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Larry Robbins, CEO 19 th Annual Ira Sohn Investment Conference May 5, 2014 Wow, Thats Cheap! Gotta Stick to the Fundamentals We Want (and He Needs) the.

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Presentation on theme: "Larry Robbins, CEO 19 th Annual Ira Sohn Investment Conference May 5, 2014 Wow, Thats Cheap! Gotta Stick to the Fundamentals We Want (and He Needs) the."— Presentation transcript:

1 Larry Robbins, CEO 19 th Annual Ira Sohn Investment Conference May 5, 2014 Wow, Thats Cheap! Gotta Stick to the Fundamentals We Want (and He Needs) the Cup! 0 Slides available at

2 MAY 2014 L EGAL D ISCLAIMER THIS PRESENTATION DOES NOT CONSTITUTE AN OFFER TO SELL NOR THE SOLICITATION OF AN OFFER TO BUY ANY INTEREST IN ANY INVESTMENT FUND MANAGED BY GLENVIEW CAPITAL MANAGEMENT, LLC (GLENVIEW). SUCH OFFER OR SOLICITATION MAY ONLY BE MADE BY DELIVERY OF THE APPLICABLE FUNDS OFFERING DOCUMENTS, INCLUDING A PRIVATE PLACEMENT MEMORANDUM, APPLICABLE SUBSCRIPTION DOCUMENTS, APPLICABLE GOVERNING DOCUMENTS AND GLENVIEWS FORM ADV PART 2, ALL OF WHICH MUST BE READ IN THEIR ENTIRETY. EACH FUNDS OFFERING DOCUMENTS CONTAIN A DESCRIPTION OF THE MATERIAL TERMS OF THE FUND, INCLUDING, WITHOUT LIMITATION, RISK FACTORS AND CONFLICTS OF INTERESTS RELATING TO THE FUND AND GLENVIEW. AMONG OTHER THINGS, THE RISK FACTORS PROVIDE THAT: AN INVESTOR MAY LOSE ALL OR PART OF ITS INVESTMENT, PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS, THE FUNDS MAY NOT ACHIEVE THEIR INVESTMENT OBJECTIVES, THE FUNDS MAY UTILIZE LEVERAGE, AND THERE ARE RESTRICTIONS LIMITING AN INVESTORS ABILITY TO REDEEM OR TRANSFER ITS INVESTMENT IN THE FUNDS. ANY OFFERING WILL BE MADE ON A PRIVATE PLACEMENT BASIS TO A LIMITED NUMBER OF ELIGIBLE INVESTORS WHO MEET THE SUITABILITY REQUIREMENTS RELATING TO AN INVESTMENT IN THE APPLICABLE FUND AND WHO ARE WILLING AND ABLE TO CONDUCT AN INDEPENDENT INVESTIGATION OF THE RISKS INVOLVED. THE INFORMATION CONTAINED HEREIN WILL BE SUPERSEDED IN ITS ENTIRETY BY THE APPLICABLE FUNDS OFFERING DOCUMENTS. THE INVESTMENT FUNDS MANAGED BY GLENVIEW (EACH, A FUND, TOGETHER THE FUNDS) MAY HAVE POSITIONS IN THE SECURITIES OF COMPANIES REFERENCED IN THIS PRESENTATION. THESE PORTFOLIOS ARE ACTIVELY MANAGED AND ANY SECURITIES DISCUSSED HEREIN MAY OR MAY NOT BE HELD IN THE PORTFOLIOS AT ANY GIVEN TIME. THE SECURITIES DISCUSSED HEREIN DO NOT REPRESENT AN ENTIRE PORTFOLIO OF A FUND AND IN AGGREGATE MAY ONLY REPRESENT A SMALL PERCENTAGE OF A FUNDS HOLDINGS. SPECIFIC SECURITIES HIGHLIGHTED HEREIN HAVE BEEN SELECTED TO ILLUSTRATE GLENVIEWS INVESTMENT APPROACH AND ARE NOT INTENDED TO REPRESENT THE FUNDS PERFORMANCE NOR HAVE THEY BEEN SELECTED ON THE BASIS OF PERFORMANCE OR ANY PERFORMANCE-RELATED CRITERIA. NOTHING CONTAINED HEREIN SHALL CONSTITUTE AN ADVERTISEMENT, A SOLICITATION, RECOMMENDATION OR ENDORSEMENT TO BUY OR SELL ANY SECURITY OR OTHER FINANCIAL INSTRUMENT REFERENCED IN THIS PRESENTATION. ANY PROJECTIONS, TARGETS OR ESTIMATES IN THIS REPORT ARE FORWARD LOOKING STATEMENTS AND ARE BASED ON GLENVIEWS RESEARCH, ANALYSIS, OPINIONS AND ASSUMPTIONS MADE BY GLENVIEW. THERE CAN BE NO ASSURANCE THAT SUCH PROJECTIONS, TARGETS OR ESTIMATES WILL OCCUR AND THE ACTUAL RESULTS MAY BE MATERIALLY DIFFERENT. PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS. THE FUNDS HAVE NOT BEEN APPROVED BY OR LICENSED OR REGISTERED WITH ANY LICENSING AUTHORITY OR GOVERNMENTAL AGENCY. THE INFORMATION CONTAINED IN THIS PRESENTATION IS FOR DISCUSSION AND INFORMATIONAL PURPOSES ONLY AND IS BEING FURNISHED ON A CONFIDENTIAL BASIS TO A LIMITED NUMBER OF ELIGIBLE INVESTORS. NO PORTION OF THIS PRESENTATION MAY BE COPIED, REPRODUCED, REPUBLISHED OR DISTRIBUTED IN ANY WAY WITHOUT THE EXPRESS WRITTEN CONSENT OF GLENVIEW. THIS PRESENTATION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT TO BE RELIED UPON AS INVESTMENT, LEGAL, TAX OR FINANCIAL ADVICE. ANY PROSPECTIVE INVESTOR MUST CONSULT WITH HIS OR HER INDEPENDENT PROFESSIONAL ADVISORS AS TO THE LEGAL, TAX, FINANCIAL OR OTHER MATTERS RELEVANT TO THE SUITABILITY OF AN INVESTMENT IN ANY INTEREST IN ANY INVESTMENT FUND MANAGED BY GLENVIEW. FOR IMPORTANT ADDITIONAL DISCLOSURES, PLEASE REFER TO PAGES OF THIS PRESENTATION.

3 MAY 2014 S O N ICE W E LL S AY I T T WICE Plain English Legal Disclaimer IN ORDER TO ENHANCE CURRENT AND PROSPECTIVE INVESTOR UNDERSTANDING OF OUR PROCESS, APPROACH AND VIEWS, THIS PRESENTATION INCLUDES DETAILED DISCUSSIONS REGARDING SELECTED POSITIONS IN OUR FUNDS PORTFOLIOS. IN DOING SO, WE HOPE THIS TRANSPARENCY ENHANCES YOUR UNDERSTANDING OF OUR VIEWS ON THE INVESTMENT OPPORTUNITIES WE SEE IN THE MARKETPLACE AND WHY WE HAVE POSITIONED THE FUNDS PORTFOLIOS THE WAY WE HAVE. WITH SUCH INFORMATION AVAILABLE TO YOU, WE BELIEVE CURRENT AND PROSPECTIVE INVESTORS ARE BETTER INFORMED AND EQUIPPED TO CHALLENGE OR DILIGENCE OUR VIEWS AND APPROACH TO DETERMINE WHETHER AN INVESTMENT IN A FUND IS CONSISTENT WITH THE MANDATE OF EACH INDIVIDUAL INVESTOR. AS OUR FOCUS IS ON CURRENT POSITIONS, WE NATURALLY HAVE A CONSTRUCTIVE BIAS TO THESE COMPANIES, WHICH INVESTORS SHOULD WEIGH IN DETERMINING THEIR OWN VIEWS ON OUR APPROACH AND THE FORWARD RETURN OPPORTUNITIES OF THE FUNDS. AS THE LEGAL DISCLAIMERS MAKE CLEAR, WE ARE NOT DISCUSSING POSITIONS TO HIGHLIGHT THOSE THAT HAVE PERFORMED WELL FOR US. BY AND LARGE THE HIGHLIGHTED POSITIONS ARE CURRENT PORTFOLIO POSITIONS AND THEIR PERFORMANCE REMAINS TO BE SEEN. WE HAVE ALWAYS HAD A MIX OF WINNERS AND LOSERS AND EXACTLY HOW THESE POSITIONS PERFORM OVER TIME WILL BE JUDGED WITH TIME. TO UNDERSTAND THE PAST PERFORMANCE OF OUR FUNDS, YOU SHOULD REFER TO THE TABLES IN THE APPENDIX WHERE WE LAY OUT THE MONTHLY PERFORMANCE OF OUR FUNDS SINCE INCEPTION. WE HAVE ALSO INCLUDED A SECTION THAT SHOWS OUR TOP 5 WINNERS AND BOTTOM 5 LOSERS DURING THE LAST FULL CALENDAR YEAR TO PROVIDE YOU WITH ENHANCED TRANSPARENCY. OF COURSE, THIS WOULDNT BE A DISCLAIMER, IF WE DIDNT REMIND YOU THAT OUR PAST PERFORMANCE IS NOT AN INDICATOR OF HOW WE WILL DO IN THE FUTURE. NONETHELESS, OUR ACTUAL PERFORMANCE SHOULD BE YOUR GUIDE FOR HOW WEVE DONE IN THE PAST, NOT THE PERFORMANCE OF INDIVIDUAL SECURITIES. WE RECOGNIZE THAT THESE MATERIALS ARE DETAILED AND SOMEWHAT OPINIONATED. WE HAVE DESIGNED THEM THAT WAY SO YOU CAN UNDERSTAND WHY WE ARE ENTHUSIASTIC ABOUT CERTAIN OPPORTUNITIES AND WHAT INFORMS OUR MARKET OUTLOOK. IN OUR VIEW, TRANSPARENCY IS PARAMOUNT AND WE HOPE THAT THESE MATERIALS SERVE AS A USEFUL GUIDE AS YOU EVALUATE WHETHER AN INVESTMENT IN OUR FUNDS IS APPROPRIATE FOR YOU.

4 PAGE 3 T IME O UT : W HAT S THE P LAY ? The Winning Playbook 1 Perceived Bad Guys May Be Great Teammates HMOs, GMOs, and Hedge Fund CEOs 2 Make the Easy Play Secular Growth in Healthcare and Agriculture 3 Ignore the Crowd Noise and Focus Watch Fundamentals Closely 4 Give Yourself Multiple Chances to Win Convertible Equities 5 110% Effort Respectful Shareholder Engagement Long Investment Ideas Humana WellPoint Monsanto (HUM: $109) (WLP: $101) (MON: $112) The Best Things About May: 1. 1.March and April are over 2. 2.Stanley Cup Playoffs 3. 3.The Sohn Investment Conference

5 Year Stage FED Tightening GoldilocksTech Wreck Credit-fueled Expansion System FailureConvergence Market Multiple 1 15x 13x13x 26x26x 15x15x 17x17x 12x12x 16x and counting S&P 500 Performance 2 (2%)26.2% per annum(40%)10.8% per annum(7%) 22.5% per annum and counting Conditions 7 Fed hikes in one year 4% GDP growth 1% inflation Internet growth Compressed multiples moved to irrational exuberance Tech bubble burst Y2K unwind 9/11 Enron/ WorldCom frauds Credit crunch Commercial credit repair Consumer credit indulgence Global growth China/Dubai LBO craze Activism Mortgage crisis Too big to fail repealed Credit Freeze Eurozone periphery crisis Mortgage fraud US AAA downgrade Risk Averse/Capital Hoarding Recoupling of financial assets to their intrinsic value Large scale M&A Capital deployment Activism Capital deployment drives EPS growth PAGE 4 T HE B IG P ICTURE 1. 1.While theres risk in the world, we arent in systemic crisis 2. 2.More times than not, the environment stays the same one year to the next 3. 3.Conditions are favorable for fundamental long investing over the medium term 1. 1.While theres risk in the world, we arent in systemic crisis 2. 2.More times than not, the environment stays the same one year to the next 3. 3.Conditions are favorable for fundamental long investing over the medium term 1 Market multiples sourced from Baseline. ² S&P 500 Performance reflects (i) total price return for periods of negative performance and (ii) annualized price return for periods of positive performance. Please refer to pages for important disclosures regarding the use of forward-looking statements, opinions and projections in this presentation. In addition, certain statements contained herein are based on Glenviews research, analysis, opinions and assumptions made by Glenview, which may not prove to be accurate or correct.

6 P REVIOUSLY, O N THE L AST 104 W EEKS E PISODES …. May 2012May 2014Comments Systemic Risk High European Uncertainty LowOMT, Germany stepped up 3 Stock Correlations 0.75 all risk on/off 0.55 stock pickers market S&P (12.7x)1884 (16.1x)+45% 10-Year Treasuries1.76%2.58%Tapering now ½ done High Yield Bonds7.9%5.6%Debt cheap and available Corporate BoardsHoarding cashDeploying cashSuccess with Buybacks/M&A M&A LTM 1 $463B$798BAcquirers being rewarded Annual Share Repurchase 2 $366B$518B+41% EngagementLittle / None Strong across all market caps Unprecedented Wave Mats Zuccarello & Carl Hagelin AHL/NHL Round 2 Playoffs, 1 st / 9 th leading scorers Lockout / Workout / Worked Out! PAGE 5 1 Source: Strategas Group. 2 Represents Q and Q annualized day correlation amongst S&P 500 stocks (each stock in index correlated to one another) is sourced from Strategas S&P 500 Rolling 250-Day Correlation

7 D RIVERS OF C ONVERGENCE We believe the fundamental backdrop for equity based investing strategies is constructive based upon the following factors: Leg 1: Cheap ValuationsLeg 2: Excess Cash Leg 3: Exceedingly Low Borrowing CostsLeg 4: Shareholder Engagement 1 US Non-Financial Corps. Cash % Total Assets % Total Assets (4Q13 is most recent data) 2014 P/E2015 P/E10 Yr Range Glenview x S&P x S&P 500 Internet Retail x PAGE 6 1 Examples of Shareholders Engagements. Data sourced from Strategas and Glenview figures. Please refer to pages for important disclosure on highlighted securities, benchmark comparisons, performance data and forward looking statements, opinions and projections.

8 F ROM D RIFT U P TO L IFT U P 2H 2012 & all of & beyond Lower Systemic Risk Valuation rebounded from lows Modest 6% earnings growth Capital Deployment Corporate actions / M&A Accelerated earnings Strengthening economy Potential for continued P/E restoration Board, Management and Owners must lift up Excess returns achievable but work needed Increased focus on contrarian ideas Stocks drifted up 2/3 of index return from multiple enhancement ResultsDrivers Company SaleShare RepurchaseAccretive M&APortfolio RestructuringManagement ChangeActivist Engagement Convertible Equity = Cheap, Defensive Secular Growth + Call Options on: Opportunity Set - Convertible Equities A fictional concept that describes a low risk base business with one or more call options on value accelerants to lift up an ordinary investment return to an extraordinary return Hard Work and Good Decisions Will Differentiate PAGE 7 Please refer to pages for important disclosures regarding the use of forward-looking statements, opinions and projections in this presentation. In addition, certain statements contained herein are based on Glenviews research, analysis, opinions and assumptions made by Glenview, which may not prove to be accurate or correct.

9 PAGE 8 E VERYMAN S T RASH IS G LENVIEW S T REASURE Past and Present Sohn Conference Contrarian Longs What was said vs. Glenviews viewResultsReturns Long Express Scripts (ESRX) PBMs are fraudulent middlemen vs. PBMs reduce pharma costs Pharma Inflation: 12% 2% 7.5x over 10 years Long McKesson (MCK) Distributors cant survive business model changes vs. Pills in 06 EPS up 5x in 10 years Outperformed SPX by 293% Long Hospitals – Tenet Healthcare (THC) Obamacare will damage Hospitals vs. More coverage = more revenues, shareholders will be rewarded Consolidation Repurchase Reform Uplift 2x and climbing Long Managed Care Companies – Humana (HUM), WellPoint (WLP) (we own more than these two) HMOs are the problem with healthcare vs. HMOs reduce costs, shareholders will be rewarded Strong basis for optimism We see excess returns Long Monsanto (MON) GMOs will fall out of favor vs. GMOs are the only answer to growing food yields Strong basis for optimism We see excess returns Securities highlighted in this slide have been selected to illustrate Glenviews investment approach and/or market outlook and are not intended to represent the Funds performance or be an indicator for how the Funds have performed or may perform in the future. These examples have been selected solely for this purpose and have not been selected on the basis of performance or any performancerelated criteria. In addition, certain statements contained herein are based on Glenviews research, analysis, opinions and assumptions made by Glenview, which may not prove to be accurate or correct. Please refer to pages for important disclosures regarding the use of highlighted securities and the use of forward looking statements, opinions and projections in this presentation.

10 PAGE 9 HMO S : D ON T L ET THE F ACTS G ET IN THE W AY OF A G OOD A RGUMENT Myth 1: We right now give $15 billion every year as subsidies to private insurers under the Medicare system. It doesnt work any better through these private insurers; they just skim off $15 billion. That was a giveaway. - President Obama, Sep 2008 Entire Net Income of Public For-Profit HMO Industry HMO ProfitsUS Healthcare Spending E E $10B$14B$1,377B$2,600B$4,416B A Single-Payor System would be more efficient than the Big Bad Private HMOs Through consumer choice and policy decisions, government has increasingly transferred more business to the private sector: HMOs Profits are the reason healthcare costs are too high Myth 2: Mythbuster: Whats hard is what millions of families and small businesses are going through because we allow the insurance industry to run wild in this country. - President Obama, Mar E HMO Profits as a % of Healthcare Spending National Medicare Advantage Penetration: 2010: 24% 2014: 30% Source: CMS, Kaiser Family Foundation, Credit Suisse. Please refer to pages for important disclosures regarding the use of forward-looking statements, opinions and projections in this presentation. In addition, certain statements contained herein are based on Glenviews research, analysis, opinions and assumptions made by Glenview, which may not prove to be accurate or correct. HMO Profits ~0.4% US Healthcare Spending Medicaid Managed CareManagement of Dual Eligibles Expansion or adoption since 2011 States pursuing Duals demos Actions speak louder than words Plus – ACA Medicaid Expansion

11 PAGE 10 H OW D O W E K NOW HMO S ARE H ATED ? M ULTIPLE W AYS ! NTM P/E Multiples HC Services 12% (2%) (3%) 8% (6%) Managed Care 1 (6%) (4%) 11.7X S&P 500Healthcare IndexPharmaBiotechMed TechHCIT HMOs are ABSOLUTELY Cheap 2015 Multiples 2 WLP Bull Case Managed Care Average 1 Healthcare Index HUM Bull Case 1 Large cap managed care firms (UNH, CI, AET, WLP) excluding HUM. 2 Multiples based on consensus and GCM 2015 EPS estimates. Please refer to pages for important disclosures regarding the use of forward-looking statements, opinions and projections in this presentation. In addition, certain statements contained herein are based on Glenviews research, analysis, opinions and assumptions made by Glenview, which may not prove to be accurate or correct. Jun 2007 Oct 2008 Today (18%) Jun 2007 Oct 2008 Today Jun 2007 Oct 2008 Today Jun 2007 Oct 2008 Today Jun 2007 Oct 2008 Today Jun 2007 Oct 2008 Today Jun 2007 Oct 2008 Today Jun 2007 Oct 2008 Today HMOs only group yet to recover

12 D IDN T THE A FFORDABLE C ARE A CT H URT HMO S ? Y ES, BUT T HEY ARE H EALING W ELL … 1 Bureau of Labor Statistics, WLP estimates. 2 Historical data based on the JPM AA-rated JULI index. Projected AA yields are based on the current JPM AA-rated JULI index spread + the 7-year US Treasury forward curve. 3 Accenture 2013 report on Private Exchanges. Please refer to pages for important disclosures regarding the use of forward-looking statements, opinions and projections in this presentation. In addition, certain statements contained herein are based on Glenviews research, analysis, opinions and assumptions made by Glenview, which may not prove to be accurate or correct. Sources of Pain: Let the Healing Begin: Interest Rates 2 – Historical & Projected AA Corporate Yields – 1-2%/year EPS tailwind 1-2%/year EPS headwind projected Unemployment Commercial Enrollments (5%) Commercial Enrollments +9% ~2% per year Employment Rate (%) projected Private Exchanges 3 CAGR : 151% Members (M) – Projected Adoption – PAGE 11

13 Strong Secular Growth Enrollment +3% driven by population, employment, newly insured Commercial pricing stable with cost trend, Medicare headwinds abating M-HSD% premium growth leading to 13-15% EPS growth before extraordinary returns Medium Term Tailwinds Interest rates, employment, free cash flow deployment Accelerating demographics in MA Room for Multiple Restoration Group 10.6x EPS = return to over 14x over 3 years adds +10% above earnings growth Fresh & Engaged Management Most management teams have new CEO/CFO in last 3 years Levers to Drive Value Balance sheet optimization Repurchase M&A Asset reshuffling Monetizing hidden assets HMO S – F ROM I NVESTOR H ELL TO D OING W ELL The negatives were absorbed or never happened… Leaving a clear road ahead… Single Payor couldnt get traction in 2009 with the Democratic sweep Early read of ACA population is acceptable within risk corridors MLR Floors, MA cuts absorbed in 2011 Managed Care Tax, Dumping absorbed in 2014 PAGE 12 Please refer to pages for important disclosures regarding the use of forward-looking statements, opinions and projections in this presentation. In addition, certain statements contained herein are based on Glenviews research, analysis, opinions and assumptions made by Glenview, which may not prove to be accurate or correct.

14 S INCE THE ACA, A T ALENTED AND F OCUSED W AVE OF N EW L EADERS Title NameDuration (yrs)Prior ExperienceCorporate Actions CEO Joe Swedish1Trinity Health/ Catholic Health Association/ HCA Divested CONTACTS division CFO Wayne DeVeydt7PricewaterhouseCoopers Repurchased >50% of shares outstanding during his tenure Acquired AGP for $4.6B CEO Mark Bertolini3Cigna Acquired Coventry for $7.3B CFO Shawn Guertin1Coventry Health Care Repurchased ~9% of shares outstanding CEO David Cordani4Coopers & Lybrand Acquired HealthSpring for $3.8B PBM outsourcing deal VADB carve-out CFO Tom McCarthy1Kemper Insurance CEO Bruce Broussard1US Oncology/Harbor Dental Hired 3 rd party advisor to investigate opportunities for their PBM CFO Brian KaneStarts June 1Goldman Sachs PAGE 13 Securities highlighted in this slide have been selected to illustrate Glenviews investment approach and/or market outlook and are not intended to represent the Funds performance or be an indicator for how the Funds have performed or may perform in the future. The securities discussed herein do not represent an entire portfolio and in the aggregate may only represent a small percentage of a Funds holdings. Please refer to pages for important disclosures regarding the use of highlighted securities and the use of forward looking statements, opinions and projections in this presentation.

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16 PAGE 15 H UMANA : H EALTHY I NVESTMENT O UTLOOK MA Description Government pays private companies to manage Medicare coverage & develop their own plan designs, which results in richer benefit designs including vision, hearing, & dental care 75% MA / 25% Other Managed Care Attractive Core Waterfall 2015 and Beyond Revenues 9% EBIT 13% EPS 17% Numerous Areas of Upside Optionality PBM Outsourcing Adding leverage for accretive M&A / repurchase Expanding membership from retiree private exchanges, public exchanges, and state-based Duals contracts Long term: Potential acquisition target Overcapitalized 23% to 26% dry powder as % of market cap Cheap and Getting Cheaper Enhanced Focus on Shareholder Value New CEO and CFO focused on driving core value and addressing upside levers SymbolHUM Share Price$ Shares Out156 M Market Cap$17.0 B Parent Cash $0.5 B Debt $2.6 B EV $19.1 B Debt/Cap 22% Dry Powder % of Market Cap % Health Insurance Provider 2014E2015E EPS ~$8>$9 P/E ~14x<12x Financials Data sourced from company materials and Glenviews projections, which may not prove to be accurate or correct. This example has been selected to illustrate Glenviews investment approach and/or market outlook and is not intended to represent the Funds performance or be an indicator for how the Funds have performed or may perform in the future. This example has been selected solely for this purpose and has not been selected on the basis of performance or any performance-related criteria. In addition, certain statements contained herein are based on Glenviews research, analysis, opinions and assumptions made by Glenview, which may not prove to be accurate or correct. Please refer to pages for important disclosures regarding the use of highlighted securities and the use of forward looking statements, opinions and projections in this presentation.

17 T HERE S AN A LARMING O UTBREAK OF O LD P EOPLE As Baby Boomers turn 65, population growth of 65 and over is 3% vs 0.70% national average… Medicare Advantage Penetration of >65 Population (%) Year MA penetration has grown steadily 1 +3% growth/yr And they prefer Medicare Advantage over Straight Fee For Service Medicare… 4x the Growth! And they prefer Humana over other MA providers… Medicare Advantage Market Share (%) Other UHC KFHP AET WLP CIG HUM UHC HUM KFHP AET WLP CIG Other (<100K) 2013 Market Share 1 Other (>100K) HUM share has grown steadily 1 Year Consolidation of plans with <100K members could add 3- 5% growth as smaller rivals exit over next 5-10 years PAGE 16 +5% growth/yr 1 Based on CMS data. Please refer to pages for important disclosures regarding the use of forward-looking statements, opinions and projections in this presentation. In addition, certain statements contained herein are based on Glenviews research, analysis, opinions and assumptions made by Glenview, which may not prove to be accurate or correct.

18 PAGE 17 S ENIORS V OTE FOR MA – E VEN THE CBO G ETS I T 30% % 10-19% 0-10% Share of Medicare Beneficiaries Enrolled in MA 1 High % MA States are Swing States & Populous StatesSenatorsHouse Members% US Electoral College Weighted Average MA % DRDR 30%+ States (18) %37.1% 20%+ States (32) %32.9% States Senate Leadership State with 20%+ MA Swing State with 20%+ MA MA Plans are high-quality & Seniors are very satisfied MA outperformed fee-for-service on 10 of 12 quality measures 2 ~9 out of 10 enrollees are satisfied with every aspect of their MA plan 3 1 Kaiser Family Foundation, Am J Manag Care 16(11): , 2010 and 18(2): , National Survey of Seniors Regarding Medicare Advantage Plans, North Star Opinion Research, Feb Please refer to pages for important disclosures regarding the use of forward-looking statements, opinions and projections in this presentation. In addition, certain statements contained herein are based on Glenviews research, analysis, opinions and assumptions made by Glenview, which may not prove to be accurate or correct Despite ACA cuts, seniors stay in MA & CBO has increased its MA enrollment estimates Projected MA Enrollees (M) CBO 2010 CBO 2012 CBO 2014

19 W HICH A LL A DDS U P TO 10-15% O RGANIC R EVENUE G ROWTH Humana MA Revenue Growth 2015 & Beyond 3% 3-5% % 1-2% = Share Gains Penetration Population Growth 10-15% = HUM Medicare Advantage Members (000) % CAGR Year 9-13% MA growth is inline with recent organic growth……and accelerates the earnings waterfall over time HUM EBIT Growth (%) Year Medicare Advantage Other Consolidated PAGE 18 Calculations are based on Glenviews projections, which may not prove to be accurate or correct. Please refer to pages for important disclosures regarding the use of highlighted securities and the use of forward looking statements, opinions and projections in this presentation.

20 R ELIEVING E LBOW P AIN After 5 years of absorbing rate cuts resulting in no earnings growth, the pig is finally through the python, leading to sustained, defensive growth + convertible options (~2%) (~1%) (~5%) (~3%) About flat 1-2% Phase-In of Medicare Advantage ACA Cuts 1 Annual Rate Increase/Decrease 2 Humana EPS Convertible Options: Option 1 PBM + Option 2 Cash Use / Returns on Cash + Option 3 Retiree Private Exchanges + Option 4 New Markets + Option 5 Long Term Consolidation 15-20% EPS Growth PAGE 19 1 Based on JP Morgan estimates estimated based on Humanas disclosures. Calculations are based on Glenviews projections, which may not prove to be accurate or correct. Please refer to pages for important disclosures regarding the use of highlighted securities and the use of forward looking statements, opinions and projections in this presentation.

21 Integrated medical / Pharmacy Management Formulary Design Clinical program development Sales & marketing Customer facing functions Direct engagement with physicians Management of mail order facilities Ownership of specialty pharmacies O PTION 1: PBM – T IME TO S TEP O N THE S CALE We believe that HUM could outsource parts of its PBM operations to another scale provider to reduce costs & enhance earnings from its PBM operations Scale Matters – Significant Saving Opportunity to Humana Adjusted Rx Volume (Millions) 1 Weve Seen This Movie Before X TBD …We continuously – in fact we're in the process right now of evaluating our cost structure both from a fulfillment point of view and from a purchasing point of view to ensure that we are competitive. We've hired a third-party to do that evaluation and nothing to-date has given us an indication that we need to change that perspective. - CEO Bruce Broussard (March 11, 2014) AET CI 1 CVS includes 890 M prescriptions filled at the pharmacy & 819 M through the PBM. CTRX totals are pro-forma and include CI scripts. Calculations are based on Glenviews projections, which may not prove to be accurate or correct. Please refer to pages for important disclosures regarding the use of highlighted securities and the use of forward looking statements, opinions and projections in this presentation. PAGE 20

22 O PTION 2: D RY P OWDER – T HE G ENERAL C AN F IRE B ACK 22% 25% LBO 40% Old Target of outgoing CFO Max leverage to maintain investment grade as per rating agencies Dry Powder 23-26% Dry Powder 16-19% 2015 Debt / Cap Current Dry Powder 13% 30% 35% While investors continue to value Humana using a rear view mirror, management should aggressively repurchase shares PAGE 21 Data sourced from company materials and Bloomberg. Calculations are based on Glenviews projections, which may not prove to be accurate or correct. Please refer to pages for important disclosures regarding the use of highlighted securities and the use of forward looking statements, opinions and projections in this presentation. In addition, certain statements contained herein are based on Glenviews research, analysis, opinions and assumptions made by Glenview, which may not prove to be accurate or correct.

23 O PTION 3: R ETIREE P RIVATE E XCHANGES – M ORE THAN H OT A IR 10-12M retirees have employer- sponsored health coverage M could move to Private Exchanges in the next 5 years 400k-1.5M of those will likely adopt MA plans: A membership tailwind for MA of up to 9% 0.5-2% Revenue Growth per year, 10-40c EPS Growth Based on current market share, 50k-225k new MA lives for Humana Private Exchange: A marketplace of health insurance & related products open to employees/retirees of a given employer sponsor Large Employers across 8 surveys 1 Actively pursuing 8-10% Near-term adoption 22-28% Retirees on Private Exchanges of AON & Extend Health, two leading managers On MA plans25% PAGE 22 1 Source: Aon 2013 Corporate Exchange Survey, Benfield 2013 Employer Healthcare Reform & Private Exchanges Survey, PwC 2013 Focusing on the Future of Healthcare Benefits Survey, TW 2013 Health Care Changes Ahead Survey, KFF 2013 Employer Health Benefits Survey, Alegeus 2013 Defined Contribution & Private Exchange Survey, Willis Healthcare Reform Survey, PwC 2012 Health & Well-Being Touchstone Survey, International Foundation of Employee Benefit Plans 2013 Employer-Sponsored Health Care Survey, Aon 2012 Retiree Health Care Survey, Aon 2013 Retiree Healthcare Survey. Calculations are based on Glenviews projections, which may not prove to be accurate or correct. Please refer to pages for important disclosures regarding the use of highlighted securities and the use of forward looking statements, opinions and projections in this presentation.

24 O PTION 4: N EW M ARKETS Public ExchangesMedicare/Medicaid Duals 1M public exchange lives would add ~40-80c to EPS Humana Public Exchange Lives (M) Already-won contracts add ~40-60c to EPS Total (CBO)6M13M24M25M HUM Share4% HUM recently won Duals contracts worth $5-7B HUMs long-term target margin for state-based contracts is 3% There are ~9M dual-eligible enrollees, accounting for $250B+ in annual healthcare spending 17 states are running or plan to run demonstration projects to coordinate care for these Duals Lives (M) Project cleared by CMS Proposal pending Considered PAGE 23 Please refer to pages for important disclosures regarding the use of forward-looking statements, opinions and projections in this presentation. In addition, certain statements contained herein are based on Glenviews research, analysis, opinions and assumptions made by Glenview, which may not prove to be accurate or correct.

25 V ALUATION Consistent with the framework of a Convertible Equity we see healthy gains ahead for Humana, with the opportunity for extraordinary returns driven by PBM outsourcing and sound capital deployment. PAGE EMultipleTarget Price% Upside Base Case~$ x$ % + PBM Outsource~$ x$ % + PBM Outsource & Debt/Cap of 35%~$ x$ % Calculations are based on Glenviews projections, which may not prove to be accurate or correct. Please refer to pages for important disclosures regarding the use of highlighted securities and the use of forward looking statements, opinions and projections in this presentation.

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27 PAGE 26 W ELL P OINT : H EALTHY I NVESTMENT O UTLOOK WLP Description Diversified health benefits company providing health, drug, dental, vision benefits including Blue Cross & Blue Shield plans The Blue network as 3x the market share of its next closest rival in the commercial health insurance market, and WLP has dominant 28% share in its markets Attractive Core Waterfall 2015 and Beyond Revenue 6% EBIT 9% EPS 14% Numerous Areas of Upside Optionality PBM asset value Cash EPS Excess subsidiary revenues Adding leverage for accretive M&A/repurchase Overcapitalized ~24-27% dry powder as % of market cap Cheap and Getting Cheaper Enhanced Focus on Shareholder Value New CEO (March 2013), new Head of Government Division, new Chief Strategy Officer, new CIO New Chairman of the Board and 4 new Directors SymbolWLP Share Price$ Shares Out293 M Market Cap$29.5 B Parent Cash $2.0 B Debt $14.5 B EV $41.9 B Debt/Cap 37% Dry Powder % of Market Cap % Health Insurance Provider 2014E2015E EPS ~$9~$10 P/E ~11x~10x Financials Data sourced from company materials and Glenviews projections, which may not prove to be accurate or correct. This example has been selected to illustrate Glenviews investment approach and/or market outlook and is not intended to represent the Funds performance or be an indicator for how the Funds have performed or may perform in the future. This example has been selected solely for this purpose and has not been selected on the basis of performance or any performance-related criteria. In addition, certain statements contained herein are based on Glenviews research, analysis, opinions and assumptions made by Glenview, which may not prove to be accurate or correct. Please refer to pages for important disclosures regarding the use of highlighted securities and the use of forward looking statements, opinions and projections in this presentation.

28 PAGE 27 W HO D OESN T L OVE O PTIONS ? WellPoint = All the benefits of the base case for HMOs, trading at 10x 2015 earnings + Option 1 PBM Options in Option 2 Move to Cash Earnings to conform to Buffett Math + Option 3 Excess Capital Deployment + Option 4 Rising Interest Rates + Option 5 Duals Opportunity + Option 6 Medicaid Expansion Please refer to pages for important disclosures regarding the use of forward-looking statements, opinions and projections in this presentation. In addition, certain statements contained herein are based on Glenviews research, analysis, opinions and assumptions made by Glenview, which may not prove to be accurate or correct.

29 PAGE 28 S O N ICE, L ET S S ELL I T T WICE Options to Unlock PBM Value which could happen as early as 2017: Improve terms of the current outsourcing arrangement with incumbent (ESRX) or another PBM, closer to comparable recent transactions Achieving terms similar to AET/CVS (2010) or CI/CTRX (2013) would add ~$750M to WLP EBIT (+19%) On reduced share count in 2019, this will add approximately $2 in EPS or $26-28 in future value I. Improved Terms Receive another up-front payment to renew the long-term lease on the outsourced PBM from the incumbent or another PBM ESRX paid $4.7B for the contract in Dec 2009 A new deal could be worth >$5B in 2017 (+16% of WLP market cap after taxes) II. Up-Front Payment Bring the PBM in-house (like UNH) We believe this option is least likely In 2009, WLP announced the sale of their PBM assets and operations for the next 10 years to Express Scripts for $4.7B Thus, in Dec they reclaim their PBM Investors value WLP PBM at zero. In 2019, we believe its worth $25-30 per share or $15 in present value today. III. In-Source Calculations are based on Glenviews projections, which may not prove to be accurate or correct. Please refer to pages for important disclosures regarding the use of highlighted securities and the use of forward looking statements, opinions and projections in this presentation.

30 PAGE 29 B UFFETT S R IGHT G OODWILL D OESN T A MORTIZE Companies should be valued based on Cash EPS (excl. acquisition amortization) when this metric is a more accurate reflection of FCF/share than GAAP EPS Several Healthcare companies have switched to Cash EPS in recent years, including… …and we think it is the right metric for WLP too Subsidiary Dividends Last Five Years Cash Net Income = >120% Switching to Cash EPS would add ~$0.50 (+6%) to WLP EPS Calculations are based on Glenviews projections, which may not prove to be accurate or correct. Please refer to pages for important disclosures regarding the use of highlighted securities and the use of forward looking statements, opinions and projections in this presentation.

31 D RY P OWDER – T HE P ENDULUM H AS M ORE R OOM TO S WING 37% LBO 45% Max leverage to maintain investment grade as per rating agencies Dry Powder 27% Dry Powder 19% 2015 Debt / Cap Current Excess reserves at subsidiaries = 6% of market cap 43% Dry Powder 24% PAGE 30 Data sourced from company materials and Bloomberg. Calculations are based on Glenviews projections, which may not prove to be accurate or correct. Please refer to pages for important disclosures regarding the use of highlighted securities and the use of forward looking statements, opinions and projections in this presentation. In addition, certain statements contained herein are based on Glenviews research, analysis, opinions and assumptions made by Glenview, which may not prove to be accurate or correct.

32 PAGE 31 O THER O PTIONS & T ARGET P RICE Calculations are based on Glenviews projections, which may not prove to be accurate or correct. Please refer to pages for important disclosures regarding the use of highlighted securities and the use of forward looking statements, opinions and projections in this presentation. Interest Rates Duals Medicaid Expansion Interest rate increase of 280 bps based on the forward curve would worth $0.70 (+8%) to earnings power by 2018 CBOs current schedule for Duals would be worth ~$0.60 (+7%) to earnings power by 2018 If all of WLPs states were to expand Medicaid today, it would be worth up to $0.30 (+4%) to earnings power 2015EMultipleTarget Price% Upside Base Case~$ x$ % + Cash EPS>$ x$ % + New PBM Deal~$ x$ % + Debt/Cap of 45%>$ x$ % + All 3 of the Above>$ x$ %

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34 F EEDING 9 B ILLION P EOPLE 1 in 7 people today do not have access to sufficient protein and energy in their diet, and even more suffer from malnourishment 1 The Inescapable Facts: Between population growth and per capita consumption trends, food demand will nearly double by Arable land is a finite resource 1 State of Food Insecurity in the World, Food and Agricultural Organization of the United Nations. 2 Food Security: The Challenge of Feeding Nine Billion People, Godfray, H.C. et al., Science 327, (2000). 3 Food and Agricultural Organization of the United Nations. 4 Tilman et al. Global Food and the Sustainable intensification of agriculture Proc. Natl. Acad. Sci. USA. 108 (2011). Calculations are based on Glenviews projections, which may not prove to be accurate or correct. Please refer to pages for important disclosures regarding the use of highlighted securities and the use of forward looking statements, opinions and projections in this presentation Global Population & Food Consumption 3,4 Arable Land 1.4 B Hectares Global Population (B) Global Food Consumption (M kcal per day) ~1.5 B Hectares 60%–100% Growth in Calories is Needed 6.8 B 9.5 B Low estimate High estimate Population PAGE 33

35 H OW TO F EED THE W ORLD …W ITHOUT D ESTROYING I T GMO seeds are the worlds best option for sustainably meeting demand Food Inflation Environmental Impact Structural Limit High grain prices need for ROIC Comes from deforestation Stresses water supply Can help with efficiency But, cap. intensive w/ quest. ROIC Government restrictions Infrastructure lacking Saturation in developed world Credit limits in emerging markets Limits on application rates Small % of farmer costs Seed prices increase with yields Studies say no negative impact Lower usage of toxic chemicals Drought-tolerance reduces H 2 0 req. Quick adopt. when govt not in way No capital or credit limitations Increase Arable Land Option #1 Capital Equipment Option #2 Fertilizer & Chemicals Option #3 GMO Seeds Option #4 Toxic Issues Positive impact on yield But, incr. costs at extreme prices Increased fuel and emissions PAGE 34 Please refer to pages for important disclosures regarding the use of highlighted securities and the use of forward looking statements, opinions and projections in this presentation.

36 PAGE 35 S EPARATING F ACT F ROM F ICTION GMOs are meddling with Mother Nature Fiction GMOs are unsafe Seed manufacturers benefit at the expense of farmers and society Fact Around 8500 BC people started breeding the desirable traits of wild plants into their crops to increase yields… its called farming The WHO, the AMA, the U.S. National Academy of Sciences, the British Royal Society, and every other respected organization that has examined the evidence has come to the same conclusion: consuming foods containing ingredients derived from GM crops is no riskier than consuming the same foods containing ingredients from crop plants modified by conventional plant improvement techniques. - American Association for the Advancement of Science, October 2012 MON earns a 25% incentive fee Revenues go up proportional to higher yields their products create Yield & Insecticide Use (Indexed, 1996 = 100) Value to the Farmer U.S. Corn & Soy Since the Launch of GMO 1 Yield data per USDA. 2 Benbrook: Impacts of genetically engineered crops on pesticide use in the U.S. – the first sixteen years. Environmental Sciences Europe :24. Calculations are based on Glenviews projections, which may not prove to be accurate or correct. Please refer to pages for important disclosures regarding the use of highlighted securities and the use of forward looking statements, opinions and projections in this presentation. 72% decrease in insecticide usage² 23% increase in yields¹

37 PAGE 36 M ONSANTO : A LL THE T RAITS OF A G REAT I NVESTMENT Data sourced from company reports. Debt is pro forma for $1.0B of debt issued subsequent to FY2013 related to acquisition of Climate Corporation. Calculations based on Glenviews projections, which may not prove to be accurate or correct. Please refer to pages for important disclosures regarding the use of highlighted securities and the use of forward looking statements, opinions and projections in this presentation. P/ECY 2014ECY 2015E With current capitalization 19x15x Pro forma at 2.5x Debt/EBITDA 17x12x SymbolMON Share Price$ Shares Out 533M Market Cap$59.7B Cash $3.8B Debt $3.2B EV $59.0B Net Debt/EBITDA (0.1x) Dry Powder % of Market Cap $15.8B 27% Seed & Trait Manufacturer CAGR Revenue Growth 9% EBIT Growth21% EPS Growth24% 2014E2015E EPS ~$6~$7 P/E 19x15x Financials Great Business Seeds and Traits (80% of profit) Defensive, recurring, acyclical Attractive Core Waterfall Revenues 7% GP 8% EBIT 12% EPS 15% Numerous Upside Levers Near-term: COGS, LatAm Soy Medium-term: Greater Yield, New Traits, DD Pricing Long-term: Precision Farming Massively Overcapitalized 27% to 56% dry powder Cheap and Getting Cheaper Enhanced Focus on Shareholder Value

38 High recurring revenue 70% seed and traits is non-discretionary Dominant share and presence Subject to weather not economic cycles N OT TO S OUND D EFENSIVE, B UT I TS G ROWTH I S O RGANIC Monsantos franchise and defensive characteristics are on par with the best 'large moat' businesses: Cell Towers Pharmaceutical Services Online Search, Shopping & Travel Massive barriers to entry: Seed shares are perpetual local monopolies based upon historical use Each year of efficient breeding grows yields by 3% Without a time machine, uncatchable lead Traits are progressively stacked and again winners create winners – seed industry must license MON traits Taken together, this creates attractive and defensive organic core growth Revenues 7% GP 8% EBIT 12% EPS 15% PAGE 37 Data is sourced from company materials. Calculations based on Glenviews projections, which may not prove to be accurate or correct. Please refer to pages for important disclosure regarding the use of highlighted securities and the use of forward looking statements, opinions and projections in this presentation.

39 S TACKING G ROWTH ON G ROWTH PAGE 38 MON EPS Growth 1 Several natural disasters have led to a buildup of extraordinary costs which should unwind in coming years $1,507 $1,796 $1,941 $2,225 $2,668 Extra Costs 10% to 20% of EPS COGS Relief South America 120M acres $0 revenue today South America 120M acres $0 revenue today North America 80M acres $1.7B Revenue today (11% of total) North America 80M acres $1.7B Revenue today (11% of total) LatAm Soy with $1.75 of EPS by 2017 LatAm Soy Launch Accelerating Yields Corn Demand Will Nearly Double…Acres Will Not Corn Demand Bushels Harvested (B) Hectares Planted (B) Yields must grow 75% by 2030 to feed the world 2% yield CAGR must accelerate to 3% Year MON Provides the Solution Future: 3% Yield = 9% MON Pricing = 15% EPS CAGR Indexed to 2003 MON Price 8% CAGR Corn Yields 2% CAGR Increase in MON Price ($/Acre) Increase in Yield (bu/Acre) Value to the $4.50 Corn ROI to the farmer $108 bu$36260% U.S. Drought Resistant Corn (launched 2013) South American Corn Trade-up (launched 2012) Brazil: Singles to Doubles Argentina: Doubles to Triples New Traits DD paying more for MON traits To protect margin, they need to raise price Ironically, this also helps MON soy seed pricing 1-2% pricing uplift DuPont price increases in Soy create competitive halo Data sourced from company materials and Glenviews projections, which may not prove to be accurate or correct. This example has been selected to illustrate Glenviews investment approach and/or market outlook and is not intended to represent the Funds performance or be an indicator for how the Funds have performed or may perform in the future. This example has been selected solely for this purpose and has not been selected on the basis of performance or any performance-related criteria. In addition, certain statements contained herein are based on Glenviews research, analysis, opinions and assumptions made by Glenview, which may not prove to be accurate or correct. Please refer to pages for important disclosures regarding the use of highlighted securities and the use of forward looking statements, opinions and projections in this presentation. ¹ EPS growth based on Glenviews projections through end of Fiscal Year 2017; assumes midpoint of management price/mix guidance, reversal of extraordinary corn seed COGS, contribution from Intacta rollout and management guided South America corn trait trade up.

40 Net Cash H EY B ATTER B ATTER, S WING, B ATTER ! PAGE 39 Data sourced from company materials and Bloomberg. Calculations based on Glenviews projections, which may not prove to be accurate or correct. Please refer to pages for important disclosure regarding the use of highlighted securities and the use of forward looking statements, opinions and projections in this presentation. (0.1x) 1.0x LBO 4.0x 2.5x Peers Quality Chemicals If We Were King For a Day % % % % % % As a defensive monopoly with multiple upside levers, Monsanto is suboptimally hoarding capital and value is trapped Dry Powder You are here

41 E NHANCED F OCUS ON S HAREHOLDER V ALUE Over the past nine months Management and the Board have taken small steps towards convergence: If Monsanto utilizes their dry powder well in addition to executing on the myriad of growth opportunities, we expect that shareholder value will grow Based on our analysis and with feedback we've gotten from many of our owners, we are now moving to use the cash over and above our current levels to further prioritize our share buyback and dividend programs. The best example of that more aggressive approach is the recent authorization by our board of a new $2 billion three-year buyback program. Practically, this is the first time in our company's history where we've doubled the size of our buyback program. Our current program was approved in June of last year. So between what we spend for Q3, additional spending in the first month of Q4 and our expected program for the remainder of the quarter, we have accelerated the current buyback program. – Pierre Courduroux, CFO Based on our analysis and with feedback we've gotten from many of our owners, we are now moving to use the cash over and above our current levels to further prioritize our share buyback and dividend programs. The best example of that more aggressive approach is the recent authorization by our board of a new $2 billion three-year buyback program. Practically, this is the first time in our company's history where we've doubled the size of our buyback program. Our current program was approved in June of last year. So between what we spend for Q3, additional spending in the first month of Q4 and our expected program for the remainder of the quarter, we have accelerated the current buyback program. – Pierre Courduroux, CFO 1. 1.~$450M repurchase per quarter 2. 2.$2B repurchase authorization 3. 3.Discussion of enhanced dividends ~$15 ~$11 ~$8 ~24% CAGR ~15% CAGR ~35% CAGR PAGE 40 This chart includes the following assumptions, projections, forward looking statements and opinions: 15% Base EPS growth assumes ~9% revenue, ~13% EBIT and 15% EPS growth. Assumes MON reaches 2.5x Net Debt / EBITDA during FY2014E and maintains that leverage. All free cash flow after dividends and proceeds from increased debt used to repurchase. Assumes 15% stock price appreciation per year. Calculations are based on Glenviews projections, which may not prove to be accurate or correct. Please refer to pages for important disclosures regarding the use of highlighted securities and the use of forward looking statements, opinions and projections in this presentation. This example has been selected to illustrate Glenviews investment approach and/or market outlook and is not intended to represent the Funds performance or be an indicator for how the Funds have performed or may perform in the future. This example has been selected solely for this purpose and has not been selected on the basis of performance or any performance-related criteria. In addition, certain statements contained herein are based on Glenviews research, analysis, opinions and assumptions made by Glenview, which may not prove to be accurate or correct.

42 Aug 2017 EPSP/E RangeTarget Price2-Year % Return Base Case~$817x-20x$136-$16021%-43% + Accelerants: LatAm Soy, COGS relief, New Traits~$1117x-20x$187-$22067%-96% + Net Leverage at 2.5x~$1517x-20x$255-$300128%-168% V ALUATION PAGE 41 Calculations are based on Glenviews projections, which may not prove to be accurate or correct. Please refer to pages for important disclosures regarding the use of highlighted securities and the use of forward looking statements, opinions and projections in this presentation. Historically, Monsanto has traded at 20-22x forward earnings per share. Using a more conservative 17-20x multiple on FY17 earnings yields two year price appreciation in the range of 21% to as high as 168%, assuming capital deployment at 2.5x leverage. Importantly, these targets give no value to Monsantos investment in Precision Farming, as there is no positive earnings contribution assumed in the near-term

43 P LANTING A S EED FOR AN A DDITIONAL $24 OF EPS IN 10 Y EARS MON has been investing in & developing "Integrated Farming Systems" or Precision Farming This is analogous to personalized medicine Using informatics and data to develop optimal solutions by farm FieldScripts (internally developed product) Timing: rolling out commercially for first time this year onto hundreds of thousands of acres Pricing: $10 per acre Value to farmer: gives farmers 5-10 bushels per acre (~$30 of value to farmer) Climate Corporation (acquired October 2013 for $930M) At 85% incremental margins, this equates to $24 in EPS on current shares, achievable over the coming decade 2. 2.Monsanto currently has 2 platforms 3. 3.At its investor day in November 2013, MON estimated that these two platforms together can reach 1 billion acres at $20 per acre PAGE 42 Data sourced from company materials. Please refer to pages for important disclosure regarding the use of highlighted securities and the use of forward looking statements, opinions and projections in this presentation. 1 This calculation is based on Glenviews research, analysis, projections and opinions, which may not prove to be accurate or correct. Please refer to pages for important disclosure regarding the use of forward looking statements, opinions and projections in this presentation. Securities highlighted in this slide have been selected to illustrate Glenviews investment approach and/or market outlook and are not intended to represent the Funds performance or be an indicator for how the Funds have performed or may perform in the future. This example has been selected solely for this purpose and has not been selected on the basis of performance or any performance-related criteria. The securities discussed herein do not represent an entire portfolio and in the aggregate may only represent a small percentage of a Funds holdings.

44 W E L IKE THE AND B USINESS PAGE 43 Often times capital allocation choices are presented as mutually exclusive OR choices Will I invest in the business for the long-term?Will we pursue short-term value through share buybacks?OR We prefer the AND business Monsanto can: 1. 1.Continue to have strong business 2. 2.Invest >$1.7B annually in R&D 3. 3.Invest $300 million annually in technology acquisitions 4. 4.Increase leverage to 2.5x net Debt/EBITDA to drive per share value 5. 5.Have $8B available for opportunistic acquisitions 6. 6.Retain a strong, investment grade credit rating 7. 7.Pursue and invest in Precision Farming If Monsanto wishes to accelerate investment in Precision Farming, they may also: 1. 1.IPO <20% of this segment to raise cash for accelerated investment and development 2. 2.Allow growth investors to capitalize this segment on earnings potential while earnings-based investors may see the separated value of core Monsanto AND Calculations are based on Glenviews projections, which may not prove to be accurate or correct. Please refer to pages for important disclosures regarding the use of highlighted securities and the use of forward looking statements, opinions and projections in this presentation.

45 J. CRAMER J. GUNDLACH R. PZENA M. JULIS B. MILLER C. ICAHN M. PRICE DOUG HIRSCH DAN NIR EVAN SOHN F ROM M ANAGED C ARE TO M ANAGERS T HAT C ARE … S. ZELL J. DINAN S. EISMAN J. GRANT S. MANDEL D. SINGH L. ROBBINS J. GREENBLATT E. FRIEDMAN J. CHANOS B. ACKMAN D. EINHORN PAGE 44 Glenview Capital is proud to be part of a team of hedge fund managers who have and will continue to support the critical work of the Sohn Foundation

46 PAGE 45 We Applaud the Men and Women Who Make the Work of the Foundation Possible The name on the front is a hell of a lot more important than the one on the back! – Herb Brooks, Miracle The name on the front is a hell of a lot more important than the one on the back! – Herb Brooks, Miracle T HANK Y OU

47 I MPORTANT A DDITIONAL D ISCLOSURES This presentation does not constitute an offer to sell nor the solicitation of an offer to buy any interest in any investment fund (each, a Fund or together the Funds) managed by Glenview Capital Management, LLC ("Glenview"). Such offer or solicitation may only be made by delivery of offering documents containing a description of the material terms of any investment, including risk factors and conflicts of interest. Any such offering will be made on a private placement basis to a limited number of eligible investors. You should conduct your own investigation and analysis of Glenview and the Funds. Anyone considering an investment in the Funds should review carefully and completely the applicable Funds Offering Documents, including the Offering Memorandum of such Fund, the applicable subscription documents, the applicable Governing Documents and Glenviews Form ADV Part 2, in their entirety and ask questions of representatives of the Funds before investing. Benchmark Comparisons Information about indices is provided to allow for comparisons to that of certain wellknown and widelyrecognized indices. Such information is included solely for the purpose of showing comparisons and general trends, as displayed in the relevant charts. Definitions for indices used in this presentation are included below: S&P 500 Index The Standard and Poors 500 Index (the S&P 500 Index) is a capitalization-weighted index of 500 stocks. The index is designed to measure performance of the broad U.S. economy through changes in the aggregate market value of 500 stocks representing all major industries. The S&P 500 Index was developed with a base level of 10 for the base period. Returns shown in this presentation for the S&P 500 Index reflect total returns, which captures the changes in the prices of the index components and which accounts for dividend reinvestment. S&P 500 Internet Retail Index The Standard and Poors 500 Internet Retail Index is a capitalization-weighted index of 500 stocks. The index was developed with a base level of 10 for the base period. The parent index is the S&P 500 Index. This is a GICS Level 4 Sub-Industry group. PAGE 46

48 I MPORTANT A DDITIONAL D ISCLOSURES Past performance is not indicative nor a guarantee of future results. There can be no assurance that any Fund will achieve comparable results in the future or that it will be able to avoid losses. There can be no assurance that Glenview will be able to implement its investment strategy or investment approach to receive comparable results. Additionally, Glenview may not be able to dispose of its investments on the terms or at the time it wishes to do so. Highlighted Securities Securities highlighted or discussed in this presentation have been selected to illustrate Glenviews investment approach and/or market outlook and are not intended to represent the Funds performance or be an indicator for how the Funds have performed or may perform in the future. The securities discussed herein do not represent an entire portfolio and in the aggregate may only represent a small percentage of a Funds holdings. Each security discussed in this presentation has been selected solely for this purpose and has not been selected on the basis of performance or any performance-related criteria. The portfolios of the Funds are actively managed and securities discussed in this presentation may or may not be held in such portfolios at any given time. Nothing in this presentation shall constitute a recommendation or endorsement to buy or sell any security or other financial instrument referenced in this presentation. In addition, certain statements contained herein are based on Glenviews research, analysis, forward looking statements, opinions, projections and assumptions made by Glenview. Forward Looking Statements, Opinions and Projections This presentation contains certain forward looking statements, opinions and projections that are based on the assumptions and judgments of Glenview and the Funds with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of Glenview or the Funds. Because of the significant uncertainties inherent in these assumptions and judgments, you should not place undue reliance on these forward looking statements, nor should you regard the inclusion of these statements as a representation by Glenview or that the Funds will achieve and strategy, objectives or other plans. All forward looking statements and projections are made as of the date of this document. The opinions expressed herein are current opinions as of the date appearing in this material only. There is no obligation to update these forward looking statements, projections and/or opinions to reflect events or circumstances after the date hereof, nor is there any assurance that the policies, strategies or approaches discussed herein will not change. For the avoidance of doubt, any such forward looking statements, opinions, assumptions and/or judgments made by Glenview and the Funds may not prove to be accurate or correct. PAGE 47

49 I MPORTANT A DDITIONAL D ISCLOSURES Information Obtained From Third-Party Sources Certain economic and market information contained herein has been obtained from published sources prepared by other parties, which in certain cases has not been updated through the date of the distribution of these materials. While such sources are believed to be reliable for the purposes used herein, Glenview does not assume any responsibility for the accuracy or completeness of such information. Further, no third party has assumed responsibility for independently verifying the information contained herein and accordingly no such persons make any representations with respect to the accuracy, completeness or reasonableness of the information provided herein. Unless otherwise indicated, market analysis and conclusions are based upon opinions or assumptions that Glenview considers to be reasonable. IRS Circular 230 Notice To ensure compliance with Internal Revenue Service Circular 230, each prospective investor is hereby notified that: (a) any discussion of United States federal tax issues in this presentation is not intended or written by any of the foregoing to be relied upon, and cannot be relied upon by prospective investors, for the purpose of avoiding penalties that may be imposed on investors under the internal revenue code; (b) such discussion is written in connection with the promotion or marketing of the transactions or matters addressed herein; and (c) each prospective investor should seek advice based on its particular circumstances from an independent tax advisor. PAGE 48


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