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8/9/2019 Pershing Sq. Annual Dinner Presentation-1!29!15
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Annual Update
Presentation
January 29, 2015
Pershing Square Capital Management, L.P.
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2
Disclaimer
All informati on p rovid ed herein is for in formational pu rposes only and should not be deemed as a recommendation to buy or sel l any secu ri ty
mentioned. Pershing Square Capital Management, L.P. (Pershi ng Square ) believes this presentation contains a balanced presentation of theperformance of the portfolios it manages, including a general summary of certain portfolio holdings that have both over and under performed ourexpectations.
This presentation contains information and analyses relating to all of the publically disclos ed positions over 50 basis points in the portfolio ofPershing Square Holdings, Ltd. (PSH or the Com pany ) during 2014. Pershing Square may current ly or in the future buy, sell, cover orotherwise change the form of its investments discuss ed in this p resentation for any reason. Pershing Square hereby disclaims any du ty to p rovideany updates or c hanges to the information contained herein including, without limitation, the manner or type of any Pershing Square investment.
Past performance is not necessarily indicative of future results. All investments involve risk including the loss o f principal. It should n ot beassumed that any of the transactions or investments discuss ed herein were or will prove to be profitable, or that the investment recommendationsor decisions we make in the futu re will be profitable or will equal the investment performance of the investments discu ssed herein. Specificcompanies or investments show n in this presentation are meant to demonstrate Pershing Squares active investment style and the types ofindustries and instruments in which w e invest and are not selected based on past performance.
The analyses and conclu sions of Pershing Square contained in this presentation are based on p ublicly available information. Pershing Squarerecognizes that there may be confidential or otherwise non-public information in the pos session of the comp anies discussed in the presentationand others th at could lead these companies to d isagree with Pershing Squares conc lusions. The analyses provided inclu de certain statements,assumptions, estimates and pro jections prepared with respect to, among other th ings, the historical and anticipated operating performance of thecompanies. Such statements, assumptions, estimates, and projections reflect various assumptions by Pershing Square concerning anticipatedresults that are inherently subject to s ignificant economic, competitive, legal, regulatory, and other uncertainties and contin gencies and have beenincluded solely for illustrative purposes. No representations, express or implied, are made as to the accuracy or completeness of such s tatements,assumptions, estimates or projections or with respect to any other materials herein. See also Forward-Looking Statements in Additional
Disclaimers and Notes to Performance Results at the end of thi s presentation . All trademarks included in thi s presentation are the property o f theirrespective owners.
This document may not b e distributed without the express written consent of Pershing Square and does not cons titute an offer to sell or thesolicitation of an offer to pu rchase any security or investment product. This presentation is expressly qualified in its entirety by reference to PSHsprospectus which inc ludes discussions of certain specific risk factors, tax considerations, fees and other matters, and its other governingdocuments.
SEE ADDITIONAL DISCLAIMERS AND NOTES TO PERFORMANCE RESULTS AT THE END OF THIS PRESENTATION FOR ADDITIONAL IMPORTANTINFORMATION
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Pershing Square Holdings, Ltd. IPO
2014 Fund Performance
3
Table of Contents
Business & Organizational Update
Portfolio Update
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2014 Fund Performance Review
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2014 Net Returns 40.4%S&P 500 13.7%
5
Pershing Square Holdings, Ltd. Performance
Past performance is not necessarily indicative of future results. All investments involve the possibility of profit and the risk of loss, including the loss of principal. Please see the additionaldisclaimers and notes to performance results at the end of this presentation.
2013 Net Returns 9.6%S&P 500 32.4%
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-50.00%
0.00%
50.00%
100.00%
150.00%
200.00%
250.00%
300.00%
350.00%
400.00%
450.00%
500.00%
550.00%
600.00%
650.00%
700.00%
Pershing Square, L.P. Net Returns vs. Indexes
through December 31, 2014
6
Cumulative Net Returns Since Inception (January 1, 2004)
S&P 500: 132.1%
Pershing Square, L.P.:696.2%
Data represents performance of Pershing Square, L.P., the fund managed by Pershing Square with the longest track record. Past performance is not necessarily indicative of futureresults. All investments involve the possibility of profit and the risk of loss, including the loss of principal. Please see the additional disclaimers and notes to performance results at theend of this presentation.
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Performance in Up & Down Markets
Pershing Square, L.P.Net Returns vs. S&P 500 (1/1/2004 through 12/31/2014)
Data represents performance of Pershing Square, L.P., the fund managed by Pershing Square with the longest track record. Up months and down months are defined as months in whichthe closing price of the S&P 500 on the last business day of the relevant month was higher and lower, respectively, than the closing price of the S&P 500 on the last business day of theimmediately preceding month. Past performance is not necessarily indicative of future results. All investments involve the possibility of profit and the risk of loss, including the loss of principal.
Please see the additional disclaimers and notes to performance results at the end of this presentation.
7
0.0%
0.5%
1.0%
1.5%2.0%
PershingSquare, L.P.
S&P 500
1.7%
0.7%
Average Monthly Return
0.0%
1.0%
2.0%
3.0%
PershingSquare, L.P.
S&P 500
2.9% 2.9%
Average Return in Up Months
-5.0%
-4.0%
-3.0%
-2.0%
-1.0%
0.0%
PershingSquare, L.P.
S&P 500
(0.8%)
(3.6%)
Average Return in Down Months
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2014 Winners and Losers (gross returns)
8
Past performance is not necessarily indicative of future results. All investments involve the possibility of profit and the risk of loss, including the loss of principal. Each positioncontributing or detracting 50 basis points or more from returns when rounded to the nearest tenth is shown separately. Positions contributing or detracting less than 50 basis points are
aggregated. The returns (and attributions) set forth above do not reflect certain fund expenses (e.g., administrative expenses). Please see the additional disclaimers and notes toperformance results at the end of this presentation.
Winners PSH
Al lergan Inc 19.1%
Canadian Pacific Railway 7.0%
Herbal ife (short) 6.1%
Restaurant Brands In ternational 5.5%
Air Products & Chem icals Inc 5.1%
Beam Inc 2.9%Platform Specialty Products 2.7%
Zoetis Inc 2.2%
Howard Hughes Corp 1.2%
Undisclosed Position 0.7%
5 Other Positions 0.6%
Total 53.1%
Losers PSH
Fannie Mae (0.6%)
Proctor & Gamble (0.5%)
Freddie Mac (0.2%)
5 Other Positions (1.2%)
Total (2.5%)
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Long and Short Attribution (gross returns)
9
2011, 2012, 2013, and 2014 short attribution figures include our position in HKD call options.
Data represents performance of Pershing Square, L.P., the fund managed by Pershing Square with the longest track record. Past performance is not necessarily indicative of futureresults. All investments involve the possibility of profit and the risk of loss, including the loss of principal. Please see the additional disclaimers and notes to performance results at the
end of this presentation.
Long Short
2004 61.6% (5.9%)
2005 53.7% (1.6%)
2006 36.9% (6.9%)
2007 (5.6%) 34.9%
2008 (23.2%) 11.6%
2009 60.5% (11.4%)
2010 43.8% (4.7%)
2011 2.5% (2.1%)
2012 16.9% 1.1%
2013 25.8% (12.0%)
2014 42.4% 5.8%
Pershing Square, L.P.
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Total Assets Under Management
$ in millions
Assets under management are net of any capital redemptions (including crystallized performance fee, if any). This amount includes any capital redemptions effective as of the date ofthis report that are immediately resubscribed into any of the Pershing Square funds. Pershing Square, L.P., Pershing Square International, Ltd., and PSH have investments totaling$286m, $185m, and $91m, respectively, in PS V, L.P. or PS V International, Ltd., co-investment vehicles formed to invest in the securities of (or otherwise seek to be exposed to the
value of securities issued by) Air Products and Chemicals, Inc. (together PSV or Pershing Square V Funds), as of December 31, 2014. These investment amounts are representedin Total Core Fund AUM and only once in Total Firm AUM.
12/31/2014 AUM
Pershing Square, L.P. $5,315
Pershing Square International, Ltd. $5,757
Pershing Square Holdings, Ltd. $6,560
Pershing Square II, L.P. $113
Pershing Square V Funds (Air Products) $541
Total Core Fund AUM $17,746
Total Firm AUM $18,287
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(1) Prior to October 31, 2014, free cash was calculated as total cash held less the market value of equity short positions less the notional value of equity swap positions.From and after October 31, 2014, free cash" represents total cash held (including cash equivalents) less certain items, which may include the following: (i) cash andcash equivalents subject to a security interest, lien or other encumbrances (this could include cash and cash equivalents in an account subject to a controlagreement); (ii) cash in the amount that borrowings from the relevant lender exceed collateral otherwise provided to that lender; (iii) the notional cost of certainderivatives; and (iv) certain short-term payables.
-10.0%
0.0%
10.0%
20.0%
30.0%
40.0%
50.0%
Mar-04
Jun-04
Sep-04
Dec-04
Mar-05
Jun-05
Sep-05
Dec-05
Mar-06
Jun-06
Sep-06
Dec-06
Mar-07
Jun-07
Sep-07
Dec-07
Mar-08
Jun-08
Sep-08
Dec-08
Mar-09
Jun-09
Sep-09
Dec-09
Mar-10
Jun-10
Sep-10
Dec-10
Mar-11
Jun-11
Sep-11
Dec-11
Mar-12
Jun-12
Sep-12
Dec-12
Mar-13
Jun-13
Sep-13
Dec-13
Mar-14
Jun-14
Sep-14
Dec-14
Cash / US Treasury Funds Are the Default
Investment
Quarterly Cash & Equivalents as a % of NAV
Average13.6%
On average, free cash1has historically averaged ~14% of our
fund AUM
Pershing Square, L.P.
11
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Pershing Square Holdings, Ltd. IPO
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Pershing Square Holdings, Ltd.
On December 31, 2012, we launched a new pr ivate fund, PershingSquare Holdings, Ltd. ( PSH )
Private fund NAV prior to IPO on September 30, 2014 had grown to
$3.1B largely through capital appreciation
13
PSH launched with approximately $2.2B on December 31, 2012
An additional $212mm of investor capi tal rolled over from PershingSquare International, Ltd. to PSH at the time of the IPO
The PSH IPO priced on October 1, 2014 raising $2.8B
PSH began trading on Euronext Amsterdam on October 13, 2014
Pershing Square employees invested $129m in the IPO
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Pershing Squares Rationale for PSH
Reduces the need to manage cash for potential redemptions
Al lows for increased percentage of capital to be invested in core strategy
Expands Pershing Squares future investment universe
Lengthens average duration of capital
Facili tates constructive relationships w ith target companies
The stabil ity of PSHs capital enhances Pershing Squares ability tosuccessful ly execute its investment strategy
Please see important legal information at the end of this presentation.
PSH allows Pershing Square to more effectively pursue its strategy
14
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PSH Structure at Listing
16
ManagementIPO Purchases(10-year lock-up)
$128.6mm
ManagementPrivate Phase Investor
(10-year lock-up)$83.9mm
Cornerstoneand
Public Raiseduring IPO
$2.8bn
PS InternationalRollover
$212.5mm
PSHPrivate Phase
$3.0bn NAV
conversion
Pershing Square Holdings, Ltd.$6.2bn NAV
Pershing Square Capital Management
PrivatePhase
/
RolloverI
nitialPublicOffering
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PSH Offering Characteristics
New vs. Exist ing Investors IPO Buyers by Type IPO Buyers by Region
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Liquidity Profile Capital by Share Class
18
Permanent Capital Now Represents >1/3 of our Investor Base
1
12/31/2014
One Year Capital 2.4%
Two Year Capital 13.7%
1/3 per Year Capital 3.2%
1/8 per Quar ter Capi ta l 34.6%
Permanent Capital 36.2%
GP and Affi l iates 10.0%
46% Permanent Capital Including GP and Aff il iate Capital
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Liquidity Profile Impact of PSH
19
Permanent capital signif icantly reduces percent of AUMavailable for redemption
40% reduction
Date
% of Private Funds
Redeemable
% of Total AUM
Redeemable
12/31/14 15.40% 9.21%
3/31/15 15.41% 9.22%
6/30/15 12.22% 7.31%
9/30/15 13.63% 8.16%
Total 56.7% 33.9%
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Current Portfolio Highlights
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2014 Highlights
21
Beam acquired by Suntory for $16bn
Exited General Growth Properties
Initiated investment in and facilitated sale of AGN
Regulatory investigations of HLF and deteriorating businessfundamentals
Seifi Ghasemi hired as Air Products CEO
Initiated investment in Zoetis
BKW merged with Tim Hortons
$2.8bn IPO of Pershing Square Holdings21
2014 was a year marked by strong returns continued value
creation by our portfolio companies which we expect to be furtherenhanced by permanent capital
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Allergan Inc.
At investment inception, ~$37bn market cap specialty
pharmaceutical company
Leader in aesthetics, dermatology, and ophthalmology
In February 2014, Pershing Square formed JV withValeant to assist in Allergan merger
Between February 25th and April 21st, PershingSquare acquired stock and options representing 9.7%of Allergan at an average cost of $128/sharerepresenting 28% of Pershing Squares capital at cost
On Apri l 22nd, Valeant and Pershing Square announcedan unsolici ted offer to acquire Allergan for $153 per
share, a 40% premium to Allergans unaffected stockprice
On November 17th, Allergan agreed to sell to Actavisfor $219 per share in cash and stock representing a75% premium to Pershing Squares init ial purchase
2323
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2424
Allergan Investment Thesis
Allergan has a strong track record of organic growth driven by aportfo lio of market leading products, including the fast-growing Botoxfranchise
Allergan has a poor t rack record of capital allocation and cost
management Given the strategic overlap between Valeant and Allergans product
portfo lios and Valeants superior cost structure, operating model andcapital allocation strategy, we believed a merger between Valeant and
Allergan had the potent ial to create enormous shareholder value
Limited downside
We invested in Allergan at a valuation that reflected the fair valueof the business, assuming no improvements in operations or atransaction
Strategic rationale of a Valeant/Allergan merger
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26
Allergans Response to the Unsolicited Offer
Despite a large premium offer, the Allergan boards response was
hostile and anti-shareholder Threats to engage in preclusive transactions
Refusal to engage with all bidders
Attacks against Valeants business
Obstruction of Special Meeting and shareholder rights
Allergans response warranted a change in the board
Despite extraordinarily onerous special meeting bylaws, PershingSquare received support from shareholders holding ~36% (greater
than 25% required) of Allergan shares to call a Special Meeting onDecember 18th, 2014
Only after failing in California Federal Court lit igation to barPershing Square from vot ing to remove directors did Allergan signa confidentiality agreement with a second bidder, Actavis, to
negotiate the sale of the company
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27
Stockprice
Allergan stock increased 80% including dividends from incept ion of our
posit ion to date, or 71% including dividends from inception to YE 2014
$224
Stock price performance of Allergan from 2/25/2014 to 1/23/2015
Allergan: Share Price Performance
2/25/14: PershingSquare purchases first
Al lergan shares at ~$125per share
4/22/14: Pershing Square and Valeantmake initial unsolicited offer to acquire
Al lergan for $153 per share
11/17/14: Allergan agrees to sale to Actavisfor $219 per share in cash and stock
8/22/14: Allergan shareholders deliverrequisite 25% shareholder support for
a Special Meeting of shareholders
Note: The performance of AGNs stock price is provided for illustrative purposes only and is not an indication of PSHs future returns.
Source: Bloomberg.
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Herbalife: Its a Pyramid Scheme
Video obtained of a meeting of corporate executives and top distributors discussing alevel of inauthenticity in the business
Current Chairmans Club member Stephan Gratziani: Who wants to bring their family into astruggle to make it? Who wants to bring their family into an eventual deception?
Over the past 10 months, four independent directors, including the Lead Director and chairof the Audit Committee, have resigned. Director and Chairmans Club member PedroCardoso is under indictment in Brazil for financial crimes; HLF claims it was unaware ofthe charges and has not disclosed the indictment in i ts SEC filings
No material retail sales
HLF spent over $47million defending itself, but refuses to collect retail sales information
Gratziani: [S]uccessful people in retailing in our business, its a very small percentage. . . .The majority of our people have a difficulty in selling products, in general.
Deceptive recrui tment practices and exaggerated income claims
Lead-generation, nutrition clubs, wellness coaching, multi-level selling in China
Public presentations on Nutrition Clubs, China and harm to the Latino community
Profiles of over 30 top distributors on www.herbalifepyramidscheme.com
29
All facts continue to confirm that Herbalife is a pyramid scheme
__________________ _____________________ _________Sources: SEC & FTC websites; HLF 2005 10K; HLF 2013 10Qs; HLFStatement of Average Gross Compensation; HLF Sales & Marketing Plan.
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$25
$35
$45
$55
$65
$75
$85
30
Stockprice
$79
Stock p rice performance of HLF from 1/1/2013 to 12/31/2013
Herbalife: Timeline of Events
7/29/13: HLF reports2Q13 earnings
7/31/13: Sorosreveals long
position in HLF
9/3/13: Stirit z reveals5% HLF stake
10/28/13: HLFreports 3Q13
earnings
11/20/13: Stiritzconverts to
13D filer
11/22/13:PershingSquare
presents atRobin Hood
12/3/13: BelgiumAppeal s Cour t
decision
12/16/13: HLFannounces
PwC re-audit
HLF shares appreciated by 143% including dividends in 2013
1/9/13: ThirdPoint discloses8% HLF stake
1/10/13: HLFinvestor pres
1/28/13: FTCshuts downFortune Hi-
Tech
2/14/13: Icahnreports 13%HLF stake
2/19/13: HLFreports 4Q12
earnings
2/28/13: TwoIcahn reps join
HLF BoD
4/9/13: KPMGresigns as
HLF auditor
4/29/13: HLFreports 1Q13
earnings
Note: The performance of HLFs stock price is provided for illustrative purposes only and i s not an indication of PSHs future returns.
Source: Bloomberg.
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$25
$35
$45
$55
$65
$75
$85
12/31/2013 3/31/2014 6/30/2014 9/30/2014 12/31/2014
31
Stockprice
Note: The performance of HLFs stock price is provided for illustrative purposes only and i s not an indication of PSHs future returns.
Source: Bloomberg.
$38
Stock p rice performance of HLF from 1/1/2014 to 12/31/2014
Herbalife: Timeline of Events (cont.)
3/12/14: Herbalifediscloses FTC
civil probe
1/23/14: SenatorMarkey calls for
HLF investigation
1/24/14: Activistsmeet with CA AGto discus s HLF
1/28/14: Reportedthat Canadian
regulators startedHLF probe
4/11/14: FTReports DoJ, FBI
Investigation
2/3/14: HLF pre-announces 4Q13
earnings andlaunches convert
7/22/14: PershingSquare Nutrition
Club Presentation
From its high of $82 in January 2014, Herbalifes stock price declined52% in 2014 due to, among other things, regulatory investigations,public scrutiny, deterioration of the business and earnings
3/11/14: PershingSquare Herbalife
China Presentation
7/28/14: HLFQ2 ResultsDisappoint
11/3/14: HLF Q3Results
Disappoint
4/17/14: Press
Reports Probeby IL & NY AG
Offices
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$25
$35
$45
$55
$65
$75
$85
5/1/2012 8/1/2012 11/1/2012 2/1/2013 5/1/2013 8/1/2013 11/1/2013 2/1/2014 5/1/2014 8/1/2014 11/1/2014
32
Stockprice
From the inception of our short position on May 1, 2012, HLF stock
has declined by 41% including dividends
$31
Stock price performance of HLF from 5/1/2012 to 1/23/2015
Herbalife: Performance Since Short Inception
Note: The performance of HLFs stock price i s provided for illustrative purposes only and is not an indication of PSHs future returns.
Source: Bloomberg.
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Operating Performance has Turned the Corner
Organic operating performance has begun to deteriorate led by
Herbalifes most mature markets
33
Worldwide Volume Points YoY Growth Over Time (%)
13% 13%
9%
5%
0%
(2%)
(4%)
(2%)
0.0%
2%
4%
6%
8%
10%
12%
14%
Q3'13 Q4'13 Q1'14 Q2'14 Q3'14 Q4'E
Q3 Volume Points YoY Growth Comparison (%)
Q3
2013A 2014A
YoY Volume Points Growth (%)
North America 9% (4%) (13%)
Mexico 4% (0%) (4%)
South & Central America 32% (17%) (48%)
EMEA 19% 15% (5%)
Asia Pacific (3%) 3% 6%
China 71% 24% (47%)
Worldwide 13% 0% (12%)
____________________ _____________________ _______
Source: Herbalife financial statements. Q4E based on the midpoint or Herbalife guidance as reported November 3 rd, 2014.
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$0
$1,000
$2,000
$3,000
$4,000
$5,000
$6,000
$7,000
$8,000
$9,000
12/31/2013 3/31/2014 6/30/2014 9/30/2014 12/31/2014
Gross Debt Diluted Market Capitalization (Ex-Cash)
Herbalife: Running Out of Options
34
HLF took on substantial leverage in 2014 to fuel an aggressive buyback
program and bolster a falling share price. With an $1B credit facili tymaturing in March 2016, Herbalife is running out of options
Enterprise Value Decline
____________________ _____________________ _______
Source: Bloomberg.
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High-quality, simple, predictable, free-cash-flow generative business
Global oligopoly enjoys attractive returns due to local incumbency advantagesdriven by the high transportation costs of the product
Stability: diversified, contracted, buffered from macro, inflation, and input costs
Decades of secular growth at 1.5-2.0x industrial production
Substantial untapped potential, cheap as-fixed
Decades of underperformance, but shortfalls are fixable We believe APDs EBIT margins (16%) can approach comparable Praxair (22%)
Key is improving productivity and capital allocation
Potential to substantially improve the earnings base in medium term
At our average cost of $98/share, we believe APD shares did not reflect latent
opportunity
3636
Air Products (APD): Investment Thesis
Activist engagement could help real ize latent potential and generateattractive returns wi th modest risk of permanent capital loss
Pershing Squares agreement with the Board entailed three newdirectors and a retirement of the former CEO with a search process for anew CEO commenced promptly
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Seifis p lan to improve performance rests on five core principles:
1) Focus on the core 4) Control capital / costs
2) Restructure the organization 5) Align rewards
3) Change the company culture
Target to increase EBIT margins from 16% to ~22.5% to achieveperformance levels in l ine with its well-run competitor Praxair
Of this 650bps of improvement, half is expected to come from SG&A and
overhead and half from operational efficiencies and productivity
Early results are encouraging, highl ighted by impressive FY Q4 results
Earnings per share 10% above best quarter in company history
17.9% EBIT margin highest in nine years, SG&A reduced 7% in the quarter
Strong FY Q1 results 3838
APD is Beginning a Significant Transformation
APD has announced a plan to improve performance to industry-
best levels
Source: Company Filings and Disclosures.
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100
110
120
130
140
150
Jan 2014 Feb 2014 Mar 2014 Apr 2014 May 2014 Jun 2014 Jul 2014 Aug 2014 Sep 2014 Oct 2014 Nov 2014 Dec 2014
APD: Share Price Performance in 2014
39
APDs share price increased 32% including dividends in 2014
Shareprice
Note: The performance of APDs share price is provided for illustrative purposes only and is not an indication of PSHs future returns.
Source: Bloomberg.
$144
6/18/14: APDs Boardnames Seifi Ghasemi itsChairman, President, andCEO effective Jul y 1st
9/26/13: APD announces majorcompany restructuring and bestin industry goal
10/30/14: APDannounces recordFY Q4 results
7/23/14: Seifi hostsfirst earnings call,sole focus to createshareholder value
Stock pri ce performance of APD from 1/1/2014 to 12/31/2014
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Canadian Pacific
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42
CP: Remarkable Transformation Continues
2014 results highlight continued rapid pace of transformation
under Hunter Harrison and the reconsti tuted CP Board Annual earnings per share growth of 32% despite record winter
conditions in Q1 and lingering industry-wide congestion
Operating Ratio of 64.7%, third-best in industry
CP reached i ts four-year targets, including a 65% OperatingRatio, in just two years given the rapid pace of the Companysoperational t ransformation
Board and management-led initiatives on capital allocationare creating shareholder value
Prudent target leverage of 2x EBITDA
Repurchased $2bn of stock, or 6% of shares outstanding, at $199CAD per share
In May, Hunter Harrisons contract was extended one yearthrough 2017
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43
We Believe CP Remains an Attractive Investment
Transformation will remain rapid in 2015, with 2015 guidance of 7-8%revenue growth, a 62% Operating Ratio or better, and 25%+ EPS growth
CP announced new four-year targets at its October Analyst Day
2018 revenue of $10bn, implying a 10.5% compound annual growth rate
Operating Ratio of 58-63%
Earnings per share more than doubling to $17 per share, before the effectsof further buybacks beyond CPs current authorization
Management has stated that despite the recent decline in oil prices they arehighly confident that they will hit four-year plan targets
We believe CP remains an attractive investment led by a superlativemanagement team with further potential in the coming years
Continued operational excellence is enhancing service and reliability
whi le lowering CPs cost to serve, which is driving an acceleration ofrevenue growth and a robust long-term outlook
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40
60
80
100
120
140
160
180
200
220
240
260
Sep
2011
Dec
2011
Mar
2012
Jun
2012
Sep
2012
Dec
2012
Mar
2013
Jun
2013
Sep
2013
Dec
2013
Mar
2014
Jun
2014
Sep
2014
Dec
2014
40
60
80
100
120
140
160
180
200
220
240
260
Sep
2011
Dec
2011
Mar
2012
Jun
2012
Sep
2012
Dec
2012
Mar
2013
Jun
2013
Sep
2013
Dec
2013
Mar
2014
Jun
2014
Sep
2014
Dec
2014
CP: Share Price Performance Since Inception
45
10/28/11: PershingSquare 13D Filed
Shareprice(CA
D)
2/4/13: Keith Creelnamed Pres. & COO
1/29/14: CPs 2014 guidancecalls for 30%+ EPS growth(at 65% or better OR)
10/24/13: PershingSquare sale of 6million shares
CPs share price increased 384% including dividends since inception of
our investment
5/21/12: All sevenPershing Squarenominees elected toBoard with 90% ofthe vote
6/29/12: HunterHarrison named CEO
12/4/12: CP AnalystDay details mid-30smargin target by 16
10/23/13: CP announces str ong earnings results
while management emphasizes that 65% OR target(35% EBIT margin) is expected by 2014 (two yearsahead of four-year timeline)
$219
4/28/14: PershingSquare sale of 3million shares
10/2/14: Analyst Day details new four-year targets: 10.5% revenue CAGR Operating ratio of 58-63% EPS of $17, before further buybacks
Stock pri ce performance of CP from 9/22/2011 to 1/23/2015 (CAD)
Note: The performance of CPs share price is provided for illustrative purposes only and is not an indication of PSHs future returns.
Source: Bloomberg.
1/22/15: Q4 earnings callhighlights:
Record 59.8% OR Guidance for 2015 EPS
growth of greater than25%
Reaffirmation of l ong-
term targets
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Restaurant Brands International
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Control shareholder 3G is ideal operating partner and sponsor
Transformational acquisi tion of Tim Hortons in December 2014
Leading global fast-food brands w ith a franchise-focused model
Restaurant Brands International (Burger King)
47
18,000+ fast-food units under Burger King and Tim Hortons brands
Significant unit growth opportunity requires little capital
Leading fast-food brand in Canada
Substantial unit growth opportunity outside of Canada
Meaningful operational and capital efficiencies
Recent acquisi tion of Tim Hortons enhances Restaurant Brandsmedium- and long-term EPS growth rate and creates a more valuablecompany
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$20
$25
$30
$35
$40
$45
48
Shareprice
Restaurant Brands Internationals share price increased 72% includingdividends in 2014
$39
Note: The performance of Restaurant Brands Internationals share price is provided for illustrative purposes only and is not an indication of PSHs future returns.Source: Bloomberg.
8/24/14: Burger King andTim Hortons con firm talks
regarding potentialstrategic transaction
8/26/14: Burger King
announces acquisition ofTim Hortons
12/12/14: Burger King
completes acquisition ofTim Hortons
QSR/BKW: Share Price Performance in 2014
Stock pri ce perfo rmance of QSR/BKW from 1/1/2014 to 12/31/2014
QSR/BKW: Share Price Performance Since
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QSR/BKW: Share Price Performance Since
Inception
49
Restaurant Brands Internationals share price increased 175% including
dividends since it merged with Justice Holdings
Stock pri ce perfo rmance of QSR/BKW from 6/19/2012 to 1/23/2015
Note: The performance of Restaurant Brands Internationals share price is provided for illustrative purposes only and is not an indication of PSHs future returns. Share price performance based on close
price of Burger King when-issued shares on 6/19/2012Source: Bloomberg.
$10
$15
$20
$25
$30
$35
$40
$45
Shareprice
$39
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51
Platform Specialty Products Corporation
51
Agricultural chemicals is an attract ive industry
Announced $5bn of acquisi tions in agricultural chemicals industry in 2014
Platform of asset-light, high-touch specialty chemicals businesses
Asset-light, high-touch = high margins and switching costs, low capitalintensity
Experienced management team with demonstrated record of value creation
Rich opportunity set for future M&A
Three acquisitions: Chemtura AgroSciences, Agriphar, and Arysta
Agricul tural chemicals vital for crop output to meet r ising food demand
Transactions expected to deliver signif icant cost and revenue synergies
Asset-light, high-touch characteristics
Regulations create barriers to entry
Favorable secular growth dynamics
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$10
$15
$20
$25
$30
52
Shareprice
In 2014, Platforms share price increased by 69% including the attachedwarrants associated with the IPO
$23
Note: The performance of Platforms share price is provided for i llustrative purposes only and is not an indication of PSHs future returns.Source: Bloomberg.
4/17/14: Platformannounces acquisition of
Chemtura AgroSolutions
8/6/14: Platformannounces acquisition of
Agriphar
8/20/14: Platformannounces acquisition of
Arysta L ifeScience
Platform: Share Price Performance in 2014
Stock price performance of Platfo rm from 1/1/2014 to 12/31/2014
Platform: Share Price Performance Since
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53
Since the IPO on the London Stock Exchange in May 2013, Platforms
share price has increased 144%, including the attached warrantsassociated with the offering
Note: The performance of Platforms share price is provided for i llustrative purposes only and is not an indication of PSHs future returns.Source: Bloomberg.
Platform: Share Price Performance Since
Inception
Stock price performance of Platfo rm from 5/16/2013 to 1/23/2015
$5
$10
$15
$20
$25
$30
Shareprice
$22
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Zoetis Inc.
55
~$4.7bn 2014e revenue, largest manufacturer ofmedication for pets and livestock in the world
~$22bn equity market capitalization
Split-off f rom Pfizer June 2013
Pershing Square began buying Zoetis shares on July 22nd2014 and owns a 8.5% stake in the company
Passes Pershing Squares high bar for business quality
Simple, predictable, and free cash-flow generative
Highly durable and diverse product portfolio notsubject to high levels of generic competition
Only large, publicly traded pure-play animal healthbusiness
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$25
$30
$35
$40
$45
$50
7/22/2014 8/22/2014 9/22/2014 10/22/2014 11/22/2014 12/22/2014 1/22/2015
56
Stockprice
Zoetis stock increased 35% including dividends from inception of ourposit ion to date, and increased 31% including dividends from inceptionto YE 2014
~$44
Stock price perfo rmance Zoetis from 7/22/2014 to 1/23/2015
Zoetis: Share Price Performance
7/22/14: Pershing
Square purchases firstZoetis shares at ~$33per share
11/12/14: Pershing Square and SachemHead group file 13-D with 10.1% combined
economic ownership
Note: The performance of Zoetiss share price is provided for illustrative purposes only and is not an indication of future returns of the Pershing Square funds.Source: Bloomberg.
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$100
$110
$120
$130
$140
$150
$160
$170
$180
59
Shareprice
The Howard Hughes Corporations share price increased 9%
in 2014
$130
Note: The performance of HHCs share price is provided for illustrative purposes only and is not an indication of PSHs future returns.Source: Bloomberg.
HHC: Share Price Performance in 2014
Stock pri ce perfo rmance of HHC from 1/1/2014 to 12/31/2014
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$0
$20
$40
$60
$80
$100
$120
$140
$160
$180
60
Since the spinoff from GGP in November 2010, The Howard Hughes
Corporations share price has increased 219%
Note: The performance of HHCs share price is provided for illustrative purposes only and is not an indication of PSHs future returns.Source: Bloomberg.
Stock pri ce performance of HHC from 11/5/2010 to 1/23/2015
HHC: Share Price Performance Since Inception
$121
Shareprice
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Fannie Mae & Freddie Mac (GSEs)
62
The GSEs are vital to the U.S. mortgage market and there is no other
credible alternative to replace them
In 2013, the Government began str ipping all prof its from the GSEs andsending them to Treasury every quarter, in perpetui ty
The net worth sweep is an unlawful taking of shareholders' privateproperty
The net worth sweep is an untenable economic arrangement that preventsthe GSEs f rom building capital and subjects taxpayers to grave risk
In September 2014, the U.S. Dist ric t Court for the Distr ict of Columbiadismissed shareholder lawsuits seeking to enjoin the net worth sweep
We and other shareholders are pursuing lawsuits in other courts, includingthe U.S. Court of Federal Claims, which adjudicates unlawful takingsclaims
We remain convinced that Treasury s net worth sweep wi ll ul timately bereversed and the GSEs future share prices wi ll be a large multiple of theircurrent prices
Fannie and Freddie: Share Price Performance in
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$1.00
$2.00
$3.00
$4.00
$5.00
$6.00
$7.00
63
Shareprice
Fannie Mae and Freddie Mac share prices declined 32% and 29%,
respectively, in 2014
$2.06
Note: The performance of Fannie Mae and Freddie Macs share prices i s provided for illustrative purposes only and i s not an indication of PSHs future returns.Source: Bloomberg.
$2.06
Fannie Mae Freddie Mac
9/30/14: US Distri ct Cour tdismisses shareholder
lawsuit seeking to enjointhe net worth sweep
Fannie and Freddie: Share Price Performance in
2014
Stock p rice performance of Fannie and Freddie from 1/1/2014 to 12/31/2014
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Exited Positions
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Positions Exited in 2014
66
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Beam: Share Price Performance in 2014
67
Beams share price increased by 23% including dividends f rom thebeginning of 2014 to the closing date of Beams acquisition by Suntory
Note: The performance of Beams share price is provided for i llustrative purposes only and is not an indication of PSHs future returns.
Source: Bloomberg.
(1) 5/1/14 represents the date that cash was received from Suntory in exchange for their Beam shares. 4/30/14 was the last day Beam shares traded on the NYSE.
Stock pri ce perfo rmance of Beam from 12/31/2013 to 5/1/2014(1)
Stockprice
$65
$67
$69
$71
$73
$75
$77
$79
$81
$83
$85
$83.50
1/13/14: Suntoryagrees to acquireBEAM for $83.50per share in cash
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1/13/14: Suntoryagrees to acquireBEAM for $83.50per share in cash
$40
$45
$50
$55
$60
$65
$70
$75
$80
$85
Beam: Share Price Performance Since Spin-Off
68
Beams share price increased by 104% including dividends from the dateFBHS was spun of f from Fortune Brands unt il the day Beam wasacquired
Note: The performance of Beams share price is provided for i llustrative purposes only and is not an indication of PSHs future returns.
Source: Bloomberg.(1) 5/1/14 represents the date that cash was received from Suntory in exchange for their Beam shares. 4/30/14 was the last day Beam shares traded on the NYSE.
Stock pri ce perfo rmance of Beam from 10/3/2011 to 5/1/2014(1)
Stockprice
$83.50
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$65
$70
$75
$80
$85
$90
P&G: Share Price Performance for 2014
69
P&Gs share price declined by 1%, including dividends, from thebeginning of 2014 to the date we exited the position
Note: The performance of P&Gs share price is provided for i llustrative purposes only and is not an indication of PSHs future returns.Source: Bloomberg.
Stock pri ce perfo rmance of P&G from 12/31/2013 to 6/25/2014
Stockprice $79
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$55
$60
$65
$70
$75
$80
$85
$90
P&G: Share Price Performance Since Inception
70
P&Gs share price increased by 30% includ ing dividends from inception
of our ini tial investment to exit
Note: The performance of P&Gs share price is provided for i llustrative purposes only and is not an indication of PSHs future returns.
Source: Bloomberg.
Stock pri ce perfo rmance of P&G from 5/4/2012 to 6/25/2014
Stockprice
$79
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GGP: Share Price Performance in 2014
71
GGPs share price was flat, including dividends, from the beginning of2014 to the date we exited the posit ion
Note: The performance of GGPs share price is provided for illustrative purposes only and is not an indication of PSHs future returns.
Source: Bloomberg.
Stock pri ce perfo rmance of GGP from 12/31/2013 to 2/4/2014
Stockprice
$15
$16
$17
$18
$19
$20
$21
$22
$23
$24
$25
$20
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$0
$5$10
$15
$20
$25
$30
$35
$40
Nov-08 Nov-09 Nov-10 Nov-11 Nov-12 Nov-13
GGP (incl. dividends)
Howard Hughes
Rouse
GGP: Total Shareholder Returns
72
On the date of Pershing Squares exit , GGP, including a shareholdersinterest in the Howard Hughes and Rouse spinoffs, traded at more than100 times the price at which we first began accumulating our position inNovember 2008
$0.35
~$35
Note: The performance of GGPs share price is provided for illustrative purposes only and is not an indication of PSHs future returns. GGPs share price is based on data from inception of the position
through February 4, 2014, the date that Pershing Square exited the GGP position. Please see the additional disclaimers referring to this page at the end of this presentation. Pershing Square exited the
Rouse position on February 2, 2012 and continues to hold a position in HHC.
Source: Bloomberg.
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Business & Organizational Update
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Organizational Update
74
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Personnel Additions in 2014
Charles KornJoined Pershing Square in September 2014Kohlberg Kravis Roberts & Co., Private Equity AssociateGoldman, Sachs & Co., AnalystB.A., The University of Western Ontario, Richard Ivey School ofBusiness, Ivey Scholar
William DoyleJoined Pershing Square in September 2013 as a Consultant and asInvestment Team member in October 2014WFD Ventures, LLCJohnson & JohnsonMcKinsey & CompanyM.B.A., Harvard Business SchoolS.B., Massachusetts Inst itute of Technology
75
Investment Team
P l Additi i 2014 ( ti d)
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Personnel Additions in 2014 (continued)
Roman Velikson
Investor Relations
Vice President
Joined Pershing Square in June 2014Goldman, Sachs & Co.Compass Asset ManagementMorgan Stanley
M.B.A., The University of Chicago, Graduate School of BusinessB.A., The University o f Wisconsin-Madison
76
Vice President
Joined Pershing Square in June 2014Hewitt EnnisKnupp Inc.Cliffwater LLCPfizer Inc.M.B.A., Penn State UniversityB.A., Villanova Universit y
C.F.A.
Louis Kahl
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78
Personnel Additions in 2014 (continued)
Security
Joined Pershing Square in August 2014New York City Police DepartmentHunter College
Naim Ibroci
Technology
Eddie MillerTechnology Support Representative
Joined Pershing Square in November 2014Providence Equity PartnersLocal 338
A.A.S. Information Technology, Nassau Communi ty Col lege
Shareholder Services
Ryan BeldenShareholder Services AssociateJoined Pershing Square in October 2014SS&C Technologies Inc.HSBC Bank, N.A.The Reserve (formerly The Reserve Funds)CitigroupB.S., University of Maine
Operations
P l U d t i 2015
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Personnel Updates in 2015
79
Legal & Compliance Additions
Senior Counsel
Join ing Pershing Square in January 2015
United States Attorneys Office, Southern District of New YorkJ.D., Columbia University Law SchoolB.A., Wesleyan University
Jenna Dabbs
Stephen FraidinVice Chairman
Join ing Pershing Square in February 2015Kirkland & Ellis LLPLL.B., Yale Law School
A.B., Tufts Universi ty
Dan CarpenterAssistant Compliance Officer
Join ing Pershing Square in February 2015Willkie Farr & Gallagher LLPJ.D., Georgetown Universi ty Law CenterM.B.A., Simon Graduate School of Business AdministrationB.S., Nyack Col lege
Chief Legal Officer
Pershing Square June 2006 February 2015Roy Katzovicz
Legal & Compliance Departure
Additional Disclaimers and Notes to Performance Results
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80
Additional Disclaimers and Notes to Performance Results
Presentation of Performance Results and Other DataThe performance results of PSH and Pershing Square, L.P., the Pershing Square fund with th e longest performance track r ecord, includ ed in this presentation arepresented on a gross and net-of-fees basis. Gross and net performance incl ude the reinvestment of all divid ends, interest, and capital gains, and reflect thededuction of, among other things, brokerage commissi ons and administrative expenses. Net performance reflects the deduction of management fees and accruedperformance fee/allocation , if any. All perform ance provided herein assumes an i nvestor has been invested in PSH or Pershing Square, L.P. since their respective
inception dates and particip ated in any "new iss ues," as such term i s defined under Rules 5130 and 5131 of FINRA. Depending on timing of a specifi c investmentand participation in new issues, net performance for an indivi dual investor may vary fr om the net performance as stated herein. Performance data for 2014 and2015 is estimated and unaudited.
Pershing Square, L.P.s net return s for 2004 were calculated net o f a $1.5 million (approxi mately 3.9%) annual management fee and performance allocation equal to20% above a 6% hurdle, in accordance wi th the terms of t he limited partnership agreement of Pershing Square, L.P., which was later amended to provid e for a 1.5%annual management fee and 20% performance allocatio n effective January 1, 2005. In addition, pu rsuant to a separate agreement, in 2004 the sole unaffili atedlimited partner paid Pershing Square Capital Management, L.P. an addition al $840,000 for overhead expenses in co nnection w ith services provid ed unrelated toPershing Square, L.P. To the extent such amounts had been included in the management fee charged to th e fund, net returns wo uld have been lower.
The market index shown i n this presentation, the S&P 500, has been selected for pur poses of co mparing the perform ance of an investment i n the Pershing Squarefunds wi th a well-known, broad-based equity bench mark. The statistical data regarding the index has been obtained from Bloomberg and the returns arecalculated assuming all d ividends are reinvested. The index is not subject to any of the fees or expenses to which the Pershing Square funds are subject. Thefunds are not restricted to investing in t hose securities whi ch comprise this i ndex, their performance may or may not correlate to the index and it should not beconsidered a proxy for the index. The volatility of an index may materially differ from the volatility of the Pershing Square funds portfolio . The S&P 500 is
compris ed of a representative sample of 500 large-cap companies. The index is an unmanaged, float-weighted index wi th each stock's w eight in the index inproporti on to its float, as determined by Standard & Poors. The S&P 500 index is pro prietary to and is calculated, distrib uted and marketed by S&P Opco, LLC (asubsidi ary of S&P Dow Jones Indices L LC), its affil iates and/or its lic ensors and has b een licensed for use. S&P and S&P 500, among other famous marks, areregistered trademarks of Standard & Poor's Financial Services LL C. 2014 S&P Dow Jones Indices LL C, its affiliates and/or its l icensors. All rights r eserved.
The performance attribution s to the gross returns provi ded on page 8 are for illustrative purposes onl y. On page 8, each positio n with contri bution to returns of atleast 50 basis poi nts (when rounded to the nearest tenth) is shown separately. Positions wi th smaller contrib utions are aggregated. On page 8, each posi tiondetracting 50 basis points (when round ed to the nearest tenth) or more from returns is show n separately. Position s detracting less th an 50 basis po ints areaggregated. Returns were calculated taking into account currency hedges, if any. These gross returns do not r eflect deduction of m anagement fees and accruedperformance fee/allocation . These returns (and attributi ons) do not reflect certain other fund expenses (e.g., administrative expenses). Inclusion o f suchfees/allocations and expenses would produce low er returns than presented here. Please refer to the net performance fig ures presented on page 5 of thispresentation.
Share price performance data is provided for illust rative purposes only and is not an indic ation of actual returns to the Pershing Square funds over the periodspresented or future returns of PSH. Additionally, it sho uld not be assumed that any of the changes in shares prices of the investments li sted herein indicate thatthe investment recommendations or decisions t hat Pershing Square makes in the future wi ll be profitable or wi ll generate values equal to those of th e companies
discuss ed herein. All s hare price performance data calculated to date is calculated thro ugh February 23, 2015.
Past performance is not necessarily indicative of future results. All investments inv olve the possibilit y of profit and the risk of loss, includ ing the loss of principal.This presentation does not constitut e a recommendation, an offer to sell or a solici tation of an offer to purchase any security or investment produ ct. Nothingcontained herein constitutes inv estment, legal, tax or other advice nor is it to be relied on in making an investment or other decision. All inform ation is current asof the date hereof and is su bject to change in the future.
Forward-Looking StatementsThis presentation also contains forward-lookin g statements, which reflect Pershing Squares views. These forward-looking statements can be identified byreference to words such as believe, expect, potential , continue, may, will , should, seek, approximately , predict, intend, plan, estimate, anticipate o r other comparable words. These forward-looking statements are subject to various risk s, uncertainties and assumptions. According ly, there are orwill be impor tant factors that could cause actual outcomes or results to diff er materially from tho se indicated in these statements. Should any assumptionsunderlying the forward-look ing statements contained herein prove to be incorrect, the actual outcom e or results may differ materially from outcomes or resultsprojected in these statements. None of the Pershing Square funds, Pershing Square or any of their respective affiliates undertakes any obli gation to update orreview any forward-lookin g statement, whether as a result of new inf ormation, future developments or otherwi se, except as required by appl icable law or
regulation. 80
Additional Disclaimers and Notes to Performance Results
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Additional Disclaimers and Notes to Performance Results
Risk Factors
Investors in PSH may lose all, or substantially all, of their i nvestment in PSH. Any person acquir ing shares in PSH must be able to bear the risks involv ed. Theseinclude, among other things, the following:
PSH is exposed to a concentration of investments, whi ch could exacerbate volatility and investment risk;
Activis t investment strategies may not be successful and may result in signifi cant costs and expenses;
Pershing Square may fail to identify sui table investment opportuni ties. In addition, the due dilig ence performed by Pershing Square before investing may notreveal all relevant facts in connection w ith an investment;
While Pershing Square may use litigation in p ursuit of activ ist in vestment strategies, Pershing Square itself and PSH may be the subject of l itigation or r egulatoryinvestigation;
Pershing Square may participate substantially i n the affairs of portf olio companies, whic h may result in PSHs inabili ty to purchase or sell the securities of suchcompanies;
PSH may invest in derivative inst ruments or maintain positi ons that carry particular risk s. Short selling exposes PSH to the risk of theoretically u nlimi ted losses;
PSHs non-U.S. currency i nvestments may be affected by f luctuations in currency exchange rates;
Adverse changes affecting the gl obal financial markets and economy m ay have a material negative impact on the performance of PSHs investments;
Changes in laws or r egulations, or a failure to comply with any laws and regul ations, may adversely affect PSHs business, inv estments and results of o perations; Pershing Square is dependent on William A. Ackman;
PS Holdings Independent Voting Company Limi ted controls a majority of the voting po wer of all of PSHs shares;
PSH shares may trade at a discount t o NAV and their pric e may fluctuate signifi cantly and potential inv estors could l ose all or part of their in vestment;
The ability of po tential investors to t ransfer their PSH shares may be limited by the imp act on the liquid ity of the PSH shares resulting f rom restricti ons imp osedby ERISA and simi lar regulations, as well as a 4.75 per cent. ownership l imit;
PSH is exposed to changes in tax laws o r regulations, or their in terpretation; and
PSH may invest in United States real property h olding cor porations wh ich coul d cause PSH to be subject to tax un der the United States Foreign Investment inReal Property Tax Act.