Clover Health Investor Day Presentation Deck
Disclaimer (Cont'd)
Use of Projections and Illustrative Presentations. The financial projections, estimates, targets and illustrative presentations in this presentation are forward-looking statements that are based on assumptions that are inherently subject to
significant uncertainties and contingencies, many of which are beyond SCH's and Clover's control. While all projections, estimates, targets and illustrative presentations are necessarily speculative, SCH and Clover believe that the preparation of
prospective or illustrative information involves increasingly higher levels of uncertainty the further out the projection, estimate, target or illustrative presentation extends from the date of preparation. The assumptions and estimates underlying the
projected, expected, target or illustrative results are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those
contained in the financial projections, estimates and targets. The inclusion of financial projections, estimates, targets and illustrative presentations in this presentation should not be regarded as an indication that SCH and Clover, or their
representatives, considered or consider the financial projections, estimates, targets and illustrative presentations to be a reliable prediction of future events. Further, illustrative presentations are not necessarily based on management projections,
estimates, expectations or targets but are presented for illustrative purposes only.
Use of Non-GAAP Financial Metrics. This presentation includes certain non-GAAP financial measures (including on a forward-looking basis) such as Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Revenue. These non-GAAP measures
are an addition, and not a substitute for or superior to measures of financial performance prepared in accordance with GAAP and should not be considered as an alternative to net income, operating income or any other performance measures
derived in accordance with GAAP. Reconciliations of non-GAAP measures to their most directly comparable GAAP counterparts are included in the Appendix to this presentation. Clover believes that these non-GAAP measures of financial results
(including on a forward-looking basis) provide useful supplemental information to investors about Clover. Clover's management uses forward looking non-GAAP measures to evaluate Clover's projected financial and operating performance.
However, there are a number of limitations related to the use of these non-GAAP measures and their nearest GAAP equivalents. For example other companies may calculate non-GAAP measures differently, or may use other measures to calculate
their financial performance, and therefore Clover's non-GAAP measures may not be directly comparable to similarly titled measures of other companies. See the footnotes on the slides where these measures are discussed and the Appendix for
reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures. Additionally, to the extent that forward-looking non-GAAP financial measures are provided, they are presented on a non-GAAP basis without
reconciliations of such forward-looking non-GAAP measures due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliations.
Additional Information and Where to Find It. This presentation relates to a proposed transaction between Clover and SCH. This document does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any
securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. SCH has filed the Registration
Statement with the SEC, which includes a document that serves as a prospectus and proxy statement of SCH, referred to as a proxy statement/prospectus. A proxy statement/prospectus will be sent to all SCH shareholders. SCH also will file other
documents regarding the proposed transaction with the SEC. Before making any voting decision, investors and security holders of SCH are urged to read the Registration Statement and all other relevant documents filed or that will be filed with the
SEC in connection with the proposed transaction as they become available because they will contain important information about the proposed transaction.
Investors and security holders are able to obtain free copies of the Registration Statement and all other relevant documents filed or that will be filed with the SEC by SCH through the website maintained by the SEC at www.sec.gov.
The documents filed by SCH with the SEC also may be obtained free of charge at SCH's website at https://socialcapitalhedosophiaholdings.com or upon written request to 317 University Ave, Suite 200, Palo Alto, California 94301.
Participants in Solicitation. SCH and Clover and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from SCH's shareholders in connection with the proposed transaction. A list of the
names of such directors and executive officers and information regarding their interests in the business combination is set forth in the Registration Statement. You may obtain free copies of these documents as described in the preceding
paragraph.
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