comprehensive income related to
the effective portion of the hedge. We have elected to dedesignate the initial hedging relationship.
As of January 1, 2008, we adopted the provisions of FASB ASC 820-10, which establishes a three-tier value
hierarchy, categorizing the inputs used to measure fair value. The hierarchy can be described as follows:
(Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs other than the quoted prices
in active markets that are observable either directly or indirectly; and (Level 3) unobservable inputs in which
there is little or no market data, which require the reporting entity to develop its own assumptions.
The financial assets and liabilities measured at fair value on a recurring basis are included below:
Balance Sheet Location
December 31,
2009
Fair Value Measurements at Reporting Date Using
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Derivative liabilities—Interest rate swap . . . . . Other payables and accruals
$2,926
(in thousands)
$—
$2,926
$—
F-105
KRATON POLYMERS LLC
Notes to Consolidated Financial Statements—(Continued)
As of December 31, 2009, the fair market value of the interest rate swap agreement in effect was a liability
of approximately $2.9 million.
(b) Fair Value of Financial Instruments
The following table presents the carrying values and approximate fair values of our long-term debt at
September 30, 2009 and December 31, 2008:
December 31, 2009
December 31, 2008
Carrying
Value
Fair Value
Carrying
Value
Fair Value
(in thousands)
Revolving Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Term Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Bonds Payable 8.125% Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8.125% Notes Held as Treasury Bonds . . . . . . . . . . . . . . . . . . . . . .
$ — $ — $ 50,000
325,071
221,729
221,729
200,000
146,089
163,000
—
6,274
7,000
$ 50,000
325,071
79,250
—
The Term Loans and Revolving Loans are variable interest rate securities, and as such, the fair value
approximates their carrying value.
Foreign Currency Hedge. On April 3 and July 1, 2008 we entered into two foreign currency option
contracts to reduce our exposure to fluctuations in the Euro to U.S. dollar exchange rate for notional amounts of
€10 million and €20 million with expiration dates of June 26, and December 29, 2008, respectively. The option
contracts do not qualify for hedge accounting. The April, 2008 option contract expired on June 26, 2008 and the
July, 2008 option contract expired on December 29, 2008. The impact on our consolidated results of operations,
financial position and cash flows was immaterial.
On February 18, 2009 we entered into a foreign currency option contract to reduce our exposure to
fluctuations in the Euro to U.S. dollar exchange rate for a notional amount of €47.3 million which expires on
December 29, 2009. The option contract does not qualify for hedge accounting. We settled the hedge on
December 31, 2009, with a gain of $1.9 million which represented the mark-to-market impact of the purchased
option contract. The gains were recorded in selling, general, and administrative expense on the Consolidated
Statements of Operations.
Credit Risk. Our customers are diversified by industry and geography with more than 700 customers in over
60 countries. We do not have concentrations of receivables from these industry sectors throughout these
countries. The recent global economic downturn may affect our overall credit risk. Where exposed to credit risk,
we analyze the counterparties’ financial condition prior to entering into an agreement, establish credit limits and
monitors the appropriateness of those limits on an ongoing basis. We also obtain cash, letters of credit or other
acceptable forms of security from customers to provide credit support, where appropriate, based on our financial
analysis of the customer and the contractual terms and conditions applicable to each transaction.
16. Restructuring and Restructuring-related Costs
As part of our ongoing efforts to improve efficiencies and increase productivity, we have implemented a
number of restructuring initiatives in recent years.
We ceased production at the Pernis facility on December 31, 2009, where, prior to the exit we manufactured
IR. In connection with the exit, we incurred $3.9 million in asset retirement obligations, $6.0 million in
restructuring costs and a $1.1 million non-cash charge to write-down our inventory of spare parts. The estimated
asset retirement obligations and restructuring costs of $5.1 million and $6.0 million were recorded in the third
quarter of 2009, respectively. The asset retirement obligations were adjusted pursuant to the settlement
F-106
KRATON POLYMERS LLC
Notes to Consolidated Financial Statements—(Continued)
agreement in December 2009. The $14.9 million of property and equipment related to Pernis was fully
depreciated as of December 31, 2009. The settlement agreement calls for total payments of approximately $10.0
million and will be paid in full on or about May 2010. In January 2010 we made two payments totaling $7.5
million.
In 2008, we restructured our research and technical service organizations to better align our research and
product development capabilities with our customers’ needs and market requirements and to focus on our core
capabilities, and incurred $2.2 million of severance and other staffing-related costs which were recorded in
research and development expenses in the consolidated statements of operations. Substantially all of the cash
expenditures related to these restructurings were paid as of December 31, 2008.
Prior to the 2009 exit from Pernis, on September 20, 2007, we exited the SIS plant at the Pernis facility, and
relocated our SIS production to our other production facilities as part of our cost reduction efforts. This resulted
in a contractor workforce reduction. The exit plan was completed in the first half of 2008. As a result of exiting
the SIS plant, we recorded a liability associated with the plan of approximately $2.1 million, consisting of $1.8
million in contractor workforce reduction and $0.3 million in other associated costs. The entire amount of the
charge consisted of cash expenditures in the first and second quarters of 2008.
17. Subsequent Event
We have received a communication from a law firm asserting that approximately $13.5 million in alleged
payments to us from SemGroup, L.P. and/or one or more of its affiliates (collectively “SemGroup”), during the
90-day period preceding SemGroup’s Chapter 11 bankruptcy filing on July 22, 2008, appear to constitute
preferential payments avoidable and recoverable under sections 547 and 550 of the United States Bankruptcy
Code. In this regard, no formal claim has been asserted against us in the bankruptcy court as of this date.
However, we intend to vigorously defend any such claim if it is made against us, and although the ultimate
outcome of any such matter cannot be determined with certainty, we believe we would have a number of
defenses to any such claim, including, without limitation, defenses concerning the ordinary course of business
and the timing of certain product deliveries made by Kraton to SemGroup prior to the date of its bankruptcy
filing. At this time, we have recorded no provision for losses in connection with this matter. Further we do not
believe that any claim, if one is asserted, will have a material adverse impact on our business, financial condition,
or results of operations.
On January 18, 2010, consistent with our announcement in the third quarter of 2009 of our intent to exit our
Pernis, the Netherlands facility, our indirect, wholly-owned subsidiary Kraton Polymers Nederland BV (“Kraton
Netherlands”) agreed to terminate the following material definitive agreements:
•
•
First Amended and Restated Site Services, Utilities, Materials and Facilities Agreement between
Kraton Netherlands and Shell Nederland Raffinaderij BV (“SNR”) dated 28 February 2001; and
First Amended and Restated Site Services, Utilities, Materials and Facilities Agreement between
Kraton Netherlands and Shell Nederland Chemie BV (“SNC,” and together with SNR, the “Shell
Entities”) dated 28 February 2001.
Production at the Pernis facility ceased December 31, 2009. However, the actual termination of these
agreements remains subject to the satisfaction of various conditions and is anticipated to become effective on or
about May 31, 2010. We expect to maintain a presence at the facility through May 2010, as the site is cleared for
demolition beginning thereafter. We currently anticipate transferring IR production to our Belpre, Ohio facility.
We are in the process of completing project scoping, including associated capital expenditure requirements, for
producing the alternative capacity, and until such alternative production capacity is brought on line, we plan to
satisfy customer demand for IR with inventory currently on hand.
F-107
KRATON POLYMERS LLC
Notes to Consolidated Financial Statements—(Continued)
We have evaluated significant events and transactions that have occurred and have determined that there
were no other events or transactions other than those disclosed in this report that would require recognition or
disclosure in our Consolidated Financial Statements for the period ended December 31, 2009.
F-108
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Kraton Performance Polymers, Inc.:
Under date of March 15, 2010, we reported on the consolidated balance sheets of Kraton Performance
Polymers, Inc. (formerly Polymer Holdings LLC) and subsidiaries as of December 31, 2009 and 2008, and the
related consolidated statements of operations, changes in stockholders’ and member’s equity and comprehensive
income (loss), and cash flows for each of the years in the three-year period ended December 31, 2009, which are
included in Kraton Performance Polymers, Inc.’s Annual Report on Form 10-K. In connection with our audits of
the aforementioned consolidated financial statements, we also audited the related financial statement schedule in
Kraton Performance Polymers, Inc.’s Annual Report on Form 10-K. This financial statement schedule is the
responsibility of Kraton Performance Polymers, Inc.’s management. Our responsibility is to express an opinion
on this financial statement schedule based on our audits.
In our opinion, the financial statement schedule, when considered in relation to the basic consolidated
financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
/S/ KPMG LLP
Houston, Texas
March 15, 2010
F-109
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors
Kraton Polymers LLC:
Under date of March 15, 2010, we reported on the consolidated balance sheets of Kraton Polymers LLC and
subsidiaries as of December 31, 2009 and 2008, and the related consolidated statements of operations, changes in
member’s equity and comprehensive income (loss), and cash flows for each of the years in the three-year period
ended December 31, 2009, which are included in Kraton Polymers LLC’s Annual Report on Form 10-K. In
connection with our audits of the aforementioned consolidated financial statements, we also audited the related
financial statement schedule included in Kraton Polymers LLC’s Annual Report on Form 10-K. This financial
statement schedule is the responsibility of Kraton Polymers LLC’s management. Our responsibility is to express
an opinion on this financial statement schedule based on our audits.
In our opinion, the financial statement schedule, when considered in relation to the basic consolidated
financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
/S/ KPMG LLP
Houston, Texas
March 15, 2010
F-110
KRATON PERFORMANCE POLYMERS, INC.
SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
For the Years Ended December 31, 2009, 2008 and 2007
(In thousands)
Balance
at Beginning
of Period
Charged to
Costs and
Expenses
Deductions
Balance
at End of
Period
Allowance for Doubtful Accounts
Year ended December 31, 2009 . . . . . . . . . . . . . . . . . . . . . .
Year ended December 31, 2008 . . . . . . . . . . . . . . . . . . . . . .
Year ended December 31, 2007 . . . . . . . . . . . . . . . . . . . . . .
$2,512
1,542
2,157
$ (857)
2,075
81
$ (320)
(1,105)
(696)
$1,335
2,512
1,542
Inventory Reserves
Year ended December 31, 2009 . . . . . . . . . . . . . . . . . . . . . .
Year ended December 31, 2008 . . . . . . . . . . . . . . . . . . . . . .
Year ended December 31, 2007 . . . . . . . . . . . . . . . . . . . . . .
$5,063
4,755
4,215
$1,526
768
2,994
$ (454)
(460)
(2,454)
$6,135
5,063
4,755
Balance
at Beginning
of Period
Charged to
Costs and
Expenses
Deductions
Balance
at End of
Period
KRATON POLYMERS LLC
SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
For the Years Ended December 31, 2009, 2008 and 2007
(In thousands)
Allowance for Doubtful Accounts
Year ended December 31, 2009 . . . . . . . . . . . . . . . . . . . . . .
Year ended December 31, 2008 . . . . . . . . . . . . . . . . . . . . . .
Year ended December 31, 2007 . . . . . . . . . . . . . . . . . . . . . .
$2,512
1,542
2,157
$ (857)
2,075
81
$ (320)
(1,105)
(696)
$1,335
2,512
1,542
Balance
at Beginning
of Period
Charged to
Costs and
Expenses
Deductions
Balance
at End of
Period
Inventory Reserves
Year ended December 31, 2009 . . . . . . . . . . . . . . . . . . . . . .
Year ended December 31, 2008 . . . . . . . . . . . . . . . . . . . . . .
Year ended December 31, 2007 . . . . . . . . . . . . . . . . . . . . . .
$5,063
4,755
4,215
$1,526
768
2,994
$ (454)
(460)
(2,454)
$6,135
5,063
4,755
Balance
at Beginning
of Period
Charged to
Costs and
Expenses
Deductions
Balance
at End of
Period
F-111
Selected Quarterly Financial Data (Unaudited)
The following table sets forth a summary of Kraton Performance Polymers, Inc.’s quarterly financial information for each of the four quarters
ended December 31, 2009 and December 31, 2008:
2009
Operating revenues
Gross profit
Operating income
Net income (loss)
Earnings (loss) per common share
Basic
Diluted
Weighted average common shares
outstanding
Basic
Diluted
2008
Operating revenues
Gross profit
Operating income (loss)
Net income (loss)
Earnings (loss) per common share
Basic
Diluted
Weighted average common shares
outstanding
Basic
Diluted
First Quarter(1)
Second Quarter(2)
Third Quarter(3)
Fourth Quarter(4) (5)
Total
(In thousands, except per share data)
$ 184,957
$ 243,821
$ 288,518
$ 250,708
$ 968,004
8,934
(26,849)
(16,461)
(0.85)
(0.85)
19,407
19,407
35,761
96
(4,178)
(0.22)
(0.22)
19,410
19,410
69,969
28,135
21,865
1.13
1.12
19,433
19,496
60,868
6,683
(1,516)
(0.07)
(0.07)
21,111
21,111
175,532
8,065
(290)
(0.01)
(0.01)
19,844
19,844
$ 266,861
$ 345,369
$ 382,167
$ 231,636
$ 1,226,033
48,785
760
(9,413)
(0.49)
(0.49)
19,390
19,390
62,546
22,124
10,213
0.53
0.53
19,406
19,448
94,448
47,308
34,614
1.78
1.77
19,415
19,511
48,971
2,916
(6,995)
(0.36)
(0.36)
19,413
19,413
254,750
73,108
28,419
1.46
1.46
19,406
19,483
(1) During the first quarter of 2009, we recorded a gain of $19.5 million associated with the purchase and retirement of a portion of the 8.125% senior subordinated
notes, which is included in Gain on Extinguishment of Debt.
(2) During the second quarter of 2009, we recorded a gain of $4.3 million associated with the purchase and retirement of a portion of the 8.125% senior
subordinated notes, which is included in Gain on Extinguishment of Debt.
(3) During the third quarter of 2009, we recorded restructuring costs of $6.0 million and a $1.1 million non-cash charge to write-down our inventory of spare-parts
associated with the shutdown and exit from the Pernis, the Netherlands facilities, which are included in Cost of Goods Sold.
(4) During the fourth quarter of 2009, we recorded one-time accelerated depreciation of $14.3 million associated with the shutdown and exit from the Pernis, the
Netherlands facilities, which is included in Depreciation and amortization of identifiable intangibles.
(5) During the fourth quarter of 2008, we recorded a lower-of-cost-or-market adjustment for inventory of $8.1 million, which is included in Cost of Goods Sold.
Basic and diluted earnings per share are computed independently for each of the quarters presented. Therefore, the sum of quarterly basic and diluted per share
information may not equal annual basic and diluted earnings per share.
Our Form 10-K included in this annual report was amended on March 31, 2010 solely to include the supplementary information set forth above.
09KratonARchartfor10KNEW.indd 1
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Directors and Officers
Shareholder Information
Board of Directors
Corporate Officers
Annual Meeting
Dan F. Smith 2,3*
Chairman
Former Chairman and
Chief Executive Officer
Lyondell
Richard C. Brown 2
Chief Executive Officer
Performance Fibers
Kelvin L. Davis
Senior Partner
TPG
Steven J. Demetriou 4
Chairman and Chief Executive Officer
Aleris International, Inc.
Kevin M. Fogarty 3
President and Chief Executive Officer
Kraton Performance Polymers, Inc.
Barry J. Goldstein 1*
Retired Executive Vice President
and Chief Financial Officer
Office Depot, Inc.
Kevin G. O’Brien 1, 4
Managing Director
CCMP Capital Advisors, LLC
Michael G. MacDougall 3, 4*
Partner
TPG
Karen A. Twitchell 1
Former Vice President and Treasurer
LyondellBasell Industries
Timothy J. Walsh 2*, 3
Managing Director
CCMP Capital Advisors, LLC
Nathan H. Wright 2
Partner, TPG
Committees
1 Audit
2 Compensation
3 Executive
4 Nominating and Corporate Governance
* Denotes Chairperson
Kevin M. Fogarty
on Thursday, May 27, 2010, at 1:00 p.m. at:
The Company’s annual meeting of shareholders will be held
President and Chief Executive Officer
David A. Bradley
Chief Operating Officer
Stephen W. Duffy
Vice President, General Counsel
and Secretary
Larry R. Frazier
Chief Information Officer
Lothar Freund
Vice President, Technology
Stephen E. Tremblay
Vice President, Chief Financial Officer
Richard A. Ott
Vice President, Human Resources
and Corporate Communications
Independent Auditors
KPMG
Suite 3100
700 Louisiana Street
Houston TX 77002
Stock Exchange
Listing
Kraton Performance Polymers, Inc.
Common Stock is listed on the
New York Stock Exchange under
the symbol KRA.
Doubletree Hotel
15747 John F. Kennedy Boulevard
Houston, Texas 77032
Investor Relations, Form 10-K
and Other Information
We will furnish without charge to each person whose proxy
is being solicited, upon request of any such person, a copy
of our Annual Report on Form 10-K for the year ended
December 31, 2009, as filed with the SEC, including the
consolidated financial statements and schedules thereto, but
not the exhibits.
Please Contact:
Investor Relations
Kraton Performance Polymers, Inc.
15710 John F. Kennedy Blvd., Suite 300
Houston, TX 77032
Phone: 281-504-4780
E-mail: Investor.Relations@Kraton.com
Transfer Agent and Registrar
If you have any questions regarding your stock certificate
or changes to your address, please contact:
Computershare
250 Royall Street
Canton, Massachusetts 02021
Phone: 303-262-0678
Forward-Looking Statements
This annual report may contain “forward-looking statements”
under the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are subject to risks and uncertainties
that could cause actual results to differ materially from those
expressed in or implied in this report. Further information
concerning issues that could materially affect financial performance
related to forward-looking statements can be found in Kraton’s
Annual Report on Form 10-K for the year ended December 31,
2009, and the Company’s periodic filings with the Securities and
Exchange Commission.
36172 Dix Cover_i3 for pdf.indd 3
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Kraton Performance Polymers
15710 John F. Kennedy Blvd.
Suite 300
Houston, TX 77032
Phone: 800-457-2866 • 281-504-4950
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