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Legal Disclaimer MAY 2014 THIS PRESENTATION DOES NOT CONSTITUTE AN OFFER TO SELL NOR THE SOLICITATION OF AN OFFER TO BUY ANY INTEREST IN ANY INVESTMENT.

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Presentation on theme: "Legal Disclaimer MAY 2014 THIS PRESENTATION DOES NOT CONSTITUTE AN OFFER TO SELL NOR THE SOLICITATION OF AN OFFER TO BUY ANY INTEREST IN ANY INVESTMENT."— Presentation transcript:

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

1 Legal Disclaimer MAY 2014 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 FUND’S OFFERING DOCUMENTS, INCLUDING A PRIVATE PLACEMENT MEMORANDUM, APPLICABLE SUBSCRIPTION DOCUMENTS, APPLICABLE GOVERNING DOCUMENTS AND GLENVIEW’S FORM ADV PART 2, ALL OF WHICH MUST BE READ IN THEIR ENTIRETY. EACH FUND’S 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 INVESTOR’S 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 THE INFORMATION CONTAINED HEREIN WILL BE SUPERSEDED IN ITS ENTIRETY BY THE APPLICABLE FUND’S OFFERING DOCUMENTS.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 FUND’S HOLDINGS. SPECIFIC SECURITIES HIGHLIGHTED HEREIN HAVE BEEN SELECTED TO ILLUSTRATE GLENVIEW’S INVESTMENT APPROACH AND ARE NOT INTENDED TO REPRESENT THE FUND’S 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 GLENVIEW’S 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.

2 “Plain English” Legal Disclaimer
So Nice We’ll Say It Twice MAY 2014 “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 wouldn’t be a disclaimer, if we didn’t 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 we’ve 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.

3 The Best Things About May:
Time Out: What’s the Play? The Best Things About May: March and April are over Stanley Cup Playoffs The Sohn Investment Conference The Winning Playbook 1 Perceived Bad Guys May Be Great Teammates HMOs, GMOs, and Hedge Fund CEOs Long Investment Ideas 2 Make the Easy Play Secular Growth in Healthcare and Agriculture Humana WellPoint Monsanto (HUM: $109) (WLP: $101) (MON: $112) 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 PAGE 3

4 22.5% per annum and counting
The Big Picture While there’s risk in the world, we aren’t in systemic crisis More times than not, the environment stays the same one year to the next Conditions are favorable for fundamental long investing over the medium term Year 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 Stage FED Tightening Goldilocks Tech Wreck Credit-fueled Expansion System Failure Convergence Market Multiple1 15x x 13x x 26x x 15x x 17x x 12x x and counting S&P 500 Performance2 (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 Capital deployment drives EPS growth 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 Glenview’s research, analysis, opinions and assumptions made by Glenview, which may not prove to be accurate or correct.

5 Previously, On the Last 104 Weeks’ Episodes….
May 2012 May 2014 Comments Systemic Risk High European Uncertainty Low OMT, Germany stepped up3 Stock Correlations 0.75 all risk on/off 0.55 stock pickers market S&P 500 1325 (12.7x) 1884 (16.1x) +45% 10-Year Treasuries 1.76% 2.58% Tapering now ½ done High Yield Bonds 7.9% 5.6% Debt cheap and available Corporate Boards Hoarding cash Deploying cash Success with Buybacks/M&A M&A LTM1 $463B $798B Acquirers being rewarded Annual Share Repurchase2 $366B $518B +41% Engagement Little / None Strong across all market caps Unprecedented Wave Mats Zuccarello & Carl Hagelin AHL/NHL Round 2 Playoffs, 1st / 9th leading scorers Lockout / Workout / Worked Out! S&P 500 Rolling 250-Day Correlation 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

6 Drivers of Convergence
We believe the fundamental backdrop for equity based investing strategies is constructive based upon the following factors: Leg 1: Cheap Valuations Leg 2: Excess Cash 2014 P/E 2015 P/E 10 Yr Range Glenview 14.7 11.8 8-19x S&P 500 16.1 14.4 10-17x S&P 500 Internet Retail 48.6 34.2 20-106x US Non-Financial Corps. Cash % Total Assets (4Q13 is most recent data) % Total Assets Leg 3: Exceedingly Low Borrowing Costs Leg 4: Shareholder Engagement1 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.

7 From Drift Up to Lift Up 2H 2012 & all of 2013 2014 & beyond
Hard Work and Good Decisions Will Differentiate Drivers Results 2H 2012 & all of 2013 Lower Systemic Risk Valuation rebounded from lows Modest 6% earnings growth Stocks “drifted up” 2/3 of index return from multiple enhancement 2014 & beyond 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 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 Convertible Equity = Cheap, Defensive Secular Growth Call Options on: Company Sale Share Repurchase Accretive M&A Portfolio Restructuring Management Change Activist Engagement 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 Glenview’s research, analysis, opinions and assumptions made by Glenview, which may not prove to be accurate or correct.

8 Everyman’s Trash is Glenview’s Treasure
Past and Present Sohn Conference Contrarian Longs “What was said” vs. “Glenview’s view” Results Returns 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 can’t survive business model changes “Pills in ‘06” EPS up 5x in 10 years Outperformed SPX by 293% Long Hospitals – Tenet Healthcare (THC) Obamacare will damage Hospitals 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 HMOs reduce costs, Strong basis for optimism We see excess returns Long Monsanto (MON) GMOs will fall out of favor GMOs are the only answer to growing food yields 2002 2005 2012 2014 2014 Securities highlighted in this slide have been selected to illustrate Glenview’s 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 performance‐related criteria. In addition, certain statements contained herein are based on Glenview’s 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. PAGE 8

9 Actions speak louder than words Plus – ACA Medicaid Expansion
HMOs: Don’t Let the Facts Get in the Way of a Good Argument HMOs Profits are the reason healthcare costs are too high A Single-Payor System would be more efficient than the Big Bad Private HMOs Myth 1: Myth 2: “We right now give $15 billion every year as subsidies to private insurers under the Medicare system. It doesn’t work any better through these private insurers; they just skim off $15 billion. That was a giveaway.” - President Obama, Sep 2008 “What’s 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 2010 Actions speak louder than words Mythbuster: Through consumer choice and policy decisions, government has increasingly transferred more business to the private sector: Mythbuster: Entire Net Income of Public For-Profit HMO Industry HMO Profits US Healthcare Spending 2008 2014E 2000 2010 2020E $10B $14B $1,377B $2,600B $4,416B National Medicare Advantage Penetration: 2010: 24%  2014: 30% Medicaid Managed Care Management of Dual Eligibles Expansion or adoption since 2011 States pursuing Duals demos 2014E HMO Profits as a % of Healthcare Spending US Healthcare Spending HMO Profits ~0.4% Plus – ACA Medicaid Expansion 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 Glenview’s research, analysis, opinions and assumptions made by Glenview, which may not prove to be accurate or correct. PAGE 9

10 HMOs only group yet to recover HMOs are ABSOLUTELY Cheap
How Do We Know HMOs are Hated? Multiple Ways! HMOs only group yet to recover S&P 500 Healthcare Index Managed Care1 Pharma Biotech Med Tech HC Services HCIT (4%) (6%) (3%) 12% 8% (6%) NTM P/E Multiples (2%) (18%) 11.7X 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 Jun 2007 Oct 2008 Today HMOs are ABSOLUTELY Cheap 2015 Multiples2 Healthcare Index Managed Care Average1 WLP Bull Case 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 Glenview’s research, analysis, opinions and assumptions made by Glenview, which may not prove to be accurate or correct. PAGE 10

11 2008-13 Commercial Enrollments 2013-18 Commercial Enrollments
Didn’t the Affordable Care Act Hurt HMOs? Yes, but They are Healing Well… Sources of Pain: Let the Healing Begin: Profit Caps Federal MLR Requirements Profit Caps 2 Federal and State Rate Review Added Costs Industry Taxes and Fees Reduced Reimbursement Medicare Advantage reimbursement cuts to FFS Medicare Parity High Unemployment 5% decline in commercial enrollments, 10% at trough Falling Interest Rates 1-2% EPS headwind annually from lower investment income Better Business Mix and Better Business Greater exposure to faster-growing Medicare & Medicaid: 9% in 2007, 22% today MA Volume AND Price Growth 3% population, 3-5% penetration and 1-2% pricing growth in 2016 and beyond, plus share gains Increased Medicaid Penetration    Medicaid Expansion and Outsourced Medicaid will nearly double market size in 3 years Rising Employment      Estimated to add 2% per year to commercial enrollments Rising Interest Rates 1-2% EPS tailwind annually from higher investment income Growth in Private Exchanges Moving from ASO to Risk increases profit per member 4x-5x Unemployment1 Interest Rates2 Private Exchanges3 – Historical & Projected AA Corporate Yields – – Projected Adoption – Commercial Enrollments (5%) projected 1-2%/year EPS headwind Members (M) projected CAGR : 151% Employment Rate (%) Commercial Enrollments +9% ~2% per year 1-2%/year EPS tailwind 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 Glenview’s research, analysis, opinions and assumptions made by Glenview, which may not prove to be accurate or correct.

12 HMOs – From Investor Hell to Doing Well
The negatives were absorbed or never happened… Single Payor couldn’t 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 Leaving a clear road ahead… 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” 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 Glenview’s research, analysis, opinions and assumptions made by Glenview, which may not prove to be accurate or correct.

13 Since the ACA, A Talented and Focused Wave of New Leaders
Title Name Duration (yrs) Prior Experience Corporate Actions CEO Bruce Broussard 1 US Oncology/Harbor Dental Hired 3rd party advisor to investigate opportunities for their PBM CFO Brian Kane Starts June 1 Goldman Sachs CEO Joe Swedish 1 Trinity Health/ Catholic Health Association/ HCA Divested CONTACTS division CFO Wayne DeVeydt 7 PricewaterhouseCoopers Repurchased >50% of shares outstanding during his tenure Acquired AGP for $4.6B CEO Mark Bertolini 3 Cigna Acquired Coventry for $7.3B CFO Shawn Guertin 1 Coventry Health Care Repurchased ~9% of shares outstanding CEO David Cordani 4 Coopers & Lybrand Acquired HealthSpring for $3.8B PBM outsourcing deal VADB carve-out CFO Tom McCarthy 1 Kemper Insurance Securities highlighted in this slide have been selected to illustrate Glenview’s 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 Fund’s 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.

14 Case Study

15 Humana: Healthy Investment Outlook
Health Insurance Provider Financials 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 Symbol HUM Share Price $108.89 Shares Out 156 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 % P/E 2015E 2016E Base Estimates 11.5x 9.9x + PBM Outsource 10.1x 8.9x + Debt / Cap 35% 9.6x 8.2x + PBM Outsource & Debt/Cap 35% 8.4x 7.3x 2014E 2015E EPS ~$8 >$9 P/E ~14x <12x Data sourced from company materials and Glenview’s projections, which may not prove to be accurate or correct. This example has been selected to illustrate Glenview’s 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 Glenview’s 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.  PAGE 15

16 There’s an Alarming Outbreak of Old People
As Baby Boomers turn 65, population growth of 65 and over is 3% vs 0.70% national average… 4x the Growth! And they prefer Medicare Advantage over Straight Fee For Service Medicare… +5% growth/yr +3% growth/yr Medicare Advantage Penetration of >65 Population (%) MA penetration has grown steadily1 Year And they prefer Humana over other MA providers… Consolidation of plans with <100K members could add 3- 5% growth as smaller rivals exit over next 5-10 years Other UHC HUM HUM share has grown steadily1 CIG Medicare Advantage Market Share (%) WLP Other (<100K) UHC HUM AET KFHP Other (>100K) AET KFHP CIG WLP 2013 Market Share1 Year 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 Glenview’s research, analysis, opinions and assumptions made by Glenview, which may not prove to be accurate or correct.

17 Seniors Vote for MA – Even the CBO Gets It
Share of Medicare Beneficiaries Enrolled in MA1 MA Plans are high-quality & Seniors are very satisfied MA outperformed fee-for-service on 10 of 12 quality measures2 ~9 out of 10 enrollees are satisfied with every aspect of their MA plan3 30%+ 20-29% 10-19% 0-10% States Despite ACA cuts, seniors stay in MA & CBO has increased its MA enrollment estimates 2007 2014 Senate Leadership State with 20%+ MA Swing State with 20%+ MA CBO 2014 Projected MA Enrollees (M) High % MA States are Swing States & Populous CBO 2012 States Senators House Members % US Electoral College Weighted Average MA % D R 30%+ States (18) 23 14 107 112 47% 37.1% 20%+ States (32) 32 162 188 78% 32.9% CBO 2010 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 Glenview’s research, analysis, opinions and assumptions made by Glenview, which may not prove to be accurate or correct. PAGE 17

18 Which All Adds Up to 10-15% Organic Revenue Growth
Humana MA Revenue Growth 2015 & Beyond 10-15% 1-2% 3-5% 9-13% 3-5% Share Gains = + = 3% Penetration Population Growth 9-13% MA growth is inline with recent organic growth… …and accelerates the earnings waterfall over time 12.7% CAGR Medicare Advantage Consolidated HUM Medicare Advantage Members (‘000) HUM EBIT Growth (%) Other Year Year Calculations are based on Glenview’s 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.

19 Relieving Elbow Pain 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 Convertible Options: Phase-In of Medicare Advantage ACA Cuts1 Option 1 PBM + Option 2 Cash Use / Returns on Cash Option 3 Retiree Private Exchanges Option 4 New Markets Option 5 Long Term Consolidation 1-2% Annual Rate Increase/Decrease2 (~1%) About flat (~2%) (~2%) (~3%) (~5%) 15-20% EPS Growth Humana EPS 1 Based on JP Morgan estimates estimated based on Humana’s disclosures. Calculations are based on Glenview’s 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 Option 1: PBM – Time to Step On the Scale
We believe that HUM could outsource parts of its PBM operations to another scale provider to reduce costs & enhance earnings from its PBM operations “We’ve Seen This Movie Before” Scale Matters – Significant Saving Opportunity to Humana Adjusted Rx Volume (Millions)1 AET CI 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 X TBD PBM Optionality PBM Rx Volume (MM) Buyer / Partner Year Structure Impact WLP ~200 ESRX 2009 10-yr asset purchase $4.7 B Cash AET ~136 CVS 2010 Outsourcing Agreement 10% Accretive to EPS CI ~170 CTRX 2013 7% Accretive to EPS HUM ~275 ?? Likely Outsourcing Could be 10-15% Accretive “…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) 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 Glenview’s 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 Option 2: Dry Powder – The General Can Fire Back
2015 Debt / Cap Current Dry Powder 13% LBO HUM Valuation 2015 2016 Current leverage 11.5x 9.9x 30% Debt / Cap 8.4x 35% Debt / Cap 9.6x 8.2x 40% Debt / Cap 9.3x 7.9x 22% Dry Powder 16-19% Dry Powder 23-26% 25% 40% Old “Target” of outgoing CFO 30% 35% Max leverage to maintain investment grade as per rating agencies Peers CI 33% UNH 34% AET 36% WLP 37% While investors continue to value Humana using a rear view mirror, management should aggressively repurchase shares Data sourced from company materials and Bloomberg. Calculations are based on Glenview’s 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 Glenview’s research, analysis, opinions and assumptions made by Glenview, which may not prove to be accurate or correct. 

22 Option 3: Retiree Private Exchanges – More than Hot Air
Private Exchange: A marketplace of health insurance & related products open to employees/retirees of a given employer sponsor 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% Based on current market share, 50k-225k new MA lives for Humana Large Employers across 8 surveys1 Actively pursuing 8-10% Near-term adoption 22-28% Retirees on Private Exchanges of AON & Extend Health, two leading managers On MA plans 25% 0.5-2% Revenue Growth per year, 10-40c EPS Growth 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 Glenview’s 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.

23 Option 4: New Markets Public Exchanges Medicare/Medicaid “Duals”
Humana Public Exchange Lives (M) 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 HUM recently won Duals contracts worth $5-7B HUM’s long-term target margin for state-based contracts is 3% Total (CBO) 6M 13M 24M 25M HUM Share 4% 1M public exchange lives would add ~40-80c to EPS Already-won contracts add ~40-60c to EPS 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 Glenview’s research, analysis, opinions and assumptions made by Glenview, which may not prove to be accurate or correct.

24 Valuation 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. 2015E Multiple Target Price % Upside Base Case ~$10 15-16x $ 31-40% + PBM Outsource ~$11 $ 48-58% + PBM Outsource & Debt/Cap of 35% ~$13 $ 78-90% Calculations are based on Glenview’s 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.

25 Case Study

26 WellPoint: Healthy Investment Outlook
Health Insurance Provider Financials 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 Symbol WLP Share Price $100.87 Shares Out 293 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 % P/E 2015E 2016E Base Estimates 10.5x 9.3x + “Cash EPS” 10.0x 8.9x + New PBM Deal 9.4x 8.4x + Debt/Cap 45% 8.6x 7.8x + All 3 of the Above 7.3x 6.7x 2014E 2015E EPS ~$9 ~$10 P/E ~11x ~10x Data sourced from company materials and Glenview’s projections, which may not prove to be accurate or correct. This example has been selected to illustrate Glenview’s 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 Glenview’s 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.  PAGE 26

27 Who Doesn’t Love Options?
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 Glenview’s research, analysis, opinions and assumptions made by Glenview, which may not prove to be accurate or correct. PAGE 27

28 So Nice, Let’s Sell It Twice
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 it’s worth $25-30 per share or $15 in present value today. Options to Unlock PBM Value which could happen as early as 2017: I. Improved Terms 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 II. Up-Front Payment 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) III. In-Source Bring the PBM in-house (like UNH) We believe this option is least likely Calculations are based on Glenview’s 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 28

29 Switching to Cash EPS would add ~$0.50 (+6%) to WLP EPS
Buffett’s Right—Goodwill Doesn’t Amortize 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 Last Five Years Subsidiary Dividends = >120% Cash Net Income Switching to Cash EPS would add ~$0.50 (+6%) to WLP EPS Calculations are based on Glenview’s 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 29

30 Dry Powder – The Pendulum Has More Room to Swing
2015 Debt / Cap LBO Current WLP Valuation 2015E 2016E Current leverage 10.5x 9.3x + 43% Debt / Cap 8.8x 8.0x + 45% Debt / Cap 8.6x 7.8x Dry Powder 27% Dry Powder 19% Dry Powder 24% 37% 45% Max leverage to maintain investment grade as per rating agencies 43% Peers HUM 22% CI 33% UNH 34% AET 36% Excess reserves at subsidiaries = 6% of market cap Data sourced from company materials and Bloomberg.  Calculations are based on Glenview’s 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 Glenview’s research, analysis, opinions and assumptions made by Glenview, which may not prove to be accurate or correct. 

31 Other Options & Target Price
Interest rate increase of 280 bps based on the forward curve would worth $0.70 (+8%) to earnings power by 2018 Interest Rates CBO’s current schedule for Duals would be worth ~$0.60 (+7%) to earnings power by 2018 Duals If all of WLP’s states were to expand Medicaid today, it would be worth up to $0.30 (+4%) to earnings power Medicaid Expansion 2015E Multiple Target Price % Upside Base Case ~$10 13-14x $ 24-33% + Cash EPS >$10 $ 30-40% + New PBM Deal ~$11 $ 38-49% + Debt/Cap of 45% >$11 $ 52-63% + All 3 of the Above >$13 $ 78-91% Calculations are based on Glenview’s 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 31

32 Case Study

33 Feeding 9 Billion People
The Inescapable Facts: Global Population & Food Consumption3,4 1 1 in 7 people today do not have access to sufficient protein and energy in their diet, and even more suffer from malnourishment1 High estimate 60%–100% Growth in Calories is Needed Low estimate 2 Between population growth and per capita consumption trends, food demand will nearly double by 20502 Global Population (B) Global Food Consumption (M kcal per day) Population 9.5 B Population 3 Arable land is a finite resource 6.8 B Arable Land 1.4 B Hectares ~1.5 B Hectares 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 Glenview’s 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.

34 How to Feed the World…Without Destroying It
GMO seeds are the world’s best option for sustainably meeting demand Increase Arable Land Option #1 Capital Equipment Option #2 Fertilizer & Chemicals Option #3 GMO Seeds Option #4 Issues Food Inflation High grain prices need for ROIC Can help with efficiency But, cap. intensive w/ quest. ROIC Positive impact on yield But, incr. costs at extreme prices Small % of farmer costs Seed prices increase with yields Environmental Impact Comes from deforestation Stresses water supply Increased fuel and emissions Toxic Studies say no negative impact Lower usage of toxic chemicals Drought-tolerance reduces H20 req. Structural Limit Government restrictions Infrastructure lacking Saturation in developed world Credit limits in emerging markets Limits on application rates Quick adopt. when gov’t not in way No capital or credit limitations 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.

35 Separating Fact From Fiction
“GMOs are meddling with Mother Nature” Around 8500 BC people started breeding the desirable traits of wild plants into their crops to increase yields… it’s 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 “GMOs are unsafe” “Seed manufacturers benefit at the expense of farmers and society” MON earns a 25% incentive fee Revenues go up proportional to higher yields their products create Value to the Farmer U.S. Corn & Soy Since the Launch of GMO 23% increase in yields¹ Yield & Insecticide Use (Indexed, 1996 = 100) 72% decrease in insecticide usage² 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 Glenview’s 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.

36 Monsanto: All the Traits of a Great Investment
Seed & Trait Manufacturer Financials Symbol MON Share Price $112.00 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% 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 CAGR 13-17 Revenue Growth 9% EBIT Growth 21% EPS Growth 24% 2014E 2015E EPS ~$6 ~$7 P/E 19x 15x P/E CY 2014E CY 2015E With current capitalization 19x 15x Pro forma at 2.5x Debt/EBITDA 17x 12x 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 Glenview’s 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.  

37 Not to Sound Defensive, But Its Growth Is Organic
Monsanto’s 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 High recurring revenue 70% seed and traits is non-discretionary Dominant share and presence Subject to weather not economic cycles MON Share Seeds Traits US Soy 28% 100% US Corn 38% 90% Taken together, this creates attractive and defensive organic core growth Revenues 7% GP 8% EBIT 12% EPS 15% Data is sourced from company materials.  Calculations based on Glenview’s 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. 

38 Stacking Growth on Growth
LatAm Soy Launch Accelerating Yields MON EPS Growth1 South America 120M acres $0 revenue today North America 80M acres $1.7B Revenue today (11% of total) LatAm Soy with $1.75 of EPS by 2017 Corn Demand Will Nearly Double…Acres Will Not Corn Demand Bushels Harvested (B) Hectares Planted (B) Yields must grow 75% by 2030 to feed the world 2% yield CAGR must accelerate to 3% Year MON Provides the Solution Future: 3% Yield = 9% MON Pricing = 15% EPS CAGR Indexed to 2003 MON Price 8% CAGR Corn Yields 2% CAGR Increase in MON Price ($/Acre) Increase in Yield (bu/Acre) Value to the $4.50 Corn ROI to the farmer $10 8 bu $36 260% New Traits U.S. Drought Resistant Corn (launched 2013) South American Corn Trade-up (launched 2012) Brazil: Singles to Doubles Argentina: Doubles to Triples COGS Relief 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 DuPont price increases in Soy create competitive halo 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 ¹ EPS growth based on Glenview’s 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. Data sourced from company materials and Glenview’s projections, which may not prove to be accurate or correct. This example has been selected to illustrate Glenview’s 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 Glenview’s 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. 

39 Hey Batter Batter, Swing, Batter!
You are here Net Cash LBO MON Valuation CY 2014 CY 2015 Base 19x 15x 1.0x Leverage 18x 14x 2.5x Leverage 17x 12x 4.0x Leverage 16x 11x (0.1x) Dry Powder 2014 14% 2017 37% Dry Powder Dry Powder 2014 39% 2017 72% 2014 27% 2017 55% 1.0x 4.0x Peers If We Were King For a Day 2.5x Quality Chemicals As a defensive monopoly with multiple upside levers, Monsanto is suboptimally hoarding capital and value is trapped Data sourced from company materials and Bloomberg.  Calculations based on Glenview’s 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.

40 Enhanced Focus on Shareholder Value
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 ~$450M repurchase per quarter $2B repurchase authorization Discussion of enhanced dividends ~35% CAGR ~$15 ~24% CAGR ~15% CAGR ~$11 ~$8 This example has been selected to illustrate Glenview’s 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 Glenview’s research, analysis, opinions and assumptions made by Glenview, which may not prove to be accurate or correct. 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 Glenview’s projections, which may not prove to be accurate or correct. Please refer to pages 46-48  for important disclosures regarding the use of highlighted securities and the use of forward looking statements, opinions and projections in this presentation. 

41 Valuation 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 Monsanto’s investment in Precision Farming, as there is no positive earnings contribution assumed in the near-term Aug 2017 EPS P/E Range Target Price 2-Year % Return Base Case ~$8 17x-20x $136-$160 21%-43% + Accelerants: LatAm Soy, COGS relief, New Traits ~$11 $187-$220 67%-96% + Net Leverage at 2.5x ~$15 $255-$300 128%-168% Calculations are based on Glenview’s 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.

42 Planting a Seed for an Additional $24 of EPS in 10 Years1
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 Monsanto currently has 2 platforms 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 its investor day in November 2013, MON estimated that these two platforms together can reach 1 billion acres at $20 per acre At 85% incremental margins, this equates to $24 in EPS on current shares, achievable over the coming decade 1 This calculation is based on Glenview’s 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 Glenview’s 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 Fund’s holdings. 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.

43 We Like the AND Business
Often times capital allocation choices are presented as mutually exclusive “OR” choices Will I invest in the business for the long-term? OR Will we pursue short-term value through share buybacks? We prefer the AND business Monsanto can: Continue to have strong business Invest >$1.7B annually in R&D Invest $300 million annually in technology acquisitions Increase leverage to 2.5x net Debt/EBITDA to drive per share value Have $8B available for opportunistic acquisitions Retain a strong, investment grade credit rating Pursue and invest in Precision Farming AND If Monsanto wishes to accelerate investment in Precision Farming, they may also: IPO <20% of this segment to raise cash for accelerated investment and development Allow growth investors to capitalize this segment on earnings potential while earnings-based investors may see the separated value of core Monsanto Calculations are based on Glenview’s 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.

44 From Managed Care to Managers That Care…
DOUG HIRSCH 19 DAN NIR 19 EVAN SOHN 19 D. EINHORN 11 B. ACKMAN 9 J. CHANOS 7 E. FRIEDMAN 7 J. GREENBLATT 7 L. ROBBINS 7 C. ICAHN 6 M. PRICE 6 M. JULIS 5 B. MILLER 5 J. CRAMER 4 J. GUNDLACH 4 R. PZENA 4 S. ZELL 3 J. DINAN 3 S. EISMAN 3 J. GRANT 3 S. MANDEL 3 D. SINGH 3 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

45 Thank You “The name on the front is a hell of a lot more important than the one on the back!” – Herb Brooks, Miracle We Applaud the Men and Women Who Make the Work of the Foundation Possible

46 Important Additional Disclosures
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 Fund’s Offering Documents, including the Offering Memorandum of such Fund, the applicable subscription documents, the applicable Governing Documents and Glenview’s 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 well‐known and widely‐recognized 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 Poor’s 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 Poor’s 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.

47 Important Additional Disclosures
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 Glenview’s 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 Fund’s 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 Glenview’s 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.

48 Important Additional Disclosures
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.


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