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

1Larry Robbins, CEO

19th Annual Ira Sohn Investment Conference

May 5, 2014

Wow, That’s Cheap!Gotta Stick to the Fundamentals

We Want (and He Needs) the Cup!

Slides available atwww.sohnconference.org

MAY 2014LEGAL DISCLAIMERTHIS 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 THE INFORMATION CONTAINED HEREIN WILL BE SUPERSEDED IN ITS ENTIRETY BY THE APPLICABLE FUND’S OFFERING DOCUMENTS.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 46-48 OF THIS PRESENTATION.

MAY 2014SO NICE WE’LL SAY IT TWICE

“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.

PAGE 4

TIME OUT: WHAT’S THE PLAY?

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.March and April are over2.Stanley Cup Playoffs3.The Sohn Investment Conference

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 13x 13x 26x 26x 15x 15x 17x 17x 12x 12x 16x 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 Activism Capital deployment

drives EPS growth

PAGE 5

THE BIG PICTURE

1. While there’s risk in the world, we aren’t in systemic crisis

2. More times than not, the environment stays the same one year to the next

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. Pleaserefer to pages 46-48 for important disclosures regarding the use of forward-looking statements, opinions and projections in this presentation. In addition, certain statements contained herein are based onGlenview’s research, analysis, opinions and assumptions made by Glenview, which may not prove to be accurate or correct.

PREVIOUSLY, ON THE LAST 104 WEEKS’ EPISODES….

May 2012 May 2014 Comments

Systemic Risk HighEuropean Uncertainty Low OMT, Germany stepped up3

Stock Correlations 0.75all risk on/off

0.55stock 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 acrossall market caps Unprecedented Wave

Mats Zuccarello & Carl Hagelin AHL/NHL Round 2 Playoffs,

1st / 9th leading scorers Lockout / Workout / Worked Out!

PAGE 6

1 Source: Strategas Group. 2 Represents Q4 2011 and Q4 2013 annualized. 3 250-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

Jan-12 Jul-12 Jan-13 Jul-13 Jan-140.50

0.60

0.70

0.80

DRIVERS OF CONVERGENCEWe believe the fundamental backdrop for equity based investing strategies is constructive based upon the following factors:

'60 '70 '80 '90 '00 '102%

4%

6%4.8%

Leg 1: Cheap Valuations Leg 2: Excess Cash

Leg 3: Exceedingly Low Borrowing Costs Leg 4: Shareholder Engagement1

US Non-Financial Corps. Cash % Total Assets

% Total Assets

(4Q13 is most recent data)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

PAGE 7

1 Examples of Shareholders Engagements. Data sourced from Strategas and Glenview figures. Please refer to pages 46-48 for important disclosure on highlighted securities, benchmark comparisons, performance data and forward looking statements, opinions and projections.

FROM DRIFT UP TO LIFT UP

2H 2012 & all of 2013

2014 & 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 Sale Share Repurchase Accretive M&A Portfolio Restructuring Management Change Activist 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 8

Please refer to pages 46-48 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

EVERYMAN’S TRASH IS GLENVIEW’S TREASUREPast and Present Sohn Conference Contrarian Longs

“What was said” vs. “Glenview’s view” Results Returns

Long Express Scripts (ESRX)

PBMs are fraudulent middlemenvs.

PBMs reduce pharma costs

Pharma Inflation:

12% 2%7.5x

over 10 years

Long McKesson (MCK)Distributors can’t survivebusiness model changes

vs.“Pills in ‘06”

EPS up5x

in 10 years

Outperformed SPX by293%

Long Hospitals – TenetHealthcare (THC) Obamacare will damage Hospitals

vs.More coverage = more revenues,

shareholders will be rewarded

ConsolidationRepurchase

Reform Uplift2x

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 basisfor optimism

We seeexcess returns

Long Monsanto (MON) GMOs will fall out of favorvs.

GMOs are the only answerto growing food yields

Strong basisfor optimism

We seeexcess returns

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 46-48 for important disclosures regarding the use of highlighted securities and the use of forward looking statements, opinions and projections in this presentation.

PAGE 10

HMOS: DON’T LET THE FACTS GET IN THE WAY OF A GOOD ARGUMENT

Myth 1:

“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

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

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:Mythbuster:

“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

2014E 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 46-48 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.

HMO Profits ~0.4%

US HealthcareSpending

Medicaid Managed Care Management of Dual EligiblesExpansion or adoption

since 2011States pursuing Duals demos

Actions speak louder than words

Plus – ACA Medicaid Expansion

0x

10x

20x

30x

PAGE 11

HOW DO WE KNOW HMOS ARE HATED? MULTIPLE WAYS!

NTMP/E

Multiples

HC Services

12%(2%)

(3%) 8%(6%)

Managed Care1

(6%)

(4%)

11.7X

S&P 500 Healthcare Index Pharma Biotech Med Tech HCIT

HMOs are ABSOLUTELY Cheap

S&P 500 UNH CI AET WLP HUM0x

5x

10x

15x

20x

14.4x15.3x

10.6x12.3x

9.9x 9.7x 10.5x

7.5x

11.5x

8.4x2015 Multiples2

WLPBull Case

Managed Care Average1

Healthcare Index

HUMBull 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 46-48 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.

Jun 2007

Oct2008

Today

(18%)

Jun 2007

Oct2008

Today Jun 2007

Oct2008

Today Jun 2007

Oct2008

Today Jun 2007

Oct2008

Today Jun 2007

Oct2008

Today Jun 2007

Oct2008

Today Jun 2007

Oct2008

Today

HMOs only group yet to recover

DIDN’T THE AFFORDABLE CARE ACT HURT HMOS? YES, BUT THEY ARE HEALING WELL…

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

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 46-48 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.

Sources of Pain: 2007-2013 Let the Healing Begin: 2014-2019

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

Jan-08 Jan-10 Jan-12 Jan-14 Jan-16 Jan-1889%

91%

93%

95%

Interest Rates2

Apr-07 Apr-09 Apr-11 Apr-13 Apr-15 Apr-170%

2%

4%

6%

8% – Historical & Projected AA Corporate Yields –

1-2%/year EPS tailwind

1-2%/year EPS headwind

projected

Unemployment1

2008-13 Commercial Enrollments

(5%)

2013-18 Commercial Enrollments

+9%~2% per year

Employment Rate (%)

projected

Private Exchanges3

2014 2015 2016 2017 20180

20000000

40000000

1,000,000

9,000,000

19,000,000

30,000,000

40,000,000

CAGR 2014-18: 151%

Members (M)

– Projected Adoption –

PAGE 12

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”

HMOS – FROM INVESTOR HELL TO DOING WELL

The negatives were absorbed or never happened…

Leaving a clear road ahead…

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

PAGE 13


SINCE THE ACA, A TALENTED AND FOCUSED WAVE OF NEW LEADERS

Title Name Duration (yrs) Prior Experience Corporate Actions

CEO Joe Swedish 1 Trinity Health/ Catholic Health Association/ HCA

Divested 1-800 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

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

PAGE 14

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 46-48 for important disclosures regarding the use of highlighted securities and the use of forward looking statements, opinions and projections in this presentation.

CASE STUDY

PAGE 16

HUMANA: HEALTHY INVESTMENT OUTLOOK

1. 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 Care2. Attractive Core Waterfall 2015 and Beyond

Revenues 9% EBIT 13% EPS 17%

3. 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

4. Overcapitalized 23% to 26% dry powder as % of market cap

5. Cheap and Getting Cheaper

6. 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

23 - 26%

Health Insurance Provider

2014E 2015E

EPS ~$8 >$9

P/E ~14x <12x

Financials

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

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 46-48 for important disclosures regarding the use of highlighted securities and the use of forward looking statements, opinions and projections in this presentation.

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…

2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 201820%

25%

30%

35%

40%

Medicare Advantage

Penetration of >65 Population

(%)

Year

MA penetration has grown steadily1

+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…

2009 2010 2011 2012 20130%

10%

20%

30%

40%

50%

Medicare Advantage

Market Share (%)

Other

UHC

KFHPAETWLPCIG

HUM

UHC HUM

KFHPAET

WLPCIG Other

(<100K)

2013 Market Share1

Other (>100K)

HUM share has grown steadily1

Year

Consolidation of plans with <100K members could add 3-5% growth as smaller rivals

exit over next 5-10 years

PAGE 17

+5% growth/yr

1 Based on CMS data. Please refer to pages 46-48 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 18

SENIORS VOTE FOR MA – EVEN THE CBO GETS IT

30%+

20-29%

10-19%

0-10%

Share of Medicare Beneficiaries Enrolled in MA1

High % MA States are Swing States & PopulousStates Senators House Members % US

Electoral College

Weighted Average MA %D R D R

30%+ States (18) 23 14 107 112 47% 37.1%

20%+ States (32) 32 32 162 188 78% 32.9%

0

25

50

206

18

12

5

14

818

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 measures2

~9 out of 10 enrollees are satisfied with every aspect of their MA plan3

1 Kaiser Family Foundation, 2014. 2 Am J Manag Care 16(11): 841-848, 2010 and 18(2): 96-104, 2012. 3 National Survey of Seniors Regarding Medicare Advantage Plans, North Star Opinion Research, Feb. 2013.Please refer to pages 46-48 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.

2007 2014Despite ACA cuts, seniors stay in MA & CBO has increased its

MA enrollment estimates

20092010

20112012

20132014

20152016

20172018

20192020

6

12

18

24

ProjectedMA Enrollees

(M)CBO 2010

CBO 2012

CBO 2014

WHICH ALL ADDS UP TO 10-15% ORGANIC REVENUE GROWTH

Humana MA Revenue Growth 2015 & Beyond

Population Growth

Penetration Market Share Gains

0%

5%

10%

15%

3%

3-5%

3-5%

Total...

+

Pricing Gr...

9-13%1-2%

=

Share Gains

Penetration

Population Growth

2015+ ...

10-15%

=

2009 2010 2011 2012 20130

500

1,000

1,500

2,000

2,500

HUM Medicare Advantage Members

(‘000)

2009-1312.7% CAGR

Year

9-13% MA growth is inline with recent organic growth… …and accelerates the earnings waterfall over time

2015 2016 2017 20180%

5%

10%

15%15% 15% 15% 15%

5% 5% 5% 5%

12.4% 12.5% 12.7% 12.9%

HUM EBIT Growth (%)

Year

Medicare Advantage

Other

Consolidated

PAGE 19

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.

RELIEVING ELBOW PAINAfter 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

2011 2012 2013 2014 2015 2016 2017 and beyond

$6

$8

$10

$12

2011 2012 2013 2014 2015 2016 2017 and beyond

80%

90%

100%

110%

120%

12% 10% 7% 4% 2% 1%

FFS Parity Remaining ACA Cuts

2011 2012 2013 2014 2015 2016 2017 and beyond

-6%-5%-4%-3%-2%-1%0%1%2%

(~2%) (~2%)(~1%)

(~5%)

(~3%)

About flat

1-2%

Phase-In of Medicare

Advantage ACA Cuts1

Annual Rate Increase/Decrease2

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 20

1 Based on JP Morgan estimates. 2 2011-15 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 46-48 for important disclosures regarding the use of highlighted securities and the use of forward looking statements, opinions and projections in this presentation.

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

OPTION 1: PBM – TIME TO STEP ON THE SCALE

PBM Optionality

PBMRx 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 Outsourcing Agreement 7% Accretive to EPS

HUM ~275 ?? ?? Likely Outsourcing Could be 10-15% Accretive

We believe that HUM could outsource parts of its PBM operations to another scale provider to reduce costs & enhance earnings from its PBM operations

CVS ESRX UNH CTRX HUM WLP CI AET -

500

1,000

1,500

2,000 1,709 1,478

572 444 275 200 170 136

Scale Matters – Significant Saving Opportunity to Humana

Adjusted Rx Volume (Millions)1

“We’ve Seen This Movie Before”

XTBD

“…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 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.

PAGE 21

OPTION 2: DRY POWDER – THE GENERAL CAN FIRE BACK

22%

25%

LBO

40%

Old “Target” of outgoing CFO

Max leverage to maintain investment grade as per rating

agencies

HUM Valuation

2015 2016

Current leverage 11.5x 9.9x

30% Debt / Cap 9.9x 8.4x

35% Debt / Cap 9.6x 8.2x

40% Debt / Cap 9.3x 7.9x

Dry Powder23-26%

Dry Powder16-19%

2015 Debt / Cap

Current

Dry Powder13%

30% 35%

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

PAGE 22

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 46-48 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.

OPTION 3: RETIREE PRIVATE EXCHANGES – MORE THAN HOT AIR

10-12M retirees have employer-

sponsored health coverage

1.5-4.5Mcould 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 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%

PAGE 23

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 2012-13 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 46-48 for important disclosures regarding the use of highlighted securities and the use of forward looking statements, opinions and projections in this presentation.

OPTION 4: NEW MARKETS

2014 Guidance

2015E 2016E 2017E0.0

0.4

0.8

1.2

0.25

0.54

1.00 1.04

Public Exchanges Medicare/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) 6M 13M 24M 25M

HUM Share 4% 4% 4% 4%

HUM recently won Duals contracts worth $5-7B HUM’s 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 CMSProposal pendingConsidered

PAGE 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.

PAGE 25

2015E Multiple Target Price % Upside

Base Case ~$10 15-16x $143-152 31-40%

+ PBM Outsource ~$11 15-16x $162-172 48-58%

+ PBM Outsource & Debt/Cap of 35% ~$13 15-16x $194-207 78-90%


CASE STUDY

PAGE 27

WELLPOINT: HEALTHY INVESTMENT OUTLOOK

1. 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

2. Attractive Core Waterfall 2015 and Beyond Revenue 6% EBIT 9% EPS 14%

3. Numerous Areas of Upside Optionality PBM asset value Cash EPS Excess subsidiary revenues Adding leverage for accretive M&A/repurchase

4. Overcapitalized ~24-27% dry powder as % of market cap


6. 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

24 - 27%

Health Insurance Provider

2014E 2015E

EPS ~$9 ~$10

P/E ~11x ~10x

Financials

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


PAGE 28

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 2017-2019+

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


PAGE 29

SO NICE, LET’S SELL IT TWICE

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. 2019 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.

III. In-Source


PAGE 30

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

Subsidiary Dividends

Last Five Years

Cash Net Income= >120%

Switching to Cash EPS would add ~$0.50 (+6%) to WLP EPS


DRY POWDER – THE PENDULUM HAS MORE ROOM TO SWING

37%

LBO

45%Max leverage to

maintain investment grade as per rating

agencies

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%

2015 Debt / Cap

Curre

nt

Peers

HUM 22%

CI 33%

UNH 34%

AET 36%

Excess reserves at subsidiaries = 6% of market cap

43%

Dry Powder

24%

PAGE 31

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 46-48 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.

PAGE 32

OTHER OPTIONS & TARGET PRICE


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

CBO’s current schedule for Duals would be worth ~$0.60 (+7%) to earnings power by 2018

If all of WLP’s states were to expand Medicaid today, it would be worth up to $0.30 (+4%) to earnings power

2015E Multiple Target Price % Upside

Base Case ~$10 13-14x $125-134 24-33%

+ Cash EPS >$10 13-14x $131-142 30-40%

+ New PBM Deal ~$11 13-14x $139-150 38-49%

+ Debt/Cap of 45% >$11 13-14x $153-165 52-63%

+ All 3 of the Above >$13 13-14x $179-193 78-91%

CASE STUDY

FEEDING 9 BILLION PEOPLE

1 in 7 people today do not have access to sufficient protein and energy in their diet, and even more suffer from malnourishment1

The Inescapable Facts:

Between population growth and per capita consumption trends, food demand will nearly double by 20502

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, 812-818 (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 46-48 for important disclosures regarding the use of highlighted securities and the use of forward looking statements, opinions and projections in this presentation.

1

2

3

2009 20505,000

7,500

10,000

12,500

15,000

5,000

7,500

10,000

12,500

15,000

Global Population & Food Consumption3,4

Arable Land

1.4 BHectares

Global Population

(B)

Global Food Consumption

(M kcalper day)

~1.5 BHectares

60%–100% Growth in Calories is Needed

6.8 B

9.5 B

Low estimate

High estimate

Population

Population

PAGE 34

HOW TO FEED THE WORLD…WITHOUT DESTROYING IT

GMO seeds are the world’s 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 H20 req.

Quick adopt. when gov’t not in way No capital or credit limitations

Increase Arable LandOption #1

Capital EquipmentOption #2

Fertilizer & ChemicalsOption #3

GMO SeedsOption #4

Toxic

Issues

Positive impact on yield But, incr. costs at extreme prices

Increased fuel and emissions

PAGE 35

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.

PAGE 36

SEPARATING FACT FROM FICTION

“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… 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

MON earns a 25% incentive fee Revenues go up proportional to higher yields their products create

96 97 98 99 00 01 02 03 04 05 06 07 08 09 10 11 12 1325

40

55

70

85

100

115

130

Pre-MON Income

Higher Seed Price

Yield Benefit and Cost Saves

Post-MON Income

Yield & Insecticide Use

(Indexed,1996 = 100)

Value to the FarmerU.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 2012 24:24. 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.

72% decrease in insecticide usage²

23% increase in yields¹

PAGE 37

MONSANTO: ALL THE TRAITS OF A GREAT INVESTMENT

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 46-48 for important disclosures regarding the use of highlighted securities and the use of forward looking statements, opinions and projections in this presentation.

P/E CY 2014E CY 2015EWith current capitalization 19x 15x

Pro forma at 2.5x Debt/EBITDA 17x 12x

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%

Seed & Trait Manufacturer

CAGR 13-17

Revenue Growth 9%

EBIT Growth 21%

EPS Growth 24%

2014E 2015E

EPS ~$6 ~$7

P/E 19x 15x

Financials

1. Great Business Seeds and Traits (80% of profit) Defensive, recurring, acyclical

2. Attractive Core Waterfall Revenues 7% GP 8% EBIT 12% EPS 15%

3. Numerous Upside Levers Near-term: COGS, LatAm Soy Medium-term: Greater Yield, New Traits, DD Pricing Long-term: Precision Farming

4. Massively Overcapitalized 27% to 56% dry powder


6. Enhanced Focus on Shareholder Value

High recurring revenue 70% seed and traits is non-discretionary

Dominant share and presence

Subject to weather not economic cycles

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

Taken together, this creates attractive and defensive organic core growth

MON Share

Seeds Traits

US Soy 28% 100%

US Corn 38% 90%

Revenues

7%GP

8%EBIT

12%EPS

15%

PAGE 38

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 46-48 for important disclosure regarding the use of highlighted securities and the use of forward looking statements, opinions and projections in this presentation.

STACKING GROWTH ON GROWTH

PAGE 39

0%

5%

10%

15%

20%

25%

MON EPS Growth1

2009 2010 2011 2012 2013$1,400

$1,800

$2,200

$2,600

$3,000

Extraordinary COGS

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

North America 80M acres $1.7B Revenue

today (11% of total)

LatAm Soy with $1.75 of EPS by 2017

LatAm Soy Launch Accelerating YieldsCorn Demand Will Nearly

Double…Acres Will Not

2

4

6

8

10

0.0

0.4

0.8

1.2

1.6

2.0

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

100%

140%

180%

220%

260%

MON Provides the Solution

Future: 3% Yield = 9% MON Pricing = 15% EPS CAGR

Indexed to 2003

MON Price8% CAGR

Corn Yields2% CAGR

Increase in MON Price

($/Acre)

Increase in Yield

(bu/Acre)

Value to the farmer @

$4.50 CornROI to the

farmer

$10 8 bu $36 260%

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


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.

Net Cash

HEY BATTER BATTER, SWING, BATTER!

PAGE 40

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 46-48 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

2.5xPeers

Quality Chemicals

If We Were King For a Day

201414%

201737%

201427%

201755%

201439%

201772%

MON Valuation

CY 2014 CY 2015

Base 19x 15x

1.0x Leverage 18x 14x



As a defensive monopoly with multiple upside levers, Monsanto is suboptimally hoarding capital and value is trapped

Dry Powder

Dry Powder

Dry Powder

You are here

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

1. ~$450M repurchase per quarter

2. $2B repurchase authorization

3. Discussion of enhanced dividends

FY13A FY17E - Base FY17E - Accelerants FY17E - Balance Sheet Deployed$2.00

$7.00

$12.00

$17.00

$4.56Base Growth Base Base

LatAm Soy LatAm SoyCOGS

COGS

New Traits New Traits

Maintain 2.5x Net Leverage

~$15

~$11

~$8

~24% CAGR

~15% CAGR

~35% CAGR

PAGE 41

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.

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.

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 17x-20x $187-$220 67%-96%

+ Net Leverage at 2.5x ~$15 17x-20x $255-$300 128%-168%

VALUATION

PAGE 42


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

PLANTING A SEED FOR AN ADDITIONAL $24 OF EPS IN 10 YEARS1

1. 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. Monsanto currently has 2 platforms

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 43

Data sourced from company materials. Please refer to pages 46-48 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 Glenview’s research, analysis, projections and opinions, which may not prove to be accurate or correct. Please refer to pages 46-48 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.

WE LIKE THE AND BUSINESS

PAGE 44

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. Continue to have strong business

2. Invest >$1.7B annually in R&D

3. Invest $300 million annually in technology acquisitions

4. Increase leverage to 2.5x net Debt/EBITDA to drive per share value

5. Have $8B available for opportunistic acquisitions

6. Retain a strong, investment grade credit rating

7. Pursue and invest in Precision Farming

If Monsanto wishes to accelerate investment in Precision Farming, they may also:

1. IPO <20% of this segment to raise cash for accelerated investment and development

2. Allow growth investors to capitalize this segment on earnings potential while earnings-based investors may see the separated value of core Monsanto

AND

AND

AND

AND

AND

AND


J. CRAMER

4J. GUNDLACH

4R. PZENA

4M. JULIS

5B. MILLER

5C. ICAHN

6M. PRICE

6

DOUG HIRSCH

19DAN NIR

19EVAN SOHN

19

FROM MANAGED CARE TO MANAGERS THAT CARE…

S. ZELL

3J. DINAN

3S. EISMAN

3J. GRANT

3S. MANDEL

3D. SINGH

3

L. ROBBINS

7

J. GREENBLATT

7

E. FRIEDMAN

7J. CHANOS

7

B. ACKMAN

9D. EINHORN

11

PAGE 45

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

PAGE 46

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

THANK YOU

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 1940-43 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 1941-1943 base period. The parent index is the S&P 500 Index. This is a GICS Level 4 Sub-Industry group.

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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.

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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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