425
UPDATE CALL
PROPOSED COMBINATION
OF KRATON PERFORMANCE POLYMERS, INC.
WITH THE SBC BUSINESS OF LCY CHEMICAL CORP.
KRATON PERFORMANCE POLYMERS, INC.
KEVIN M. FOGARTY, PRESIDENT AND CHIEF EXECUTIVE OFFICER
June 24, 2014
Filed by Kraton Performance Polymers Limited
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Kraton Performance Polymers, Inc.
Commission File No.: 001-34581
Commission File No. for Registration Statement
on Form S-4: 333-195597


2
Forward-Looking Statements
This presentation includes forward-looking statements that reflect our plans, beliefs, expectations and current views with respect to, among other things, the combination
and future events and financial performance. Forward-looking statements are often characterized by the use of words such as "outlook," "believes," "estimates,"
"expects," "projects," "may," "intends," "plans" or "anticipates," or by discussions of strategy, plans or intentions, including statements regarding expected synergies from
the combination and the costs and timing to obtain them; expectations regarding the dilution / accretiveness of the combination; capabilities and advantages of the
combined company; whether the transaction will close and the expected timing thereof; projected debt levels and leverage ratios and estimates; and other projected
financial metrics, including revenue, margins, ROIC, free cash flow conversion and EBITDA, including components thereof, adjustments thereto and related multiples.
All forward-looking statements in this presentation are made based on management's current expectations and estimates, which involve known and unknown risks,
uncertainties and other important factors that could cause actual results to differ materially from those expressed in forward-looking statements.  Our expectations and
assumptions regarding cost rationalizations, variable cost optimizations and reductions in overhead may not materialize, or our costs to achieve synergies may exceed our
estimates, any of which would adversely affect our ability to achieve projected synergies. Our expectations and assumptions regarding the financial performance of the
combined company may not materialize, which would adversely affect our ability to achieve expected accretion and the expected timing of the accretion.  Regulatory
approvals that are conditions to the closing may not be obtained as anticipated, which could delay or prevent closing of the transaction.  Our performance or that of LCY’s
could be adversely affected by other risks and uncertainties, which would adversely affect the ability of the combined company to achieve expected advantages.  In the
case of Kraton, these risks and uncertainties include, but are not limited to, those described in our latest Annual Report on Form 10-K, including but not limited to "Part I,
Item 1A. Risk Factors" and "Part I, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" therein, our Registration Statement
described below, including, but not limited to “Risk Factors”, and in our other filings with the Securities and Exchange Commission, and include, but are not limited to, risks
related to: conditions in the global economy and capital markets; declines in raw material costs; limitations in the availability of raw materials we need to produce our
products in the amounts or at the prices necessary for us to effectively and profitably operate our business; competition in our end-use markets, from other producers of
SBCs and from producers of products that can be substituted for our products; and other factors of which we are currently unaware or deem immaterial. Readers are
cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date they are made, and we assume no obligation
to update such information in light of new information or future events.
Additional Information and Where to Find it
THIS COMMUNICATION DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES OF KRATON OR THE COMBINED COMPANY. 
KRATON WILL FILE A REVISED PRELIMINARY PROXY STATEMENT/PROSPECTUS (AND AN AMENDMENT TO THE RELATED REGISTRATION STATEMENT (FILE NO. 333-195597))
AND OTHER DOCUMENTS WITH THE SEC .  INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY READ THE REVISED PRELIMINARY PROXY
STATEMENT/PROSPECTUS AND AMENDMENT TO THE REGISTRATION STATEMENT (INCLUDING ANY FURTHER AMENDMENTS OR SUPPLEMENTS THERETO) WHEN THEY
BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION REGARDING KRATON, LCY AND THE COMBINATION.  A DEFINITIVE PROXY
STATEMENT/PROSPECTUS WILL BE SENT TO THE SECURITY HOLDERS OF KRATON SEEKING THEIR APPROVAL OF THE COMBINATION.  INVESTORS AND SECURITY HOLDERS
MAY OBTAIN A FREE COPY OF THE PROXY STATEMENT/PROSPECTUS  AND THE REGISTRATION STATEMENT (WHEN AVAILABLE) AND OTHER DOCUMENTS FILED BY KRATON
WITH THE SEC AT THE SEC’S WEBSITE AT WWW.SEC.GOV.  THE PROXY STATEMENT/PROSPECTUS AND THE REGISTRATION STATEMENT AND OTHER SUCH DOCUMENTS
(RELATING TO KRATON) MAY ALSO BE OBTAINED FOR FREE FROM KRATON BY ACCESSING KRATON’S WEBSITE AT WWW.KRATON.COM    
Participants in the Solicitation
Kraton, its directors, executive officers and certain members of management and employees may be considered “participants in the solicitation” of proxies from Kraton’s
stockholders in connection with the combination.  Information regarding such persons and a description of their interest in the combination is contained in the proxy
statement/prospectus.  Information concerning beneficial ownership of Kraton common stock by its directors and certain executive officers is included in its proxy
statement dated April 15, 2014 and subsequent statements of changes in beneficial ownership on file with the SEC.


3
USE OF NON-GAAP FINANCIAL MEASURES
This communication includes the use of both GAAP and non-GAAP financial measures. The non-GAAP financial measures are EBITDA
and Adjusted EBITDA.  We consider these non-GAAP financial measures important supplemental measures of financial performance
and believe they are frequently used by investors, securities analysts and other interested parties in the evaluation of our
performance and/or that of other companies in our industry, including period-to-period comparisons. Further, management uses
these measures to evaluate operating performance.
These non-GAAP financial measures have limitations as analytical tools and in some cases can vary substantially from other measures
of financial performance. You should not consider them in isolation, or as a substitute for analysis of results under GAAP in the United
States. In the case of EBITDA, these limitations include: EBITDA does not reflect cash expenditures, or future requirements for capital
expenditures or contractual commitments; EBITDA does not reflect changes in, or cash requirements for, working capital needs;
EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments,
on debt; 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; EBITDA calculations under the
terms of debt agreements may vary from EBITDA presented herein, and our presentation of EBITDA herein is not for purposes of
assessing compliance or non-compliance with financial covenants under debt agreements; and other companies in our industry may
calculate EBITDA differently from how we do, limiting its usefulness as a comparative measure. As an analytical tool, Adjusted EBITDA
is subject to all the limitations applicable to EBITDA. In addition, we prepare Adjusted EBITDA by adjusting EBITDA to eliminate the
impact of a number of items we do not consider indicative of ongoing performance, but you should be aware that in the future,
expenses similar to the adjustments in this presentation may be incurred. Our presentation of Adjusted EBITDA should not be
construed as an inference that future results will be unaffected by unusual or non-recurring items.


4
Status Update
Kraton -
estimate for 2014 Adjusted EBITDA @ ECRC remains $150 million
First quarter 2014 Adjusted EBITDA at ECRC of $37.5 million
Estimate 2014 Adjusted EPS of $1.50 to $1.60
Waiting period under Hart-Scott-Rodino has expired, providing antitrust clearance for
transaction in the U.S.; we have also received antitrust regulatory approval in Taiwan and
Turkey
China competition law and other necessary regulatory approvals in progress
Based upon current view of regulatory review process, and subject to
satisfaction of remaining conditions, we continue to anticipate closing the
transaction in 4Q14
Shareholders of LCY approved combination on March 31, 2014
1Q14 results for LCY’s SBC business below expectations; expect improvement
2H14


5
1Q14 performance significantly below 1Q13 and expectations
1Q14 volume 62 kT, Adjusted EBITDA $2.9 million vs. 1Q13  volume
65 kT, Adjusted
EBITDA $20.6 million
Approx. 80% of Adjusted EBITDA shortfall vs. expectations due to
gross profit decline
in China
China market –
very difficult trading conditions for SBS
China represents >50% of LCY’s SBC business (by volume)
SBS market decline began in 3Q13 and accelerated 4Q13, carrying over into 1Q14
Lower demand growth, excess inventory, effect of 2013 capacity additions
LCY has provided a revised forecast for 2014 Adjusted EBITDA of
$37 million
2Q14 similar to 1Q14; significant improvement expected in 2H14
LCY’s SBC Business - Recent Performance


6
Anticipated SBS growth did not materialize in 2013 as key markets softened, with demand
weakness carrying over into 2014
China Market –
Short-term Decline in Demand Growth
Paving
China
government
policies
to
tighten
liquidity
and
scrutiny
of
investment
and
infrastructure
projects
Footwear
high
finished
shoe
inventory
built
in
2011/2012
impacted
SBS
demand
as
footwear
production
reduced in 2013
Weakness in paving and footwear demand was partially offset by continued growth in Adhesives,
Compounding and Roofing
(1) Source: SAI and Kraton Estimates
We expect growth in demand will recover in the second half of 2014 and continue into 2015
624
632
656
692
2012
2013
2014F
2015F
Est. China SBS Demand (kT)
1
Y-o-Y
Growth                               1.3%                 3.8%  
5.5%


7
79%
64%
74%
2012
2013
2014F
2015F
68%
2013 production rates significantly higher vs. 2012 in anticipation of growth that did not
materialize, resulting in a build in SBS inventories
China Market –
Inventory Build
Production continued despite paving slowdown and build in footwear inventory
Result was a significant increase in inventory in 2H13
LCY brought 100 kT of SBS capacity on line in 3Q13
*
(1)  Source: SAI, SCI99 and Kraton estimates
*Based on adjusted nameplate capacity of 845kT, which reflects partial year availability of LCY capacity
Est. inventory levels
increased to ~6 weeks
(50kT) vs. typical levels of
~2 weeks
Producers reducing output in 2014, and we estimate that excess SBS inventory will be
eliminated by mid-2014
China
-
Estimated
SBS
Capacity Utilization
1


8
Significant SBS capacity was added in China in 2H13, mostly LCY
China Market –
Capacity Additions
Historically, capacity additions have been more in line with demand growth
~ 50 kT added in 2011 and 2012 respectively
In 2013, capacity additions were significantly above historical norms
~140 kT or 17% (100 kT LCY in Aug 2013, 40 kT Jusage end-2013)
(1) Source: SAI, SCI99 and Kraton estimates
Y-o-Y
Incr.  (kT)              
50         50         140         0           0
No SBS capacity additions in China are expected in 2014 or 2015


Resulting inventory build, combined with 2H13 capacity additions, created pricing pressure,
which accelerated through 2H13 and carried over into 1Q14
China Market –
Near-term Pricing and Margin Pressure
Raw material margin decreased >$400/ton in 4Q13
Widely-held industry assumption that margins would improve after Chinese New
Year was incorrect –
in fact, they continued to decline
Margins appeared to reach a low in April, increasing in May, and
are
continuing to increase in June
9
*  Preliminary – based upon first two weeks of June 2014
Note: China market SBS-butadiene raw material margin defined as China market SBS price ‘less’ 70% of the spot price for butadiene
Source: SCI99 (Sinopec H791 benchmark grade), IHS/CMAI (Northeast Asia spot butadiene price)


10
The China SBS Market Recovery Appears to be Underway
Producers
have
taken
steps
to
improve
margins
from
unsustainable
levels
Market prices have increased since mid-April 
Production output is at reduced levels as excess SBS inventory is being worked off
We expect market conditions to improve in the second half of 2014 as the
market absorbs 2013 SBS capacity expansions
Footwear supply/demand in balance
Second half of the year is normally the peak season for paving demand
LCY projects 2014 sales volume of 294 kT, up 12% vs. 2013
In 2015, we expect overall SBS demand in China to return to longer term
growth rates of 5-6% per annum
Paving demand should improve, driven by need to complete projects included in 5
year plan, which ends in 2015
Continued high single-digit growth for adhesives, compounding and roofing
As China recovers, LCY’s SBC business should benefit from
its leading market share position (>30%)


11
Impact of Revised Market Outlook
LCY’s outlook for its 2H14 is significantly better than 1H14
Producers in China are taking actions to improve margins from unsustainable levels,
industry
production
was
reduced
1Q14
and
excess
SBS
inventory
is
being
worked
off
YTD, SBS exports are higher and imports are lower, compared to same period in 2013
2H14 sales volume should be higher than both 2H13 sales volume and 1H14 sales
volume
Based upon the improvement in 2H14, full-year Adjusted EBITDA for LCY’s
SBC business estimated at $37 million
We estimate it could take up to 2 years (i.e. until 2016) for the China market
to rebalance.  Assuming a 2 year delay, we estimate:
LCY
Adjusted
EBITDA
for
2015
of
~$71
million,
reflecting
a
modest
improvement
over
the
annualized
2H14
run
rate;
LCY
Adjusted
EBITDA
for
2016
of
~$105
million
Our original LCY SBC business Adjusted EBITDA forecasts could be delayed by up to 2 years


Transaction Rationale Remains Unchanged
The combination addresses strategic objectives of both Kraton and LCY:
Kraton: a long-term strategy to access Asian growth markets with cost-effective assets
LCY: access to Kraton’s differentiated products, R&D platform and global market reach
Enables projected $65 million in annual run-rate cost synergies by 2017
Results in stronger capital structure, reduced leverage and creates a platform for growth
Financial metrics still attractive, especially with full run-rate synergies of $65
million
2015 EBITDA multiple* 9.9x pre-synergies and 5.2x post-synergies
Dilutive to EPS by $0.19 in 2015; accretive to EPS by $0.29 in 2016
We expect LCY China margins to rebound as market conditions improve
Combination
gives
Kraton
immediate
access
to
local
capacity
in
a
high
growth
region,
with
less
risk
and
capital
cost
than
a
“build”
option
Despite near-term headwinds, China and Asia continue to represent
the best long-term growth potential for Kraton
*Based on Jan 24, 2014 KRA stock price of $21.66
12
Asia continues to represent significant long-term growth potential


13
Appendix


14
Kraton Historical Financials
12 months ended
December
3 Months
Ended
3 Months
Ended
($ Millions)
2012
2013
3/31/2013
3/31/2014
Sales Volume (kT)
313
314
78
74
Revenue
$1,423
$1,292
$340
$312
EBITDA
(1)
$97
$89
$26
$15
EBITDA Margin
6.8%
6.9%
7.6%
4.7%
Adjusted EBITDA
(1)
$113
$110
$29
$42
Adjusted EBITDA Margin
8.0%
8.5%
8.4%
13.3%
Capex
$70
$86
$15
$21
Adjusted EBITDA less
Capex
$44
$24
$14
$20
(1) Refer to reconciliation of net income (loss) attributable to Kraton to EBITDA and Adjusted EBITDA.


15
LCY SBC Historical Financials
12 months ended
December
3 Months
Ended
3 Months
Ended
($ Millions)
2012
2013
3/31/2013
3/31/2014
Sales Volume (kT)
222
263
66
62
Revenue
$619
$611
$171
$131
EBITDA
(1)
$94
$52
$23
$2
EBITDA Margin
15.2%
8.5%
13.2%
0.1%
Adjusted EBITDA
(1)
$91
$48
$21
$3
Adjusted EBITDA Margin
14.7%
7.8%
12.1%
0.2%
Capex
$18
$13
$3
$2
Adjusted EBITDA less Capex
$73
$35
$18
$1
(1)
Refer to reconciliation of net income (loss) for the LCY SBC business to EBITDA and Adjusted EBITDA.
Note: 2012 data revised from January 28, 2014 presentation, reflects final audited results and eliminates
adjustments to corporate overhead for purposes of calculating Adjusted EBITDA


16
Reconciliation of Net Income (Loss) Attributable to Kraton to EBITDA and Adjusted EBITDA
a)
Reflects the benefit of the settlement with LyondellBasell.
b)
Reflects a charge associated with the resolution of a property tax dispute in France.
c)
Reflects a storm related charge at our Belpre, Ohio facility.
d)
Includes other professional fees, severance expenses, fees associated with the public offering of our senior notes and the secondary public offering of our common stock, and charges
associated with the restructuring of our European organization.
e)
Reflects an impairment of long-lived assets, of which $3.4 million and $2.0 million were associated with the HSBC facility and other long-term assets, respectively.
f)
Reflects the non-recurring portion of the $6.1 million of aggregate turnaround costs in 2013.  The adjustment relates to the production downtime at our Belpre, Ohio facility, in
preparation for the installation of natural gas boilers to replace the coal-burning boilers required by the MACT legislation.
g)
Reflects a retirement plan settlement charge associated with a disbursement from a benefit plan upon the retirement of an employee.
h)
Primarily professional fees related to our proposed combination with the styrenic block copolymer operations of LCY Chemical Corp., which are recorded in selling, general and
administrative expenses.
i)
Reflects $4.2 million of the Asia J.V. pre-startup costs, of which 50% are included in net income/(loss) attributable to Kraton.
3 months
ended
3 months
ended
Forecast
($ Thousands)
2012
2013
3/31/2013
3/31/2014
2014
Net income (loss) attributable to Kraton
$(16,191)
$     (618)
$   (3,748)
$   (7,909)
$  16,421
Net loss attributable to noncontrolling interest
-
(357)
(76)
(285)
(2,134)
Consolidated net income (loss)
(16,191)
(975)
(3,824)
(8,194)
14,287
Add:
Interest expense, net
29,303
30,470
13,298
6,338
24,652
Income tax expense (benefit)
19,306
(3,887)
1,446
122
6,608
Depreciation and amortization expenses
64,554
63,182
15,098
16,409
65,193
EBITDA
$  96,972
$  88,790
$   26,018
$   14,675
$110,740
EBITDA
$  96,972
$  88,790
$   26,018
$   14,675
$110,740
Add (deduct):
Settlement gain
(a)
(6,819)
-
-
-
-
Property tax dispute
(b)
6,211
-
-
-
-
Storm related charges
(c)
2,481
-
-
-
-
Restructuring and other charges
(d)
1,359
815
55
521
653
Non-cash compensation expense
6,571
7,894
2,523
3,614
10,613
Impairment of long-lived assets
(e)
5,434
-
-
-
-
Production downtime
(f)
-
3,506
-
13,013
13,013
Retirement plan settlement
(g)
1,100
-
-
-
-
Transaction and acquisition related costs
(h)
-
9,164
81
9,236
18,511
Pre-startup costs on Asia JV
(i)
-
-
-
459
4,194
Adjusted EBITDA
$113,309
$110,169
$   28,677
$   41,518
$157,724
Add (deduct):
Spread between FIFO and ECRC
$  30,533
$  30,737
$        507
$   (4,024)
$  (7,682)
Adjusted EBITDA at ECRC
$143,842
$140,906
$   29,184
$   37,494
$150,042
12 months ended
December


17
Reconciliation of Net Income (loss) of the LCY SBC Business to EBITDA and Adjusted EBITDA
3 months
ended
3 months
ended
($ Thousands)
2012
2013
3/31/2013
3/31/2014
Net income (loss)
$  64,145
$ 27,581
$   13,893
$   (3,291)
Add:
    Interest expense, net
         498
       (752)
         (110)
         (127)
    Income tax expense
     11,748
      7,521
       4,410
          572
    Depreciation and amortization expenses
     17,367
    17,899
       4,433
       4,727
EBITDA
$  93,758
$ 52,249
$   22,626
$     1,881
EBITDA
$  93,758
$ 52,249
$   22,626
$     1,881
Add (deduct):
     
(Gain) / loss on currency transactions and financial instruments
(a)
     (2,588)
    (4,914)
      (2,006)
       1,017
    Transaction costs
(b)
           -  
         230
            -  
            26
Adjusted EBITDA
$  91,170
$ 47,565
$   20,620
$     2,924
12 months ended
December
a)
Reflects (gain)/losses on currency transactions and financial instruments
b)
Reflects costs associated with the combination with Kraton
Note: 2012 data revised from January 28, 2014 presentation, reflects final audited results and eliminates adjustments to corporate overhead for
purposes of calculating Adjusted EBITDA


18
Reconciliation of Net Income Attributable to Kraton and Income Per Diluted Share  to Adjusted
Net Income and Adjusted Earnings per Diluted Share
$ in thousands except per share data
Estimated 12 Mos.
Ended 12/31/14
Per
Diluted
After Tax
Share
Net income attributable to Kraton
and income per diluted share
$  16,421
$   0.51
Restructuring and other charges
(a)
$      532
$   0.02
Transaction and acquisition related costs
(b)
$  18,511
$   0.58
Production downtime
(c)
$  13,013
$   0.40
Asia startup costs, net of non-controlling interest
(d)
$   1,741
$   0.05
Adjusted net income and adjusted
earnings per diluted share
$  50,218
$   1.56
a)
Severance expenses, which are primarily recorded in cost of goods sold. 
b)
Primarily professional fees, related to our proposed combination with the styrenic block copolymer operations of LCY Chemical Corp., which are
recorded in selling, general and administrative expenses.
c)
Production downtime at our Belpre, Ohio and Berre, France facilities, of which $12.4 million is recorded in costs of goods sold and $0.6 million is
recorded in selling, general and administrative expenses.
d)
Startup costs of $4.194 (pre-tax) related to the joint venture company, Kraton Formosa Polymers Corporation, which are recorded in selling,
general and administrative expenses, presented net of the associated impact on non-controlling interest.


UPDATE CALL
PROPOSED COMBINATION
OF KRATON PERFORMANCE POLYMERS, INC.
WITH THE SBC BUSINESS OF LCY CHEMICAL CORP.
KRATON PERFORMANCE POLYMERS, INC.
KEVIN M. FOGARTY, PRESIDENT AND CHIEF EXECUTIVE OFFICER
June 24, 2014