Third Point LLC

390 Park Avenue

New York, NY 10022
Tel 212 715 3880

October22,2013

ThirdQuarter2013InvestorLetter

ReviewandOutlook
During the third quarter, Third Point generated strong performance in line with the S&P
with half the exposure and significantly less volatility. As several investments hit their
pricetargetsinJuly,wescaledbackanumberofpositionsincludingtwo-thirdsofourstake
in Yahoo!. These sales decreased long equity exposure, a move consistent with our
growing concerns at the time about the global economy from possible U.S. military
intervention in Syria, to uncertain Fed leadership, to an impending U.S. government
shutdown or debt default. In August, successful single name stock selection allowed us to
generate alpha as markets fell. We have continued to find new event-driven ideas and
addedseveralsignificantspecialsituationstotheportfolio.Wearealsofindingcompelling
newpocketsofvalueinbothcorporateandstructuredcredit.

0ui macio }apan tiaue has contiibuteu significantly to ietuins As we uiscusseu on

oui Q Investoi Call anu in Ban anu Laiiy Linuseys Wall Stieet }ouinal opinionpiece
1
from
June25
th
,Japanisatacrossroads.ThefirsttwoofPremiei Abes aiiows lanueu on taiget
and inflation has risen (albeit modestly) as the monetary supply loosened. Based on our
iecent tiips to the iegion the goveinments iesolve to enact the thiiu aiiow of stiuctuial
reform appears intact. Despite this determination, the government remains short on
specifics,whichismademoreworrisomebyanimminentincreaseintheconsumptiontax.

If this time is to be different in Japan, significant changes to the labor market, trade
arrangements, and corporate taxes must occur. As American citizens, we are intimately
familiar with the challenges of implementing long-term oriented structural
transformations in a short-term focused, democratically governed country. However
difficult this process may be, we believe Premier Abe has the best chance in over a
generationtoenactthereformstopushJapanforward.Ifheactsontheseiniatives,wewill
be eager buyers of additional Japanese stocks beyond our significant investment in Sony
andcurrentholdingsinotherJapanesecompanies.

1
http://online.wsj.com/news/articles/SB10001424127887324021104578551213361894312

2

QuarterlyResults
SetforthbelowareourresultsthroughSeptember30
th
andfortheyear2013:

ThirdPoint
OffshoreFundLtd. S&P500
2013ThirdQuarterPerformance 4.8% 5.2%
2013Year-to-DatePerformance* 18.0% 19.8%
AnnualizedReturnSinceInception* 17.9% 6.8%
*Through September 30, 2013. ** Return from inception, December 1996 for TP Offshore Fund Ltd. and S&P 500. See
disclosuresonlastpage.

SelectPortfolioPositions

Equity Position Nokia Corporation Nokia

We purchased Nokia late in the third quarter following the announced sale of its Devices
anu Seivices BS business to Niciosoft foi billion in an all-cash transaction.
Expecteu to close in Q the ueal pioviues billion foi the BS business anu
billion for a 10-year non-exclusive patent licensing agreement. Once the transaction is
complete new Nokia will consist of the Nokia Siemens Netwoiks NSN the BERE maps
business,andapatentportfolioknownasAdvancedTechnologies.

At our purchase price, we seized an opportunity to create new Nokia at a substantial

discount to taiget value The company will have appioximately billion of net cash when
thetransactioncloses,andweexpectameaningfulportionoftheexcesswillbedistributed
to shareholders in coming quarters. Either a buyback or a special dividend is possible,
which should draw additional investors to new Nokia when the cash return scenario
developsfollowingthedealclosing.

The de facto spin of the D&S business leaves Nokia with a significantly different strategic
and operational profile, with of touays maiket capitalization ieflecteu in pio foima
netcashandaportfolioofthreedistinctbusinesseseachgeneratingpositivefreecashflow.
Each of Nokias businesses has inteiesting oppoitunities anu uynamics In the case of NSN
years of restructuring have resulted in a more profitable business, while the market
structurehasimprovedfollowingyearsofconsolidationaheadofaglobal4Gupgradecycle.
Baving acquiieu Siemens stake in NSN this summei at a veiy attiactive valuation,
Nokianowhasgreatercontrolovertheoperatingandstrategicprospectsforthebusiness.
The HERE maps business has exceptional share in the built-in automotive navigation
market(estimatedat8090%)alongwithsignificantpotentialinportable navigation,an
increasinglystrategicareaforsmartphonevendors.

3

The Advanced Technologies intellectual property licensing business has historically
operatedonanetbasisincommercialagreementswithothersmartphonevendors.Going
forward, Nokia has the opportunity to realize royalty revenues on a gross basis and focus
on a broader licensing program of its 10,000 patent families, which include leadership
positionsin2G/3G/4Gstandardessentialpatents,aswellasabroadarrayofnon-standard
essential patents Nokias patent poitfolio has been successfully uefenueu in couit anu via
settlement agreements over the years, enhancing its licensing prospects and strategic
value.

For years, the investment case for Nokia has centered on the prospects for the handset
business with little emphasis on NSN, the maps business or the intellectual property
licensing oppoitunity We think the iepositioning of the new Nokia story will take time
forthebroaderinvestmentcommunitytoabsorb,whichallowsustoinitiatethepositionat
such a significant discount. Meanwhile, the prospect of a substantial one-time capital
return and possible reinstatement of a regular dividend further enhance our upside
potential Nokias commitment to ietuin excess capital and the attractive price paid for
Siemens stake in NSN suggest Nokias leaueiship will iemain piuuent in capital
allocationdecisionsgoingforward.

Event-driven situations like the Nokia/Microsoft transaction are the bread and butter of
ourstrategy.Wehaverecentlyseenanincreaseinthenumberoftheseopportunitiesand
welcomethechancetopopulatetheportfoliowiththem.

CreditPosition:MAV
NAv stanus foi Nastei Asset vehicle a stiuctuie that was cieateu out of what iemaineu
of the Canadian market for asset-backed commercial paper following the 2008 financial
crisis. Canadian institutions had been engaged in a trade that soured during the market
downturn, going long credit risk by selling credit default swaps financed via commercial
paper. Following the crisis, these investors were unable to roll their commercial paper
holdings and instead were forced to give counterparties long-term bonds to secure their
CDS holdings. Third Point purchased these bonds in the secondary market from forced
sellerswhowereinterestedinowningcommercialpaperi.e.veryshortdurationassets
butweretrappedinsteadwithlong-termholdings.

Today,MAVconsistsof$10billionofoutstandingbonds,segmentedintoA-1,A-2,BandC
tranches and $10 billion of cash and liquid securities. This cash and liquid securities
portfoliowasoriginallycollateralfortheCDS;itgeneratesincometoservicethebondsand
servesasbondcollateral.Thisportfolioshouldreturn100centsonthedollaratmaturity.
The structure is short $50 billion of CDS, which sounds like a daunting amount of risk;
however, the exposure is through super senior swaps with an average of 15%
4

subordinationmakingitveryunlikelyourbondswillbeimpaired.Theyieldtomaturity
on the NAv tianches cuiiently ianges fiom about on the AA iateu by BBRS A-1
trancheto7.5%fortheCtranche,aftercompressingmorethan350bpssinceouroriginal
purchases.

We have added to our position recently based on our expectation of higher returns from
thiee souices Fiist we expect yielus to compiess as the bonus ioll uown the yielu cuive
Second,yieldsshouldalsocompressastheCDSportfoliode-risksovertime,thedurationof
the CDS shortens and tightens, and CDS matures and expires. At its creation, MAV was
short more than $70 billion of risk; this figure has decreased to $50 billion today. Third,
andmostsignificantly,MAVtradesatadiscounttoitsnetassetvalueandthuscouldtender
foritsbondsatapremiumtomarket.CounterpartieswhoarelongCDSswapswrittenby
MAV would like to see it go away it is capital intensive and does not generate much
income,andMAVdebtholdersareeagertocapturethisdiscount.

Although the process has taken longer than we originally anticipated, the requisite
approvals were received early this month and we expect the tender to commence during
thefourthquarter.Thetendershouldboostouryeartodatereturnstomorethan15%,a
solidrisk-adjustedreturnfromnon-correlated,shortdated,floatingrate,investment-grade
creditexposure.

BusinessUpdates

Year-EndReturnofInvestorCapital
Thiiu Points assets unuei management aie currently $14 billion. Our increased size is
primarily a result of a net annualized return since January 1, 2009 of 24% to investors in
the flagship Partners fund and 29% in our slightly levered Ultra fund, which have led
growthinthecapitalbasesinceourinitialclosetonewinflowsinmid-2011.Inaneffortto
moderatethisgrowth,wehavedecidedtogivebacka poition of s cumulative piofits
toinvestors.

Weplantoreturnapproximately10%ofcapitalinourprivatefunds.Thisamountwillbe
based on year-end account balances and will include any requested redemptions from
investors, the deadline for which is October 31
st
. The capital return will be made to all
applicable investors on a pro rata basis, but will exclude employee investments and the
investment from our listed vehicle feeder fund (which will separately pay a redemption-
fundeddividend).

5

Sincerely,

ThirdPointLLC
_____________________

Thiiu Point LLC Thiiu Point oi Investment Nanagei is an SEC-registered investment adviser headquartered in New York. Third Point is primarily
engageu in pioviuing uiscietionaiy investment auvisoiy seivices to its piopiietaiy piivate investment funus each a Funu collectively the Funus Thiiu
Points Funus cuiiently consist of Thiiu Point 0ffshoie Funu Ltu TP 0ffshoie Thiiu Point 0ltia Ltu TP 0ltia Ltu Thiiu Point Paitneis LP TP
Paitneis LP anu Thiiu Point Paitneis Qualifieu LP Thiiu Point also cuiiently manages three separate accounts. The Funds and any separate accounts
managedbyThirdPointaregenerallymanagedasasinglestrategywhileTPUltraLtd.hastheabilitytoleveragethemarket exposureofTPOffshore.

All performance results are based on the NAV of fee paying investors only and are presented net of management fees, brokerage commissions,
administrative expenses, and accrued performance allocation, if any, and include the reinvestment of all dividends, interest, and capital gains. While
performanceallocationsareaccruedmonthly,theyaredeductedfrominvestorbalancesonlyannually(quarterlyforThirdPointUltra)oruponwithdrawal.
The performance results represent fund-level returns, and are not an estimate of any specific investois actual peifoimance which may be mateiially
different from such performance depending on numerous factors. All performance results are estimates and should not be regarded as final until audited
financialstatementsareissued.

The performancedata presentedrepresentsthatof ThirdPointOffshoreFund Ltd.AllP&Lor performanceresultsare basedonthenetassetvalueoffee-

paying investors only and are presented net of management fees, brokerage commissions, administrative expenses, and accrued performance allocation, if
any,andincludethereinvestmentofalldividends,interest,andcapitalgains.Theperformanceaboverepresentsfund-levelreturns,andisnotanestimate
of any specific investois actual peifoimance which may be mateiially different from such performance depending on numerous factors. All performance
resultsareestimatesandshouldnotberegardedasfinaluntilauditedfinancialstatementsareissued.ExposuredatarepresentsthatofThirdPointOffshore
MasterFundL.P.

WhiletheperformancesoftheFundshavebeencomparedherewiththeperformanceofawell-knownandwidelyrecognizedindex,theindexhasnotbeen
selected to represent an appropriate benchmark for the Funds whose holdings, performance and volatility may differ significantly from the securities that
comprisetheindex.Investorscannotinvestdirectlyinanindex(althoughonecaninvestinanindexfunddesignedtocloselytracksuchindex).

Past performance is not necessarily indicative of future results. All information provided herein is for informational purposes only and should not be
deemedasarecommendationtobuyorsellsecurities.Allinvestmentsinvolveriskincludingthelossofprincipal. Thistransmissionisconfidentialandmay
notberedistributedwithouttheexpresswrittenconsentofThirdPointLLCanddoesnotconstituteanoffertosellorthesolicitationofanoffertopurchase
any security or investment product. Any such offer or solicitation may only be made by means of delivery of an approved confidential offering
memorandum.

Specific companies oi secuiities shown in this piesentation aie meant to uemonstiate Thiiu Points investment style anu the types of industries and
instrumentsinwhichweinvestandarenotselectedbasedonpastperformance.TheanalysesandconclusionsofThirdPointcontainedinthispresentation
include certain statements, assumptions, estimates and projections that reflect various assumptions by Third Point concerning anticipated results that are
inherently subject to significant economic, competitive, 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
respecttoanyothermaterialsherein.

Information provided herein, or otherwise provided with respect to a potential investment in the Funds, may constitute non-public information regarding
ThirdPointOffshoreInvestorsLimited,afeederfundlistedontheLondonStockExchange,andaccordinglydealingortradinginthesharesofthatfundon
thebasisofsuchinformationmayviolatesecuritieslawsintheUnitedKingdomandelsewhere.
_____________________