Jana q1 2014 Letter

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  • 767 Fifth Avenue, 8th Floor, New York, NY 10153 Tel. 212-455-0900 / Fax 212-455-0901

    JANA Master Fund, Ltd.

    Performance Update March 2014 First Quarter

    JANA applies a fundamental value discipline to identify long and short investment opportunities in equity and credit securities that have specific catalysts to unlock value. In certain cases, JANA can be the instrument for value creation by taking an activist position. PERFORMANCE UPDATE From Inception (April 2001)

    2014 First Quarter Jan Feb Mar Q1 2014 YTD 2014 Total Return Annualized JANA Master Fund 0.4% 2.8% (1.5%) 1.7% 1.7% 443.6% 13.9% S&P 500 Total Return Index (3.5%) 4.6% 0.8% 1.8% 1.8% 108.5% 5.8%

    Performance is quoted net of all fees and expenses for JANA Partners, L.P., the original feeder entity.

    Results for 2014 are preliminary and unaudited. Net returns among feeders may differ.

    The first quarter of 2014 had something for everyone, with each month of the quarter offering a unique flavor. January was defined by the breakdown of the fragile five and dour forecasts of a negative year for the averages as presaged by the January decline. February was exuberant; stocks went straight up, and market commentators were left breathless by Facebooks eye-popping $19 billion purchase of WhatsApp, announced coincidentally or for sheer panache? on the 19th of February. In March, the quiescence of the averages masked the dramatic turmoil beneath the surface, as a mini-crash in growth stocks and momentum favorites gathered pace leaving many high profile hedge fund managers with sharp losses. JANA finished the quarter with decent results and with our returns driven by the idiosyncratic events we continue to remain focused on. We are not surprised by the markets gyrations in the quarter. In fact, we had written in our third quarter letter that we were seeing evidence of froth in the markets and that our response was to remain conservative in our underwriting of earnings and price targets and to stay committed to our short positions in anticipation of a better environment for short selling. We expect 2014 to be more challenging than the last two years. It will be a year to focus on higher quality businesses, to remain disciplined on valuation for entry and exit points, to invest behind strong managers, and as always to look for great activist opportunities where we can create our own luck. The portfolios are positioned to reflect these characteristics, and we are finding ample opportunities that meet our criteria.

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    767 Fifth Avenue, 8th Floor, New York, NY 10153 Tel. 212-455-0900 / Fax 212-455-0901

    PERFORMANCE ATTRIBUTION

    1st Quarter 2014 (Managers estimates) Jan Feb Mar Q1 2014 YTD 2014 Gross performance Longs (1.5%) 5.9% (1.2%) 3.1% 3.1% Gross performance Shorts 2.2% (2.2%) (0.6%) (0.6%) (0.6%) Gross performance Total 0.7% 3.8% (1.8%) 2.6% 2.6%

    Avg. long exposure 106.1% 99.8% 91.3% 99.1% 99.0% Avg. short exposure 36.4% 34.0% 29.9% 33.4% 33.4% Avg. net exposure 69.7% 65.8% 61.4% 65.6% 65.6% Avg. beta-adjusted net exposure 65.0% 64.9% 62.7% 64.2% 64.2%

    *Exposures for quarter and YTD time periods reflect average exposures. Please refer to the Important Disclosure Information section at the end of this letter for additional disclosures. Gross long and short exposures declined during the quarter as we harvested positions on both sides of the portfolio, leaving net exposures mostly unchanged. The first quarter is an interesting time period case study to examine the importance of our net and gross exposures to our overall returns. While outside observers tend to focus on gross and net, we find time and again that it is really the idiosyncratic events, rather than the overall exposures, that drive portfolio returns. In January, despite net exposures averaging 70%, JANA posted a positive month with the S&P down 3.5%. Our shorts delivered positive P&L and positive alpha, but the biggest alpha contributor was actually our activist longs, driven by the sharp appreciation of Juniper Networks (JNPR). In March with more or less the same exposures, we experienced nearly the exact opposite result: JANA was down on the month with the market up because we had no impactful events in our long portfolio, and the high correlation/risk-off environment caused some large long positions to go down as our shorts grinded higher. Of course we carefully monitor our overall exposures, precisely because we are aware of the risk posed by a correlation spike such as we saw in March. But our experience has shown that it will be the idiosyncratic events that really drive our returns. PORTFOLIO HIGHLIGHTS

    Mallinckrodt PLC (MNK) Mallinckrodt continued its rapid metamorphosis in the first quarter with the announcement and closing of the acquisition of Cadence Pharmaceuticals (CADX) in late March and then in early April the announcement of an agreement to acquire Questcor Pharmaceuticals (QCOR), with a targeted closing date for the third quarter. When we first invested in MNK in the low $40s in the summer of 2013, our investment thesis was predicated on a valuation case supported by the stable earnings from the core pain management and imaging businesses plus the realization of cost reductions that the Street is still not properly modeling and potential near term catalysts in the form of approvals of pipeline drugs potentially worth $20 per share. We also expected that management would look to exit the less attractive imaging business at some point and that once MNK became a pure play specialty pharma company it could become an acquisition target given its favorable Irish tax domicile. As has often been the case in some of our best performing investments, much of our original thesis has been confirmed while at the same time a new leg to the story has emerged with MNK becoming an aggressive acquirer. The recent M&A activity has focused analysts and investors on the pending deal accretion, but the core of MNK is still undervalued and misunderstood. Our numbers are materially above the Street for 2014 and 2015. When we layer in the progression of the announced cost savings, the

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    767 Fifth Avenue, 8th Floor, New York, NY 10153 Tel. 212-455-0900 / Fax 212-455-0901

    expected earnings from recently approved pipeline drugs, the benefits of tax management and the accretion from the Cadence acquisition, we see FY 2015 earnings power well north of $5.00 per share, which we think can grow in FY 2016 to more than $7.00 per share. We have recently added to our position and are one of the largest shareholders of MNK. The QCOR acquisition will add an estimated $1.50 of accretion to our FY 2016 base line numbers. The QCOR deal is controversial as evidenced by the large arb spread, but our diligence leads us to believe that the infatuation of the short sellers with QCOR and Acthar Gel, its only drug, is misguided. Acthar is under investigation for marketing practices, but such inquiries are not uncommon in the pharma industry and are typically resolved with manageable monetary penalties. Based on precedent settlements, a conservative penalty would be less than $1.00 per share after tax to the combined company. The risk of a payer mutiny against Acthar a proven, effective therapy is unlikely. While one managed care company did alter its reimbursement policy in September 2012, there are no known instances of a payer dropping coverage for Acthar. All claims are individually adjudicated; meaning prescriptions are subject to close scrutiny and are only reimbursed after other therapies have failed. Last, the risk of imminent competition for Acthar appears remote based on our research, and anyway is more than discounted in the stock at less than 8x our estimate of pro forma 2016 earnings.

    Golar LNG Ltd. (GLNG) GLNG owns a fleet of LNG tankers, both directly and through its general partner and limited partner interests in Golar LNG Partners, LP (GMLP). GLNG is controlled by John Fredriksen, whose track record of shareholder value creation as an owner-operator in the shipping sector is unmatched. GLNG has been a member of the JANA Universe for a couple of years as we are attracted to the sponsorship of Fredriksen, the unique economic benefits of the GP/LP structure, which we have written about extensively in previous letters, and the long term opportunity in the global LNG market, a theme we identified in 2012. We also saw an important value unlocking catalyst in the potential emergence of the Floating LNG (FLNG) business that Golar is pioneering, whereby mothballed LNG tankers are converted to offshore liquefaction plants. The technical and economic hurdles to FLNG are substantial, but the upside to GLNG should the plans come to fruition are dramatic by our estimates about $10 per share per terminal, and GLNG has discussed someday commissioning four such FLNG ships. Meanwhile, at our entry price we are earning a 5% yield on the current business with the potential for substantial distribution increases and likely yield compression if LNG tanker spot rates were to harden and GLNG completed its drop down strategy for contracted newbuilds to GMLP, thus becoming a pure GP. Sometimes the market rewards us well in advance of the events we are expecting. GLNGs announcement of the commencement of FLNG engineering efforts led to an immediate re-rating of the shares in late February, even though commercialization is still uncertain. Around the same time, Russias annexation of the Crimea changed the market perception of the LNG tanker market literally overnight, and GLNG appreciated even more as tensions with Russia escalated. We reduced our position, as is our practice when we observe the price to value gap of a security closing without any concrete confirmation of our thesis.

    Activist Position Round-up. The activist positions had a busy first quarter. The biggest news was the announcement by Safeway (SWY) of an agreement to be acquired by Cerberus for $40 per share, including $32.50 in cash and $4.00 in Blackhawk (HAWK) stock and $3.65 in contingent value rights related to SWYs investment in Casa Ley and its property development operation. The Cerberus transaction brought to a tidy and swift conclusion our engagement with the company. We applaud Bob Edwards for seizing every opportunity to unlock value for shareholders.

    Juniper Networks Inc. (JNPR) delivered a solid fourth quarter earnings report and management used the conference call to lay out a new way forward for shareholders that includes refocusing the product line-up, cutting costs and returning capital to shareholders. We are pleased with the

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    767 Fifth Avenue, 8th Floor, New York, NY 10153 Tel. 212-455-0900 / Fax 212-455-0901

    direction Shaygan Kheradpir is taking the company; under his stewardship we are confident that Juniper will benefit in 2014 from favorable cyclical tailwinds and the results of his restructuring.

    Ashland Inc. (ASH) announced an agreement to sell its water technologies division to Clayton,

    Dubilier & Rice for $1.8 billion in cash, which was about 10% higher than what we originally anticipated. The net proceeds will be directed toward share repurchases after the deal closes later this year. Commentary at investor conferences by Ashland management during the quarter suggests that the company is looking more closely at the separation of the Specialty Ingredients business from the Valvoline business. The two units are managed completely independently and have no operational synergies. We have always believed that Specialty Ingredients would be an attractive acquisition candidate for larger diversified chemicals players. Recently CEO Jim OBrien announced his intention to retire at year end, likely paving the way for Specialty Ingredients and Valvoline to begin a new era as independent entities.

    Outerwall Inc. (OUTR) announced and executed a Dutch tender offer for 20.6% of the shares

    outstanding. Trends in the core Redbox business appear to be solid, the distractions of questionable new ventures have been largely eliminated, management has announced their intentions to look carefully at costs and shareholders can have no doubt about the commitment to return capital to the owners.

    QEP Resources Inc. (QEP) announced that Bill Thacker has joined the board pursuant to an

    agreement with JANA in order to assist in the pending transaction to separate the QEP Field Services business from the E&P operations. We have tremendous confidence in and affection for Bill. He has a distinguished career as an executive and a board member in the MLP space and he has been associated with spectacular successes in both roles as CEO of TEPPCO when it was sold to Enterprise Products (EPD) and as Chairman of Copano (CPNO) at the time of its sale to Kinder Morgan Energy Partners (KMP). We have known Bill for years and have benefited from his wisdom and insights in several of our midstream investments. We think he will be a terrific addition to the QEP board.

    The JANA SWAT team often says that activism can be a sword or a shield. When URS Corp.

    (URS) got off track with a disappointing earnings report in February, we altered our position from passive to active, filed a 13D and in a couple of weeks worked out an agreement with CEO Martin Koffel that will focus management and the board on unlocking value for URS shareholders. Four new directors recommended by JANA were added to the board, and a new committee of the board has been formed specifically to evaluate options for enhancing shareholder value, including reviewing strategic alternatives, operations, capital structure and management compensation.

    New Positions. Walgreen Co. (WAG) After a decade of operational and share price underperformance,

    Walgreen took bold steps in 2012 and 2013 with the June 2012 purchase of 45% of Alliance Boots (AB) and then the announcement in March of 2013 of an investment in AmerisourceBergen (ABC) and global joint purchasing agreement among ABC, WAG and AB. The stock has reacted positively in anticipation of the benefits of these strategic developments, but we believe that the transformative nature of these agreements is still underappreciated by the market; and that they have the potential to drive years of earnings growth and a commitment to unlocking value for the owners that has been sorely lacking at WAG in its recent history. The person with the most at stake in WAGs transformation is Stefano Pessina, the Executive

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    767 Fifth Avenue, 8th Floor, New York, NY 10153 Tel. 212-455-0900 / Fax 212-455-0901

    Chairman of AB and owner of 8% of WAG (equivalent to $4.9 billion), a stake that will double once the second leg of the WAG / AB merger closes, which we anticipate will happen in February of 2015. Stefano may be unfamiliar to U.S based investors but his 35-year track record in the European pharmacy wholesale and retail businesses is as impressive as that of any of the great owner operators / capital allocators that we at JANA follow here in the U.S. Stefano has successfully consolidated the wholesale and retail value chain in the European market, driving exceptional shareholder returns through innovative product offerings, relentless cost cutting and aggressive balance sheet deployment: one dollar invested when Stefano debuted on the public market in 1991 is worth approximately $2,500 today! As WAGs largest shareholder and an influential board member we believe Stefano will focus management to reinvigorate the front end of the stores and improve operational efficiency. The recent transfer from AB to WAG of Alex Gourlay, who ran the Boots retail pharmacy in the U.K, is a very important portent. We understand there are as many as fourteen layers of management between the store managers and the CEO at WAG. Clearly there is significant opportunity for WAG management to exceed the $1 billion of cost savings that were promised at the time of the merger. WAGs largest competitor, CVS Caremark (CVS) has retail margins that are 290 bps (49%) higher than Walgreens. Beyond cost cuts, we see interesting opportunities for the combined companies to grow internationally through M&A, a core capability of Stefanos team. We see no reason for WAG to run with a lazy balance sheet, as its 1.0x debt to EBITDA target suggests, and can envision a significant capital return program. We think the board should consider structuring the last step of the AB merger as a tax inversion, just as Pfizer (PFE) appears to be proposing in its offer for AstraZeneca (AZN LN) and other U.S. companies like Applied Materials (AMAT) have done, which would be fitting for the global ambitions of the combined company, would prevent ABs non-U.S. income (which is not currently taxed by the U.S.) from being taxed by the U.S. thus reducing corporate taxes on the combined companys substantial overseas earnings, and would allow WAG to invest overseas earnings back in the U.S., which it is unlikely to do if such earnings are taxed at current U.S. corporate income tax rates. In short, we believe we are investing in the best assets in the U.S. and European pharmacy business, with the best owner operator in the industry influencing the corporate strategy and with numerous important catalysts in 2014, 2015 and beyond.

    AerCap Holdings NV (AER) Pending the closure of the acquisition of AIGs ILFC business, AER will be the largest pure play aircraft lease finance business in the world. Aircraft leasing is a good business with consistent growth, as passenger traffic grows in excess of global GDP; attractive financial returns (ROEs of 15% with responsible debt to equity ratios of about 3x); and solid visibility given long contract durations. AerCap managements track record is impressive book value has compounded at a 13% CAGR from 2006 to 2012. Incentives with shareholders are aligned CEO Aengus Kelly will have personal exposure to roughly 4 million shares upon the closing of the ILFC deal. Normally we dont like to buy stocks with price charts that look like AERs, but we focus on value rather than price and as a function of net asset value the pro forma AER is cheaper today than it was when the stock was $20 lower. The ILFC transaction is a homerun deal that increases fleet value per share to $57 by our estimates, before taking into account an in the money order book at ILFC that could be worth another $14 per share. Another way to think about it: AER acquired about $11.9 billion of ILFC adjusted book value for $5.1 billion of consideration, instantly unlocking value of $32 per share on an unaffected stock price of $21 before the deal was announced. Turning to the income statement, Street estimates for 2015 EPS are too low, with most analysts in the $4.50 range; we believe earnings will be nearly $1.00 higher. The peers generally trade at around 1.0x book value and 10-11x earnings. Anyway we look at it, AerCap is worth a substantial premium to the $40 where the stock is currently quoted.

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    767 Fifth Avenue, 8th Floor, New York, NY 10153 Tel. 212-455-0900 / Fax 212-455-0901

    ORGANIZATIONAL UPDATE Personnel Update. Given the robust investment opportunity set that we continue to see, we have bolstered our analytical resources with the addition of Joseph Fleury as a Managing Director. Joe will soon be graduating from Columbia Business School with an M.B.A. degree. His prior work experience includes roles at Soros Fund Management, Ionic Capital Management and Focus Capital Partners. Capital Base Update. As we announced previously, we believe that given the significant growth in our capital base in recent years it would be prudent to close our JANA Nirvana funds to outside investments. May 1, 2014 will be the last date that we will accept outside capital into the Nirvana funds. After the close, we may at our discretion accept capital from a limited number of investors who had already begun diligence on the Nirvana funds prior to the close, as well as fulfill the remaining portion of our limited pre-existing capacity commitments and selectively replace redemptions. We may in the future re-open the Nirvana funds to new capital but have no current plans to do so. We will also continue to monitor the capital base of our JANA Partners funds, which may close as well in the near future. Technology Security Update. In light of recent news regarding vulnerability issues affecting websites, please note that we have confirmed that our internal systems and websites and those of applicable third party service providers have not been affected by the SSL bug. The security of fund and investor information remains of the utmost importance to JANA. Additional Custodian. As part of our continuing effort to further mitigate counterparty risk, we recently established a Wells Fargo account and will be utilizing the account to periodically hold excess cash away from our prime brokers. This account represents our second custodial account away from our prime brokers. Audits. The 2013 audits were completed last month. K-1 forms were made available via our administrators secure site, https://portal.citco.com/, on March 14th. Paper copies have been mailed to all primary account holders who did not access their K-1 electronically. Citco Transparency Reporting. As a reminder, investors can access the Citco Administrator Transparency Report via our administrators website, https://portal.citco.com/. This quarterly reporting provides third-party independent information on asset existence confirmation, pricing verification, counterparty breakdown and ASC 820 classification. Website. Updated materials, such as our investor presentation, risk reports, due diligence questionnaire and archived quarterly letters, are available on our website: www.JANAPartners.com. Investors may apply for a password on the site. Please note that the Firms Form ADV is available upon request.

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    767 Fifth Avenue, 8th Floor, New York, NY 10153 Tel. 212-455-0900 / Fax 212-455-0901

    CONCLUSION We are pleased with the progress we made this quarter, with respect both to the portfolio and to the continued investments we are making in our business. Our spirits are high, lifted by the (almost) spring weather we are finally experiencing after this long winter. We are excited about the opportunities we see in 2014. We sincerely appreciate your support.

    JANA Partners LLC Addendum JANA Nirvana Master Fund Performance Update Important Disclosure Information: This letter should not be relied upon in making an investment decision. Month-to-date and quarter-to-date performance figures, exposure and asset figures are estimates. Results for 2014 are estimated. Except where noted, performance is quoted net of all Class A fees and expenses. Past performance is not a predictor of future results. Attribution and exposure figures are for JANA Master Fund, Ltd. All investments involve risk including the potential loss of all principal invested. 2009 performance figures reflect a reduced incentive allocation/fee. Performance figures for 2001 (partial year), 2002 and 2003 are based on unaudited results. The audited figures for such periods differ slightly and in all instances are higher. Individual investors experience may vary depending on, among other things, the following factors: the timing of subscriptions and redemptions; differing fee structures; and differing tax treatment. Beta-adjusted net exposure is calculated by summing the delta-adjusted market value of our equity-linked positions multiplied by the 6 month trailing daily beta to the S&P 500 Total Return Index for domestic positions, or the most relevant country index for non-US positions. Subjective measures (Managers estimates) are used for non-equity positions. The specific securities discussed herein do not represent all of the securities purchased or sold during the quarter, should not be considered a recommendation or solicitation to buy, sell or transact in such securities, and it should not be assumed that investments in such securities were or will be profitable. There is no assurance that any securities discussed herein remain in the Fund at the time you receive this or that securities sold have not been repurchased. The S&P 500 Total Return Index is a broad-based, float-cap weighted measurement of the average performance of 500 widely held industrial, utility, transportation and financial companies in the U.S. equity market. The Index is unmanaged, with no fees, expenses or taxes. It is not possible to invest directly in an unmanaged index. The performance results have been compared to the Index. For various reasons, the Index may not be an appropriate benchmark for comparison to the Fund. This letter is confidential, may not be distributed without our express written consent, and does not constitute an offer to sell or the solicitation of an offer to purchase any security or investment product. All opinions expressed herein are as of the date of this letter and are subject to change.

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    767 Fifth Avenue, 8th Floor, New York, NY 10153 Tel. 212-455-0900 / Fax 212-455-0901

    JANA Nirvana Master Fund, L.P.

    Performance Update March 2014 First Quarter

    JANA applies a fundamental value discipline to identify long and short investment opportunities in equity and credit securities that have specific catalysts to unlock value. In certain cases, JANA can be the instrument for value creation by taking an activist position. Nirvana typically maintains greater gross and net exposures than JANA Partners. PERFORMANCE UPDATE From Inception (April 2007)

    2014 First Quarter Jan Feb Mar Q1 2014 YTD 2014 Total Return Annualized JANA Nirvana Fund, L.P. 0.7% 4.3% (2.3%) 2.7% 2.7% 138.3% 13.2% JANA Nirvana Offshore Fund, Ltd. 0.7% 4.3% (2.3%) 2.6% 2.6% 134.6% 13.0% S&P 500 Total Return Index (3.5%) 4.6% 0.8% 1.8% 1.8% 53.5% 6.3%

    Performance is quoted net of all fees and expenses. Results for 2014 are preliminary and unaudited.

    The JANA Nirvana Master Fund (Nirvana) was launched in April 2007 and continues to be a longer-biased, potentially more volatile version of JANA Master Fund (JANA). While Nirvana may invest in a subset of JANA names, currently Nirvana is invested in most of the same names as JANA but with greater gross and net exposures. The Nirvana strategy begins the second quarter of 2014 with about $4.7 B in capital. This update is meant to be read in conjunction with the quarterly letter of JANA, since the two funds have substantial overlap. It should also be read together with the latest monthly Nirvana Risk Report, which provides quantitative data on portfolio exposures. PERFORMANCE ATTRIBUTION

    1st Quarter 2014 (Managers estimates) Jan Feb Mar Q1 2014 YTD 2014 Gross performance Longs (1.9%) 8.8% (1.8%) 4.8% 4.8% Gross performance Shorts 3.1% (3.2%) (0.9%) (1.1%) (1.1%) Gross performance Total 1.2% 5.6% (2.7%) 4.0% 4.0%

    Avg. long exposure 152.7% 146.0% 131.2% 143.3% 143.3% Avg. short exposure 54.8% 50.9% 43.6% 49.7% 49.7% Avg. net exposure 97.9% 95.1% 87.6% 93.5% 93.5% Avg. beta-adjusted net exposure 91.4% 92.8% 89.6% 91.2% 91.2%

    * Exposures for quarter and YTD time periods reflect average exposures. Please refer to the Important Disclosure Information section at the end of this letter for additional disclosures.

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    767 Fifth Avenue, 8th Floor, New York, NY 10153 Tel. 212-455-0900 / Fax 212-455-0901

    COMMENTARY We were pleased with Nirvanas performance during the first quarter, especially in light of the markets gyrations during the period. While the long book was the primary driver of performance, the short book detraction was modest, as the short book generated both positive P&L and positive alpha during January. We continue to focus on company-specific idiosyncratic events and remain committed to our short positions. Similar to JANA, both gross long and short exposures for Nirvana decreased during the quarter, resulting in fairly stable net exposures throughout the quarter. In accordance with its distinct mandate, we continue to work hard to ensure that Nirvana remains differentiated from JANA at all exposure levels. This is evident by our concentration and exposure metrics. Risk reports for the quarter show that the top 10 long positions averaged about 68% during the first quarter. This compares to an average of approximately 47% for JANA during the same period. Please see the preceding JANA letter for further details regarding the quarter, our current investment outlook and some of the key portfolio positions. CONCLUSION We thank both our new and long-time investors, as the recent years have been an extraordinary period of growth for Nirvana. We believe that the Nirvana closure plans we have outlined will best allow us to maintain our focus on performance. Although Nirvanas typically greater gross and net exposures may lead to more volatile returns, we do believe over a full market cycle that this characteristic of Nirvana will reward patient investors. As always, we continue to work diligently to ensure that Nirvana remains a differentiated product for those clients able and willing to tolerate potentially greater volatility. Thank you to our investors for your continued support of Nirvana and as always, we hope that this update finds you in good health and spirits.

    JANA Partners LLC

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    767 Fifth Avenue, 8th Floor, New York, NY 10153 Tel. 212-455-0900 / Fax 212-455-0901

    Important Disclosure Information: This letter should not be relied upon in making an investment decision. Attribution and exposure figures are for JANA Nirvana Master Fund, L.P. Month-to-date and quarter-to-date performance figures, exposure and asset figures are estimates. Except where noted, performance is quoted net of all Class A fees and expenses. Results for 2014 are estimated. Past performance is not a predictor of future results. 2009 performance figures reflect a reduced incentive allocation/fee. Individual investors experience may vary depending on, among other things, the following factors: the timing of subscriptions and redemptions; differing fee structures; and differing tax treatment. All investments involve risk including the potential loss of all principal invested. Beta-adjusted net exposure is calculated by summing the delta-adjusted market value of our equity-linked positions multiplied by the 6 month trailing daily beta to the S&P 500 Total Return Index for domestic positions, or the most relevant country index for non-US positions. Subjective measures (Managers estimates) are used for non-equity positions. The specific securities discussed herein do not represent all of the securities purchased or sold during the quarter, should not be considered a recommendation or solicitation to buy, sell or transact in such securities, and it should not be assumed that investments in such securities were or will be profitable. There is no assurance that any securities discussed herein remain in the Fund at the time you receive this or that securities sold have not been repurchased. The S&P 500 Total Return Index is a broad-based, float-cap weighted measurement of the average performance of 500 widely-held industrial, utility, transportation and financial companies in the U.S. equity market. The Index is unmanaged, with no fees, expenses or taxes. It is not possible to invest directly in an unmanaged index. The performance results have been compared to the Index. For various reasons, the Index may not be an appropriate benchmark for comparison to the Fund. This letter is confidential, may not be distributed without our express written consent and does not constitute an offer to sell or the solicitation of an offer to purchase any security or investment product All opinions expressed herein are as of the date of this letter and are subject to change.

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