Pershing Square 2022 Investor Overview
Pershing Square 2022 Investor Overview
February 9, 2023
Disclaimer
All information provided herein is for informational purposes only and should not be deemed as a recommendation to buy or sell any security mentioned. Pershing Square Capital
Management, L.P. (“Pershing Square”) believes this presentation contains a balanced presentation of the performance of the portfolio it manages, including a general summary of certain
portfolio holdings that have both over and under performed our expectations.
This presentation contains information and analyses relating to all of the publicly disclosed positions over 50 basis points in the portfolio of Pershing Square Holdings, Ltd. (“PSH” or the
“Company”) during 2022. Pershing Square may currently or in the future buy, sell, cover or otherwise change the form of its investments discussed in this presentation for any reason.
Pershing Square hereby disclaims any duty to provide any updates or changes 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 of principal. It should not be assumed that any of the transactions or
investments discussed herein were or will prove to be profitable, or that the investment recommendations or decisions we make in the future will be profitable or will equal the investment
performance of the investments discussed herein. Specific companies or investments shown in this presentation are meant to demonstrate Pershing Square’s active investment style
and the types of industries and instruments in which we invest and are not selected based on past performance.
The analyses and conclusions of Pershing Square contained in this presentation are based on publicly available information. Pershing Square recognizes that there may be confidential
or otherwise non-public information in the possession of the companies discussed in the presentation and others that could lead these companies to disagree with Pershing Square’s
conclusions. The analyses provided include certain statements, assumptions, estimates and projections prepared with respect to, among other things, the historical and anticipated
operating performance of the companies. Such statements, assumptions, estimates, and projections reflect various assumptions by Pershing Square concerning anticipated results that
are inherently subject to significant economic, competitive, legal, regulatory, and other uncertainties and contingencies and have been included solely for illustrative purposes. No
representations, express or implied, are made as to the accuracy or completeness of such statements, assumptions, estimates or projections or with respect to any other materials
herein. Any forward-looking statement contained in this presentation is subject to various risks and uncertainties. See also “Forward-Looking Statements” in Additional Disclaimers and
Notes to Performance Results at the end of this presentation. All trademarks included in this presentation are the property of their respective owners. This document may not be
distributed without the express written consent of Pershing Square and does not constitute an offer to sell or the solicitation of an offer to purchase any security or investment product.
This presentation is expressly qualified in its entirety by reference to PSH’s prospectus which includes discussions of certain specific risk factors, tax considerations, fees and other
matters, and its other governing documents.
SEE ADDITIONAL DISCLAIMERS AND NOTES TO PERFORMANCE RESULTS AT THE END OF THIS PRESENTATION FOR ADDITIONAL IMPORTANT INFORMATION
2
Agenda
Chairman’s Introduction
Portfolio Update
Q&A
Chairman’s Introduction
Board of Directors of PSH
All directors are independent of the Manager other than Nicholas Botta
Board Director Summary Experience
‾ Director, Caledonia Investments plc and BlueRiver Acquisition Corp.
Anne Farlow
‾ Former Director, Investec Asset Management
Independent Director
Chairman of the Board ‾ Former Partner, Providence Equity Partners, Electra Private Equity Partners, and JF Electra Ltd
‾ Morgan Stanley (New York), Bain and Company (London)
‾ Director, U.K. Office for Budget Responsibility, Chair, JP Morgan Asia Growth and Income plc, Director, TwentyFour
Bronwyn Curtis, OBE
Income Fund Ltd, Mercator Media, Scottish American Investment Co, and BH Macro Ltd
Senior Independent Director
‾ Former Governor, London School of Economics
‾ Former Head of Global Research, HSBC and Former Head of European Broadcast, Bloomberg LP
‾ Nomura International, Deutsche Bank
‾ President, the Investment Manager
Nicholas Botta
‾ Former CFO, the Investment Manager
Director
‾ Former CFO, Gotham Partners
‾ Former Senior Auditor, Deloitte & Touche
‾ Chairman of the Board, SW7 Holdings Ltd, St John Ambulance, and Butterfield Bank Jersey Ltd
Andrew Henton
‾ Director TaDaweb S.A., Longview Partners (Guernsey) Ltd, and Close Brothers Asset Management (Guernsey) Ltd
Independent Director
‾ Former Chairman of the Board, Boussard & Gavaudan Holding Ltd
‾ Former Director of St John Ambulance, Guernsey
‾ Co-Founder and Managing Partner, Helios Investment Partners
Tope Lawani
‾ Co-CEO and Director, Helios Fairfax Partners Corp (TSX:HFPC)
Independent Director
‾ Director, Helios Towers plc, NBA Africa, Thunes, and Starsight Energy
‾ Member, MIT Corporation (Massachusetts Institute of Technology’s board of trustees)
‾ Harvard Law School Dean’s Advisory Board
‾ Chairman of the Board, Bremont Watch Company
Rupert Morley
‾ Trustee and Chairman of investment advisory group, Comic Relief
Independent Director
‾ Former Chairman and CEO of Rococo Chocolates, Former CEO of Sterling Relocation and [Link]
‾ Former Director of Thistle Hotels, English Welsh & Scottish Railways, and Graham-Field Health Products
Investor relations
Expenses
Regulatory matters
Nomination Committee
Remuneration Committee
Risk Committee
Additional matters
6
PSH Board Additional Matters Considered in 2022
Share buybacks
Dividend policy
ESG considerations
Netflix investment
Hedging strategy
7
Overview of 2022 Performance
In 2022, PSH’s NAV declined (8.8%) and total shareholder return was (14.6%)
Annualized Returns
PSH’s discount to NAV widened by 4.9% from 28.3% in the beginning of 2022 to
33.2% as of December 31, 2022
Note: PSH share price performance reflects public shares traded on Euronext Amsterdam (PSH:NA) and includes dividend reinvestment. All index returns include dividend reinvestment. 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.
(1) FTSE 100 index reflects USD-denominated returns for consistency with PSH share price and other indices.
(2) HFRX Equity Hedge Index and HFRX Activist Index are constructed and maintained by Hedge Fund Research, Inc. HFRX Equity Hedge Index includes funds that maintain long and short positions in primarily equity and equity derivative
securities and employ a broad range of fundamental and quantitative techniques in their investment process. HFRX Activist Index includes funds with activist strategies and 50%+ of portfolio in activist situations.
(3) Public shares of PSH commenced trading on Euronext Amsterdam N.V. on October 13, 2014. The annualized return of PSH share price including dividend reinvestment between October 13, 2014 and December 31, 2022 was 4.8%. 8
2022 Corporate Actions: Bond Redemption
PSH redeemed the remaining $631 million balance of its 2022 bonds on
June 15, 2022
($ in mm) 12/31/2022
Total Capital $12,215
PSH’s long-term debt management strategy is to manage leverage over time by increasing NAV
through strong performance and laddering its maturities through new issuances
Note: Total Capital and the ratio of Total Debt to Total Capital are calculated in accordance with the PSH Bonds’ Indentures. Total Capital is defined as Net Asset Value plus Total Debt and is net of accrued performance fee.
(1) Assumes a 1.07x EUR/USD exchange rate. 9
Total Debt to Total Capital Ratio Over Time
Regardless of market or portfolio volatility, PSH has continuously
maintained conservative leverage levels and investment grade ratings
20.0%
19.1%(1)
18.0%
6/15/22: Redeemed
$631mm balance of
16.0%
5.500% Unsecured
Bonds Due 2022
Underlying portfolio companies are diversified across industries and have relatively
low commodity exposure and cyclical risk
Laddered maturities from 2027 to 2039 are well matched with PSH’s
long-term investment horizon
No margin leverage
No mark-to-market covenants
(1) Total Assets is defined as Net Asset Value plus Total Debt as of 12/31/2022. 11
Strategies to Address the Discount
Strong investment performance
Compound annual net returns above 25% for the last five years(1)
Corporate actions
Premium listing in London in May 2017 to broaden investor base and increase liquidity
Share buybacks from 2017 through 2022 repurchased 59.1 million shares for $1.1 billion at an
average discount to NAV of 28.1% and reduced shares outstanding by 25%(2)
Share purchases by PSCM affiliates; now own 26% of shares outstanding(3)
Initiated quarterly dividend of $0.10 per share in Q1 2019 and revised dividend policy in Q2 2022
whereby dividends will increase with NAV. Quarterly dividend for 2023 is $0.1307 per share
The board continues to believe that the most powerful driver of long-term
shareholder returns will be continued strong absolute and relative NAV 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 additional disclaimers and notes to performance results at the end
of this presentation.
(1) The 1-year, 5-year, and 10-year compound annual net returns for PSH were (8.8%), 25.1%, and 12.0%, respectively. See slide 8 for further details.
(2) Reflects public shares outstanding as of April 30, 2017.
(3) Ownership percentage based on current shares outstanding. Includes Pershing Square employees and affiliates and charitable entities associated with Pershing Square employees or Pershing Square affiliates. 12
PSH and ESG
PSH is an investment company without employees or physical operations
The PSH Board has delegated the responsibility for making individual investment
decisions to the Investment Manager and has encouraged the Investment
Manager to:
Actively engage on these issues with its portfolio companies when appropriate
The Investment Manager has integrated ESG into its investment selection, risk
management, and stewardship processes
13
The Investment Manager and ESG
ESG risks are analyzed as part of the Investment Manager’s due diligence process
A business that has not addressed material ESG risks or that has unsustainable
business practices will not meet the Investment Manager’s investment criteria
unless its investment intent is to use its influence to address these issues
The following are among factors considered when ESG risk is analyzed:
Environmental management Business integrity and avoidance of corruption
Respect for human rights Compliance with applicable sanctions, antibribery, anti‐fraud,
anti‐tax evasion and anti-money-laundering laws and regulations
Safe and healthy working conditions
Fair treatment of employees
Strong corporate governance
Risk management culture
Collective bargaining issues
ESG risks may present opportunities to engage with boards and management to
improve practices that pose sustainability risks in order to facilitate long-term
value creation
This Presentation seeks to communicate the Investment Manager’s approach to ESG matters and should in no way be taken as implying that PSH or any Pershing Square fund seeks to promote environmental and/or social characteristics or
pursues any environmental and/or social objective within the meaning of Articles 8 and 9 of the SFDR. 14
2022 Performance Review
Substantial Outperformance vs. S&P 500 Benchmark
1
2022 Return: PSH Net of Fees vs. Indices Total Return
(2.2%)
(3.2%)
(6.5%)
(8.8%)
(18.1%) (17.7%)
Reflects returns from 12/31/21 through 12/31/22, including dividend reinvestment for indices. 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.
(1) FTSE 100 index reflects USD-denominated returns for consistency with other indices.
(2) HFRX Equity Hedge Index and HFRX Activist Index are constructed and maintained by Hedge Fund Research, Inc. HFRX Equity Hedge Index includes funds that maintain long and short positions in primarily equity and equity derivative
securities and employ a broad range of fundamental and quantitative techniques in their investment process. HFRX Activist Index includes funds with activist strategies and 50%+ of portfolio in activist situations. 16
Pershing Square L.P. (“PSLP”) / PSH Annual Net Returns
Annual Net Returns
Year PSLP / PSH S&P 500
2004 42.6% 10.9%
2005 39.9% 4.9%
2006 22.5% 15.8%
2007 22.0% 5.5%
PSLP 2008 (13.0%) (37.0%)
2009 40.6% 26.5%
2010 29.7% 15.1%
2011 (1.1%) 2.1%
2012 13.3% 16.0%
2013 9.6% 32.4%
2014 40.4% 13.7%
2015 (20.5%) 1.4%
2016 (13.5%) 11.9%
2017 (4.0%) 21.8%
PSH
2018 (0.7%) (4.4%)
2019 58.1% 31.5%
2020 70.2% 18.4%
2021 26.9% 28.7%
2022 (8.8%) (18.1%)
Compound Annual Return
(1)
Since Firm Inception (1/1/2004) 15.9% 8.9%
Since PSH Inception (12/31/2012) 12.0% 12.5%
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.
(1) PSLP/PSH data represents returns an investor would have earned by investing in PSLP at its January 1, 2004 inception and converting to PSH at its launch on December 31, 2012. 17
PSLP / PSH Cumulative Net Returns
403.3%
206.9% 211.7% 226.1%
96.9% 56.8%
24.7%
(8.8%) (18.1%)
1-Year 3-Year 5-Year Since PSH Inception Since Firm Inception
(12/31/2012) (1/1/2004)
Note: PSLP/PSH data represents returns an investor would have earned by investing in PSLP at its January 1, 2004 inception and converting to PSH at its launch on December 31, 2012.
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. 18
2022 Contributors
(1)
Contributors Gross Net
Note: Positions with contributions to performance of 50 basis points or more are listed above separately, while positions with contributions to performance of less than 50 basis points are aggregated.
Past performance is not a guarantee of future results. All investments involve risk, including the loss of principal. Please see the additional disclaimers and notes to performance results at the end of this presentation.
(1) Net Contributors is provided solely to comply with Rule 206(4)-1 under the Investment Advisers Act of 1940 (“Advisers Act”) and related Frequently Asked Questions issued by the U.S. Securities and Exchange Commission (“SEC”). Net
Contributors reflects an adjustment to the gross return of each investment for such investment’s allocable portion of PSH’s quarterly management fee, based on PSH’s exposure to such investment. A performance fee was not charged by PSH
in 2022. Please see the additional disclaimers and notes to performance results at the end of this presentation. 19
2022 Detractors
Note: Positions with contributions to performance of 50 basis points or more are listed above separately, while positions with contributions to performance of less than 50 basis points are aggregated.
Past performance is not a guarantee of future results. All investments involve risk, including the loss of principal. Please see the additional disclaimers and notes to performance results at the end of this presentation.
(1) Net Detractors is provided solely to comply with Rule 206(4)-1 under the Advisers Act of 1940 and related Frequently Asked Questions issued by the SEC. Net Detractors reflects an adjustment to the gross return of each investment for such
investment’s allocable portion of PSH’s quarterly management fee, based on PSH’s exposure to such investment. A performance fee was not charged by PSH in 2022. Please see the additional disclaimers and notes to performance results at
the end of this presentation. 20
Pershing Square’s Strategy Has Proven to be
Defensive in Down Markets
Note: Data represents returns an investor would have earned by investing in PSLP at its January 1, 2004 inception and converting to PSH at its launch on December 31, 2012. Please see the individual performance results for PSH on the next page.
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. 21
PSH Average Monthly Net Return vs. S&P 500
Note: Total Firm numbers include PS VII Master, L.P. and PS VII A International, L.P. (together, the “PSVII Funds”), which operate as co-investment vehicles investing primarily in securities of (or otherwise seeking to be exposed to the
value of securities issued by) Universal Music Group N.V. without double counting PSH’s investment in PS VII Master, L.P. As of February 7, 2023, PSH’s investment in PS VII Master, L.P. totaled $257.9M. Assets under management are
gross of any accrued performance fees. 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.
(1) Total AUM includes $1.8 billion and €500 million (translated to USD at the prevailing exchange rate) of PSH bond proceeds. Equity AUM excludes these amounts.
(2) Includes Pershing Square employees and affiliates and charitable entities associated with Pershing Square employees or Pershing Square affiliates. 23
Business and Organizational Update
2022 Key Developments
The funds meaningfully outperformed the S&P 500 in 2022 as our hedging
strategy protected the portfolio from the impact of rising interest rates
Monetized interest rate hedges initiated in late 2020 and early 2021
Bill joined the board of Universal Music Group, our largest investment
Sold Netflix and Domino’s Pizza, freeing up capital for new opportunities
25
Pershing Square’s Core Hedging Principles
We seek to opportunistically invest in hedges to protect our portfolio
against specific macroeconomic risks and capitalize on market volatility
We believe our selective hedging strategy is a superior alternative to a large cash position or a
continuous hedging program, both of which can be a significant drag on long-term performance
The above is intended to be illustrative and there is no guarantee that Pershing Square will be able to identify the constituent investments or create a portfolio that reflects these characteristics. 26
Overview of Interest Rate Hedge
Beginning in December 2020, we acquired out-of-the-money interest rate swaptions
to protect our portfolio against an unexpected rise in interest rates
Across the Pershing Square funds, the interest rate hedging program generated approximately
$2.7 billion in total proceeds in 2022
Note: The “Multiple of Capital” information is provided for illustrative purposes only and is not an indication of past or future returns of the Pershing Square funds.
(1) Represents proceeds realized upon sale for monetized hedges and market value as of February 7, 2023 for retained hedges.
(2) Net Multiple of Capital is provided solely to comply with Rule 206(4)-1 under the Advisers Act and related Frequently Asked Questions issued by the SEC and reflects an adjustment for the respective Pershing Square funds’
(a) quarterly management fee, (b) expenses (calculated using the expense ratio for the applicable time period), and (c) performance fee (if any) charged during relevant time period. 27
Track Record of Defensive Hedging
Pershing Square’s hedging strategy has generated substantial gains
across multiple volatile market environments since the firm’s inception
Hedging Investment / Total Multiple of Capital
Risk Factor Time Period Instrument Carrying Costs Proceeds Gross Net (4)
CDS on Bond
Subprime Insurers
2005 - 2009 $64 million $1.1 billion 17.5x 13.8x
Mortgage Crisis (1)
(Primarily MBIA)
Index CDS on
COVID-19 2020 Investment Grade & $27 million $2.6 billion 93.4x 77.8x
(2)
High Yield Bonds
Out-of-the-money
Rise in Interest Late 2020 -
Interest Rate $384 million $2.7 billion 7.1x 6.7x
Rates 2022 (3)
Swaptions
Note: The “Multiple of Capital” information is provided for illustrative purposes only and is not an indication of past or future returns of the Pershing Square funds. The information on this page includes the investments of the Pershing Square
funds in existence during the relevant time period. PSH’s inception was after the Subprime Mortgage Crisis. 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.
(1) Other bond insurers included Assured Guaranty, Ambac, PMI Group, Financial Securities Assurance, XL Capital Assurance, and Radian Group.
(2) Refers specifically to the CDS index hedges initiated in late February / early March. Subsequent to the February / March hedging program, Pershing Square maintained smaller positions in CDS index hedges throughout various periods in
2020 and 2021.
(3) Reflects monetized interest rate hedges and excludes the value of retained swaptions.
(4) Net Multiple of Capital is provided solely to comply with Rule 206(4)-1 under the Advisers Act and related Frequently Asked Questions issued by the SEC and reflects an adjustment for the respective Pershing Square funds’ (a) quarterly
management fee, (b) expenses (calculated using the expense ratio for the applicable time period), and (c) performance fee (if any) charged during relevant time period. 28
Strong Performance During the Global Financial Crisis
During the Global Financial Crisis, from December 2007 to June 2009(1),
PSLP outperformed the S&P 500 by 3,200 basis points
0%
11/30/07 1/31/08 3/31/08 5/31/08 7/31/08 9/30/08 11/30/08 1/31/09 3/31/09 5/31/09 (3.4)%
(10%)
Returns %
(20%)
(30%)
(35.4)%
(40%)
(50%)
(60%)
PSLP Net Return S&P 500
PSLP’s Indexed Net Return during the Global Financial Crisis is shown for illustrative purposes. PSH’s inception was after the Global Financial Crisis. 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.
(1) Duration of the Global Financial Crisis as defined by the U.S. National Bureau of Economic Research. 29
Strong Performance During the COVID Crisis
80%
March 2020 peak losses: 70.2%
70%
S&P 500: 30.4%
60% PSH: 11.2%
50%
40%
Returns %
30%
20% 18.4%
10%
0%
12/31 1/31 2/29 3/31 4/30 5/31 6/30 7/31 8/31 9/30 10/31 11/30 12/31
(10%)
(20%)
(30%)
PSH Net Return S&P 500
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. 30
Strong Outperformance in 2022
PSH outperformed the S&P 500 by 930 basis points in 2022, a year marked
by heightened geopolitical uncertainty and record inflation
PSH Indexed Net Return vs S&P 500 | 12/31/2021 to 12/31/2022:
5%
0%
12/31 1/31 2/28 3/31 4/30 5/31 6/30 7/31 8/31 9/30 10/31 11/30 12/31
(5%)
(8.8%)
Returns %
(10%)
(15%)
(18.1%)
(20%)
(25%)
(30%)
PSH Net Return S&P 500
During the three bear markets since the firm’s inception, Pershing Square substantially
outperformed the S&P 500 due to hedging-related gains and opportunistic investments in
high-quality, durable growth companies
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. 31
Pershing Square Tontine Holdings (“PSTH”)
and Pershing Square SPARC Holdings (“SPARC”)
The De-SPAC Index(1) declined 76% in value over the public life of PSTH
Special purpose acquisition rights (“SPARs”) will not be transferable or quoted until a
deal is announced and the post-effective amendment is distributed to SPAR holders
No “shot clock”
Up to 10 years to complete a transaction vs. 2 years for a typical SPAC
Note: SPARC remains subject to SEC review and will take place if and only once the registration statement has been declared effective by the SEC under the Securities Act of 1933. No assurance can be given that SPARC will be
ultimately effectuated on the above outlined terms or at all. This slide is informational and does not constitute an offer of any securities; please see additional disclaimers related to SPARC at the end of the presentation. 33
Organizational Update
Lean, collaborative, and investment-centric organization continues to
perform at the highest levels
Bill will continue as CEO and Portfolio Manager with ultimate control over decision making
Open, collaborative office space enabled full return to office in November 2021
Moved to our new headquarters at 787 11th Avenue in May 2019
Design and layout of new space have proven to be valuable in a post-COVID world
Small organization size and long tenure of team are key differentiators
Concentrated and long-term investment strategy coupled with investment-centric business model
enables lean operating model
34
PSCM Organization Chart
35
Pershing Square Investment Team
Career PSCM
Employee Education and Summary Prior Experience Experience Tenure
(Years) (Years)
36
Portfolio Update
Universal Music Group (“UMG”)
UMG is a high-quality, capital-light, rapidly growing royalty on
greater music consumption
€ 24
€23.10
€ 21
€ 18
€18.27*
€ 15
Sep-2021 Dec-2021 Apr-2022 Jul-2022 Oct-2022 Jan-2023
Note: The performance of UMG’s share price is provided for illustrative purposes only and is not an indication of past or future returns of the Pershing Square funds. The graph above shows only UMG’s share price over time, not the value of
PSH’s investment in UMG, and is provided as context for Pershing Square’s views of UMG. For a variety of potential reasons, such as timing of purchases and sales, use of derivative instruments, and others, PSH’s return on its investment may
differ substantially from UMG’s change in share price. If PSH’s management fees, performance fees and fund expenses (calculated using PSH’s expense ratio for each year except that for years prior to PSH’s inception, the expense ratio for
PSLP was used) were applied to the ownership of a single share of UMG purchased at market price, including dividends without reinvestment, and held over the time period shown above, the imputed net return on that share would be (9%).
* Average cost as per negotiated transaction price between Pershing Square and Vivendi. Includes transaction fees. Based on negotiated FX rate of 1.20 EUR to 1.00 USD. Please see the additional disclaimers and notes to performance results
at the end of the presentation.
(1) As of 2/7/2023.
39
Lowe’s (“LOW”)
Lowe’s is a high-quality business with significant long-term earnings
growth potential
Lowe’s currently trades at a P/E multiple of 15x, which is cheap on an absolute basis and a 23%
discount to Home Depot despite our views for materially higher prospective EPS growth
Source: Company filings. This slide contains Pershing Square’s own views and opinions, based on publicly available information, to illustrate Pershing Square’s thinking on the matters therein. 40
LOW Share Price Performance Since Inception
LOW’s share price including dividend reinvestment decreased 21% in 2022
and has increased 8% year-to-date in 2023(1)
LOW Share Price Performance From 4/6/2018 to 2/7/2023:
12/7/22: LOW 2022 Analyst Day.
$270 Demonstrates substantial
operational progress across
many fronts. Introduces
$240
structural margin target of 15%
$180
12/12/18: LOW 2018 Analyst
Day. Introduces 12%
5/22/18: Lowe’s operating margin target
$150 hires Marvin Ellison
9/15/22: US 30-Year 11/3/22: LOW announces
as CEO
mortgage rates divesture of Canadian
$120 surpass 6% on the business to improve focus
back of tightening US and simplicity; reveals core
interest rate policy US margins are ~13.6%
$90
$86*
$60
Apr-2018 Dec-2018 Aug-2019 Apr-2020 Dec-2020 Sep-2021 May-2022 Jan-2023
Note: The performance of LOW’s share price is provided for illustrative purposes only and is not an indication of past or future returns of the Pershing Square funds. The graph above shows only LOW’s share price over time, not the value of
PSH’s investment in LOW, and is provided as context for Pershing Square’s views of LOW. For a variety of potential reasons, such as timing of purchases and sales, use of derivative instruments, and others, PSH’s return on its investment may
differ substantially from LOW’s change in share price. If PSH’s management fees, performance fees and fund expenses (calculated using PSH’s expense ratio for each year except that for years prior to PSH’s inception, the expense ratio for
PSLP was used) were applied to the ownership of a single share of LOW purchased at market price, including dividends without reinvestment, and held over the time period shown above, the imputed net return on that share would be 101%.
*Average cost at announcement date. Please see the additional disclaimers and notes to performance results at the end of the presentation.
(1) As of 2/7/2023.
41
Chipotle Mexican Grill (“CMG”)
Chipotle’s impressive growth continued in 2022 driven by the recovery of
in-store ordering and price increases to offset cost inflation
$400 $405*
$200 2/13/18: CMG names
Brian Niccol as CEO
$0
Aug-2016 Jul-2017 Jun-2018 May-2019 Apr-2020 Mar-2021 Feb-2022 Jan-2023
Note: The performance of CMG’s share price is provided for illustrative purposes only and is not an indication of past or future returns of the Pershing Square funds. The graph above shows only CMG’s share price over time, not the value of
PSH’s investment in CMG, and is provided as context for Pershing Square’s views of CMG. For a variety of potential reasons, such as timing of purchases and sales, use of derivative instruments, and others, PSH’s return on its investment
may differ substantially from CMG’s change in share price. If PSH’s management fees, performance fees and fund expenses (calculated using PSH’s expense ratio for each year except that for years prior to PSH’s inception, the expense ratio
for PSLP was used) were applied to the ownership of a single share of CMG purchased at market price and held over the time period shown above, the imputed net return on that share would be 198%.
*Average cost at announcement date. Please see the additional disclaimers and notes to performance results at the end of the presentation.
(1) As of 2/7/2023.
43
Restaurant Brands International (“QSR”)
QSR is a high-quality business with significant long-term growth
potential trading at a highly discounted valuation
Patrick Doyle, who previously led Domino’s turnaround, named Executive Chairman
Under Mr. Doyle’s eight-year tenure as CEO of Domino’s Pizza, the company’s share
price appreciated by 21x
Mr. Doyle has purchased $30 million of QSR shares in the open market and the
entirety of his compensation is tied to QSR’s share price
$20
$16*
$10
Jun-2012 Dec-2013 Jun-2015 Dec-2016 Jun-2018 Dec-2019 Jul-2021 Jan-2023
Note: The performance of QSR’s share price is provided for illustrative purposes only and is not an indication of past or future returns of the Pershing Square funds. The graph above shows only QSR’s share price over time, not the value of
PSH’s investment in QSR, and is provided as context for Pershing Square’s views of QSR. For a variety of potential reasons, such as timing of purchases and sales, use of derivative instruments, and others, PSH’s return on its investment may
differ substantially from QSR’s change in share price. If PSH’s management fees, performance fees and fund expenses (calculated using PSH’s expense ratio for each year except that for years prior to PSH’s inception, the expense ratio for
PSLP was used) were applied to the ownership of a single share of QSR purchased at market price, including dividends without reinvestment, and held over the time period shown above, the imputed net return on that share would be 232%.
*Average cost at announcement date. Please see the additional disclaimers and notes to performance results at the end of the presentation.
(1) As of 2/7/2023.
45
Hilton Worldwide (“HLT”)
Hilton is a high-quality business with a long runway of strong earnings
growth and an exceptional management team
HLT Share Price Performance From 10/8/2018 to 2/7/2023: 10/26/22: HLT reports first
quarter with systemwide
$170 RevPAR above 2019, despite
occupancy still not having
7/29/21: HLT reports a step-function improvement
fully recovered
in profitability relative to prior recent trending;
$150 fully repays previously drawn credit line
$148
3/10/20: HLT withdraws
2020 outlook given macro
$130
uncertainty; draws down
$1.75bn credit line
Share price
$110
April 2022: Industrywide nightly
rates rise above pre-COVID levels in
$90 response to broad-based inflation
and pent-up demand for travel
$70
$73*
$50
Oct-2018 Mar-2019 Sep-2019 Mar-2020 Aug-2020 Feb-2021 Aug-2021 Jan-2022 Jul-2022 Jan-2023
Note: The performance of HLT’s share price is provided for illustrative purposes only and is not an indication of past or future returns of the Pershing Square funds. The graph above shows only HLT’s share price over time, not the value of
PSH’s investment in HLT, and is provided as context for Pershing Square’s views of HLT. For a variety of potential reasons, such as timing of purchases and sales, use of derivative instruments, and others, PSH’s return on its investment may
differ substantially from HLT’s change in share price. If PSH’s management fees, performance fees and fund expenses (calculated using PSH’s expense ratio for each year except that for years prior to PSH’s inception, the expense ratio for
PSLP was used) were applied to the ownership of a single share of HLT purchased at market price, including dividends without reinvestment, and held over the time period shown above, the imputed net return on that share would be 64%.
*Average cost at announcement date. Please see the additional disclaimers and notes to performance results at the end of the presentation.
(1) As of 2/7/2023.
47
Howard Hughes Corporation (“HHC”)
HHC’s uniquely advantaged business model of owning master planned
communities (“MPCs”) drives resilient, long-term value creation
Pershing Square purchased an additional 2.3 million shares of HHC in Q4 2022 at an average price
of $72 per share and now owns 32% of the company
Source: Company filings. This slide contains Pershing Square’s own views and opinions, based on publicly available information, to illustrate Pershing Square’s thinking on the matters therein. 48
HHC Share Price Performance Since Inception
HHC’s share price decreased 25% in 2022 and has increased 14% year-to-
date in 2023(1)
HHC Share Price Performance From 11/9/2010 to 2/7/2023: 11/28/22: Pershing Square
6/27/19: HHC announces 10/21/19: HHC Board purchases 1.6mm shares of HHC
its Board of Directors concludes review via tender offer at a purchase
$170
will be conducting a process and price of $70 per share
detailed review of announces
strategic alternatives transformation plan 12/5-12/29/22: Pershing Square
$145 purchases an additional 0.7mm
shares of HHC at an average
purchase price of $75 per share,
$120 increasing its total ownership
stake in the company to 32%
Share price
$95
$87
12/1/2020: Announces
$70 David O’Reilly as new
3/27/20: HHC raises $600mm of
CEO and Jay Cross
equity at $50 per share, including
as new President
$500mm from Pershing Square, to
$45 stabilize its balance sheet
$37*
$20
Nov-2010 Nov-2012 Nov-2014 Dec-2016 Dec-2018 Dec-2020 Jan-2023
Note: The performance of HHC’s share price is provided for illustrative purposes only and is not an indication of past or future returns of the Pershing Square funds. The graph above shows only HHC’s share price over time, not the value of
PSH’s investment in HHC, and is provided as context for Pershing Square’s views of HHC. For a variety of potential reasons, such as timing of purchases and sales, use of derivative instruments, and others, PSH’s return on its investment
may differ substantially from HHC’s change in share price. If PSH’s management fees, performance fees and fund expenses (calculated using PSH’s expense ratio for each year except that for years prior to PSH’s inception, the expense ratio
for PSLP was used) were applied to the ownership of a single share of HHC purchased at market price and held over the time period shown above, the imputed net return on that share would be 42%.
*Average cost at announcement date. Please see the additional disclaimers and notes to performance results at the end of the presentation.
(1) As of 2/7/2023.
49
Fannie Mae (“FNMA”) and Freddie Mac (“FMCC”)
Source: Company filings. This slide contains Pershing Square’s own views and opinions, based on publicly available information, to illustrate Pershing Square’s thinking on the matters therein.
(1) Preferred Stock Purchase Agreement. 50
FNMA and FMCC Share Price Performance Since Inception
FNMA and FMCC share prices both declined 57% in 2022 and have
increased 32% and 31%, respectively, year-to-date in 2023(1)
FNMA and FMCC Share Price Performance from 10/7/2013 to 2/7/2023:
$2.29*
$2 $2.14*
CP is trading at a meaningful discount to its intrinsic value and long-term growth potential
Source: Company filings. This slide contains Pershing Square’s own views and opinions, based on publicly available information, to illustrate Pershing Square’s thinking on the matters therein. 52
CP Share Price Performance Since Inception
CP’s share price including dividend reinvestment increased 12% in 2022
and has increased 3% year-to-date in 2023(1)
$95
$90
C$91*
Note: The performance of CP’s share price is provided for illustrative purposes only and is not an indication of past or future returns of the Pershing Square funds. The graph above shows only CP’s share price over time, not the value of
PSH’s investment in CP, and is provided as context for Pershing Square’s views of CP. For a variety of potential reasons, such as timing of purchases and sales, use of derivative instruments, and others, PSH’s return on its investment may
differ substantially from CP’s change in share price. If PSH’s management fees, performance fees and fund expenses (calculated using PSH’s expense ratio for each year except that for years prior to PSH’s inception, the expense ratio for
PSLP was used) were applied to the ownership of a single share of CP purchased at market price, including dividends without reinvestment, and held over the time period shown above, the imputed net return on that share would be 15%.
*Average cost at announcement date. Please see the additional disclaimers and notes to performance results at the end of the presentation.
(1) As of 2/7/2023.
53
Exited Positions
NFLX Share Price Performance Since Inception
NFLX’s share price decreased 44% since inception through our last share sale on
April 20, 2022(1)
$500
$400
$395*
Share price
$300
$100
Jan-2022 Feb-2022 Mar-2022 Apr-2022
Note: The performance of NFLX’s share price is provided for illustrative purposes only and is not an indication of past or future returns of the Pershing Square funds. The graph above shows only NFLX’s share price over time, not the value of
PSH’s investment in NFLX, and is provided as context for Pershing Square’s views of NFLX. For a variety of potential reasons, such as timing of purchases and sales, use of derivative instruments, and others, PSH’s return on its investment
may differ substantially from NFLX’s change in share price. If PSH’s management fees, performance fees and fund expenses (calculated using PSH’s expense ratio for each year except that for years prior to PSH’s inception, the expense
ratio for PSLP was used) were applied to the ownership of a single share of NFLX purchased at market price and held over the time period shown above, the imputed net return on that share would be (44%).
*Average cost at announcement date. Please see the additional disclaimers and notes to performance results at the end of the presentation.
(1) Based on opening price on 1/21/2022. 55
DPZ Share Price Performance Since Inception
DPZ’s share price including dividend reinvestment decreased 31% in 2022 through
our last share sale on July 25, 2022
$300
Mar-2021 May-2021 Jul-2021 Sep-2021 Nov-2021 Jan-2022 Mar-2022 May-2022 Jul-2022
Note: The performance of DPZ’s share price is provided for illustrative purposes only and is not an indication of past or future returns of the Pershing Square funds. The graph above shows only DPZ’s share price over time, not the value of
PSH’s investment in DPZ, and is provided as context for Pershing Square’s views of DPZ. For a variety of potential reasons, such as timing of purchases and sales, use of derivative instruments, and others, PSH’s return on its investment may
differ substantially from DPZ’s change in share price. If PSH’s management fees, performance fees and fund expenses (calculated using PSH’s expense ratio for each year except that for years prior to PSH’s inception, the expense ratio for
PSLP was used) were applied to the ownership of a single share of DPZ purchased at market price, including dividends without reinvestment, and held over the time period shown above, the imputed net return on that share would be 7%.
*Average cost at announcement date. Please see the additional disclaimers and notes to performance results at the end of the presentation. 56
PSTH Price Performance Since IPO
PSTH’s share price increased 2% in 2022 through end of trading on July 25, 2022(3)
$36
7/21/20: PSTH prices IPO
6/4/21: PSTH confirms 7/19/21: PSTH’s board of
at $20.00 per unit. Each
$34 discussions to acquire 10% directors announces decision
unit consists one share,
stake in Universal Music not to proceed with the UMG
one-ninth of a
$32 Group (“UMG”) transaction, and to assign
Distributable
Redeemable Warrant, PSTH’s share purchase
$30 and the right to receive agreement to Pershing Square’s
core funds
Share price
additional Tontine
$28 Warrants(1)
7/11/22: PSTH redeems
its outstanding shares
$26 for $20.06 per share
effective July 26, 2022
$24
Total shareholder return for 2022 is calculated based on PSH’s Public Shares traded on Euronext Amsterdam. Over the same period, the total shareholder return for Public Shares listed in Sterling and USD on the
London Stock Exchange was (12.3%) and (11.6%), respectively. Total shareholder return for Public Shares reflects USD-denominated returns and includes dividend reinvestment.
PSH’s total debt to capital ratio is calculated in accordance with the “Total Indebtedness to Total Capital Ratio” under the PSH Bonds’ Indentures. Under the Indentures, the “Total Capital” reflects the sum of PSH’s
NAV and its “Total Indebtedness”. Total Indebtedness reflects the total “Indebtedness” of PSH and any consolidated subsidiaries (excluding any margin debt that does not exceed 10% of the Company’s total
capital), plus the proportionate amount of indebtedness of any unconsolidated subsidiary or affiliated special investment vehicle. As defined in the Indenture, “Indebtedness” reflects indebtedness (i) in respect of
borrowed money, (ii) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof), representing capital lease obligations, (iv) representing the
balance deferred and unpaid of the purchase price of any property or services (excluding accrued expenses and trade payables in the ordinary course of business) due more than one year after such property is
acquired or such services are completed or (v) in respect of capital stock that is repayable or redeemable, pursuant to a sinking fund obligation or otherwise, or preferred stock of any of PSH’s future subsidiaries.
Indebtedness does not include, among other things, NAV attributable to any management shares or hedging obligations or other derivative transactions and any obligation to return collateral posted by
counterparties in respect thereto.
Since May 1, 2017, PSH has, from time to time, engaged in share repurchases whereby its buyback agent has repurchased Public Shares subject to certain limitations. Any positive impact on performance due to
these share buybacks is reflected herein.
In certain slides, PSLP’s net performance results are presented as it is the Pershing Square fund with the longest track record and substantially the same investment strategy to PSH. The inception date for PSLP is
January 1, 2004. PSLP’s net returns for 2004 were calculated net of a $1.5 million (approximately 3.9%) annual management fee and performance allocation equal to 20% above a 6% hurdle, in accordance with the
terms of the limited partnership agreement 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 PSLP set out in this document reflect the different fee arrangements in 2004, and subsequently. 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 determining PSLP’s net returns. To
the extent such overhead expenses had been included in fund expenses, net returns would have been lower.
The market indices shown in this presentation have been selected for purposes of comparing the performance of an investment in PSH with certain broad-based benchmarks. The statistical data regarding these
indices has been obtained from Bloomberg and the returns are calculated assuming all dividends are reinvested. The S&P 500 Index, FTSE 100 Index, and MSCI World Index are not subject to any of the fees or
expenses to which PSH is subject, while the HFRX ED: Activist Index and HFRX Equity Hedge Fund Index are net of fees and expenses and reflect USD-denominated returns. The funds are not restricted to
investing in those securities which comprise any of these indices, their performance may or may not correlate to any of these indices and the portfolio of the funds should not be considered a proxy for any of these
indices. The volatility of an index may materially differ from the volatility of the Pershing Square funds’ portfolio. The S&P 500 is comprised of a representative sample of 500 U.S. large-cap companies. The index is
an unmanaged, float-weighted index with each stock's weight in the index in proportion to its float, as determined by Standard & Poors. The S&P 500 index is proprietary to 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 and has been licensed for use. S&P® and S&P 500® are registered trademarks of Standard & Poor's
Financial Services LLC. © 2021 S&P Dow Jones Indices LLC, its affiliates and/or its licensors. All rights reserved. PSH gained entry to the FTSE 100 Index (“FTSE 100”) in December 2020. The FTSE 100 is a
capitalization-weighted index of the 100 most highly capitalized companies traded on the London Stock Exchange. The equities use an investibility weighting in the index calculation. The MSCI World Index is a
broad global equity index that represents large and mid-cap equity performance across 23 developed markets countries, covering approximately 85% of the free float-adjusted market capitalization in each country.
The HFRX ED: Activist Index is composed of hedge fund strategies with greater than 50% of the portfolio in activist positions. Activist strategies included in the index may obtain or attempt to obtain representation
of the company's board of directors in an effort to impact the firm's policies or strategic direction and in some cases may advocate activities such as division or asset sales, partial or complete corporate divestiture,
dividend or share buybacks, and changes in management. The HFRX Equity Index is composed of hedge fund strategies typically investing at least 50% of the portfolio in long or short equity positions. Hedge Fund
Research, Inc. is the sponsor and the source of the information on HFRX indices provided in this presentation. The HFRX ED Activist Index and the HFRX Equity Index are being used under license from Hedge
Fund Research, Inc., which does not approve of or endorse the contents of this presentation.
Pages 19-20 of this presentation reflect the contributors and detractors to the performance of the portfolio of PSH. Other than share buyback accretion and bond interest expense, positions with contributions or
detractions to performance of 50 basis points or more are listed separately, while positions with contributions or detractions to performance of less than 50 basis points are aggregated. The Gross Contributors and
Gross Detractors to performance presented herein are based on gross returns which do not reflect deduction of certain fees or expenses charged to PSH, including, without limitation, management fees and
accrued performance allocation/fees (if any). Inclusion of such fees and expenses would produce lower returns than presented in those columns. The Net Contributors and Net Detractors columns reflect an
adjustment to the gross return of each investment for such investment’s allocable portion of PSH’s quarterly management fee, based on PSH’s exposure to such investment. A performance fee was not charged by
PSH in 2022. In addition, at times, Pershing Square may engage in hedging transactions to seek to reduce risk in the portfolio, including investment-specific hedges that do not relate to the underlying securities of
an issuer in which PSH is invested. For each issuer, the gross returns reflected herein (i) include only returns on the investment in the underlying issuer and the hedge positions that directly relate to the securities
that reference the underlying issuer (e.g., if PSH was long Issuer A stock and also purchased puts on Issuer A stock, the gross return reflects the profit/loss on the stock and 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 PSH was long Issuer A stock and short Issuer B stock, the profit/loss on the Issuer B stock is not
included in the gross returns attributable to the investment in Issuer A); and (iii) do not reflect the cost/ benefit of portfolio hedges. Performance with respect to currency hedging related to a specific issuer is
included in the overall performance attribution of such issuer. For all other currency derivatives, the long/short classification is determined by the non-USD leg of the derivative. For example, a long USD call/GBP
put option position would be considered a short exposure, and a long USD put/GBP call option would be considered a long exposure. The contributors and detractors to the gross returns presented herein are for
illustrative purposes only. The securities on this list may not have been held by PSH for the entire calendar year. All investments involve risk including the loss of principal. It should not be assumed that
investments made in the future will be profitable or will equal the performance of the securities on this list. Past performance is not indicative of future results. Please refer to the net performance figures presented
on page 8.
59
Additional Disclaimers and Notes to Performance Results
Share price performance data for a portfolio company reflects the reinvestment of the issuer’s dividends, if any. Share price performance data is provided for illustrative purposes only and is not an indication of
actual returns of PSH over the periods presented or future returns of PSH. Additionally, it should not be assumed that any of the changes in shares prices of the investments listed herein indicate that the
investment recommendations or decisions that Pershing Square makes in the future will be profitable or will generate values equal to those of the companies discussed herein. All share price performance data
calculated “to date” is calculated through February 7, 2023.
Average cost basis is determined using a methodology that takes into account not only the cost of outright purchases of stock (typically over a period of time) but also a per share cost of the shares underlying
certain derivative instruments acquired by Pershing Square to build a long position. "Average Cost" reflects the average cost of the position that has been built over time as of the “Announcement Date” which is
the date the position was first made public and does not reflect the cost of acquisitions after the Announcement Date, if any.
The average cost basis for long positions has been calculated based on the following methodology:
(a) the cost of outright purchase of shares of common stock is the price paid for the shares on the date of acquisition divided by the number of shares purchased;
(b) the cost of an equity swap is the price of the underlying share on the date of acquisition divided by the number of underlying shares;
(c) the cost of an equity forward is the reference price of the forward on the date of acquisition divided by the number of underlying shares;
(d) the cost of call options that were in the money at the time of announcement is (except when otherwise noted) (i) the option price plus the strike price less any rebates the Pershing Square funds would receive
upon exercise divided by (ii) the number of shares underlying the call options;
(e) call options that are out of the money at the time of announcement are disregarded for purposes of the calculation (i.e., the cost of the options acquired are not included in the numerator of the calculation and
the underlying shares are not included in the denominator of the calculation);
(f) the cost of shares acquired pursuant to put options sold by the Pershing Square funds, where the underlying stock was put to the Pershing Square funds prior to the time of announcement, is (i) the strike price
of the put options paid when the shares were put to the Pershing Square funds less the premium received by the Pershing Square funds when the put was sold divided by (ii) the number of shares received upon
exercise of the put options; and
(g) premium received from put options written by the Pershing Square funds where the underlying stock was not put to the Pershing Square funds, and the option was out-of-the money at the time of announcement
are included in the numerator of the calculation.
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. This presentation does not constitute a
recommendation, an offer to sell or a solicitation of an offer to purchase any security or investment product. Nothing contained herein constitutes investment, legal, tax or other advice nor is it to be relied on in
making an investment or other decision. All information is current as of the date hereof and is subject to change in the future.
Forward-Looking Statements
This presentation also contains forward-looking statements, which reflect Pershing Square’s views. These forward-looking statements can be identified by reference to words such as “believe”, “expect”,
“potential”, “continue”, “may”, “will”, “should”, “seek”, “approximately”, “predict”, “intend”, “plan”, “estimate”, “anticipate” or other comparable words. These forward-looking statements are subject to various
risks, uncertainties and assumptions. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. Should any
assumptions underlying the forward-looking statements contained herein prove to be incorrect, the actual outcome or results may differ materially from outcomes or results projected in these statements. None of
the Pershing Square funds, Pershing Square or any of their respective affiliates undertakes any obligation to update or review any forward-looking statement, whether as a result of new information, future
developments or otherwise, except as required by applicable law or regulation.
Certain performance information herein reflects the returns an investor would have earned if it invested in PSLP at its January 1, 2004 inception and converted to PSH as its launch on December 31, 2012. Such
performance information does not reflect either the performance of PSLP since its inception or PSH since its inception and no individual fund has actually achieved these results. The information is presented to
illustrate how Pershing Square's core strategy has performed over a longer time horizon beyond the inception of PSH and is not necessarily, and does not purport to be, indicative, or a guarantee, of future results.
This performance provided is calculated based on certain inputs and underlying assumptions, but not all considerations may be reflected therein and such performance is subject to various risks and inherent
limitations that are not applicable to the presentation of the performance of either PSH or PSLP alone. Although Pershing Square believes the performance calculations described herein are based on reasonable
assumptions, the use of different assumptions would produce different results. The performance set forth in these materials is provided to you on the understanding that you will understand and accept the
inherent limitations of such results, will not rely on them in making any investment decision with respect to an investment with Pershing Square, and will use them only for the purpose of discussing your
preliminary interest in making an investment with Pershing Square.
It should not be assumed that there will be a correlation between this performance and any future returns. No representation is being made that any fund or account will or is likely to achieve profits or losses
similar to that being shown. Pershing Square may or may not, in its sole discretion, make similar investments as the prior investments that form the basis of this performance. There can be no assurance that
Pershing Square will achieve results comparable to those of any prior or existing fund or product managed by Pershing Square or its management team. Nothing herein shall be deemed to limit the investment
strategies or investment opportunities to be pursued by Pershing Square. Prospective investors are urged to consider the information contained herein in conjunction with the offering materials of the fund and
other materials provided by Pershing Square, and are encouraged to ask questions of Pershing Square and to conduct further due diligence.
60
Additional Disclaimers and Notes to Performance Results
An investment in PSH will entail substantial risks, including, but not limited to, those listed below, and a prospective investor should carefully consider the following summary of certain risk factors below:
Speculative Investment and High Degree of Risk. The investment strategies PSH pursues are speculative and entail substantial risks. Investors should be prepared to bear a substantial loss of capital. There can
be no assurance that the investment objectives of PSH will be achieved.
Relevance of Past Performance. There can be no assurance that PSH will realize returns comparable to those achieved by PSH, any Pershing Square fund or Pershing Square, in the past.
Business and Regulatory Risks of Funds. Legal, tax and regulatory changes could occur and may adversely affect PSH. Pershing Square and PSH may be the subject of litigation or regulatory investigation.
Concentration of Investments. PSH may accumulate significant positions in particular investments and PSCM intends to invest the substantial majority of PSH’s capital in typically 8 to 12 core investments.
Concentrating investment positions increases the volatility of investment results over time and may exacerbate the risk that a loss in any such position could have a material adverse impact on PSH’ s assets, and,
in turn, the value of any investment in PSH.
Engaged Investing. Engaged investment strategies may not be successful. They may result in significant costs and expenses. PSCM may pursue an activist role and seek to effectuate corporate, managerial or
similar changes with respect to an investment. The costs in time, resources and capital involved in such activist investments depend on the circumstances, which are only in part within PSCM’s control, and may
be significant, particularly if litigation against PSCM and/or PSH ensues. In addition, the expenses associated with an activist investment strategy will be borne by the applicable Pershing Square fund. Such
expenses may reduce returns or result in losses.
Derivatives, Hedging, and Currency. PSH may invest in derivative instruments or maintain positions that carry particular risks. PSH has in the past and may continue to use derivative instruments as a means of
hedging its investments or as a means to gain market exposure, and may also use various derivative instruments, including futures, forward contracts, swaps and other derivatives, which may be volatile and
speculative. Certain positions may be subject to wide and sudden fluctuations in market value. Short selling exposes PSH to the risk of theoretically unlimited losses. Derivatives used for hedging purposes may
not correlate strongly with the underlying investment sought to be hedged. Derivative instruments may not be liquid in all circumstances. Derivatives may not be available to PSH upon acceptable terms. As a
result, PSH may be unable to use derivatives for hedging or other purposes. Non-U.S. currency investments may be affected by fluctuations in currency exchange rates.
Investment Opportunities. PSH’s investment strategy depends on the ability PSCM to successfully identify attractive investment opportunities. Any failure to identify appropriate investment opportunities and
make appropriate investments would increase the amount of PSH’s assets invested in cash or cash equivalents and, as a result, may reduce their rates of return. PSH will face competition for investments. There
can be no assurance that Pershing Square will be able to identify and make investments that are consistent with PSH’s investment objectives.
Control Investments. The Pershing Square funds may take a controlling stake in certain companies. These investments may involve a number of risks, such as the risk of liability for environmental damage,
product defect, failure to supervise management, violation of governmental regulations and other types of liability. In connection with the disposition of these investments, the Pershing Square funds may make
representations about such investments’ business and financial affairs and may also be required to indemnify the purchasers of such investments or underwriters to the extent that any such representations turn
out to be incorrect, inaccurate or misleading. All of these risks or arrangements may create contingent or actual liabilities and materially affect the Pershing Square funds and any investment in the Pershing
Square funds. Pershing Square may participate substantially in the affairs of portfolio companies, which may result in PSH’s inability to purchase or sell the securities of such companies.
THIS GENERAL INVESTMENT FUND RISK DISCLOSURE IS NOT COMPLETE. THE ABOVE SUMMARY IS NOT A COMPLETE LIST OF THE RISKS AND OTHER IMPORTANT DISCLOSURES INVOLVED IN INVESTING
IN PSH AND IS SUBJECT TO THE MORE COMPLETE DISCLOSURES CONTAINED IN PERSHING SQUARE’S FORM ADV PART 2A AND IN PSH’S PROSPECTUS, WHICH MUST BE REVIEWED CAREFULLY.
61
Additional Disclaimers Related to SPARC
Whether and when a SPARC Distribution may take place remains subject to the SEC review process and effectiveness of an SEC registration statement registering the SPARC Distribution under the Securities Act
of 1933. The decision to make the SPARC Distribution as well as the final terms and conditions of any SPARCs is subject to the review and approval of the Board of Directors of Pershing Square SPARC Holdings.
The terms, if any, of SPARCs that are ultimately distributed may be materially different from those described in or implied by this summary.
No assurance can be given that SPARC will be ultimately effectuated on the outlined terms in this presentation or at all. This material is for informational purposes and does not constitute an offer of any securities.
The receipt of this document by any recipient is not to be taken as investment advice and all recipients are strongly advised to consult their own independent advisors on any investment, legal, tax or accounting
issues relating to these materials.
62