<strong>Annual</strong> <strong>Report</strong> Year Ended December 31, 2014Management and governance can have a bigimpact on the per-share prospects of even the bestbusinesses, and an even greater impact on lowerqualitybusinesses. This has led us to purchasehigher-quality businesses when we can find themat prices that make sense. The importance of goodgovernance and management to a successfulinvestment outcome is made particularly clearwhen the cash flows to the owners of a businessare back-end loaded. The majority of the cashgenerated by most publicly traded businesses isnot distributed to their owners in the short term.Cash returned to owners in the form of dividendsand stock buybacks usually represent a minority ofthe cash generated by the business, with thebalance of a business’ cash often reinvested innew projects or acquisitions.As a shareholder willing and able to take a proactiveor re-active stance with respect to ourholdings, we can help mitigate the risk of poorgovernance and the inefficient use of excess cashby having an impact on both management andgovernance. While we can have significantinfluence, we cannot completely eliminate poorinvestment or management decisions. As a largeinfluential shareholder, we can also often play ameaningful role in determining when the equity“bond” comes due. For example, if it makes sensefor a business to be sold because it has reachedthe end of its strategic life, or becausemanagement cannot be identified to maximize thevalue of a business, or because the greatest longtermvalue can be generated through a sale, wecan meaningfully increase the probability that asale can be executed.HedgingWe have never managed the funds to be so-called“market neutral,” nor have we attempted to mitigate(or take advantage of) the funds’ exposure toshort-term market movements because we do notbelieve we have a competitive advantage in doingso. Rather, we invest our capital in a small numberof situations which we believe have modestdownside risk and substantial opportunities forprofit. The modest downside risk comes from: (1)the identification of high quality businesses that arerelatively immune to short-term macro factors andother extrinsic risks outside of our control, and (2)the fact that we have purchased our investments atprices which we believe to be a substantialdiscount to our assessment of intrinsic value. Inaddition, many of our investments have specificcatalysts to unlock value – progress throughbankruptcy, changes to capital structures,operating enhancements, a sale to a strategicbuyer, and others – that make them somewhat lesssensitive to overall stock market movements. Evenso, if the stock market were suddenly to declinesubstantially, most of our long investments wouldlikely decline in value.While some hedge fund investors mitigate their(often large) gross exposures through offsettingshort positions that equal or approach the size oftheir long portfolio and result in a low net exposure,this is not an approach with which we arecomfortable. Despite our substantial net longexposure since inception, we have been able togenerate high returns with modest downwardvolatility because of the inherent balance in ourportfolio: The substantial majority of our assets aretypically invested in high quality, well-capitalizedbusinesses at substantial discounts to intrinsicvalue with catalysts for value creation. These longinvestments are [occasionally] balanced by shortpositions, principally expressed through creditdefault swaps, in high-risk, highly leveragedenterprises often with aggressive and/or fraudulentaccounting and bad business models.Hedging InstrumentsWhile we make no attempt to manage short-termvolatility in our performance, we have alwayssought to identify investments from which we willprofit in the event of dramatic downward moves inthe stock or credit markets. For this category ofinvestments or hedges, our strong preference is forsituations where we risk only a modest amount ofcapital in exchange for a large payoff should theevent take place, and a potential total loss of thecapital invested in the event it does not take place.Because of the limited amount of our capital thatwe expose to these commitments, the cost of sucha hedging program in the last few years has beena small drag on our performance, with the risklimited to the modest amount of capital invested inthese strategies. Viewed in its entirety, however,this investment program has generated enormousnet returns for the funds largely due to profits fromcredit default swaps (CDS) in 2007 through 2009.For the first five years of our existence, wepurchased large amounts of CDS on single-namecredits or the investment grade indexes to performthis function. CDS were an ideal form of disasterprotection because we were able to identify creditswhose ratings or perceived creditworthiness weremuch greater than the reality. As a consequence,20 PERSHING SQUARE HOLDINGS, LTD.
<strong>Annual</strong> <strong>Report</strong> Year Ended December 31, 2014we could short credits on which we expected toprofit as the market eventually reassessed theircreditworthiness, when credit events took place, orwhen stocks and bonds generally declined invalue. These were ideal hedges, as the best andleast costly hedge is one which you wouldpurchase as a standalone investment withoutregard to its hedging benefits, but one which alsois likely to increase in value dramatically at times ofmarket stress.We have been unable to identify large singlename,standalone CDS investments since 2009.This is largely due to the rapid improvement incorporate creditworthiness over the last [six] years.Asymmetry in Hedging and InvestingSince the inception of the funds, we havepurchased options which offer asymmetric payoffsin the event of the occurrence of low-probabilitycatastrophic or otherwise unanticipated negativeevents. These events could include largemovements in interest rates, currencies, or otherasset prices that we believe may occur duringperiods of market stress. Most of the options thatwe have purchased that fit this description havehistorically expired worthless. You have not noticedthese losses because the size of thesecommitments has been immaterial.We have committed capital to these investmentsbecause of the potential hedging benefits theyoffer, and also, in certain cases, because webelieve the pricing of the instruments understatesthe expected value of the payoff event. For each ofthese investments, the payoffs have historicallybeen zero or nominal unless there is a largemovement in the underlying instrument, which isonly likely to occur during periods of extraordinarymarket stress. As such, they are not likely toprotect the funds from other than very large marketdeclines, and even then there is no guarantee thatthey will serve their desired function.We have also made asymmetric investments whichare not for hedging purposes but which also offerlarge payoffs on relatively modest commitments ofcapital where we similarly believe that the markethas mispriced the probability of a positive outcome.In some cases, as with GGP, we were able to buycommon stock for less than a dollar per sharebecause the probability of a recovery forshareholders was correctly perceived to be deminimis, but where our active intervention couldmeaningfully tilt the probability of a successfuloutcome in our favor.The Impact of Macro Factors on Our InvestmentSelectionDespite the fact that we occasionally have anopinion, we spend little time trying to outguessmarket prognosticators about the short-term futureof the markets or the economy for the purpose ofdeciding whether or not to invest. Since we believethat short-term market and economicprognostication is largely a fool’s errand, we investaccording to a strategy that makes the need to relyon short-term market or economic assessmentslargely irrelevant.Our strategy is to seek to identify businesses andoccasionally collections of assets which trade inthe public markets for which we can predict with ahigh degree of confidence their future cash flows –not precisely, but within a reasonable band ofoutcomes. We seek to identify companies whichoffer a high degree of predictability in theirbusinesses and are relatively immune to extrinsicfactors like fluctuations in commodity prices,interest rates, and the economic cycle. Often, weare not capable of predicting a business’ earningspower over an extended period of time. Theseinvestments typically end up in the “Don’t Know”pile.Because we cannot predict the economic cycleswith precision, we look for businesses which arecapitalized to withstand difficult economic times oreven the normal ups and downs of any business. Ifwe can find such a business and it trades at adeep discount to our estimate of fair value, wehave found a potential investment for the portfolio.Next we look for the factors that have led to thebusiness’ undervaluation, and judge – based onour assessment of the company’s governancestructure, management team, ownership, and otherfactors – whether we can effectuate change inorder to unlock value. When the price is right, thebusiness is high quality, the management isexcellent, and there are no changes to be made,we are willing to make a passive investment.Our assessment of the short-term supply anddemand for securities plays almost no role in ourdetermining whether to invest capital, long or short.If we believed that it was possible to accuratelypredict short-term market or individual stock pricemovements and we had the capability to do soourselves, we might have a different approach.Over the past [11] years, we have profited notbecause of our predictive powers concerningmacro events, but rather because of our ability toPERSHING SQUARE HOLDINGS, LTD. 21
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