Slide 1: The Huntsman Story: The Right Strategy, The Right Execution, The Right Board
The Huntsman Story: The Right Strategy, The Right Execution, The Right Board Huntsman Corporation (NYSE – HUN) March 2022
Slide 2: Huntsman Aggressively And Successfully Transformed The Portfolio, Enhanced The Financial Profile, And Refreshed The Board
Huntsman Aggressively And Successfully Transformed The Portfolio, Enhanced The Financial Profile, And Refreshed The Board 1 A. Exited volatile commodity businesses, made organic investments, and targeted bolt-on acquisitions in differentiated markets Transformational Strategy to Deliver Higher Margi
Slide 3: Transformational Strategy To Deliver Higher Margin Differentiated And Sustainable Solutions
1 Transformational Strategy To Deliver Higher Margin Differentiated And Sustainable Solutions
Slide 4: Transformed Portfolio Positions Huntsman For Commercial And Financial Success
1 Transformed Portfolio Positions Huntsman For Commercial And Financial Success 2005: Today: Disparate and Commodity-Heavy Differentiated Products Anchored by Megatrends (Gross Sales), $BN (Gross Sales), $BN Textile Effects Polyurethanes Divested $0.8 $2.6 Advanced $1.2 Base Chemicals $4.5 Materials
Slide 5: Performance Products: Value Over Volume Strategy Drives Value Creation and Margin Improvement
1.A Performance Products: Value Over Volume Strategy Drives Value Creation and Margin Improvement 2016: Disparate and Commodity-Heavy 2021: Value Oriented Volume in LBS (BN) • In January 2020, we sold our 3.52 Chemical Intermediates and Surfactants businesses for approximately $1.9 billion. • For Pe
Slide 6: Divested ~40% Of Portfolio Since 2016 While Adding Targeted, High-Margin Businesses
1.A Divested ~40% Of Portfolio Since 2016 While Adding Targeted, High-Margin Businesses “…doing the basics, doing them right, Apr. 2018 Sept. 2019 Feb. 2020 May 2020 Jan. 2021 taking the cyclicality out, continuing to look at By 2023, we will have delivered Adj. your portfolio – pruning Acquisitions
Slide 7: Differentiated Portfolio Improves Margins By Focusing On Value Over Volume
1.A Differentiated Portfolio Improves Margins By Focusing On Value Over Volume • Huntsman’s differentiated portfolio 2016 – 2021 Performance focuses on maximizing Volume Revenue Adj. EBITDA 5-Year CAGRs Margin value by providing innovation, technical services, and sustainable solutions– Polyurethane
Slide 8: Transformed Textile Effects Business Now Primed For Value-Maximizing Sale
1.A Transformed Textile Effects Business Now Primed For Value-Maximizing Sale “…this is a business that Focused on Value Creation Potential Before we purchased for less Turning to Value Maximization Timing is Critical to Value Maximization than working capital (Adj. EBITDA, $MM) quite a few years ag
Slide 9: Portfolio Meets Growing Demand For Sustainable Products And Lower-Carbon Footprints
1.B Portfolio Meets Growing Demand For Sustainable Products And Lower-Carbon Footprints Emerging Customer Needs Are Driving Our Reoriented Toward Emerging Demand for Differentiated Chemical Products Growth Performance Advanced Polyurethanes Products Materials Textile Effects Reduce Energy High perfo
Slide 10: Differentiated Portfolio Supplies Demand For Net-Carbon-Neutral Solutions
1.B Differentiated Portfolio Supplies Demand For Net- Carbon-Neutral Solutions Polyurethanes: Performance Products: Advanced Materials: • Huntsman’s products SPF Specialty Amines Aerospace enable a net-carbon- Improving Efficiency of Buildings & Homes Enabling Alternative Energy Improving Energy Eff
Slide 11: Differentiated Polyurethanes Strategy Led To Market Leadership, Premium Pricing
1.B Differentiated Polyurethanes Strategy Led To Market Leadership, Premium Pricing In Attractive Global Market • Huntsman is now a global provider of high- Global performance building Challenge The world needs efficient and sustainable means of conserving energy used in buildings >40% ofbyworld’s e
Slide 12: Relentless Focus On Cost Control Leads To Margin Enhancement
1.C Relentless Focus On Cost Control Leads To Margin Enhancement LTM SG&A % of Revenue 20.0% 18.0% • SG&A cost control a 16.9% key contributor in 16.5% strategy to drive Adj. 16.0% 15.1% EBITDA margins to 14.5% 18% - 20%. 14.0% 12.5% • Ended full year 2021 12.0% 11.6% SG&A at ~10% of 10.1% sales. 10
Slide 13: Identified Cost Savings And Synergies Drive Significant Near-Term Margin Expansion
1.C Identified Cost Savings And Synergies Drive Significant Near-Term Margin Expansion Half of ~$240MM Identified Cost Savings and Synergies Now Achieved, Announced initiatives will with Remainder by End of 2023 be completed by end of 2023 Full Savings Achieved ~$240MM Announced Initiatives Benefits
Slide 14: Clear Line Of Sight To Additional 300+ bps Of Adj. EBITDA Margin Within 36 Months
1.D Clear Line Of Sight To Additional 300+ bps Of Adj. EBITDA Margin Within 36 Months Target Adj. EBITDA Margin 18-20% >80bps ~60bps ~40bps ~160bps Cost CostOptimization Optimization&&Synergies Synergies Aerospace Recovery Aerospace Returnon Return onAnnounced AnnouncedCapEx CapExProjects Projects P
Slide 15: Operational, Portfolio, And Financial Transformation Executed By Management And Overseen By Board
2 Operational, Portfolio, And Financial Transformation Executed By Management And Overseen By Board
Slide 16: Transformed Balance Sheet From High Yield To Investment Grade To Provide Financial Flexibility
2.A Transformed Balance Sheet From High Yield To Investment Grade To Provide Financial Flexibility Significant Deleveraging Since 2015 Balanced Capital Allocation Since 2018 $5.0 Growth Investments 5.0x • $0.6BN in attractive, high growth organic 3.8x investments $4.0 4.0x USD in Billions $0.6BN Acc
Slide 17: Balance Sheet Transformation Created Ability To Balance Growth With Capital Return
2.A Balance Sheet Transformation Created Ability To Balance Growth With Capital Return Growth Investments Accretive M&A Dividends Share Repurchases • High return and differentiated • Strategic fit with portfolio of • Continue to prudently return • H2 ’21 annualized $400MM growth projects differentia
Slide 18: Setting The Record Straight: Huntsman Met Its Ambitious Targets From 2016 And 2018 Investor Days
2.B Setting The Record Straight: Huntsman Met Its Ambitious Targets From 2016 And 2018 Investor Days Starboard falsely claims that Huntsman has failed Huntsman exceeded the 2016 Investor Day target Huntsman was within ~1% of the 2018 Investor to deliver prior Investor $1,800 on its portfolio of cont
Slide 19: Market Reaction To Investor Day And Subsequent Announcements Demonstrate Huntsman's Credibility
2.C Market Reaction To Investor Day And Subsequent Announcements Demonstrate Huntsman’s Credibility Announced Share Repurchases, Aggressive Targets, New Incentive Compensation Plan to Drive Execution, Strategic Review of Textile Effects, Q4 Earnings Beat, and Q1 ’22 Guidance Above Consensus • Resear
Slide 20: Even During The Pandemic, Huntsman Exceeded Investor Expectations
2.C Even During The Pandemic, Huntsman Exceeded Investor Expectations Huntsman’s Adj. EBITDA has Exceeded Sell-Side Expectations Every Quarter Since Start of the Pandemic $356 $371 $349 $321 $334 $322 $289 $240 $257 $221 $165 $166 $188 $145 $38 $54 Q1'20 Q2'20 Q3'20 Q4'20 Q1'21 Q2'21 Q3'21 Q4'21 Fac
Slide 21: Record Q4 Validates Value Over Volume Strategy And Confirms Execution
2.C Record Q4 Validates Value Over Volume Strategy And Confirms Execution Huntsman Peers (1) Better/ Better/ Q4'21 Q4'21 Q4'21 Q4'20 (Worse) (Worse) Performance Consensus Prior Consensus vs. Consensus Revenue $2,307 $1,668 38% $2,162 7% 5% Adj. EBITDA $349 $240 45% $332 5% (4%) Adj. Diluted EPS $0.9
Slide 22: Huntsman's Track Record Of Creating Shareholder Value Long Predates Starboard
2.D Huntsman’s Track Record Of Creating Shareholder Value Long Predates Starboard Five-Year Total Shareholder Return Share Price Change Since Huntsman’s Investor Day Through Starboard 13D Filing on Sept. 27, 2021 21% Extended through February 25, 2022 182% 161% 8% 141% 2% 101% 104% 80% 31% (13%) 13%
Slide 23: Financial Results Demonstrate Compelling Execution
2.D Financial Results Demonstrate Compelling Execution Adjusted EBITDA ($MM) Adjusted EBITDA Margin (%) $367 17% 16% $288 12% $204 Q1 2019 Q1 2021 Q1 2022E Consensus Q1 2019 Q1 2021 Q1 2022E Consensus (Pre-Covid) (Pre-Covid) 23
Slide 24: Refreshed and Fit-for-Purpose Board Overseeing Differentiated and Downstream Focus and Driving Further Transformation
3 Refreshed and Fit-for-Purpose Board Overseeing Differentiated and Downstream Focus and Driving Further Transformation
Slide 25: Fully-Refreshed Board Will Oversee Continued Growth And Profitability…
3.A Fully-Refreshed Board Will Oversee Continued Growth And Profitability… Cynthia Egan Sonia Dulá Retired Vice Admiral Peter Huntsman Jeanne McGovern Jan Tighe Vice Chair & Lead Independent Director Chairman, President, Independent Director Independent Director Compensation Independent Director and
Slide 26: …Led By Independent Directors With Highly Relevant Experience At Global Institutions…
3.A …Led By Independent Directors With Highly Relevant Experience At Global Institutions… Retired Cynthia Sonia Jeanne Dr. Mary Curtis Daniele José David Vice Admiral Egan Dulá McGovern Beckerle Espeland Ferrari Muñoz Sewell Jan Tighe President of Vice Chair, Latin Deputy Chief CEO EVP and CFO Senio
Slide 27: …And With Right Mix of Expertise, Experience, And Diversity To Continue Huntsman's Transformation
3.A …And With Right Mix of Expertise, Experience, And Diversity To Continue Huntsman’s Transformation 10 of 10 Senior Leadership Experience 9 9 9 9 9 9 9 9 9 9 directors 7 of 10 C-Suite Executive Experience 9 9 9 9 9 9 9 directors 4 of 10 Differentiated / Downstream Chemicals Operations Experience 9
Slide 28: Refreshed Board Surpasses Peers And S&P On Key Governance Metrics
3.A Refreshed Board Surpasses Peers And S&P 500 On Key Governance Metrics (1) Huntsman’s (2) Assessment Stat S&P 500 Peer Group for Huntsman Average Tenure (Years) 4 6 8 9 Exceeds Both Benchmarks Average Age (Years) 60 63 63 9 Exceeds Both Benchmarks Racial Diversity 20% 8% 21% 9 (% Diverse) Exceeds
Slide 29: Thoughtful Multi-Year Board Refreshment In Process And Largely Completed Before Starboard Appeared
3.B Thoughtful Multi-Year Board Refreshment In Process And Largely Completed Before Starboard Appeared Since 2018, Huntsman has Appointed Eight New Independent Directors, Including Four Female Directors, Two Racially-Diverse Directors, and Named a New Vice Chair and Lead Independent Director March 2
Slide 30: Huntsman Risks Losing Integral Expertise If Starboard's Nominees Are Elected
3.B Huntsman Risks Losing Integral Expertise If Starboard’s Nominees Are Elected What Our Board Would Lose What Starboard’s Nominees Would “Add” • Perspective of long-term shareholders gained during career • Short-term investor mentality representing institutional investors • Demonstrated history of
Slide 31: Shareholder-Friendly Governance Profile Drives Alignment And Accountability
3.C Shareholder-Friendly Governance Profile Drives Alignment And Accountability Aligned with Corporate Governance Best Practice Practices? 9 Conducted Thoughtful Multi-Year Board Refreshment Since 2018 Annually Elected Directors Yes 9 • Appointed eight new independent directors who add gender and et
Slide 32: Executive Pay Tightly Aligned With Outcomes For Shareholders
3.D Executive Pay Tightly Aligned With Outcomes For Shareholders Structure Emphasizes Accountability Incentive Plan Focuses on Investor Day targets Cash Bonuses 9 For 2022, 100% of annual cash performance Are Linked to awards are linked to achieving Adj. EBITDA Achieving margin, cost optimization, a
Slide 33: This Is The Right Board To Continue To Deliver On Huntsman's Value Creation Potential
3 This Is The Right Board To Continue To Deliver On Huntsman’s Value Creation Potential Transformed Portfolio & Thoughtful & Comprehensive Creating Significant Incremental Increased Financial Flexibility Board Refreshment Shareholder Value Differentiated Products Anchored by Megatrends Strong Q4 Res
Slide 34: Starboard's Campaign is Unnecessary, Unwise, and Risks Value Destruction
4 Starboard’s Campaign is Unnecessary, Unwise, and Risks Value Destruction
Slide 35: Starboard Has Repeatedly Endorsed Huntsman's Strategy And Execution
4.A Starboard Has Repeatedly Endorsed Huntsman’s Strategy And Execution What Huntsman Has Delivered Since 2017… What Starboard Has Said… 9 Grew Adj. EBITDA by 30%, revenue by 5% per annum, and volume “We believe the Company has significantly improved Financial 1% per annum while expanding margins it
Slide 36: Starboard's Nominees Lack Critical Expertise And Add No Incremental Value
4.B Starboard’s Nominees Lack Critical Expertise And Add No Incremental Value Qualifications are Irrelevant or Unneeded Other Concerns 8 No operational experience 8 Extensive engagement with Huntsman prior to filing of dissident proxy statement characterized by lack of transparency 8 Narrow sharehol
Slide 37: Starboard Destroyed Value At GCP – The Only Chemicals Company It Ever Controlled
4.C Starboard Destroyed Value At GCP – The Only Chemicals Company It Ever Controlled Starboard’s failure at GCP is a cautionary tale for Huntsman’s shareholders • Starboard pressured GCP in 2019 into replacing two directors and forced GCP into a premature public sale process • Starboard’s public sal
Slide 38: Starboard Utterly Failed To Deliver On Its Key Promise To GCP Shareholders: EBIT Margin Growth
4.C Starboard Utterly Failed To Deliver On Its Key Promise To GCP Shareholders: EBIT Margin Growth What Starboard Promised: What Starboard Delivered: Increase EBIT Margin 600 bps Nothing, While Huntsman / GCP’s Peers Surged Ahead Indexed LTM EBIT Margin Huntsman: +121% Starboard’s Plan for GCP: +61%
Slide 39: Huntsman Created More Than ~7x The Shareholder Value of Starboard-Controlled GCP
4.C Huntsman Created More Than ~7x The Shareholder Value of Starboard-Controlled GCP – Even If You Include GCP’s Buyout GCP significantly underperformed the peers Starboard itself selected, the broader market, and Huntsman Huntsman – 123% Huntsman delivered > 7.2x over the same Starboard-selected pe
Slide 40: Conclusion
Conclusion
Slide 41: Huntsman Aggressively And Successfully Transformed The Portfolio, Enhanced The Financial Profile, And Refreshed The Board
Huntsman Aggressively And Successfully Transformed The Portfolio, Enhanced The Financial Profile, And Refreshed The Board 1 A. Exited volatile commodity businesses, made organic investments, and targeted bolt-on acquisitions in differentiated markets Transformational Strategy to Deliver Higher Margi
Slide 42: Protect Your Investment. Reject Starboard's Risky Agenda.
Protect Your Investment. Reject Starboard’s Risky Agenda. Vote the WHITE Proxy Card FOR Huntsman’s Proposals 9 1) Re-Elect All of Huntsman’s Directors 9 2) Approve Say-on-Pay Proposal 9 3) Ratify Auditors 42
Slide 43: Appendix
Appendix
Slide 44: Our Qualified Board's Bios
Our Qualified Board’s Bios Executive Leadership & Strategy Perspective of Long-Term Shareholder Peter Huntsman Cynthia Egan Chairman, President, and CEO of Huntsman Vice Chair & Lead Independent Director of Huntsman Joined Board in 2004 Nominating & Corporate Governance Chair Elected Chairman in 201
Slide 45: Our Qualified Board's Bios (Cont.)
Our Qualified Board’s Bios (Cont.) Global Finance Expertise Audit & Risk Management Expertise Sonia Dulá Jeanne McGovern Former Vice Chair, Latin America, at Former Partner of Deloitte & Touche Bank of America Merrill Lynch Audit Committee Chair Compensation Committee Chair Joined Board in 2021 Join
Slide 46: Our Qualified Board's Bios (Cont.)
Our Qualified Board’s Bios (Cont.) Leadership and Cyber Security Expertise Drove Balance Sheet Transformation Retired Vice Admiral Jan Tighe Dr. Mary Beckerle Former Vice Admiral for the U.S. Navy Academic and Research Scientist and CEO of the Huntsman Cancer Institute at the University of Utah Sust
Slide 47: Our Qualified Board's Bios (Cont.)
Our Qualified Board’s Bios (Cont.) Financial & Portfolio Expertise Leadership in Differentiated Chemicals Curtis Espeland Daniele Ferrari Former Executive Vice President and CFO of Former CEO of Versalis Eastman Chemical Joined Board in 2018 Joined Board in 2022 Provides highly-relevant financial an
Slide 48: Our Qualified Board's Bios (Cont.)
Our Qualified Board’s Bios (Cont.) Key Markets & Operational Expertise Operational & Branding Expertise José Muñoz David Sewell COO of Hyundai Motor Company and President President and CEO of WestRock and CEO of Hyundai Motor America Joined Board in 2022 Joined Board in 2022 Provides operational exp
Slide 49: Huntsman Extracted Significant Value From Its TiO2 Business
Huntsman Extracted Significant Value From Its Ti02 Business - But Multiple Attempts To Sell The Remainder After The End Of Its IPO Lockup Were Undercut By A Sharp Decline In TiO2 Economics 30.4 IPO & Secondary Venator Share Price Performance since IPO Huntsman Lock Up Periods 180 + 90 Days VNTR Proc
Slide 50: Starboard's Operating Peer Analysis Is Simply Incorrect
Starboard’s Operating Peer Analysis Is Simply Incorrect Huntsman 2021 Revenue – $8.5BN • Neither Eastman nor Celanese is a direct competitor of $35MM (0.4%) only direct Huntsman. This is competition with Eastman simply a convenient and lazy narrative from Starboard. • Huntsman competes against Eastm
Slide 51: Huntsman Repeatedly Attempted To Avert A Pointless Proxy Fight, Despite Starboard's Lack Of Engagement
Huntsman Repeatedly Attempted To Avert A Pointless Proxy Fight, Despite Starboard’s Lack Of Engagement Huntsman Initiatives Starboard Responses 2021 Sept 27 8 Filed 13D disclosing 8.4% stake Oct 25 9 Met with Starboard representatives at Huntsman headquarters Nov 1 9 Call between Investor Relations
Slide 52: Huntsman – Segment Overview
Huntsman – Segment Overview Revenue Adj. EBITDA Adj. EBITDA Margin End Markets Peers • Energy-saving insulation, $879 $5,019 light-weighting, and $3,911 $3,584 $548 $472 17.5% performance materials for 14.0% 13.2% Polyurethanes automotive, comfort foam for bedding and furniture, protective coatings,
Slide 53: Huntsman Is Well-Positioned To Create Sustainable Long-Term Shareholder Value In 2022 And Beyond
Huntsman Is Well-Positioned To Create Sustainable Long-Term Shareholder Value In 2022 And Beyond Grow Differentiated Improve Adj. EBITDA Margin • High return and differentiated • Unrelenting pricing excellence growth projects • Cost optimization and synergies • Up-value portfolio through accretive M
Slide 54: Forward-looking Statements & Non-GAAP Financial Measures
Forward-looking Statements & Non-GAAP Financial Measures Forward Looking Statements This presentation includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements include