ThirdPointLLC

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July 26, 2016

Second Quarter 2016 Investor Letter

Review and Outlook
Watching Jon Snows epic Battle of the Bastards scene in the penultimate episode of this
seasons Game of Thrones gives investors a sense of how it has felt to manage money during
some periods over the past year. Surging enemies forming a seemingly impossible
perimeter, a crush of fellow soldiers on the field, arrows coming in overhead, and the need
to avoid panic and deftly use sword and shield to fight your way out of a seemingly
impossible situation is a good analogy for the emotional experience of managing assets
since last summer.

Nearly one year into this market cycle, a few truths of hedge fund investing are evident: 1)
portfolio positioning matters as much as stock picking skill; 2) factor risk, not beta, has
driven hedge fund underperformance in an up market; 3) crowded trades are a symptom of
the prevalence of copycat investment frameworks practiced by hundreds of funds formed
over the past decade to mimic the success of many of their investing legend mentors and
therefore naturally share the same outlooks and biases; and 4) putting money to work in
equities and credit today requires a thoughtful perspective on global events. Macro
analysis is no longer just for macro traders.

The Brexit vote was a good example of the importance of being able to make decisions
about the real impact of political and economic events in the midst of market turmoil, and
many market participants were caught flatfooted. The idea that the outcome was
unforeseeable is incorrect the polls correctly forecast a coin flip but elites dismissed the
possibility. There is a lot to learn from this groupthink pitfall, which we nearly fell into
ourselves. Over the weekend following the vote, we investigated the actual impact of Brexit
and, after concluding the average predicted scenario was too severe, we quickly
repositioned our equities portfolio by covering shorts, adding to several long positions, and

initiating a new position in a European eventdriven situation. This helped generate

positive returns for the month, for Q2, and so far in July.

As the Brexit episode showed, investing in this market must be viewed through a different
lens. This year, we have applied our views about global risks to portfolio management and
maintained a highly flexible, opportunistic approach. Our net equity exposures have
ranged from ~40% to ~55% in 2016, allowing us to be proactive in periods of market sell
offs while still taking enough risk to generate returns. We came into the year with a short
credit portfolio that we reversed sharply in February, getting long over $1B in energy
credit, a trade we discuss further below. We have reduced our structured credit book of
housingrelated bonds from its highs and focused increasingly on new areas of opportunity
in consumer lending. The years positive performance reflects contributions from nearly
all of the strategies we employ; the top five winners include a constructive long equity
position, a sovereign debt investment, highyield debt investments in energy companies, an
eventdriven long position, and a short equity position in the pharmaceutical industry.

Our gains have also been the result of mitigating losses in individual investments (other
than in Allergan, the years largest detractor). We believe that improved process initiatives
we have practiced since 2009 which have helped us annualize at nearly 16% net since
then have helped to avoid dramatic downside in more challenging markets over the past
18 months. A few key shifts have included: 1) moving away from a team populated by
generalist eventdriven investors to a firm of sector specialists focusing on three distinct
areas of equity investing: eventdriven situations, constructive/activist situations, and
value compounders. In a market with low growth and fewer events, having more depth of
knowledge in each sector and more types of equity investments available to us has resulted
in better stock picking; 2) an increased focus on controlling net, gross, and factor exposures
and shying away from most crowded longs and shorts has allowed us to be proactive in
market selloffs.

Looking ahead, we remain constructive on US markets and are primarily invested here.
While observers claim the S&P is expensive, its dividend yield currently is greater than the
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30 year bond yield, a relatively rare occurrence not seen since 2009. The dollars strength
earlier this year had weakened overall S&P earnings and when combined with its softening,
the Feds signals that another rate hike this year is highly unlikely, and tailwinds from low
energy prices, we expect to see earnings improve in the second half. Share buybacks and
M&A remain robust. Viewed from this perspective, alongside the observation that very few
other asset classes or regions offer more attractive returns, we are content to have our
capital in a welldiversified portfolio of UScentric credit and equities.

Quarterly Results
Set forth below are our results through June 30, 2016:

Third Point
Offshore Fund Ltd.

S&P 500

4.6%
2.2%
15.9%

2.5%
3.8%
7.3%

2016 Second Quarter Performance*

2016 YeartoDate Performance*
Annualized Return Since Inception**

*Through June 30, 2016. ** Return from inception, December 1996 for TP Offshore Fund Ltd. and S&P 500.

Portfolio Positioning

Equities: Baxter
A frequent question we are asked is whether we are too exposed to the health care sector.
First, we think it matters where we are exposed; we see a significant difference between
biotech and pharma companies, service companies like hospitals and HMOs, and medical
instrument and product companies like Baxter. As health care names in general have
swung from darlings to pariahs over the past 12 months, we have consistently reevaluated
both our exposure levels and specific investments. While there is temptation to dig in
following the types of losses we have seen in the sector, we do not share some investors
belief that every name that has gone down meaningfully will eventually revert to highs.
Investors should be particularly skeptical of overleveraged companies with aggressive
pricing practices in the current environment.

During the second quarter, we reduced our more concentrated long investments in health
care, selling out of our stake in Amgen because we saw better opportunities elsewhere. We
continue to hold our Allergan stake.

Our largest investment in the portfolio is Baxter, a global manufacturer and supplier of
health care products. Since its inception last June, the position has generated a nearly 20%
IRR. Despite this meaningful move in performance, its current size is consistent with our
conviction about the company and its leadership and the potential we see for meaningful
upside from these levels.

Our active involvement in Baxter began last summer immediately following the July 1st
divestiture of its biopharmaceuticals business, Baxalta. We believed Baxter had the
opportunity to materially improve margins and increase shareholder value. Shortly after
the Baxalta split and after we built our stake, Baxters CEO Bob Parkinson stated his
intention to retire and, by the fall of 2015, Baxters Board of Directors had agreed to add
two new members Third Point Partner Munib Islam and Boston Scientific CEO Michael
Mahoney. Munib also joined the search committee for a new CEO and in November 2015
the Board selected seasoned medical device executive and former Covidien CEO Joe
Almeida to be Baxters next CEO effective on January 1, 2016.

Mr. Almeida immediately outlined a threepart strategy to transform Baxter: 1) portfolio
optimization; 2) enhanced operational excellence; and 3) disciplined capital allocation.
These initiatives are designed to improve total shareholder return and free cash flow
generation over the longterm. Mr. Almeida also promised to evaluate Baxters businesses
and research programs and determine which elements of the companys extensive
portfolio should remain and which should be discarded.

While still early, we and seemingly other shareholders are encouraged by the results of
Mr. Almeidas execution of this strategic plan. In particular, we think three specific
examples demonstrate the upside still to be realized as the new CEO continues to pursue
his plan:
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Vivia Shutdown. In early June 2016, Baxter announced the termination of the Vivia home
hemodialysis platform developed in collaboration with DEKA Research and Development
Corporation. This program had been in development since 2007. Mr. Almeida explained
his decision making at a Goldman Sachs Health Care conference last month, saying as a
matter of fact, the NPV of the discounted cash flows for the program for the next ten years
was negative. So this allows us to take the cash and redeploy. We expect Mr. Almeida to
continue to make sensible decisions like these as he proceeds with his portfolio review.

Updated LongTerm Plans. At Baxters Analyst Day on May 9th, Mr. Almeida provided
updated 2020 guidance including 1) 1718% operating margins vs 14% previously, 2) 24
25% EBITDA margins vs 20% previously, 3) roughly $2.5B in operating cash flow vs more
than $2.0B previously, and 4) free cash flow of roughly $1.75B vs $1.1B previously. The
improvement in free cash flow is more than triple the 2016 guidance of $500M+ and
implies a growth CAGR of over 35%. In addition, Mr. Almeida introduced a 2020 EPS goal
of $2.75$3.00 per share, implying a 20152020 EPS CAGR of 1517%. The revised
operating and EBITDA margin targets are more in line with industry averages and, if met,
would drive meaningful underlying earnings growth before consideration of additional
capital allocation.

Baxalta Retained Stake. As part of the spinoff of Baxalta, Baxter retained about a 20%
stake in the company. At the time of the spin, Baxters stake was worth just over $4.1B. On
January 11, 2016, Baxalta agreed to be acquired by Shire PLC in a cash and stock
transaction, giving Baxter shareholders an unexpected windfall. Ahead of the Shire
transactions close on June 3rd, Baxter successfully completed the monetization of the
Baxalta stake by: 1) executing on two separate debt exchanges, reducing overall gross debt
by $3.7B; 2) exchanging 13.4M shares of Baxalta for 11.5M shares of Baxter, reducing fully
diluted shares outstanding by 2.1%; 3) contributing $700M of Baxalta stock to the Baxter
US pension, per guidance. These steps allowed Baxter to recognize nearly $5.0B in value
from its Baxalta stake, or over 20%.

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While most of the attention thus far has been on the strategic focus and longterm
management targets, Baxters balance sheet opportunity deserves specific mention. At the
Analyst Day, Baxters management clearly stated that 2020 EPS guidance excluded any
benefit from leveraging the balance sheet. However, given longterm guidance, we can
broadly estimate the amount of capital available to management:

Following the successful management and divestiture of the Baxalta retained stake,
Baxters net leverage declined to 0.6x on net debt of $1.2B, per the disclosure at the
May 9th Analyst Day. Guidance implies that Baxter will generate ~$4.55.0B in free
cash flow between 20172020 (vs $1.2B of net debt currently) and ~$2.82.9B in
EBITDA by 2020.

If Baxter sought to maintain a net leverage ratio of ~2.0x, the company could have
nearly $9.0B of capital to deploy for business development and/or returning cash to
shareholders; note that the leverage ratio excludes the benefit from any acquired
EBITDA. In the scenario where Baxter simply returns all cash to shareholders
through share repurchases and assuming Baxter achieves the midpoint of its long
term operational guidance with no change to multiples, we estimate over $0.75 per
share upside to Baxters 2020 EPS guidance. This would result in a 20152020 EPS
CAGR of over 20%.

We continue to see meaningful upside in Baxter and multiple ways to win as Mr. Almeida
executes on his strategic program.

Credit Investments: Energy
Investments in energy credit drove positive returns for Third Point during the first half of
the year. We began 2016 short corporate credit with modest exposure consistent with our
2015 portfolio and an overall bearish market. There were a few signs that the markets
degree of pessimism was misplaced, as Goldman Sachs highlighted in a January note to
clients:

HY E&Ps are pricing in more losses than anything ever experienced, even in the CCC
spaceHY E&P spreads are implying a cumulative loss rate of 86%, assuming a buy and hold
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strategy on the current universe. This means an investor would still break even if 86% of the
current HY E&P portfolio were wiped out. For context, data from Moody's show that since
1985, the worst cohort of Caarated firms experienced a fiveyear cumulative default rate of
71%.

Early in the year this (prescient) observation provided little comfort to investors who,
having suffered through the 4th worst year in the history of the highyield market in 2015
(only exceeded by the credit crisis years of 1990, 2000, and 2008), watched as oil plunged
through $30/bbl and natural gas traded with a onehandle.

We shifted our portfolio in late Q1, driven in part by our analysis of the energy markets and
our approach to crosscapital structure investing. In late January, Moodys revised its
20162018 Brent forecasts to $33 / $38 / $43, triggering multinotch downgrades for many
E&Ps. Forced selling by index funds following such downgrades caused many bonds to gap
down in price as a large portion of the space transitioned from trading on yield to expected
recovery in a bankruptcy scenario. In midFebruary, days after rumors of Chesapeakes
imminent Chapter 11 filing, another rumor surfaced that OPEC was willing to cut
production. This led oil prices to bottom, finally.

Around this time, we saw the potential for a modest commodity price recovery and also
believed the market was underappreciating the potential of a broadbased equitization of
the energy sector (asset sales, equity raises, dividend cuts). As creation value through
various credits reached levels that were too cheap to ignore and our view on commodities
strengthened, we covered shorts and added quickly to opportunities on the long side.
While our team also evaluated expressing our view on energy via equities, and made some
modest investments there, we chose to invest the bulk of our energy exposure in credit
because we believed that the fulcrum securities available offered the best relative
risk/reward based on the range of scenarios we analyzed.

We recently have monetized several investments that imply a more optimistic commodity
price outlook than we are willing to underwrite. We are currently focused on debt of
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companies with highquality assets and deleveraging catalysts where we can make good
returns while limiting downside risk should commodity prices stagnate. As credit markets
continue to reflect overall skittishness and volatility, we are optimistic that our flexible
approach to investing in the space will continue to provide more opportunities for
meaningful returns like the ones we generated during the first half of this year.

Private Investments: Didi
Over the last few years, ridesharing has emerged as a global disruptive technological force
on par with retail ecommerce in economic scope and scale. We believe that as ecommerce
has done over the past decade, ridesharing and related autonomous driving technologies
will create new industries, disrupt others, and permanently change the global economic
landscape over the next decade. In light of this thesis, we completed a private investment
in Chinas leading ridesharing platform, Didi, in Q2. Despite the rapid growth of Didi and
its rivals over the last three years, ridesharing penetration in China is still quite low: less
than 5% of Chinas urban population currently uses ridesharing services and ridesharing
represents less than ~1% of all urban transportation in China.

While ridesharing is rapidly gaining traction in numerous markets around the world, we
view China as a particularly attractive market for ridesharing expansion thanks to several
differentiating factors. China has among the highest population density levels of any large
country and is home to nine of the worlds 30 largest cities. Ridesharing platforms tend to
work best in densely populated cities because they provide a liquid supply of available
drivers, consistent rider demand to attract drivers, and correspondingly short waiting
times. China also has a relatively low level of car ownership, with only 130 vehicles per
thousand people (vs 800 in the US and 500700 in Western Europe). Given chronic traffic
in Chinas cities and the lack of available real estate for parking, a mainstream culture of
private car ownership in China has not yet developed and most urban residents still rely
heavily on public transportation.

As a result of these tailwinds, Chinas ridesharing sector is rapidly capturing market share
from both public transport and private car ownership. We forecast that the Chinese ride
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sharing market will expand from its 2015 volume level of less than two billion annual trips
to ~25 billion annual trips by 2019, representing a market size of ~$100B, or ~9% of the
Chinese urban transportation market. Given the winnertakemost characteristics of
ridesharing (which result from supplyside economies of scale and network effects) and
Didis alreadydominant position in the Chinese market (~80% market share today), we
believe Didi can capture the vast majority of this substantial market opportunity. As a
result, we expect Didi to grow into one of Chinas largest internet companies, resulting in
significant equity appreciation over the next five years.

Business Updates

New Research Team Members
We are pleased to welcome Greg Hart, C.C. Melvin Ike, and Zohair Rashid to the investment
team at Third Point.

Greg is focused on the technology, media, and telecom (TMT) sectors. Prior to Third Point,
he worked as an investment analyst at Hoplite for two years. Before joining Hoplite, Greg
worked at Blackstone as an analyst in the Private Equity group, and at J.P. Morgan as an
investment banking analyst. He graduated from Dartmouth College as Valedictorian with a
B.A. in Economics in 2010.

Mel joined Third Point fulltime in June, after completing an MBA Summer Internship here
in 2015. Previously, he was with TPG Capital where he focused on private equity
investments. Prior to TPG Capital, Mel was an investment banking analyst in the
Restructuring and Reorganization Advisory Group at Lazard Frres. He earned a JD, cum
laude, from Harvard Law School where he earned numerous Deans Scholar Prizes, and an
MBA with High Distinction from Harvard Business School, where he graduated as a George
F. Baker Scholar, was the winner of the John L. Loeb Prize, and graduated with the highest
academic standing in the Finance Department. Mel received his B.S. in Biomedical
Engineering with a Cellular and Biomolecular concentration from the University of Texas in
2007.
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Zohair will focus on health care investments at Third Point. From 20122016, Zohair was a
Senior Analyst at March Altus Capital Management, a health carefocused investment
management firm. Prior to March Altus, he was an Associate with Kohlberg, Kravis,
Roberts, & Co.s North American Private Equity group. Before joining KKR, he was an
Analyst with Lehman Brothers/Barclays Capital. Zohair earned a Bachelor of Business
Administration from the University of Texas at Austin in 2008.

Investor Quarterly Call
The Q2 Investor Call was held on July 26th. A replay is available until August 9th and can be
accessed by contacting Investor Relations.

Sincerely,

Third Point LLC

_____________________

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 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.

All P&L or performance results are based on the net asset value of feepaying 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.

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
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. Third Point may buy, sell, cover or otherwise change the nature, form or amount of its investments, including any
investments identified in this letter, without further notice and in Third Points sole discretion and for any reason. Third Point hereby disclaims any duty to
update any information in this letter.

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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.
_____________________

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