PSH-Annual-Report

Annual Report Year Ended December 31, 2014FOOTNOTES TO 2014 KEY HIGHLIGHTS AND INVESTMENT MANAGER’S REPORT1 Performance results are presented on a gross and net basis. Net returns include the reinvestment of all dividends, interest, and capital gains andassume an investor has been invested in the relevant Pershing Square fund since inception and participated in any “new issues”, as such term isdefined under Rules 5130 and 5131 of FINRA. Net returns also reflect the deduction of, among other things, management fees, brokeragecommissions, administrative expenses and historical or assumed performance fee/allocation (if any).2 The inception date for the Company is December 31, 2012. The Company’s performance fee during 2013 and 2014 was 16%. The 16%performance fee will be reduced by 20% of all performance fees/allocations earned by Pershing Square and its affiliates from other existing andcertain future private funds, provided that no reduction will occur until certain expenses of the Company that have been advanced by PershingSquare (i.e., underwriting fees and other costs of the placing and admission of Public Shares, commissions paid to placement agents and otherformation/offering expenses incurred during the private phase of the Company) plus a yield of 4.25 per cent. per annum (the “Offset Amount”), arerecouped by Pershing Square.3 The S&P 500 (“index”) has been selected for purposes of comparing the performance of an investment in the Pershing Square funds with a wellknown,broad-based equity benchmark. The statistical data regarding the index has been obtained from Bloomberg and the returns are calculatedassuming all dividends are reinvested. The index is not subject to any of the fees or expenses to which a Pershing Square fund is subject. ThePershing Square funds are not restricted to investing in those securities which comprise this index, their performance may or may not correlate tothis index and it should not be considered a proxy for this index. The volatility of an index may materially differ from the volatility of the PershingSquare funds’ portfolio. The S&P 500 is comprised of a representative sample of 500 U.S. large cap companies. The index is an unmanaged, floatweightedindex with each stock's weight in the index in proportion to its float, as determined by Standard & Poor’s. The S&P 500 index is proprietaryto and is calculated, distributed and marketed by S&P Opco, LLC (a subsidiary of S&P Dow Jones Indices LLC), its affiliates and/or its licensors andhas been licensed for use. S&P ® and S&P 500 ® , among other famous marks, are registered trademarks of Standard & Poor's Financial ServicesLLC. © 2014 S&P Dow Jones Indices LLC, its affiliates and/or its licensors. All rights reserved.4 This report reflects the attributions to performance of the portfolio of the Company. Positions with performance attributions of at least 50 basis pointsare listed above separately, while positions with performance attributions of 50 basis points or less are aggregated.The attributions presented herein are based on gross returns which do not reflect deduction of certain fees or expenses charged to the Company,including, without limitation, management fees and accrued performance fee. Inclusion of such fees and expenses would produce lower returns thanpresented here.In addition, at times, Pershing Square may engage in hedging transactions to seek to reduce risk in the portfolio, including investment specifichedges that do not relate to the underlying securities of an issuer in which the Company is invested. The gross returns reflected herein (i) includeonly returns on the investment in the underlying issuer and the hedge positions that directly relate to the securities that reference the underlyingissuer (e.g., if the Company was long Issuer A stock and also purchased puts on Issuer A stock, the gross return reflects the profit/loss on the stockand the profit/loss on the put); (ii) do not reflect the cost/benefit of hedges that do not relate to the securities that reference the underlying issuer(e.g., if the Company was long Issuer A stock and short Issuer B stock, the profit/loss on the Issuer B stock is not included in the gross returnsattributable to the investment in Issuer A); and (iii) do not reflect the cost/benefit of portfolio hedges. Performance with respect to currency hedgingrelated to a specific issuer is included in the overall performance attribution of such issuer.The performance attributions to the gross returns provided herein are for illustrative purposes only. The securities on this list may not have beenheld by the Company for the entire calendar year. All investments involve risk including the loss of principal. It should not be assumed thatinvestments made in the future will be profitable or will equal the performance of the securities on this list. It should not be assumed that investmentsmade in the future will be profitable. Past performance is not indicative of future results. Please refer to the net performance figures presented onpage 5.5 PSLP’s performance results are presented as it is the Pershing Square fund with the longest track record and substantially the same investmentstrategy to the Company. The inception date for PSLP is January 1, 2004. In 2004, PSLP earned a $1.5 million (approximately 3.9%) annualmanagement fee and performance allocation equal to 20% above a 6% hurdle from PSLP, in accordance with the terms of the limited partnershipagreement of PSLP then in effect. That limited partnership agreement was later amended to provide for a 1.5% annual management fee and 20%performance allocation effective January 1, 2005. The net returns for PSLP set out herein reflect the different fee arrangements in 2004, andsubsequently. In addition, pursuant to a separate agreement, in 2004 the sole unaffiliated limited partner paid Pershing Square an additional$840,000 for overhead expenses in connection with services provided unrelated to PSLP, which have not been taken into account in determiningPSLP’s net returns. To the extent that such overhead expenses had been included as fund expenses, net returns would have been lower.6 The performance fee of the Company would be 10% based on current levels of Company fee paying AUM and total Pershing Square private funds’fee-paying AUM as of February 28, 2015, assuming the Offset Amount (as defined below) is paid in full. References to “Company fee paying AUM”exclude any AUM attributable to management shares and references to “Pershing Square private funds’ fee-paying AUM” exclude (i) any AUMattributable to investments in any Pershing Square fund by PSCM, its employees and affiliates and (ii) any AUM attributable to investments in PS V,L.P., PS V International, Ltd. and their affiliates.The hypothetical cumulative net returns presented herein are calculated based on the application of the historical monthly net returns of PSLP asadjusted to reflect the hypothetical lower performance fee of 10%. This information is presented only for the limited purpose of providing a sampleillustration. Furthermore, the information provided herein assumes that each of the relevant Pershing Square funds earns the same rate of return,net of management fee and expenses, but before performance fee/allocation, as PSLP. Actual performance of the other Pershing Square funds hasdiffered in the past and is expected to differ in the future. As a result, actual returns may vary significantly from the hypothetical calculation set forthin this table.7 While the Pershing Square funds are concentrated and often take an active role with respect to certain investments, they will own, and in the pasthave owned, a larger number of investments, including passive investments and hedging-related positions. “Short equity” includes options and otherinstruments that provide short economic exposure. All trademarks are the property of their respective owners.It should not be assumed that any of the securities transactions or holdings discussed herein were or will prove to be profitable, or that theinvestment recommendations or decisions Pershing Square make in the future will be profitable or will equal the investment performance of thesecurities discussed herein. Specific companies shown in this presentation are meant to demonstrate Pershing Square’s active investment style andthe types of industries in which the Pershing Square funds invest and are not selected based on past performance.8 Please see page 11 for a complete list of companies with respect to which Pershing Square has taken a public active role in seeking to effectuatechange.PERSHING SQUARE HOLDINGS, LTD. 25