ThirdPointLLC

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October 21, 2014


Third Quarter 2014 Investor Letter

Review and Outlook

The Third Quarter was moderately volatile for the markets and Third Points portfolio. In a
quarter in which it was difficult to gain traction, Julys losses offset Augusts gains, while
September was essentially flat. Equities produced profits, mortgages continued their
impressive outperformance, and credit suffered primarily from losses in a single
investment, Banco Espirito Santo. Throughout the Quarter, we continued to optimize
position sizes to increase portfolio concentration, which has been a key focus this year. We
also took advantage of stronger tapes to exit or reduce positions including AIG, Hertz,
Softbank, LNG, LNG AU, and Sony, which is discussed in more detail below.

Before October, both market corrections and rallies back had been quick and dramatic this
year. We feared that there had been a paradigm shift until the last few days, but it now
seems the market may be continuing this established pattern. Pinpointing the cause of the
initial sharp market movement downward is conjecture at best. Daniel Kahneman, the
Nobel Laureate Economist and expert in heuristics, has written extensively about the
dangers of our tendency to attribute causation to associated events. Keeping his research
in mind, we caveat our explanations for Octobers correction and volatility.

In early October, a confluence of events transpired in relatively short order, including
weaker economic data, political uncertainty, a potential global plague, and bureaucratic
meddling, which caused fear to spike, sentiment to decline, and investors to deleverage.
The month got off to an especially rocky start for hedge funds when a court dismissed a
claim in connection with the Fannie Mae/Freddie Mac GSE complex. Many investors were
oversized in this trade and their forced selling kicked off the derisking cycle. Next, oil
prices declined sharply and many funds who had large positions in E&P companies
suffered enormous losses. Then last week, AbbVie halted its announced inversion
transaction with Shire, inflicting great pain on the arbitrage community. Opaquely blaming
mysterious meetings with the Treasury Department, AbbVie walked away from an
entirely lawful deal that it had touted as enormously accretive and strategic as recently as
two weeks ago, incurring a substantial $1.6 billion breakup fee. A rational conclusion is
that instead of a legislative solution that might require comprehensive tax reform, this
Administration has decided to unilaterally curb inversions using whatever means are
available. Needless to say, this regulatory uncertainty (along with prior detours from the
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rule of law) will be a wet blanket on top of investors until transparency and a level playing
field are restored to the markets.

Amidst this unwind, our analysis showed us that while some fear was warranted, some was
exaggerated, and so we took steps to mitigate volatility and simultaneously take advantage
of the market mayhem. Over the past week, after initially reducing our exposures, we
realigned our portfolio by lifting hedges, taking on new positions, and reestablishing
investments in companies we had previously exited at much higher prices.

Going forward, we expect that the US will remain the best place to invest, credit
opportunities will stay slim, and large cap opportunities with a constructivist angle will
become more promising. Although consensus has shifted to lower growth, slower inflation,
modest rates, and continued monetary expansion, we think the markets will resume an
overall upward trajectory in the US through yearend.

Amidst this volatility and performance dispersion, we struggle with our instinct that it is a
good time to short stocks with the reality of the past few years of shortselling carnage. We
were intrigued by investment legend Julian Robertsons recent comments that, we had a
field day before anyone knew anything about shorting. It was almost a license to steal.
Nowadays its a license to get hosed. There is no doubt that the complexities around single
name short selling have increased massively following 2008 partly as a function of
government regulation and intervention, partly due to negative rebates being the norm
but we have slowly been getting back in to the shallow end of the pool.

Quarterly Results
Set forth below are our results through September 30
th
and for the year 2014:

Third Point
Offshore Fund Ltd. S&P 500
2014 Third Quarter Performance* 0.1% 1.1%
2014 YeartoDate Performance* 6.0% 8.3%
Annualized Return Since Inception** 17.5% 7.5%
*Through September 30, 2014. ** Return from inception, December 1996 for TP Offshore Fund Ltd. and S&P 500.

Select Portfolio Positions

Equity Position: Amgen
Since its founding in 1980, Amgen (the company) has been a pioneer in the biotechnology
industry, successfully discovering, developing, and marketing therapeutic agents that have
meaningfully impacted human health. From 1989 to 2002, Amgen grew five revolutionary
biologic drugs into billion dollar blockbuster products in oncology, nephrology, and
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inflammation. Today, Amgen is a $105 billion market cap company with annual revenues
of nearly $20 billion and annual net income of over $5 billion.

Considering this track record, Amgens longterm underperformance relative to its biotech
peers is surprising. The company has a compelling mix of longduration, highmargin
mature products like Neulasta and Enbrel, and a number of exciting high growth assets,
including recently launched blockbusters like Prolia and Xgeva along with innovative late
stage pipeline assets like evolocumab. Yet, using nearly any valuation metric, the Company
trades at a substantial discount to peers. Amgen even trades at a discount to the US
pharmaceutical sector, despite superior revenue and earnings growth rates. Amgens
current discount to fair valuation and the lack of structural hurdles to closing this gap
make it an attractive investment opportunity. Third Point is now one of the companys
largest shareholders.

Amgen has all the hallmarks of a hidden value situation, one of our favorite investment
themes. The company does not receive proper credit from investors for either the cash
generative potential of its mature products or the coming financial impact of its growth
assets. In the mature products segment, we believe revenues will be sustainable and
concerns about potential erosion are overstated. With respect to Amgens pipeline, we
believe the market underappreciates how disruptive some of its new products will be. Our
conviction about the companys growth pipeline has been bolstered by our discussions
with Third Points newly created Scientific and Medical Advisory Board (SMAB) led by
renowned oncologist Dr. David Agus. Dr. Agus has helped us assemble a worldclass team
of scientists and physicians to assist in our evaluation of therapeutic companies and their
clinical assets.
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We believe the obscured fundamental value and investor skepticism that have led to
Amgens valuation discount can be easily unlocked. Throughout our due diligence and
discussions with sellside analysts and other investors, it became clear that the market has
penalized Amgen for several key reasons: 1) its historical lack of R&D productivity; 2) more
than a decade of flat operating margins; and 3) the suspension of its share repurchase
program in 2013 following its $9 billion acquisition of Onyx Pharmaceuticals.

First, on R&D productivity, our analyses confirm that Amgens R&D efforts have been more
costly and less efficient than those of its biotech peers. Despite investing a cumulative $32
billion in R&D since 2002, over 75% of Amgens current revenues still come from products

1
Other SMAB members include Dr. Geoff Ginsberg, the founding Director of the Center for Genomic Medicine
at Duke University, and Dr. David Parkinson, a former pharmaceutical and biotech executive and the former
chairman of the FDAs Biologics Advisory Committee.
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introduced before that year. Amgen also appears to spend significantly more money on its
latestage pipeline assets than any of its biotech peers both in absolute terms and relative
to the number of development projects. Given this sparse output versus to investment, we
believe improvements are needed in Amgens R&D evaluation process, a hypothesis
supported by members of our SMAB.

Second, the market has rightfully punished Amgen for having flat operating margins since
2002 despite a 3x increase in revenues, a failure we attribute to excessive spending. For
starters, the bloated cost structure is troubling given that Amgen competes in specialized
therapeutic areas which require small, highly focused sales and marketing efforts, and
generates the majority of its revenues from just a few wellestablished, popular drugs.
Another puzzle is that while the biotechnology industry has seen substantial improvements
in manufacturing efficiency, Amgen has not demonstrated any of the obvious economies of
scale (e.g., procurement, sourcing) that should have been realized. Against this backdrop,
the companys lack of operating margin leverage over this period is doubly surprising.
Given its revenue growth, we are convinced that Amgen should have seen meaningful
operating margin expansion since 2002, a shortcoming which we believe management has
now acknowledged. We believe recent efforts to trim costs do not even scratch the
potential opportunity.

Third, in 2013, Amgens management made a questionable capital allocation decision: the
company purchased Onyx Pharmaceuticals at a 40%+ premium for $9 billion in cash while
halting its own share repurchase program. At the time, the company said that its buyback
would remain halted until 2016. Based on corporate filings, during the deal negotiations,
Amgen had concerns about Onyxs lead compound, Kyprolis, and renegotiated to reduce
the price. Since the acquisition closed, Amgen has disclosed that while the ASPIRE trial for
Kyprolis met its clinical endpoints, its sister FOCUS trial failed to show clinical benefit and
introduced potential concerns over renaladverse events. Instead of the Onyx purchase,
Amgen could have accretively repurchased over 10% of its shares outstanding, at the
depressed valuation of just 4x sales. Beyond Onyx, we question whether the return on
Amgens $17 billion in M&A spending since 2002 (on top of the aforementioned $32 billion
in R&D spending) has been economically justified, both in absolute terms and also relative
to other transactions in the sector. We are challenged to identify any homerun
acquisitions and, while still early, believe that most of these transactions will turn out to
show mediocre returns.

We believe that Amgen management can directly address all three sources of legitimate
investor frustration and, based on our discussions to date with management, we believe
that they will. While we applauded Amgens first steps in July to target the companys
inflated cost structure by rationalizing its US facilities footprint and creating centers of
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R&D excellence in San Francisco and Boston, we believe much more can and should be
done. Immediate actions Amgen can take to create shareholder value include: 1) Focusing
its R&D efforts; 2) Providing longterm margin guidance demonstrating a commitment to
reducing a bloated cost structure; and 3) Creating clarity on additional shareholder returns.

We have also asked the company to seriously consider a more radical option, one first
proposed by Geoffrey Porges at Sanford Bernstein. It is wellestablished that disparate
business units generally benefit from operating separately due to distinct corporate
cultures, superior efficiencies, and a greater focus for employees and management alike.
Given the diverse nature of its assets cashgenerative Mature Products and R&Dintensive
Growth Products we believe that Amgen could benefit from a separation into distinct
operating units with separate financial statements and should seriously consider
separating into two companies (e.g., a MatureCo and a GrowthCo). Internally, each
business would have different priorities: MatureCo would focus on efficiency and cash flow,
while GrowthCo would emphasize product development and innovation. Externally, each
business would be valued with different metrics: MatureCo on a dividend yield and
GrowthCo on a peerbased sales or earnings multiple. Our own extensive diligence
suggests that a breakup of Amgen is feasible and that purported constraints such as tax
strategy and supply chain management can be managed.

A separation of Amgen into MatureCo and GrowthCo would likely be very well received by
investors. We expect that MatureCo would receive a valuation based on its dividend yield
while GrowthCo would be valued, like peers, on a high growth multiple on earnings,
reflective of the burgeoning pipeline. Importantly, however, we believe that a separation
would not just be good for shareholders, but that it is a more effective way of running each
business. In particular, we believe that the benefits to GrowthCo would be the most
meaningful: talent retention, more rapid decision making, and ultimately, accelerated
development of new therapies to improve countless lives. We urge Amgen management
and a committee of independent directors to conduct their own indepth evaluation of this
strategic option and share their findings with investors.

We believe there are three ways to win in Amgen, depending on the path management
takes from here. If Amgen is simply valued at one turn below its pharmaceutical peers at
17x earnings a change we expect to be driven by managements current restructuring
plans the stock should be worth $189 per share by the end of 2016. If Amgen fully seizes
the opportunities outlined in our recommendations to focus its R&D, announce structural
expense reductions, and accelerate capital deployment, we believe 2017 EPS will reach
$12.82 (versus consensus of $11.12 currently), implying a share price of $218 on the same
multiple. We see the most upside, however, in the scenario where Amgen strategically
separates into two standalone business, as we have encouraged management to consider.
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In two years, we expect that such a separation could create almost $249 per share in total
value, over 80% upside to the current share price.

CEO Bob Bradway and his team have been openminded and receptive to our ideas to date
and we firmly believe that the company is at an inflection point. The companys upcoming
Analyst Day presents an excellent chance for Amgen management to take bold action and
provide clear direction for the company, its investors, and its employees. We hope to
maintain our constructive dialogue with management as the company moves towards
closing its valuation gap.

Equity Position: eBay

We established a significant position in eBay during the Third Quarter. While eBays
challenges were wellmapped including multiple years of minimal value growth, a weak
execution track record, and high employee turnover we sensed it had arrived at a critical
inflection point and gained new focus. A meeting with CEO John Donahoe this summer left
us impressed by his processdriven approach to optimizing the business.

We were pleased when Mr. Donahoe announced in September that eBay would split into
two by spinning off its PayPal unit. Our work on Alibaba since 2011 had persuaded us of
the power of the marketplace model in ecommerce and our work on AliPay convinced us
that PayPal was an incredibly wellpositioned global brand with the potential to become a
leading player in mobile payments. Following the spinoff, eBay/PayPal will offer two
appealing growth, relative value, and capital return profiles for investors.

eBay/Marketplaces
eBay is one of the worlds ten largest retailers, with strong margins, limited capex, global
reach, and consistent highsingle to lowdoubledigit growth. While eBays sales growth
may appear underwhelming when compared to Alibaba or Amazon, the company is
growing sales 23x faster than the Home Shopping Network (which trades at 10x 2015E
EBITDA) and WalMart (which trades at 8x 2015E EBITDA), and enjoys a much more
attractive margin and free cash flow profile.

While eBay will invest in branding efforts during the balance of this year, we anticipate
favorable comparisons to drive renewed momentum in 2015. We are also intrigued by
efforts to emphasize structured data in ways that will benefit consumer engagement and
merchant visibility. Finally, eBay is highly cashgenerative and has relatively limited
capital needs. It has shown an interest in buying back its stock and a willingness to take on
debt to do so. With the split of eBay and PayPal, we believe eBays capital return strategy
will be more pronounced and structurally, new eBay would be positioned to buy back
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roughly a third of its float within two and a half years (and almost half its float within 4 to 5
years). We believe core eBay could be worth more than double its implied presplit value,
assuming high singledigit topline growth, modest margin improvement, and a consistent
buyback policy.

PayPal
PayPal is a highgrowth business with significant opportunities to expand its existing
market and margins while pursuing new paths in financial services for consumers and
merchants. With significant scale and an attractive funding mix, PayPal generates high
incremental margins on payment volume increases which it can use to fund sustained
growth.

Apples entry into the payments space dampened investors enthusiasm for PayPal,
creating an interesting entry point. We think the market is missing the fact that ApplePay
is primarily an offline mobile solution focused on the Point of Sale (POS) opportunity which
represents a small fraction of PayPals current business. When we break down the
applicability of ApplePay to PayPals business mix, we find that ApplyPay will compete
directly with only 1.52% of PayPals total payment volume (TPV).

We believe that Apples entry into the mobile payments space could ironically be a net
positive for PayPal. Mobile payments have been the next big thing for almost five years
but have failed to ramp. In part, this is because one needs buyin from financial
institutions, merchants, and consumers in order for a payment technology to gain
acceptance. With no pressure to catalyze a decision, the different incentives of these
groups have not proven to be sufficiently aligned to overcome their inertia and come to an
agreement. MCX, Google, and PayPal now need partners to compete with Apple and we
think multiple win/win deals exist. PayPals current POS business is de minimis, allowing
the company to price disruptively while creating substantial value.

Finally, PayPals value will be better reflected in a smaller, more nimble entity. PayPal has
the option to goitalone, sell to one of many potentially interested parties, or to open itself
up to partnerships with other key online players (e.g. Google, Facebook, Amazon, Alibaba,
Apple) and become a neutral, online payments network (essentially becoming the Visa of
the Internet). The market is currently valuing PayPal at approximately 11.5x14.5x x 2015
EPS (assuming an 89x EBITDA multiple for eBay) which seems too cheap for a company
growing sales 20% with significant strategic optionality and a strong chance to shape the
future of payments.



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Equity Position: Alibaba
In our Quarterly Letter two and a half years ago, we argued the Case for Alibaba. At the
time, Alibaba held a leading market position that it was just beginning to monetize (the
company had less than $75 million in LTM earnings). Today, the Company has continued
its exponential growth, demonstrated significant margin leverage, and is expected to earn
over $5 billion this fiscal year. Our enthusiasm for the Alibaba story has underpinned
multiple investments at Third Point and now that the company is public, we have
established a significant direct investment in Alibaba shares.

Third Point has met with management several times and is confident that Alibaba can
generate longterm value in its core markets and compete in new ones, making it a
compelling potential multiyear investment. The company has a substantial network effect
that creates several large moats around its business, generating significant free cash flow
for reinvestment and expansion as well as an unrivaled amount of data on Chinese
consumers. We see continued end market growth in Chinese consumer spending and e
commerce (as well as global ecommerce) and continue to believe that Alibaba has
considerable additional monetization potential.

The success of Alibabas IPO shows that we are not alone in our view that the company is
positioned as Chinas ecommerce juggernaut. Alibabas metrics should appeal to growth,
GARP, and value investors. We are most focused on Alibabas multiple hidden assets that
represent underappreciated sources of value, including:

Aliyun / Alibaba Cloud Computing is Alibabas Infrastructure as a Service (IaaS) business
(effectively the AWS of China). The unit can leverage the robust infrastructure Alibaba has
in place to handle spikes in demand around the 11/11 sales holiday (which has ~9x the
traffic of the average day). Since Alibaba only uses 12% of its peak capacity on an average
day, the company can lease out its infrastructure to other businesses at extremely
competitive costs. Our research suggests that Alibaba has the best IaaS platform in China
and competitors are ceding the market to them. Gartner suggests that this will be a $5
billion RMB market in three years and it is Alibabas to lose.

China Smart Logistics is Alibabas logistics JV (Alibaba holds 48%). The Companys
logistic partners delivered 6.1 billion packages in China for the twelve months ended
6/30/14. This was 38% more packages than UPS delivered globally in that time period.
Courier businesses are competitive in China and packages can be delivered for anywhere
from ~522RMB. Taking the lowest delivery prices we have heard, applying that to 6.1
billion parcels and growing the unit numbers 30% annually suggests that the delivery
portion of Alibabas logistic ecosystem will be a $17 billion business in 5 years. Applying
this math to average delivery prices suggests a $33 billion business. Once warehousing and
logistics is added in, the industry could be closer to $50 billion annually. Our belief is that
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while Alibaba doesnt want to enter the courier business directly, they would work through
the JV to help the ecosystem manage data to make logistics more efficient and intelligent. It
isnt hard to imagine this becoming a multibillion dollar income stream over time.

AliPay is an escrow payment service the company developed to ensure users felt safe
transacting on the platform. Alibaba has indirect exposure to AliPay via its 33% interest in
Ant Financial, which also includes merchant finance, insurance and consumer finance
businesses. AliPay has grown into one of the most important financial companies in China
and has over 300 million users (twice the number of PayPal) and 190 million mobile users.
The average Alipay user transacts over 80 times per year. While almost 80% of
transactions on Alibaba are paid for via Alipay, Alibaba only represents 30% of AliPay s
business. AliPay runs their Alibaba volumes at zero margin and makes money on the off
Alibaba portion. This portion is growing faster than the Alibaba portion of the business,
allowing revenue to grow faster than TPV and profits to grow faster than revenue. If we
apply Visas TPV multiple to AliPay, it would imply the unit is worth $80 billion and is
almost 10% of the companys current valuation. The Chinese payments market is evolving
quickly and the regulatory environment can be fluid but AliPay is one of the most
innovative companies in China and is structured to be very nimble. Bank of America
Merrill Lynch estimates AliPay will earn over $2 billion in 2017 and argues for a $60 billion
valuation for the unit (or an NPV of $7 per Alibaba share). Local brokers have made the
case that AliPay could be a $200 billion USD business by the end of the decade.

The common factor in all three hidden assets is that they are underappreciated relative to
Alibabas core free cash flow machine because they are only beginning to make money. We
have seen Alibabas pattern for growing businesses and believe that they are inclined to
focus on share over profits until they reach enormous scale. Once a business achieves
ubiquity, profits can ramp very quickly. We believe that Alibabas $200 billion enterprise
value (adjusted for public stakes) suggests we are getting valuable call options in Aliyun,
China Smart Logistics and AliPay/Ant Financial for free.

Equity Position Exit: Sony

In May of 2013, Third Point announced a significant stake in Sony and suggested to the
companys CEO, Kazuo Hirai, that he should seriously consider spinning out 1520% of the
companys undervalued, Americanbased Entertainment business. At the time, we
explained that partially listing the Entertainment segment would have three positive
effects: 1) highlighting its profitability; 2) increasing investor transparency, thereby
allowing the market to properly benchmark the company against its global media peers;
and 3) incentivizing Entertainments management to run the company more efficiently by
engaging in cost cutting and laying out clear earnings targets.
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While, regrettably, the Company rejected our partial spinout suggestion, they made some
changes that were consistent with our goals. In the Entertainment business in particular,
Sony has cut costs, improved its dialogue with investors, and undertaken key management
changes. In Electronics, Mr. Hirais team deserves credit for transitioning away from
personal computers this year and improving television profitability in 2015. They have
also improved investor transparency. Still, they have a long way to go and we continue to
believe that more urgency will be necessary to definitively turn around the companys
fortunes.

A key tenet for us in making constructivist investments is our margin of safety. While we
are most focused on the potential upside available to shareholders if management
undertakes changes, we are unlikely to make a significant investment in a situation where
constructivistdriven change is the chief catalyst unless we see minimal downside. Sony
was exactly the type of investment where the risk/reward ratio was skewed in our favor.
Thanks to this investment principle, despite enduring profit warnings nearly every quarter
we were invested, incurring worse news about Electronics than we expected, and suffering
from market disappointment at the pace of Japanese macroeconomic reforms, we still
managed to generate nearly a 20% return on this investment before exiting.

Sincerely,

Third Point LLC
_____________________

The information contained herein is being provided to the investors in Third Point Offshore Fund, Ltd. (Offshore Fund), Third Point Ultra Ltd. (Ultra),
Third Point Partners L.P., and Third Point Partners Qualified L.P. (collectively, the Funds) and its managed accounts. The Offshore Fund and Ultra are
feeder funds to the Third Point Offshore Master Fund L.P. and Third Point Ultra Master Fund L.P., respectively, in a masterfeeder structure. Third Point LLC
(Third Point) an SEC registered investment adviser, is the Investment Manager to the Funds and managed accounts.

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
performance allocations are accrued monthly, they are deducted from investor balances only annually (quarterly for Third Point Ultra) or upon withdrawal.
The performance results represent fundlevel returns, and are not an estimate of any specific investors actual performance, which may be materially
different from such performance depending on numerous factors. All performance results are estimates and should not be regarded as final until audited
financial statements are issued.

The performance data presented represents that of Third Point Offshore Fund Ltd. All P&L or performance results are based on the net asset value 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. The performance above represents fundlevel returns, and is not an estimate
of any specific investors actual performance, which may be materially different from such performance depending on numerous factors. All performance
results are estimates and should not be regarded as final until audited financial statements are issued. Exposure data represents that of Third Point Offshore
Master Fund L.P.

While the performances of the Funds have been compared here with the performance of a wellknown and widely recognized index, the index has not been
selected to represent an appropriate benchmark for the Funds whose holdings, performance and volatility may differ significantly from the securities that
comprise the index. Investors cannot invest directly in an index (although one can invest in an index fund designed to closely track such index).

Past performance is not necessarily indicative of future results. All information provided herein is for informational purposes only and should not be
deemed as a recommendation to buy or sell securities. All investments involve risk including the loss of principal. This transmission is confidential and may
not be redistributed without the express written consent of Third Point LLC and does not constitute an offer to sell or the solicitation of an offer to purchase
11

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 or securities shown in this presentation are meant to demonstrate Third Points 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 Third Point contained in this presentation
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
respect to any other materials herein.

Information provided herein, or otherwise provided with respect to a potential investment in the Funds, may constitute nonpublic information regarding
Third Point Offshore Investors Limited, a feeder fund listed on the London Stock Exchange, and accordingly dealing or trading in the shares of that fund on
the basis of such information may violate securities laws in the United Kingdom and elsewhere.