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8th annual new york value investing congress

October 1, 2012 new york, ny My Favorite Ideas
Whitney Tilson, t2 Partners

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An Economic Overview, Stocks vs. Bonds, and An Update on Three Stocks

Whitney Tilson Value Investing Congress October 1, 2012
T2 Accredited Fund, LP Tilson Offshore Fund, Ltd. T2 Qualified Fund, LP

T2 Partners Management L.P. Manages Hedge Funds and Mutual Funds and is a Registered Investment Advisor
The General Motors Building 767 Fifth Avenue, 18th Floor New York, NY 10153
(212) 386-7160 Info@T2PartnersLLC.com www.T2PartnersLLC.com

Disclaimer
THIS PRESENTATION IS FOR INFORMATIONAL AND EDUCATIONAL PURPOSES ONLY AND SHALL NOT BE CONSTRUED TO CONSTITUTE INVESTMENT ADVICE. NOTHING CONTAINED HEREIN SHALL CONSTITUTE A SOLICITATION, RECOMMENDATION OR ENDORSEMENT TO BUY OR SELL ANY SECURITY OR OTHER FINANCIAL INSTRUMENT.

INVESTMENT FUNDS MANAGED BY WHITNEY TILSON HAVE POSITIONS IN MANY OF THE COMPANIES DISCUSSED HEREIN. HE HAS NO OBLIGATION TO UPDATE THE INFORMATION CONTAINED HEREIN AND MAY MAKE INVESTMENT DECISIONS THAT ARE INCONSISTENT WITH THE VIEWS EXPRESSED IN THIS PRESENTATION.
WE MAKE NO REPRESENTATION OR WARRANTIES AS TO THE ACCURACY, COMPLETENESS OR TIMELINESS OF THE INFORMATION, TEXT, GRAPHICS OR OTHER ITEMS CONTAINED IN THIS PRESENTATION. WE EXPRESSLY DISCLAIM ALL LIABILITY FOR ERRORS OR OMISSIONS IN, OR THE MISUSE OR MISINTERPRETATION OF, ANY INFORMATION CONTAINED IN THIS PRESENTATION. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS AND FUTURE RETURNS ARE NOT GUARANTEED.
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U.S. Economic Overview

The U.S. Has Had 12 Consecutive Quarters of (Tepid) Economic Growth

6 Previous estimate Latest estimate 4

4.1%

2.0% 1.3%

0
Q1 '07 Q2 '07 Q3 '07 Q4 '07 Q1 '08 Q2 '08 Q3 '08 Q4 '08 Q1 '09 Q2 '09 Q3 '09 Q4 '09 Q1 '10 Q2 '10 Q3 '10 Q4 '10 Q1 '11 Q2 '11 Q3 '11 Q4 '11 Q1 '12 Q2 '12

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-4

-6

-8

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The Great Recession was more severe than previously thought. For Q4 08, the initial estimate was -3.8%; it was then revised to -6.8%; and currently to -8.9%

Source: Bureau of Economic Analysis, through 9/27/12 report.

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Consumer Confidence Has Rebounded in Recent Months, But Remains Weak

160

140

120

Consumer Confidence Index

100

80

60

40

20

0 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012

Source: Conference Board.

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Job Creation Has Been Weak, Though It Has Been Positive for 30 Consecutive Months

400
Change in Nonfarm Payroll Employment (000s)

200

-200

-400

-600

-800

Source: Bureau of Labor Statistics, nonfarm payrolls, seasonally adjusted.

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The Unemployment Rate Is Falling, Though It Remains High at 8.1%

And the situation remains grim for the long-term unemployed (those jobless for more than half a year), who account for 40% of the unemployed

11%

10%

9%

Unemployment Rate

8%

7%

6%

5%

4%

3%

Source: Bureau of Labor Statistics, nonfarm payrolls, seasonally adjusted.

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Job Losses Have Been More Severe Than Any Downturn Since the Great Depression And the Recovery Has Been Weak
3.5% of All Jobs Are Still Missing
1948 1953 1958 1960 1969 1974 1980 1981 1990 2001 2007

0.0%
1981 1990 2001

Job loss from peak

-1.0%

-2.0%
-3.0% -4.0% -5.0% -6.0% -7.0% 0 6 12 18 24 30 36 Months after pre-recession peak 42 48 54

The four most recent recessions have had the longest recoveries and they are taking longer and longer

2007present

Source: Bureau of Labor Statistics, nonfarm payrolls, seasonally adjusted.

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The U.S. Has Run Deficits Over Much of the Past 40 Years, With the Widest Deficits Since WW II in the Aftermath of The Great Recession

Source: OMB data, FactCheck.org, www.factcheck.org/2012/06/obamas-spending-inferno-or-not.

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Household Income Has Stagnated While National Debt Per Household Has Soared

Source: NY Times, The Dangerous Notion That Debt Doesnt Matter, Steven Rattner, 1/20/12.

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Relative to the Last Two Recoveries, Private Non-Residential Investment Has Been Strong, But This Has Been Offset By a Weak Housing Market and Shrinking Government Spending and Jobs

Percentage change since the start of each recovery

Source: New York Times, 2/10/12.

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Summary
I am cautiously optimistic that a tepid economic recovery will continue in the U.S., but with the S&P 500 up more than 16% YTD, the markets have already had a good year so I dont see much upside unless the economy really takes off, which I think is unlikely. And there are a number of factors that could derail the recovery:
1. 2. 3. 4. A turn for the worse in Europe The U.S. housing market turns down The slowdown in China becomes a hard landing A sovereign debt crisis in Japan

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Fund Flows and the Relative Attractiveness of High-Grade Debt vs. High-Grade Stocks

Which Would You Rather Own Over the Next 10 Years?

1) A 10-Year U.S. Treasury, currently yielding 1.65%
The U.S. was downgraded by S&P last year Total political dysfunction in Washington Huge looming liabilities The monetary printing presses are running at high speed to fund our deficits and stimulate our way out of the current economic downturn, leading to the likelihood of at least moderate inflation over time

Or: 2) The following four stocks, all of which are rated AAA (the only ones left with this rating), higher than the U.S. government:
Exxon Mobil: dividend yield 2.5%, P/E multiple (2012 est.): 12.0x ADP: 2.7% yield; P/E: 20.7x Microsoft: 3.0% yield; P/E: 10.4x Johnson & Johnson: 3.5% yield; P/E: 13.6x Average yield: 2.9%; average P/E: 14.2x (equal to earnings yield of 7.1%)
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Investors With a Long (10+) Year Time Horizon Are Nuts to Prefer U.S. Treasuries Over Dividend-Paying Blue-Chip Stocks Purchased at Moderate Multiples
It is virtually certain that a well-diversified portfolio of dividend-paying blue-chip stocks purchased at moderate multiples will far outperform 10-Year Treasuries over the next decade
Especially when inflation is taken into consideration Inflation impairs the value of bonds, but not companies with pricing power due to strong competitive moats Especially when the market has been close to flat for more than a decade Total returns over the next decade for stocks should be in the 5-7% range (likely higher for solid companies with rich dividends trading at moderate multiples), as this chart shows:

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Equity Funds Have Steadily Lose Capital Since the Market Peak in 2007
Net New Cash Flow to Equity Funds Related to Global Stock Price Performance

1) Net new cash flow to equity funds is plotted as a six-month moving average. 2) The total return on equities is measured as the year-over-year change in the MSCI All Country World Daily Total Return Index.

Source: Investment Company Institute 2012 Investment Company Fact Book.

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Even the Strong Market Returns in 2012 Havent Reversed the Withdrawals from U.S. Equity Funds

Source: Investment Company Institute in the WSJ, 8/2/12.

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Bond Funds Have Steadily Gained Capital

Net New Cash Flow to Bond Funds Related to Bond Returns

Source: Investment Company Institute 2012 Investment Company Fact Book.

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An Update on Netflix

Netflix Over the Past Three Years

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Experience Both Short and Long Netflix

We published an 18-page report, Why Were Short Netflix, in December 2010 (when the stock was at $181.65) Two months later, we published a 13-page report, Why We Covered Our Netflix Short (when the stock was at $222.29) In November 2011, we published a 9-page report, Why Were Long Netflix and Short Green Mountain Coffee Roasters (with the stocks at $87.75 and $43.71, respectively) All three reports are available on the web

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The Basics
Stock price: $54.44 Diluted shares outstanding: 58.9 million Market cap: $3.2 billion Net cash: $413 million Enterprise value: $2.8 billion Revenues (TTM): 3.5 billion
YOY growth: 30.1% Sequential growth: 2.2%

EV/revenues: 0.80 Free cash flow (TTM): $61 million

YOY growth: -69.2% Sequential growth: 420% (from $2.1 million in Q1 to $11.2 million in Q2)

Paid subscribers: 28.3 million (25.2 million domestic)

YOY growth: 17.1% Sequential growth: 4.3%

EV/paid subscriber: $99 Short interest: 28.7%

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Investment Thesis
Market leader (more than 10x the size of its nearest competitor) in a rapidly growing global business (estimated 30-40% annual growth in steaming video) Lots of talk about competition, but very little is currently detectable Difficult to value the company because it has chosen to forego current profitability to drive growth by investing in: a) more, better streaming content and b) international expansion Enormous optionality on the upside and very cheap on an EV/revenues (0.80) and EV/paid subscriber ($99/sub) basis
In April, Disney and News Corp. bought the 10% of Hulu owned by Providence Equity Partners for $200 million in cash, valuing the business at $2 billion and each of Hulus two million paid subscribers at $1,000

Downside protection due to Netflixs attractiveness as an acquisition candidate

Netflix would be a bite-size acquisition for any number of companies I can think of nearly a dozen companies that would want to own Netflixs 28+ million paid subscribers for $100/sub If someone put Netflix into play, the mother of all bidding wars would erupt
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Comparing Netflix to Another Well-Known Consumer-Oriented Technology Company a Decade Ago

Similar sales, number of customers, growth, and market cap But Netflix has much higher margins, profits, and free cash flow
Income Statement
Paid subs/customer accounts (millions) YOY growth Revenues YOY revenue growth Fulfillment costs Other cost of revenues: Gross profit Gross profit margin Operating expenses: Marketing Technology and development General and administrative Other Total operating expenses Operating income (loss) Operating margin Net income (loss) Net income (loss) per share (diluted): Diluted shares outstanding: Year-end share price Year-end market cap Netflix (2011) 24 33% $3,205 48% $250 $1,790 $1,165 36% $403 $259 $118 $9 $789 $376 12% $226 $4.16 54 $69.29 $3,767 Co. A (2001) 25 25% $3,122 13% $374 $2,324 $424 14% $138 $241 $90 $368 $837 -$412 -13% -$567 -$1.56 364 $12.25 $4,462 Comment Virtually the same number of customers Netflix growing slightly faster Virtually the same revenues Netflix growing revenues much faster Netflix quite a bit lower fulfillment cost

Netflix much higher gross profit margin Netflix much higher marketing spending

Netflix solidly profitable vs. significant losses

Netflix slightly lower market cap

Cash Flow Statement

Net cash provided by operating activities Cap ex (incl. DVD content library) Free cash flow $318 -$135 $183 -120 -50 -$170

Netflix has healthy free cash flow

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Comparing Netflix to Another Well-Known ConsumerOriented Technology Company a Decade Ago (2)
Netflix has a much stronger balance sheet
Balance Sheet
Assets Current assets: Cash & equivalents & ST invs Current content library, net Inventories Other current assets Total current assets Non-current content library, net Property and equipment, net Other non-current assets Total assets Liabilities and Stockholders' Equity Current liabilities: Content liabilities Accounts payable Accrued expenses Deferred revenue Current portion of LT debt & other Total current liabilities Non-current content liabilities LT debt (incl. due to related party) Other non-current liabilities Total liabilities Stockholders' equity: Common stock Additional paid-in capital Accum. other comp. inc. (loss) & other Retained earnings Total stockholders' equity Total liabilities and stockholders' equity Net cash Current ratio Netflix (2011) Co. A (2001) Comment $798 $920 $113 $1,831 $1,047 $136 $55 $3,069 $997 $144 $68 $1,208 $272 $158 $1,638 Netflix is less capital intensive Netflix much higher due to its content library Both companies have strong cash positions

$935 $87 $54 $149 $1,225 $740 $400 $62 $2,426 $0 $219 $1 $423 $643 $3,069 $398 1.49

$445 $305 $88 $84 $921 $2,156 $3,077 $4 $1,463 -$46 -$2,861 -$1,440 $1,637 -$1,243 1.31 Netflix has much lower debt levels

Netflix has been profitable over time

Netflix has a healthy net cash position

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Company A is Amazon and Its Stock Has Been a 20-Bagger Since the End of 2001

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Similarities Between Netflix and Amazon

Both use technology and the internet to deliver an old product in a new way Visionary, entrepreneurial CEOs A great, convenient service at a very low price
Netflix offers a compelling value proposition: it costs 26 cents/day and the average streaming viewer watches 1 hours/day = 21 cents/hour of entertainment (pay-per-view is ~10x more expensive)

Customers can leave at any time without penalty, so both companies must continuously improve to deliver a better customer experience Extremely large, global growth opportunities Willing to sacrifice short-term profits for long-term growth Perceived to have no moat but actually have substantial competitive advantages Both have large, deep-pocketed competitors that are bureaucratic and slow-moving Stocks (Netflix today and Amazon in 2001) are widely hated and shorted
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Why Netflix Is a Better Business Than Amazon

A lighter business model that can scale much more quickly and at lower cost
Netflix delivers its product electronically, so it has virtually no fulfillment costs, doesnt have to build warehouses, etc.

Higher margins, profits, and free cash flow Both companies have large international opportunities, but Id argue that Netflixs are greater
Netflix is just starting to expand overseas; last quarter, international was 7% of sales vs. 43% at Amazon

Both companies have scale advantages, but Id argue that Netflixs are greater
More paid subscribers allows Netflix to pay for more, higher-quality content, which in turn attracts more subscribers, etc.

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Netflix Summary
I dont think its likely that Netflix is going to be a 20-bagger (like Amazon) in the next decade But if theres a 10% chance of a 10-bagger, the expected value of this one scenario justifies the entire price today I like investments in which I think my downside is limited and there are numerous multi-bagger upside scenarios But there is a wide range of expected outcomes, including ones with a substantial, permanent loss of capital, so this should be sized conservatively (3-4% of my portfolio)

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An Update on Berkshire Hathaway

The Berkshire Hathaway Empire Today

Stakes in Public Companies Worth $1+ Billion
Company Coca-Cola Wells Fargo IBM American Express Procter & Gamble Wal-Mart Munich RE Kraft U.S. Bancorp ConocoPhillips Tesco DirecTV Moody's POSCO Davita Shares 400.0 411.0 66.6 151.6 59.6 46.7 20.1 58.8 66.0 28.9 291.6 28.4 28.4 3.9 9.3 Price Value ($B) $37.93 $34.53 $207.45 $56.86 $69.36 $73.80 $140.10 $41.35 $34.30 $57.18 $5.15 $52.44 $44.17 $30,496 $103.61 $15.2 $14.2 $13.8 $8.6 $4.1 $3.4 $2.8 $2.4 $2.3 $1.7 $1.5 $1.5 $1.3 $1.2 $1.0

Note: Shares as of 8/12 13-F; Stock prices as of 9/28/12.

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The Basics

Stock price (9/28/12): $132,700 $88.20 for B shares (equivalent to $132,300/A share) Shares outstanding: 1.65 million Market cap: $219 billion Total assets (Q2 12): $411 billion Total equity (Q2 12): $177 billion Book value per share (Q2 12): $107,377 P/B: 1.24x Float (Q2 12): $71.1 billion

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Quarterly Earnings of Key Business Units

Earnings before taxes* Insurance Group: GEICO General Re Berkshire Reinsurance Group Berkshire H. Primary Group Investment Income Total Insurance Oper. Inc. Non-Insurance Businesses: Burlington Northern Santa Fe Finance and Financial products Marmon McLane Company MidAmerican/Utilities/Energy Other Businesses Total Non-Insur. Oper. Inc. Total Operating Income

Q1 08 Q2 08 Q3 08 Q4 08 Q1 09 Q2 09 Q3 09 Q4 09 Q1 10 Q2 10 Q3 10 Q4 10 Q1 11 Q2 11 Q3 11 Q4 11 Q1 12 Q2 12 186 42 29 25 1,089 1,371 298 102 79 81 1,204 1,764 246 54 -166 -8 1,074 1,200 186 144 1,280 112 1,529 3,251 148 -16 177 4 1,354 1,667 111 276 -318 29 1,482 1,580 200 186 141 7 1,412 1,946 190 31 250 44 1,211 1,726 299 -39 52 33 1,283 1,628 329 222 117 48 1,494 2,210 289 201 -237 52 1,218 1,523 200 68 244 135 1,150 1,797 337 -326 -1,343 56 1,261 -15 159 132 -354 54 1,404 1,395 114 148 1,375 58 1,038 2,733 -34 190 -392 74 1,022 860 124 81 -191 71 1,052 1,137 155 138 613 51 1,393 2,350

YOY change

68%

476 241 28 73 516 744 1,602 2,973 254 261 68 329 956 1,868 3,632 163 247 68 526 798 1,802 3,002 113 197 67 1,592 516 2,485 5,736 112 162 143 303 206 926 2,593 115 170 66 402 201 954 2,534 119 194 64 441 350 1,168 3,114 307 160 71 382 271 1,191 2,917 111 190 80 395 583 1,835 3,463

974 155 219 109 338 860 2,655 4,865

1,127 148 212 89 416 844 2,836 4,359

1,034 275 192 91 390 805 2,787 4,584

965 156 222 82 451 675 2,551 2,536

1,070 177 273 105 320 976 2,921 4,316

1,236 147 257 124 489 964 3,217 5,950

1,470 294 240 59 399 1,060 3,522 4,382

1,115 163 269 102 483 1,069 3,201 4,338

1,280 189 307 73 324 1,330 3,503 5,853

20% 7% 12% -30% 1% 36% 20% 36%

* In 2010, Berkshire changed this table from Earnings before income taxes, noncontrolling interests and equity method earnings to Earnings before income taxes, but a breakdown of Q1-Q3 numbers in 2008-2010 isnt available, so we use the old numbers for Q1-Q3 of each year, but to get the Q4 numbers in 2008-2010, we subtract from the full-year numbers, which causes slight anomalies in Q4 08, Q4 09 and Q4 10.

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Estimating Berkshires Value: 2001 Q2 2012

Investments Per Share $47,460 $52,507 $62,273 $66,967 $74,129 $80,636 $90,343 $75,912 $91,091 $94,730 $98,366 3 $106,700 Pre-tax EPS Excluding All Income From Investments1 -$1,289 $1,479 $2,912 $3,003 $3,600 $5,300 $5,600 $5,727 $3,571 $7,200 $8,000 4 $8,600 Intrinsic Value Per Share2 3 $64,000 $70,255 $97,217 $103,003 $117,329 $144,236 $157,543 $121,728 $119,659 $152,330 $162,366 $175,500 Subsequent Year Stock Price Range $59,600-$78,500 $60,600-$84,700 $81,000-$95,700 $78,800-$92,000 $85,700-$114,200 $107,200-$151,650 $84,000-$147,000 $70,050-$108,100 $97,205-$128,730 $98,952-$131,463 ? ?

Year End 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 Q2 '12

1. Unlike Buffett, I include a conservative estimate of normalized earnings from Berkshires insurance businesses: half of the $2 billion of annual profit over the past nine years. 2. Historically I believe Buffett used a 12 multiple, but given compressed multiples at the end of 2008, I used an 8 rather than a 12 multiple and to be conservative have continued to use this multiple even as the markets have rebounded. 3. Estimate. 4. Q2 run-rate earnings are approximately $8,000/share plus we add $600/share of insurance earnings.

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Berkshire Is 24% Below Intrinsic Value of $175,500, Close to a Multi-Decade Low

Intrinsic value*
$180,000 170,000
$160,000

$140,000

$120,000

$100,000

$80,000

$60,000

$40,000

* Investments per share plus 12x pre-tax earnings per share (excluding all income from investments) through 2007, then an 8x multiple thereafter.

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Arent I Concerned About the Uncertainty of Berkshire After Buffett?

Answer: Not really, for two primary reasons: 1. Buffett isnt going anywhere anytime soon. I think its at least 80% likely that Buffett will be running Berkshire for five more years, and 50% likely hell be doing so for 10 more years
Buffett turned 82 on Aug. 30th, is in excellent health, and loves his job There are no signs that he is slowing down mentally in fact, he appears to be getting better with age A life expectancy calculator (http://calculator.livingto100.com) shows that Buffett is likely to live to age 93 (11 more years) and Id bet on the over The recent prostate cancer diagnosis does not change his life expectancy

2. The stock is very cheap based on my estimate of intrinsic value, which does not include any Buffett premium
I simply take investments/share and add the value of the operating businesses, based on a conservative multiple of their normalized earnings The value of the cash and bonds wont change, and Coke, American Express, Burlington Northern, GEICO, etc. will continue to generate robust earnings even after Buffett is no longer running Berkshire
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An Analogy with Apple & Steve Jobs

The most comparable example of a business that, like Berkshire, is closely associated with its legendary founder and CEO is Apple
As Steve Jobss health began to fail, he assumed fewer day-to-day responsibilities, passing them to top lieutenants Jobs resigned as CEO on Aug. 24, 2011 and died exactly six weeks later Apples stock on the first trading days after his retirement and death were announced declined less than 1%, as this chart shows:

First day of trading after Steve Jobs announces retirement

First day of trading after Steve Jobs dies

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Conclusion
Cheap stock: 76-cent dollar, giving no value to recent investments and immense optionality Extremely safe: huge cash and other assets provide intrinsic value downside protection, while the new share repurchase program provides downside protection on the stock Strong earnings should eventually act as a catalyst

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An Update on Howard Hughes Visits to Four Properties

The Howard Hughes Corp.: A Snapshot

Howard Hughes owns, manages and develops 34 commercial, residential and mixed-use real estate properties in 18 states HHC was spun out of General Growth Properties when it emerged from bankruptcy on November 9, 2010 through the distribution of HHC stock to holders of GGP stock

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A Classic Spinoff Situation

HHC spinoff characteristics Spun out of a reorg situation Underfollowed by the investment community (research coverage by only one firm) Few natural owners for a real estate company that pays no dividend Certain GGP investors are not able to own HHC HHCs assets are now the 100% focus of HHCs management, rather than overlooked assets within GGP Insiders are highly incentivized Many value-creating opportunities can be tapped
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The Basics

Stock price (9/28/12): $71.05 Basic shares outstanding: 37.9 million Market cap: $2.7 billion Enterprise value: $3.1 billion Options and warrants: 11.7 million Cash proceeds if all options and warrants are exercised: $573 million Adjusted market cap: $3.5 billion Adjusted enterprise Value: $3.35 billion Adjusted book value per share (6/30/12): $56.96 P/B: 1.25

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World Class Management and Board, With Interests Aligned With Shareholders
Management and board have a wealth of experience and a superb track record in managing, developing and investing in real estate Insiders own close to 50% of stock including warrants Bill Ackman of Pershing Square is Chairman Personal financial commitment: CEO David Weinreb purchased $15 million of warrants; President Grant Herlitz purchased $2 million of warrants In addition to the GGP distribution, the plan sponsors (Brookfield, Fairholme, Pershing Square, and Blackstone) purchased 5.25 million additional shares for $250 million Major HHC shareholders: Pershing Square (9.4%) and Brookfield (6.4%)

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HHCs Portfolio of Assets

Howard Hughes Corp. Master Planned Communities (MPCs)

Summerlin Bridgeland Maryland The Woodlands

Operating assets (retail and office)

Ward Centers South Street Seaport Landmark Mall Park West Rio West Mall Riverwalk Marketplace Cottonwood Square 110 N Wacker Columbia Office Properties Hexalon Summerlin Hospital Medical Center Arizona 2 Lease Golf Courses at Summerlin and TPC Las Vegas

Strategic Developments
Bridges at Mint Hill Circle T Ranch and Power Center Elk Grove Promenade Summerlin Center Shops Kendall Town Center Alameda Plaza Ala Moana Air Rights AllenTowne Cottonwood Mall West Windsor Fashion Show Air Rights Century Plaza Mall Village at Redlands Redlands Promenade Lakomoor (Volo) Land Maui Ranch Land Nouvelle at Natick Condo

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Site Visits

In July and August, I visited four sites with properties that account for two-thirds of HHCs book value:
1. 2. 3. 4. Summerlin (Las Vegas) The Woodlands (Houston) Ward Centers (Honolulu) South Street Seaport (NYC)

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Master Planned Communities Overview

Master Planned Communities

Strategy is to improve and sell the remaining land over time

Rem aining Saleable Acres Ow nership Total gross (%) acres 100.0 100.0 100.0 100.0 22,500 11,400 16,450 28,400 78,750 Resident population 100,000 4,750 104,700 101,000 310,450 Rem aining Saleable Sell-Out Carrying Residential Lots Date Value ($M) 38,684 18,900 28 3,669 61,281 2039 2036 2020 2022 897 393 67 246 1,602

Com m unity Summerlin Bridgeland Maryland The Woodlands* Total

Location Las Vegas, NV Houston, TX How ard County Houston, TX

Residential Com m ercial 5,880 3,797 2 1,164 10,843 891 1,226 200 961 3,278

Total 6,771 5,023 202 2,125 14,121

* In June 2011, Howard Hughes bought the 47.5% of Woodlands that it didnt own for $117.5 million, thereby valuing the entire MPC at $246 million.
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MPC: Summerlin
Located in Las Vegas, Summerlin is a 22,500-acre MPC, by far the largest development site in the city. Currently there are ~40,000 homes occupied by ~100,000 residents. As of 12/31/11, Summerlin had ~5,880 residential acres and 891 commercial acres remaining to be sold.
Master Planned Communities

The Strip Airport

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MPC: Summerlin
Master Planned Communities

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MPCs Valuation: Summerlin

Master Planned Communities

Summerlin carrying value (12/31/11) = $897M

Based on managements estimate of future cash flows over the next 28 years using a 20% discount rate

2007 management estimates = ~$1.6B* Howard Hughes Heirs settlement valuation = $460M
In September 2010, GGP agreed to pay the Hughes heirs $230M, accounting for 50% of the remaining unsold land

DCF approach = $900M to $1,500M Valuation sensitive to discount rate, margin, price, timing and volume assumptions

Summerlin value range = $897M to $1,500M

* Based on management estimate of the total value of MPCs of $3.3B as of 12/31/07 (GGP Q308 operating supplement)

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MPC: The Woodlands

Located north of Houston, The Woodlands is a well-developed 28,400-acre MPC. Currently there are more than 20,000 homes occupied by ~101,000 residents. As of Dec. 31, 2011, The Woodlands had 3,669 residential lots and 961 commercial acres remaining to be sold.
Master Planned Communities

Exxon is building a new 385-acre corporate campus just south of The Woodlands
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MPC: The Woodlands

Master Planned Communities

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Operating Asset Portfolio

Opportunity to redevelop or reposition these assets over time
Property Ward Centers Park West Landmark Mall 20/25 Waterw ay Ave. Riverw alk Marketplace Rio West Mall Waterw ay Garage Retail South Street Seaport Cottonw ood Square Total Location Honolulu, HI Peoria, AZ Alexandria, VA The Woodlands, TX New Orleans, LA Gallup, NM The Woodlands, TX New York, NY Salt Lake City, UT Existing GLA (sq ft) 1,004,781 249,168 440,325 49,972 193,874 333,077 21,260 301,086 77,079 2,670,622 Size (Acres) 2011 NOI ($M) 60 21.5 48 0.6 22 0.7 1 1.3 11 0.4 50 1.3 -0.0 11 5.7 21 0.4 224 31.9 Net book value ($M) 348.8 79.6 23.8 12.2 12.0 11.0 9.4 5.9 5.1 507.8

Operating assets

Description Entertainment retail complex and future mixed use development Entertainment retail complex and future mixed use development Retail complex and future major mixed use development Tw o retail properties in The Woodlands Tow n Center Shopping Center Shopping Center Attached to The Waterw ay Sq. Garage in Woodlands Tow n Ctr Retail space and future mixed use development Community Center
Econom ic Property Net book Ow nership Type Sq. ft./Keys % Leased value ($M) 100% Office 218,551 98.8% 59.0 100% Hotel 440 keys 47.8 100% Office 300,000 89.3% 29.5 100% Office 226,000 100.0% 23.6 84% Apartments 393 keys 95.0% 22.0 100% Country Club 36 holes 14.6 100% Office 97,705 100.0% 14.5 50% Apartments 472 keys 94.5% 11.7 100% Office 95,667 98.1% 11.6 1% Retail 5.4 7% Hospital 4.1 100% Office 24,024 100.0% 4.0 50% Title Company 3.6 100% Garage 2,988 spaces 3.3 20% Industrial 132,050 93.0% 2.5 100% Note n.a. Participation Golf 2.3 259.5

Like the MPCs, the operating assets are difficult to value but our analysis indicates that the carrying value significantly understates the true value of these assets

Assets 4 Waterw ay Sq. The Woodlands Resort & Conf. Ctr. Columbia Office Properties 110 N. Wacker (Chicago) Millennium Waterw ay Apartments The Club at Carlton Woods 9303 New Trails Forest View /Timbermill Apartments 1400 Woodloch Forest Head Acquisition (Hexalon) Summerlin Hospital Medical Center 2201 Lake Woodlands Dr. Stew art Title of Montgomery Co. The Woodlands Parking Garages Woodlands Sarofim #1 Ltd. Arizona 2 Office Lease Golf Courses at Summerlin & TPC LV Total

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Operating Asset: Ward Centers

60 acres located near Waikiki, Hawaii that consists of a shopping district and a 16-screen movie theater Currently has over 1 million square feet of leasable space and generated $21.5 million of NOI in 2011 In 2009, the Hawaii Community Development Authority approved a plan for a residential and commercial development encompassing up to 9.3 million sq. ft., including up to 7.6 million for residential

Operating assets

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Operating Asset: Ward Centers

Operating assets

The view from Ward Centers toward Waikiki

The view of the Ward Centers property

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Operating Asset: Ward Centers

Operating assets

A model of what Ward Centers might look like someday

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Comparables to Consider When Thinking About Wards Potential Value

In June 2007, land adjacent to Ward Centers sold for $18 million per acre (Ward Centers is 60 acres) The nearby Ala Moana Center is one of the most profitable malls in America with sales per square foot of greater than $1,100 Performing a DCF to estimate the present value of the property, we arrive at a range of $800-1,600M versus the current carrying value of $349M
Operating assets

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South Street Seaport

Three historic buildings and a pavilion shopping mall, located on the East River in lower Manhattan One of the top five most visited sites in New York City (and 26th in the world) An 11-acre site, portions of which are master leased by Howard Hughes from the City of New York on a long term basis. Howard Hughes manages 301,086 square feet of gross leaseable area, which generated $5.65 million of NOI in 2011 and is carried on HHC's books at $5.9 million A major redevelopment is underway that is expected to include hotels, restaurants, residential towers, and retail and entertainment space Performing a DCF to estimate present value of a potential future development, we arrive at $150-300M versus the current carrying value of $6M
Operating assets

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South Street Seaport: Snapshots

Operating assets

Pier 17

Abercrombie & Fitch

Brookstone Inside Pier 17
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Howard Hughes Has Reached a Deal With the NYC Economic Development Corporation to Redevelop Pier 17
Operating assets The new design is spectacular: A concert hall (part enclosed, part open air) on the roof with a bar/restaurant and areas to relax The largest available contiguous retail space in Lower Manhattan Glass walls that can be lowered to enclose the ground level during inclement weather Design creates significantly more leasable area than in the existing building Rents will be significantly higher than the current $68/sq. ft.

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The Views From the Roof Are Spectacular

Operating assets

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South Street Seaport Will Likely Benefit from Significant Development Occurring Nearby
The Freedom Tower and Ground Zero are a short walk away
A new Gehry-designed apartment building just opened nearby
Operating assets

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There Are Additional Buildings on the Site That Might be Renovated/Redeveloped Over Time
Operating assets

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Strategic Development Asset Portfolio

Strategic Developments
Gross carrying value Size (Acres) ($M) Description 106 238 658 54 279 75 162 5 100 63 4 10 22 40 0.8 10 1,827 35.8 25.4 22.9 20.7 19.6 18.0 17.5 12.6 6.8 5.5 4.5 3.0 2.8 2.3 0.3 0.2 0.1 198.0 Construction began for a retail and office complex in 2008 but w as halted; site plans are being evaluated Evaluating potential future plans for this land Air rights to develop a residential condominium tow er Zoning and feasibility study of the site being conducted Development commenced in 2008 for major mixed-use redevelopment; site plans being evaluated Vacant land; 50% joint ow nership w ith a local developer Site located 18 miles Southw est of dow ntow n Miami; site plans being evaluated Vacant land zoned for ~1M sq feet of mixed use development Single level shopping center; site pland being evaluated Planned for a 1.1M sq ft retail complex in 2007; site plans currently being evaluated Site plans being evaluated JV to build a Class A apartment building w ith ground floor retail space Site is entitled to a 125K sq ft retail development Primarily vacant retail space; site plans being evaluated Vacant land parcel; no immediate plans New 9-story office building in The Woodlands Tow n Center Luxury condo community w ith 215 residences, of w hich 159 units have been sold Land currently zoned for native vegetation 80% ow nership of the air rights above the Fashion Show Mall; no developments expected before 2017

Property The Shops at Summerlin Centre AllenTow ne Ala Moana Condo Project West Windsor Cottonw ood Mall Circle T Ranch and Pow er Ctr Kendall Tow n Center Bridges at Mint Hill Village at Redlands Elk Grove Promenade Century Plaza Columbia Parcel D Redlands Promenade Alameda Plaza Lakemoor (Volo) Land 3 Waterw ay Square Nouvelle at Natick Maui Ranch Land Fashion Show Air Rights Total

Location

Las Vegas, NV Allen, TX Honolulu, HI Princeton, NJ Holladay, UT Dallas/Ft. Worth, TX Kendall, FL Charlotte, NC Redlands, CA Elk Grove, CA Birmingham, AL Columbia, MD Redlands, CA Pocatello, ID Lakemoor, IL Houston, TX Natick, MA Maui, HI Las Vegas, NV

Similar to the operating assets, but difficult to value We believe that the carrying value clearly understates the value of these assets
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Valuing HHC
The real estate assets owned by HHC are notoriously difficult to value
2010 HHC Chairman Letter

Valuation issues Long-term horizon Uncertainty around housing/real estate market Difficult to use traditional valuation metrics Wide spectrum of possible future outcomes

The best approach is to use multiple valuation methodologies and come up with a range of probable values

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Putting It All Together

Valuation ($M) Assets Master Planned Communities Operating Assets Strategic Developments Total Cash* Debt NAV Per share Low 1,350 1,450 500 3,300 628 606 3,322 $67 High 2,300 2,650 1,200 6,150 628 606 6,172 $125

We arrive at a range of values of $67 to $125 per share Attractive risk/reward Multiple free options Downside protection Inflation hedge Non-recourse leverage Opportunity to increase returns by applying appropriate leverage
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* Cash and share count assume sponsor warrants exercised Note: Other liabilities and assets, including $323M tax indemnity receivable from GGP, are not included in NAV calculation

Catalysts

Development announcements Asset/land sales Hidden assets uncovered Housing market begins to recover, especially in Las Vegas More analyst coverage

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Risks

Housing market worsens for an extended period of time Unable to access financing to fund developments Time Execution

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Conclusion
Undervalued, high-quality real estate assets in premier locations Safe: Strong balance sheet and attractive assets provide downside protection Attractive risk/reward with multiple free options World class management team and board, with interests aligned with shareholders

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Appendix A: Additional Berkshire Hathaway Slides

Berkshire Hathaway: A High-Quality, Growing 76-Cent Dollar

History Berkshire Hathaway today does not resemble the company that Buffett bought into during the 1960s Berkshire was a leading New England-based textile company, with investment appeal as a classic Ben Graham-style net-net Buffett took control of Berkshire on May 10, 1965 At that time, Berkshire had a market value of about $18 million and shareholder's equity of about $22 million

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Earnings of Non-Insurance Businesses Have Soared Thanks to Burlington Northern and the Economic Rebound

Earnings before taxes*

2004 970 3 417 161 2,824 4,375

2005 1,221 -334 -1,069 235 3,480 3,533

2006 1,314 523 1,658 340 4,316 8,151

2007 1,113 555 1,427 279 4,758 8,132

2008 916 342 1,222 210 4,896 7,586

2009 649 477 250 84 5,459 6,919

2010 1,117 452 176 268 5,145 7,158

2011 576 144 -714 242 4,725 4,973

Insurance Group: GEICO General Re Berkshire Reinsurance Group Berkshire H. Primary Group Investment Income Total Insurance Oper. Inc. Non-Insurance Businesses: Burlington Northern Santa Fe Finance and Financial products Marmon McLane Company MidAmerican/Utilities/Energy Other Businesses Total Non-Insur. Oper. Inc. Total Operating Income

584 228 237 2,253 3,302 7,677

822 217 523 2,406 3,968 7,501

1,157 229 1,476 3,297 6,159 14,310

1,006 232 1,774 3,279 6,291 14,423

771 733 276 2,963 2,809 7,552 15,138

653 686 344 1,528 884 4,095 11,014

3,611 689 813 369 1,539 3,092 10,113 17,271

4,741 774 992 370 1,659 3,675 12,211 17,184

* In 2010, Berkshire changed this table from Earnings before income taxes, noncontrolling interests and equity method earnings to Earnings before income taxes. Thus, 2008-2011 reflect the new numbers, and all prior years reflect the old ones.

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Berkshire Is Becoming Less of an Investment Company and More of an Operating Business

Source: 2010 annual letter.

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After a Two-Year Hiatus, Berkshire Is Buying Stocks Again

20

Cash paid, mostly for Burlington Northern

(the total value of the company at acquisition was $34 billion)

Buying stocks again

15

$B
10 5

0
1997 (5) (10)
Acquisitions Net Stock Purchases

1998

1999

2000

2001

2002

2003

2004

2005

2006

2007

2008

2009

2010

2011

Q1 12

Buffett is doing a good job investing but the cash is coming in so fast! A high-class problem Markets have a way of presenting big opportunities on short notice Chaos in 2008, junk bonds in 2002 Buffett has reduced average maturity of bond portfolio so he can act quickly
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Buffett Invested Large Amounts of Capital During the Downturn in 2008

Investment/Commitment
Mars/Wrigley Auction rate securities Goldman Sachs

Amount (Bn)
$6.5 $6.5 $5.0

Comment
Q2 event; sold much in Q3 Plus $5B to exercise warrants

Constellation Energy stock and preferred

Marmon

$5.7
$4.5

Sold for a $1.1B gain incl. breakup fee

The remaining 34.6% not owned by BRK will be purchased from 2011-14

General stock purchases

Dow/Rohm & Haas General Electric Fed. Home Loan Disc. Notes

$3.3
$3.0 $3.0 $2.4

Full year; net of sales

Plus $3B to exercise warrants Q2 event; sold much in Q3

Tungaloy
Swiss Re unit ING reinsurance unit Other businesses purchased TOTAL

$1.0
$0.8 $0.4 $3.9 $46.0

Iscar acquisition
Plus sharing agreement

Plus $8B to exercise GS & GE warrants

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Note: Does not include capital committed to Berkshires new bond insurance business, Berkshire Assurance

Valuing Berkshire
Over the years we'veattempt[ed] to increase our marketable investments in wonderful businesses, while simultaneously trying to buy similar businesses in their entirety. 1995 Annual Letter In our last two annual reports, we furnished you a table that Charlie and I believe is central to estimating Berkshire's intrinsic value. In the updated version of that table, which follows, we trace our two key components of value. The first column lists our per-share ownership of investments (including cash and equivalents) and the second column shows our per-share earnings from Berkshire's operating businesses before taxes and purchase-accounting adjustments, but after all interest and corporate expenses. The second column excludes all dividends, interest and capital gains that we realized from the investments presented in the first column. 1997 Annual Letter

In effect, the columns show what Berkshire would look like were it split into two parts, with one entity holding our investments and the other operating all of our businesses and bearing all corporate costs. 1997 Annual Letter
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Buffetts Comments on Berkshires Valuation Lead to an Implied Multiplier of Approximately 12

Pre-tax EPS Excluding All Year-End Investments Income From Stock Intrinsic Implied Year Per Share Investments Price Value Multiplier 1996 $28,500 $421 $34,100 $34,100 13 1997 $38,043 $718 $46,000 $46,000 11 1998 $47,647 $474 $70,000 $54,000 13 1999 $47,339 -$458 $56,100 $60,000
1996 Annual Letter: Today's price/value relationship is both much different from what it was a year ago and, as Charlie and I see it, more appropriate. 1997 Annual Letter: Berkshire's intrinsic value grew at nearly the same pace as book value (book +34.1%) 1998 Annual Letter: Though Berkshire's intrinsic value grew very substantially in 1998, the gain fell well short of the 48.3% recorded for book value. (Assume a 1520% increase in intrinsic value.) 1999 Annual Letter: A repurchase of, say, 2% of a company's shares at a 25% discount from per-share intrinsic value...We will not repurchase shares unless we believe Berkshire stock is selling well below intrinsic value, conservatively calculated...Recently, when the A shares fell below $45,000, we considered making repurchases.
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12-Month Investment Return

Current intrinsic value: $175,500/share Plus 8% growth of intrinsic value of the business Plus cash build over next 12 months: $7,000/share Equals intrinsic value in one year of $196,500 48% above todays price

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Catalysts

Continued earnings growth of operating businesses New equity investments Additional cash build Meaningful share repurchases (if the stock fell to under 1.1x book) Eventually, Berkshire could win back a AAA rating (not likely in the near term) Potential for more meaningful acquisitions and investments
If theres a double-dip recession, this becomes more likely Buffett disclosed at the 2012 annual meeting that Berkshire came very close to consummating a $22 billion acquisition

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Berkshires New Share Repurchase Program

On September 26th, 2011, Berkshire announced the first formal share repurchase program in Berkshires history, and only the second time Buffett has ever offered to buy back stock Its unusual in three ways:
1. 2. 3. Theres no time limit Theres no dollar cap Buffett set a price: no higher than a 10% premium over the thencurrent book value of the shares. In the opinion of our Board and management, the underlying businesses of Berkshire are worth considerably more than this amount

Book value per share at the end of Q2 12 was $107,377 ($71.58/B share) Thus, a 10% premium means that Buffett is willing to buy back stock up to $118,114 ($78.74/B share), 11% below todays price

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The Share Repurchase Program Has Significantly Improved the Risk-Reward Equation, So We Bought More Stock

It confirms that Buffett shares our belief that Berkshire stock is deeply undervalued

He wouldnt be buying it back at a 10% premium to book value if he thought its intrinsic value was, say, 20% or even 30% above book Our estimate is $175,500/share, 32% above todays levels

Buffett put a floor on the stock: he was clear in numerous interviews after the program was announced that he is eager to buy back a lot of stock and he has plenty of dry powder to do so:
Berkshire has $36.8 billion of cash (excluding railroads, utilities, energy, finance and financial products), plus another $30.5 billion in bonds (nearly all of which are short-term, cash equivalents), which totals $67.3 billion On top of this, the company generated more than $12.3 billion in free cash flow in 2011 in other words, more than $1 billion/month is pouring into Omaha The press release notes that repurchases will not be made if they would reduce Berkshires consolidated cash equivalent holdings below $20 billion, so that leaves $47 billion to deploy (and growing by more than $1 billion/month), equal to 21% of the companys current market cap
Its unlikely, however, that Buffett would repurchase anything close to this amount, as some of the cash and bonds are held at various insurance subsidiaries, plus Buffett likely wants to keep plenty of dry powder to make acquisitions and investments like the recent $5 billion one into Bank of America

In summary, Buffett could easily buy back $10-20 billion of stock and still have plenty of dry powder for other investments
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Berkshire Stock Outperformed the S&P 500 by 83 Percentage Points in the Year After the Only Other Time Buffett Offered to Buy Back Stock
March 11, 2000 March 11, 2001 Up 72%

Berkshire Hathaway

S&P 500

Down 11%

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Risk: Who Will Replace Buffett?

When Buffett is no longer running Berkshire, his job will be split into two parts: one CEO, who has not been named, and a small number of CIOs (Chief Investment Officers)
A CEO successor (and two backups) have been identified, but not publicly named Two CIOs have been named already, Todd Combs and Ted Weschler, both of whom are excellent investors

Nevertheless, Buffett is irreplaceable and it will be a significant loss when he no longer runs Berkshire for a number of reasons:
There is no investor with Buffetts experience, wisdom and track record, so his successors decisions regarding the purchases of both stocks and entire business might not be as good Most of the 75+ managers of Berkshires operating subsidiaries are wealthy and dont need to work, but nevertheless work extremely hard and almost never leave thanks to Buffetts halo and superb managerial skills. Will this remain the case under his successors? Buffetts reputation is unrivaled so he is offered deals (such as the recent $5 billion investment in BofA) on terms that are not offered to any other investor and might not be offered to his successors Being offered investment opportunities on terms/prices not available to anyone else also applies to buying companies outright. Theres a high degree of prestige in selling ones business to Buffett (above and beyond the advantages of selling to Berkshire). For example, the owners of Iscar could surely have gotten a higher price had they taken the business public or sold it to an LBO firm Buffetts Rolodex is unrivaled, so he gets calls (and can make calls that get returned) that his successors might not

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Why Doesnt Buffett Identify His Successor Now?

We think it's wise that Buffett hasn't named his successor for two reasons: 1. It would place enormous pressure and expectations on this person, which is unnecessary and counterproductive; 2. It might be demotivating for the candidates who were not chosen; and 3. Who knows what will happen between now and the time that a successor takes over (which could be more than a decade)?
Maybe the current designee falls ill, leaves Berkshire, performs poorly, or makes a terrible mistake (as Sokol did)? Or what if another candidate (perhaps one of the two backup successors today) performs incredibly well, or Berkshire acquires a business with a fantastic CEO, and Buffett and the board decide that another candidate is better? In either case, Buffett and the board will be able to switch their choice without the second-guessing and media circus that would occur if the successor had been named
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The Real Buffett Risk

Buffett is often asked (as are we): What would happen to the company (and stock) if you got hit by a bus (i.e., die suddenly)?
If it happened tomorrow, our best guess is that the stock would fall 10-15% (which would give Berkshire the opportunity to buy back a lot of stock if it was trading below 110% of book value) But this isnt likely. Not to be morbid, but most people dont die suddenly from something like an accident or heart attack, but rather die slowly: their bodies (and sometimes minds) break down gradually A far greater risk to Berkshire shareholders is that Buffett begins to lose it mentally and starts making bad investment decisions, but doesnt recognize it (or refuses to acknowledge it because he loves his work so much) and the board wont take away the keys, perhaps rationalizing that a diminished Buffett is still better than anyone else Buffett is aware of this risk and has instructed Berkshires board members, both publicly and privately, that their most important job is to take away the keys if they see him losing it We trust that both Buffett and the board will act rationally, but also view it as our job to independently observe and evaluate Buffett to make sure were comfortable that hes still at the top of his game. Today, we think hes never been better.
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Other Risks
A double-dip recession impacts Berkshires earnings materially No catalyst occurs, so the stock sits there and doesnt go up
Intrinsic value will likely continue to grow nicely

Berkshires stock portfolio declines Losses in the shorter-duration derivatives such as credit-default swaps are larger than expected and/or mark-to-market losses mount among the equity index puts A major super-cat event occurs that costs Berkshire many billions Berkshire is downgraded

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Appendix B: Additional Howard Hughes Slides

MPC: Bridgeland
Located near Houston, Bridgeland is an 11,400-acre MPC consisting of planned and developed areas. Currently there are ~1,000 homes occupied by ~5,000 residents. As of Dec. 31, 2011, Bridgeland had 18,900 residential lots and 1,200 commercial acres remaining to be sold.
Master Planned Communities

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MPC: Bridgeland
Master Planned Communities

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Landmark Mall
Operating assets

Landmark Mall is a retail complex in Alexandria, Virginia, nine miles from Washington DC It is now zoned for a large scale, mixed-use development of up to 5.5 million sq. ft. Performing a DCF to arrive at a present value of the potential future development, we arrive at $200-400M versus the current carrying value of $24M

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Strategic Development Assets

The strategic development assets consist of near, medium and long-term real estate development projects. They mostly require significant future development to extract maximum value. Management is in the process of creating strategic plans for each of these assets
West Windsor, NJ Ala Moana Tower Condo Project, HI
Strategic Developments

Bridges at Mint Hill, NC

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Fashion Show Air Rights

48 acres, located on the most desirable part of the Las Vegas strip, in walking distance of the key attractions In 2007, North Vegas Strip land sold for $34M/acre Wynn, Trump International, The Palazzo, The Venetian all have easy access to Fashion Show We can say with confidence that this asset is worth much more than its carrying value of $0!
Strategic Developments

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