Third Point Offshore Fund, Ltd

THIRD POINT OFFSHORE FUND, LTD.

FINANCIAL STATEMENTS Year Ended December 31, 2013 With Report of Independent Auditors Contents

01 Report of Independent Auditors 02 Statement of Assets and Liabilities 03 Condensed Schedule of Investments 04 Statement of Operations 06 Statement of Changes in Net Assets 07 Statement of Cash Flows 08 Notes to Financial Statements Financial Statements of Third Point Offshore Master Fund L.P.

REPORT OF INDEPENDENT AUDITORS THIRD POINT OFFSHORE FUND, LTD. FINANCIAL STATEMENTS 2013 1

Ernst & Young Ltd. Tel: +1 345 949 8444 62 Forum Lane Fax: +1 345 949 8529 Camana Bay ey.com P.O. Box 510 Grand Cayman KY1-1106 CAYMAN ISLANDS

Report of Independent Auditors

The Board of Directors Third Point Offshore Fund, Ltd.

We have audited the accompanying financial statements of Third Point Offshore Fund, Ltd. (the “Fund”), which comprise the statement of assets and liabilities, including the condensed schedule of investments, as of December 31, 2013, and the related statements of operations, changes in net assets and cash flows for the year then ended, and the related notes to the financial statements.

Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in conformity with U.S. generally accepted accounting principles; this includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free of material misstatement, whether due to fraud or error.

Auditor’s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Fund’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Third Point Offshore Fund, Ltd. at December 31, 2013, and the results of its operations, the changes in its net assets and its cash flows for the year then ended, in conformity with U.S. generally accepted accounting principles.

March 17, 2014

A member firm of Ernst & Young Global Limited 2 THIRD POINT OFFSHORE FUND LTD. FINANCIAL STATEMENTS 2013 STATEMENT OF ASSETS AND LIABILITIES

Statement of Assets and Liabilities December 31, 2013

(Stated in United States Dollars) $ Assets Cash 800,597 Investment in Third Point Offshore Master Fund L.P., at fair value 6,276,427,172 Investment in affiliated portfolio fund, at fair value (cost $107,885,249) 169,325,343 Redemptions receivable from Third Point Offshore Master Fund L.P. 605,168,156 Total assets 7,051,721,268

Liabilities Shareholder redemptions payable 605,168,156 Shareholder subscriptions received in advance 800,000 Deferred compensation payable 268,957,686 Management fee payable 176,235 Accrued expenses 65,695 Total liabilities 875,167,772

Net assets 6,176,553,496

Net asset value per share (See Note 5)

See accompanying notes and attached financial statements of Third Point Offshore Master Fund L.P. CONDENSED SCHEDULE OF INVESTMENTS THIRD POINT OFFSHORE FUND, LTD. FINANCIAL STATEMENTS 2013 3

Condensed Schedule of Investments December 31, 2013

Fair Percentage of (Stated in United States Dollars) Value Net Assets Description $ %

Investment in Third Point Offshore Master Fund L.P. 6,276,427,172 101.62

Investment in Affiliated Portfolio Fund Latin America and the Caribbean: Limited Liability Company 169,325,343 2.74 Total Investment in Affiliated Portfolio Fund (cost $107,885,249) 169,325,343 2.74

See accompanying notes and attached financial statements of Third Point Offshore Master Fund L.P.

BOL/U54124_F02/Third Point Offshore/Clean/Page 4 of 31/Thursday February 28 2008

4 THIRD POINT OFFSHORE FUND, LTD. FINANCIAL STATEMENTS 2013 STATEMENT OF OPERATIONS

Statement of Operations Year ended December 31, 2013

(Stated in United States Dollars) $ Realized and unrealized gain/(loss) on investment transactions allocated from Third Point Offshore Master Fund L.P. Net realized gain from securities, commodities, derivative contracts and foreign currency translations 1,467,340,612 Net change in unrealized gain on securities and foreign currency translations 235,189,667 Net change in unrealized gain on derivative contracts and foreign currency translations 54,873,144 Net gain from currencies 78,531,339 Net realized and unrealized gain from investment transactions allocated from Third Point Offshore Master Fund L.P. 1,835,934,762

Fund realized and unrealized gain/(loss) on investments Net realized gain on affiliated portfolio fund 5,128,610 Net change in unrealized gain on affiliated portfolio fund 35,753,060 Net realized and unrealized gain from investments 40,881,670

Investment income allocated from Third Point Offshore Master Fund L.P. Interest 42,687,109 Dividends, net of withholding taxes of $4,838,229 22,749,861 Stock loan fees 160,034 Other 564,225 Total investment income allocated from Third Point Offshore Master Fund L.P. 66,161,229

Investment expenses allocated from Third Point Offshore Master Fund L.P. Incentive allocation 334,408,950 Interest 25,320,825 Dividends on securities sold, not yet purchased 3,759,747 Stock borrow fees 6,329,718 Administrative and professional fees 12,477,158 Other 10,622,280 Total investment expenses allocated from Third Point Offshore Master Fund L.P. 392,918,678 Net investment loss allocated from Third Point Offshore Master Fund L.P. (326,757,449) BOL/U54124_F02/Third Point Offshore/Clean/Page 5 of 31/Thursday February 28 2008

STATEMENT OF OPERATIONS THIRD POINT OFFSHORE FUND, LTD. FINANCIAL STATEMENTS 2013 5

(Stated in United States Dollars) $ Fund income Other income 78,489

Fund expenses Management fee 125,467,132 Appreciation of deferred compensation 66,039,360 Administrative and professional fees 65,864 Other 43,295 Total fund expenses 191,615,651 Net fund expense (191,537,162) Net investment loss (518,294,611) Net increase in net assets resulting from operations 1,358,521,821

See accompanying notes and attached financial statements of Third Point Offshore Master Fund L.P.

6 THIRD POINT OFFSHORE FUND, LTD. FINANCIAL STATEMENTS 2013 STATEMENT OF CHANGES IN NET ASSETS

Statement of Changes in Net Assets Year ended December 31, 2013

(Stated in United States Dollars) $ Increase (decrease) in net assets resulting from operations Allocated from investment in Third Point Offshore Master Fund L.P. Net realized gain from securities, commodities, derivative contracts and foreign currency translations 1,467,340,612 Net change in unrealized gain on securities and foreign currency translations 235,189,667 Net change in unrealized gain on derivative contracts and foreign currency translations 54,873,144 Net gain from currencies 78,531,339 Net investment loss (326,757,449) Net realized gain on affiliated portfolio fund 5,128,610 Net change in unrealized gain on affiliated portfolio fund 35,753,060 Net fund expense (191,537,162) Net increase in net assets resulting from operations 1,358,521,821

Increase (decrease) in net assets resulting from capital share transactions Class E Shares issued 961,152,470 Class F Shares issued 99,049,026 Class A Shares redeemed (6,002,310) Class B Shares redeemed (163,126) Class C Shares redeemed (7,800,904) Class D Shares redeemed (6,799,639) Class E Shares redeemed (735,129,387) Class F Shares redeemed (297,361,799) Class H Shares redeemed (11,712,306) Class J Shares redeemed (1,601,493) Redemption fee income 3,654 Net decrease in net assets resulting from capital share transactions (6,365,814)

Net increase in net assets 1,352,156,007 Net assets at beginning of year 4,824,397,489 Net assets at end of year 6,176,553,496

See accompanying notes and attached financial statements of Third Point Offshore Master Fund L.P.

STATEMENT OF CASH FLOWS THIRD POINT OFFSHORE FUND, LTD. FINANCIAL STATEMENTS 2013 7

Statement of Cash Flows Year ended December 31, 2013

(Stated in United States Dollars) $ Cash flows from operating activities Net increase in net assets resulting from operations 1,358,521,821 Adjustments to reconcile net increase in net assets resulting from operations to net cash used in operating activities: Purchases of affiliated portfolio fund (6,745,000) Proceeds from disposition of affiliated portfolio fund 15,500,000 Net realized gain on affiliated portfolio fund (5,128,610) Net change in unrealized gain on affiliated portfolio fund (35,753,060) Increase in investment in Third Point Offshore Master Fund L.P. (1,378,372,607) Changes in operating assets and liabilities: Increase in redemptions receivable from Third Point Offshore Master Fund L.P. (416,436,416) Increase in deferred compensation payable 58,539,360 Decrease in management fee payable (82,346) Decrease in accrued expenses (123,640) Net cash used in operating activities (410,080,498)

Cash flows from financing activities Proceeds from issuance of shares 779,389,551 Payments for redemption of shares (650,130,894) Net cash provided by financing activities 129,258,657

Net decrease in cash (280,821,841) Cash at beginning of year 281,622,438 Cash at end of year 800,597

See accompanying notes and attached financial statements of Third Point Offshore Master Fund L.P.

8 THIRD POINT OFFSHORE FUND, LTD. FINANCIAL STATEMENTS 2013 NOTES TO FINANCIAL STATEMENTS

Notes to the Financial Statements continued Year ended December 31, 2013

1. Organization Third Point Offshore Fund, Ltd. (the “Fund”) was incorporated under the laws of the Cayman Islands on October 21, 1996, commenced operations on December 1, 1996 and is registered under the Cayman Islands Mutual Funds Law. The Fund’s objective is to seek to generate consistent long-term capital appreciation.

The Fund invests substantially all of its net assets in Third Point Offshore Master Fund L.P., an exempted limited partnership formed under the laws of the Cayman Islands (the “Master Partnership”), which, in turn conducts substantially all investment and trading activities on behalf of the Fund. Third Point Advisors II L.L.C. (the “General Partner”), a limited liability company formed under the laws of the State of Delaware and an affiliate of Third Point L.L.C., serves as the general partner of the Master Partnership.

Third Point LLC (the “Investment Manager”) is the Investment Manager of the Fund and the Master Partnership. The Investment Manager is registered with the Securities and Exchange Commission as an Investment Adviser under the Investment Advisers Act of 1940. The Investment Manager is responsible for the operation and management of the Fund.

International Fund Services (Ireland) Limited serves as the administrator (the “Administrator”) and transfer agent to the Fund.

2. Significant Accounting Policies The Fund’s financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and are expressed in United States dollars. The following is a summary of the significant accounting and reporting policies:

The Fund is exempt from all forms of taxation in the Cayman Islands, including income, capital gains and withholding taxes. In jurisdictions other than the Cayman Islands, in some cases foreign taxes will be withheld at source on dividends and certain interest received by the Fund. Capital gains derived by the Fund in such jurisdictions generally will be exempt from foreign income or withholding taxes at the source.

The Investment Manager has reviewed the Fund’s tax positions in accordance with Accounting for Uncertainty in Income Taxes (“ASC 740-10”) and has concluded that no material provision for income tax is required in the Fund’s financial statements. Such open tax years remain subject to examination by tax authorities.

The Fund would recognize interest and penalties, if any, related to unrecognized tax positions as income tax expense in the statement of operations. During the year ended December 31, 2013, the Fund did not incur any interest or penalties.

The Fund records securities transactions and related income and expense on a trade-date basis. Realized gains and losses are determined using cost calculated on a specific identification basis. Dividends are recorded on the ex-dividend date. Income and expenses, including interest income and expenses, are recorded on the accrual basis.

The fair value of the Fund’s assets and liabilities, which qualify as financial instruments, approximates the carrying amounts presented in the statement of assets and liabilities.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts and disclosures in the financial statements and accompanying notes. Actual results could differ from these estimates.

See attached financial statements of Third Point Offshore Master Fund L.P.

NOTES TO FINANCIAL STATEMENTS THIRD POINT OFFSHORE FUND, LTD. FINANCIAL STATEMENTS 2013 9

2. Significant Accounting Policies (continued) The Fund’s investment in the Master Partnership is valued at fair value, which is represented by the Fund’s proportionate interest in the partners’ capital of the Master Partnership, which was $6,276,427,172 at December 31, 2013. The fair value represents the amount the Fund would expect to receive at December 31, 2013 if it were to liquidate its investment in the Master Partnership. The percent of the Master Partnership owned by the Fund at December 31, 2013 was approximately 97.42%. The Fund’s allocated share of each item of the Master Partnership’s income and expense is reflected in the accompanying statement of operations. The performance of the Fund is directly affected by the performance of the Master Partnership and is subject to the same risks to which the Master Partnership is subject. Attached are the audited financial statements of the Master Partnership.

Valuation of investments held by the Master Partnership is discussed in the notes to the Master Partnership’s audited financial statements. The Fund records monthly its proportionate share of the Master Partnership’s income, expenses, and realized and unrealized gains and losses. In addition, the Fund accrues its own income and expenses. The Fund records subscriptions and redemptions related to its investment in the Master Partnership on the transaction date.

The Fund’s investment in the affiliated portfolio fund is valued at fair value, which is an amount equal to its capital account in the investment fund generally determined from financial information provided by the investment manager of the investment fund. Investment in the affiliated portfolio fund was made in connection with the Investment Manager’s deferred incentive fee agreement (the “Deferred Fee Agreement”). Through the Deferred Fee Agreement, the Investment Manager may elect to make deemed investments not directly in the Master Partnership. The resulting net gains or losses of such investments are reflected in the statement of operations and allocated strictly to the deferred compensation payable account reflected in the statement of assets and liabilities.

Fair value is defined as the price that the Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. The disclosure requirements also establish a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. The three- tier hierarchy of inputs is summarized below:

• Level 1 – Quoted prices available in active markets/exchanges for identical investments as of the reporting date. The types of assets and liabilities that are classified at this level would include listed investment funds.

• Level 2 – Pricing inputs other than observable inputs including but not limited to prices quoted for similar assets or liabilities in active markets/exchanges or prices quoted for identical or similar assets or liabilities in markets that are not active, and fair value is determined through the use of models or other valuation methodologies. The types of assets and liability that are classified at this level would include non-exchange listed investment funds with immediate liquidity.

• Level 3 – Pricing inputs unobservable for the investment and include activities where there is little, if any, market activity for the investment. The inputs into determination of fair value require significant management judgment and estimation. The types of assets and liabilities that are classified at this level would include non-exchange traded illiquid investment funds.

See attached financial statements of Third Point Offshore Master Fund L.P.

10 THIRD POINT OFFSHORE FUND, LTD. FINANCIAL STATEMENTS 2013 NOTES TO FINANCIAL STATEMENTS

Notes to the Financial Statements continued Year ended December 31, 2013

2. Significant Accounting Policies (continued) Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk, for example, the risk inherent in a particular valuation technique used to measure fair value including such a pricing model and/or the risk inherent in the inputs to the valuation technique. Inputs may be observable or unobservable.

Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Investment Manager’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment.

The following is a summary of the inputs utilized in valuing the Fund’s assets carried at fair value as of December 31, 2013:

Fair Value Measurements at December 31, 2013 Quoted prices in Significant other Significant active markets observable inputs unobservable inputs (Level 1) (Level 2) (Level 3) Total $ $ $ $ Assets Investment in Affiliated Portfolio Fund – – 169,325,343 169,325,343 Total Assets – – 169,325,343 169,325,343

During the year ended December 31, 2013, the Fund made no reclassifications of assets or liabilities between Levels 1 and 2.

See attached financial statements of Third Point Offshore Master Fund L.P.

NOTES TO FINANCIAL STATEMENTS THIRD POINT OFFSHORE FUND, LTD. FINANCIAL STATEMENTS 2013 11

2. Significant Accounting Policies (continued) The following table is a reconciliation of assets the Fund held during the year ended December 31, 2013 at fair value using significant unobservable inputs (Level 3):

Fair Value Measurements using Significant Unobservable Inputs (Level 3) Balance at Realized and Balance at January 1, Transfers into unrealized gains December 31, 2013 Level 3 Purchases Sales (losses)* 2013 $ $ $ $ $ $ Assets Investment in Affiliated Portfolio Fund 137,198,673 – 6,745,000 (15,500,000) 40,881,670 169,325,343 Total Assets 137,198,673 – 6,745,000 (15,500,000) 40,881,670 169,325,343 Total change in unrealized gain of fair valued assets using significant unobservable inputs (Level 3) still held at December 31, 2013* 35,753,060 *Total change in realized and unrealized gain recorded on Level 3 financial instruments is included in net realized and unrealized gains on investments in the statement of operations.

Assets of the Fund fair valued using significantly unobservable inputs (Level 3) include investments fair valued by the Investment Manager, previously discussed in Note 2, but are not limited to such investments.

For assets and liabilities that were transferred into Level 3 during the period, gains/(losses) are presented as if the assets or liabilities had been transferred into Level 3 at the beginning of the year; similarly, for assets and liabilities that were transferred out of Level 3 during the year, gains/(losses) are presented as if the assets or liabilities had been transferred out at the beginning of the year. There were no transfers into or out of Level 3 during the year ended December 31, 2013. In addition, the investment in affiliated portfolio fund was valued with observable inputs as of December 31, 2013.

3. Administration Fee The Fund has entered into an administrative services agreement with the Administrator. In accordance with the terms of this agreement, the Administrator provides certain specified fund accounting and administration, trade support and transfer agent services. For the year ended December 31, 2013, the Administrator received a fee of $48,879. The administrative fee attributed to investments in the Master Partnership is allocated from the Master Partnership and is included in administrative and other fees in the statement of operations.

4. Related Party Transactions Pursuant to the investment management agreement, the Fund pays the Investment Manager a management fee equal to 2% per annum of the net asset value of the Class A, B, C, D, E, F and H shares, and 2.5% per annum of the net asset value of the J Class Shares as of the beginning of each month before the accrual of any incentive fee. The Investment Manager, in its sole discretion, may elect to reduce, waive or calculate differently the management fee with respect to partners, members, employees, affiliates or other related investors of the Investment Manager or the General Partner. For the year ended December 31, 2013, the management fee expense was $125,467,132, of which $176,235 was payable at December 31, 2013.

The Fund pays an incentive fee to the Investment Manager, allocated to the General Partner of the Master Partnership, equal to 20% of the annual increase in the aggregate net asset value of each series of Class A, B, C, D, E, F and H shares and 25% of the annual increase in the aggregate net asset value of each series for class J shares (each the “Full Incentive Fee”). The incentive fee is accrued monthly and allocated to the General Partner of the Master Partnership at the end of each fiscal year. The incentive fee is calculated in a manner which ensures that appropriate adjustments are made in order to accommodate the inflows and outflows of capital during the course of each fiscal year resulting from shareholder subscriptions and redemptions. If a particular series depreciates during any fiscal year and during subsequent years there is a profit attributable to such series, the series must recover an amount equal to 2.5 times the amount of depreciation in the prior years before the General Partner of the Master Partnership is entitled to the See attached financial statements of Third Point Offshore Master Fund L.P.

12 THIRD POINT OFFSHORE FUND, LTD. FINANCIAL STATEMENTS 2013 NOTES TO FINANCIAL STATEMENTS

Notes to the Financial Statements continued Year ended December 31, 2013

4. Related Party Transactions (continued) Full Incentive Fee allocation. Until this occurs, the series will be subject to a reduced incentive fee equal to half of the Full Incentive Fee.

Prior to January 1, 2009 and pursuant to the provisions of the Deferred Fee Agreement, the Investment Manager was able to elect to defer the receipt of all or a portion of the incentive fee, if any, earned with respect to a particular fiscal year, and was able to elect to have a portion or all of the deferred fee invested in either the same manner as the Fund’s assets, or in another manner approved by the Fund. The value of such deferred amounts constitutes a liability of the Fund to the Investment Manager. Any amounts invested under the provisions of the Deferred Fee Agreement continue for all purposes to be part of the general assets of the Fund, and the Investment Manager has no property interest in any of such assets. For the year ended December 31, 2013, the Investment Manager redeemed $7,500,000 attributable to deferred compensation earned in prior years. As of December 31, 2013, deferred compensation payable was $268,957,686 and is scheduled for distribution from the year 2014 through 2017. For the year ended December 31, 2013, the deferred compensation payable appreciated $66,039,360.

In relation to the Deferred Fee Agreement, the Fund invested in an affiliated portfolio fund during the year ended December 31, 2013. The resulting net gains or losses of such investments are reflected in the statement of operations and allocated strictly to the deferred compensation payable account reflected in the statement of assets and liabilities. The value of the affiliated portfolio fund at December 31, 2013 was $169,325,343.

5. Share Capital The Fund has an authorized share capital consisting of $2,000,000 divided into 200,000,000 participating shares of $0.01 each. The Fund issues a separate series of shares to those investors who purchase shares as of the first business day of each month. A different series of shares is issued in order to equitably reflect the differing incentive fees attributable to each series because of the differing issue dates throughout the fiscal year. Shares are offered in series at a purchase price of $100 per share. At December 31, 2013, there were eight outstanding classes (each, a “Class”) of shares: Class A, B, C, D, E, F, H and J, and within each class there is one or more separate series. Each share is equal to every other share of the same series with respect to earnings, assets, dividends and voting privileges. Class E and F are currently offered. Class B, D and F shares will in aggregate participate only up to 10% of profits and losses from “new issues”.

Class A and B shares have monthly redemption rights. Class C, D, E, F, H and J shares have quarterly redemption rights. Redemptions made during the initial subscription year are subject to a redemption fee equal to 5% of the redemption proceeds for Class D, E and H shares. The redemption fee is for the benefit of the Fund and proceeds are allocated on a pro-rata basis to the remaining shareholders. All redemption rights are subject to an overall limit, at the discretion of the Fund’s Board of Directors, of aggregate redemptions in any calendar quarter of 20% of the Fund’s NAV as of the first day of such calendar quarter.

The Board of Directors has the right to create additional classes, series and sub-series for an investor as it determines appropriate in its sole discretion. Each series of a Class will have equal rights and privileges with each other series of that Class.

If at the end of a fiscal year, a series of a class of shares is charged a Full Incentive Fee, the shares of such series may be redesignated and converted on the first business day following the end of the fiscal year into the first series of such class at the prevailing net asset value of such series. No redesignation or conversion shall occur with respect to a series of a class if at the end of a fiscal year such series has not been charged a Full Incentive Fee.

See attached financial statements of Third Point Offshore Master Fund L.P.

NOTES TO FINANCIAL STATEMENTS THIRD POINT OFFSHORE FUND, LTD. FINANCIAL STATEMENTS 2013 13

5. Share Capital (continued) The Fund may invest, directly or indirectly, in equity securities in initial public offerings deemed “new issues” under Rule 5130 of the Financial Industry Regulatory Authority (“FINRA”) Consolidated Rulebook. “New issues” are defined as any initial public offering of an equity, regardless of whether such security is trading at a premium in the secondary market. FINRA members generally may not sell “new issues” to an account, in which certain persons or entities designated as restricted persons have beneficial interest.

Shares Shares Shares Net Asset Value Outstanding at Transferred/ Shares Shares Outstanding at Per Share at January 1, 2013 redesignated Issued Redeemed December 31, 2013 December 31, 2013 $ Class B, Series 1 738 – – (54) 684 568.65 Class C, Series 1 36,239 38,796 – (14,262) 60,773 595.84 Class D, Series 1 505 141,981 – (12,403) 130,083 559.52 Class E, Series 1 126,849 8,563,206 – (1,587,824) 7,102,231 318.65 Class F, Series 1 14,711 4,315,390 – (894,952) 3,435,149 312.46 Class H, Series 1 150,000 667,418 – (59,947) 757,471 195.38 Class J, Series 1 12,000 – – (7,912) 4,088 222.01

Class E, Series 2 – – 828,400 (60,780) 767,620 119.06 Class F, Series 2 – – 2,000 (147) 1,853 118.93 Class H, Series 2 140,000 (140,000) – – – –

Class C, Series 3 1,014 (1,014) – – – – Class E, Series 3 100,849 (100,849) 15,297 (1,122) 14,175 119.06 Class F, Series 3 – (1,000) 16,000 (1,101) 13,899 117.51 Class H, Series 3 50,000 (50,000) – – – –

Class E, Series 4 – – 23,484 (1,723) 21,761 119.06 Class F, Series 4 2,928 (2,928) 520,021 (38,173) 481,848 114.19 Class H, Series 4 673,056 (673,056) – – – –

Class E, Series 5 6,968 (1,746) – (383) 4,839 312.80 Class F, Series 5 – – 29,044 (12,298) 16,746 318.38 Class H, Series 5 68,000 (68,000) – – – –

Class E, Series 6 450 (450) 118,500 (8,695) 109,805 117.62 Class F, Series 6 – – 2,350 (172) 2,178 137.51 Class E, Series 7 260,000 (260,000) 5,064,060 (427,450) 4,636,610 114.29 Class F, Series 7 – – 1,250 (92) 1,158 137.51

Class E, Series 8 60 (60) 25,000 (1,835) 23,165 114.29 Class F, Series 8 – – 9,168 (3,816) 5,352 312.46

Class E, Series 9 3,920,425 – 81,239 (220,296) 3,781,368 205.24 Class F, Series 9 – – 32,500 (2,386) 30,114 112.51

Class E, Series 10 411,025 – 25,740 (45,891) 390,874 159.79 Class F, Series 10 – – 12,662 – 12,662 112.51

See attached financial statements of Third Point Offshore Master Fund L.P.

14 THIRD POINT OFFSHORE FUND, LTD. FINANCIAL STATEMENTS 2013 NOTES TO FINANCIAL STATEMENTS

Notes to the Financial Statements continued Year ended December 31, 2013

5. Share Capital (continued)

Class E, Series 12 86 (86) 760,000 (55,776) 704,224 112.60 Class F, Series 12 – – 6,319 (464) 5,855 108.67

Class E, Series 13 4 (4) 2,171 (160) 2,011 108.75 Class F, Series 13 7,358 (7,358) 14,957 (1,098) 13,859 108.44

Class E, Series 14 – 50,000 – (3,668) 46,332 137.36 Class F, Series 14 10,000 (10,000) 6,307 (463) 5,844 108.44

Class E, Series 15 151,169 (141,169) – (734) 9,266 137.76 Class F, Series 15 17,500 (17,500) 3,469 (254) 3,215 108.44

Class E, Series 16 222,508 (222,508) 932 (68) 864 108.75 Class F, Series 16 1,134 29,763 – (2,267) 28,630 318.50

Class E, Series 17 149,085 (149,085) 3,778 (277) 3,501 108.75 Class F, Series 17 10,000 (10,000) 1,878 (138) 1,740 102.19

Class E, Series 18 4,000 (4,000) 93,503 (10,218) 83,285 108.75 Class F, Series 18 5,608 (5,608) 5,791 (425) 5,366 102.19

Class E, Series 19 21,910 (19,410) – (183) 2,317 137.75 Class F, Series 19 – – 3,355 (247) 3,108 102.19

Class E, Series 20 58,513 (58,513) 3,162 (232) 2,930 110.68 Class F, Series 20 17,350 (17,350) 8,136 (598) 7,538 102.19

Class E, Series 21 331,843 (331,843) 50,000 (3,670) 46,330 110.68

Class E, Series 22 43,651 (43,651) 7,166 (526) 6,640 110.68 Class E, Series 23 – – 3,850 (283) 3,567 110.68

Class F, Series 23 10,000 (10,000) – – – –

Class E, Series 24 – – 4,530 (333) 4,197 107.68 Class F, Series 24 28,888 (28,888) – – – –

Class E, Series 25 224,722 (224,722) 8,011 (588) 7,423 105.82 Class F, Series 25 49,500 (49,500) – – – –

Class E, Series 26 257,217 (253,541) – (270) 3,406 312.62 Class F, Series 26 58,713 (58,713) – – – –

See attached financial statements of Third Point Offshore Master Fund L.P.

NOTES TO FINANCIAL STATEMENTS THIRD POINT OFFSHORE FUND, LTD. FINANCIAL STATEMENTS 2013 15

5. Share Capital (continued)

Class E, Series 28 86,508 221,892 – (308,400) – – Class F, Series 28 6,000 (6,000) – – – –

Class E, Series 29 173,365 (173,365) – – – – Class F, Series 29 15,500 (15,500) – – – –

Class F, Series 30 38,807 (38,807) – – – – Class E, Series 4-30 10,619 (10,619) – – – –

Class E, Series 31 276,915 (276,915) 16,948 (1,244) 15,704 102.19 Class F, Series 31 311,919 (311,919) – – – – Class F, Series 3-31 15,000 (15,000) – – – –

Class E, Series 32 534,342 (534,342) – – – – Class F, Series 32 451,457 (451,457) – – – – Class F, Series 3-32 68,850 (68,850) – – – –

Class E, Series 33 279,093 (279,093) – – – – Class F, Series 33 200,877 (200,877) – – – – Class E, Series 3-33 30,000 (30,000) – – – – Class F, Series 3-33 56,000 (56,000) – – – – Class E, Series 4-33 28,000 (28,000) – – – –

Class E, Series 34 190,752 (190,752) – – – – Class F, Series 34 495,161 (495,161) – – – – Class F, Series 3-34 11,000 (11,000) – – – –

Class E, Series 35 324,844 (324,844) – – – – Class F, Series 35 530,561 (530,561) – – – – Class F, Series 3-35 73,500 (73,500) – – – – Class E, Series 36 410,671 (410,671) – – – – Class F, Series 36 445,423 (445,423) – – – – Class F, Series 3-36 400,900 (400,900) – – – – Class E, Series 4-36 26,675 (26,675) – – – –

Class E, Series 37 1,034,251 (1,034,251) – – – – Class F, Series 37 463,245 (463,245) – – – – Class E, Series 3-37 1,000 (1,000) – – – – Class F, Series 3-37 483,400 (483,400) – – – – Class E, Series 4-37 24,690 (24,690) – – – –

Class E, Series 38 3,397,560 (3,397,560) – – – – Class F, Series 38 530,203 – – (103,170) 427,033 137.20 Class F, Series 3-38 121,850 (121,850) – – – –

See attached financial statements of Third Point Offshore Master Fund L.P.

16 THIRD POINT OFFSHORE FUND, LTD. FINANCIAL STATEMENTS 2013 NOTES TO FINANCIAL STATEMENTS

Notes to the Financial Statements continued Year ended December 31, 2013

5. Share Capital (continued)

Class E, Series 39 1,736,528 (953) – (253,831) 1,481,744 137.62 Class F, Series 39 482,130 – – (68,876) 413,254 137.62 Class F, Series 3-39 131,250 (50,000) – (13,607) 67,643 137.26 Class E, Series 4-39 7,250 – – (3,312) 3,938 137.62 Class E, Series 5-39 2,500 – – (183) 2,317 137.61

Class E, Series 40 103,500 – – (10,372) 93,128 138.02 Class F, Series 40 981,058 (981,058) – – – – Class F, Series 3-40 113,000 (12,500) – (21,274) 79,226 137.65

Class E, Series 41 1,557,154 (1,557,154) – – – – Class F, Series 41 438,504 (438,504) – – – – Class E, Series 3-41 60,000 (60,000) – – – – Class F, Series 3-41 659,685 (659,685) – – – – Class E, Series 4-41 73,800 (73,800) – – – –

Class E, Series 42 442,500 (442,500) – – – – Class F, Series 42 35,500 (35,500) – – – – Class F, Series 3-42 217,450 (217,450) – – – –

Class E, Series 43 542,500 (542,500) – – – – Class F, Series 43 3,000 (3,000) – – – – Class F, Series 4-43 5,000 (5,000) – – – –

Class E, Series 44 105,250 (105,250) – – – – Class F, Series 44 444,896 (444,896) – – – –

Class E, Series 45 2,035,500 (2,035,500) – – – – Class F, Series 45 42,000 (42,000) – – – – Class E, Series 46 37,500 (37,500) – – – – Class F, Series 46 343,008 (343,008) – – – –

Class E, Series 47 491,276 (491,276) – – – – Class F, Series 47-1 1,000 (1,000) – – – – Class F, Series 47-2 27,500 (27,500) – – – –

Class E, Series 48 216,500 (216,500) – – – – Class F, Series 48 4,000 (4,000) – – – – Class E, Series 48-1 10,000 (10,000) – – – – Class E, Series 48-2 1,500 (1,500) – – – –

Class E, Series 49-1 21,000 (21,000) – – – – Class E, Series 49-2 35,000 (35,000) – – – –

See attached financial statements of Third Point Offshore Master Fund L.P.

NOTES TO FINANCIAL STATEMENTS THIRD POINT OFFSHORE FUND, LTD. FINANCIAL STATEMENTS 2013 17

5. Share Capital (continued)

Class E, Series 50 110,000 (110,000) – – – – Class F, Series 50 79,250 (79,250) – – – – Class E, Series 50-1 6,017 (6,017) – – – –

Class E, Series 51 6 (6) – – – – Class F, Series 51 79,250 (79,250) – – – –

Class E, Series 52 105,000 (105,000) – – – – Class F, Series 52 91,000 (91,000) – – – –

Class E, Series 53 8,000 (8,000) – – – – Class F, Series 53 77,680 (77,680) – – – – Class E, Series 53-1 900 – – (900) – –

Class E, Series 54 120,000 (120,000) – – – – Class F, Series 54 23,000 (23,000) – – – – Class E, Series 54-1 11,000 (11,000) – – – – Class F, Series 54-1 20,000 (20,000) – – – –

Class E, Series 55 4,787 (4,787) – – – – Class F, Series 55 129,900 (129,900) – – – – Class E, Series 55-1 5,000 (5,000) – – – –

Class E, Series 56 264,910 (264,910) – – – – Class F, Series 56 3,950 (3,950) – – – – Class E, Series 56-1 5,050 (5,050) – – – – Class E, Series 56-2 13,333 (13,333) – – – –

Class E, Series 57 454,090 (454,090) – – – – Class F, Series 57 74,150 (74,150) – – – –

Class E, Series 58 283,520 (283,520) – – – – Class F, Series 58 64,150 (64,150) – – – – Class F, Series 58-1 3,500 (3,500) – – – – Class F, Series 58-2 4,250 (4,250) – – – – Class F, Series 58-3 3,050 (3,050) – – – – Class F, Series 58-4 8,000 (8,000) – – – – Class F, Series 58-5 90,000 (90,000) – – – –

Class E, Series 59 72,000 (72,000) – – – – Class F, Series 59 89,000 (89,000) – – – –

See attached financial statements of Third Point Offshore Master Fund L.P.

18 THIRD POINT OFFSHORE FUND, LTD. FINANCIAL STATEMENTS 2013 NOTES TO FINANCIAL STATEMENTS

Notes to the Financial Statements continued Year ended December 31, 2013

5. Share Capital (continued)

Class F, Series 60-1 39,550 – – (12,493) 27,057 140.92

Class E, Series 60-2 15,800 – – (1,159) 14,641 144.80 Class F, Series 60-2 9,050 – – (664) 8,386 148.72

Class E, Series 60-3 4,200 – – (308) 3,892 137.62 Class F, Series 60-3 1,200 – – (88) 1,112 147.82

Class E, Series 60-4 1,000 – – (73) 927 141.77 Class F, Series 60-4 8,000 – – (587) 7,413 143.57

Class E, Series 60-5 367 – – (27) 340 166.42 Class F, Series 60-5 3,250 – – (238) 3,012 148.07

Class E, Series 60-6 – – 6,400 (469) 5,931 124.74 Class F, Series 60-6 1,450 – – (106) 1,344 140.36

Class F, Series 60-7 3,000 – – (220) 2,780 141.53

Class E, Series 60-8 – 4,467 – (328) 4,139 318.65 Class F, Series 60-8 7,450 – – (1,566) 5,884 139.30

Class E, Series 60-9 – 954 – (70) 884 137.62 Class F, Series 60-9 4,100 – – (301) 3,799 135.03

Class E, Series 60-10 – 2,202 – (161) 2,041 318.65 Class F, Series 60-10 2,000 – – (1,073) 927 132.06 Class E, Series 60-11 – 517 – (38) 479 318.65 Class F, Series 60-11 2,300 – – (169) 2,131 128.60

Class F, Series 60-12 – – 3,100 (228) 2,872 114.19

Class E, Series 61-1 121,500 – – (9,839) 111,661 141.58 Class F, Series 3-61-1 1,400 – – (103) 1,297 141.21

Class E, Series 61-2 2,100 – – (154) 1,946 141.29 Class F, Series 3-61-2 1,000 – – (73) 927 140.92

Class E, Series 61-3 1,850 – – (136) 1,714 144.72

Class E, Series 61-4 57,000 – – (4,181) 52,819 137.62

See attached financial statements of Third Point Offshore Master Fund L.P.

NOTES TO FINANCIAL STATEMENTS THIRD POINT OFFSHORE FUND, LTD. FINANCIAL STATEMENTS 2013 19

5. Share Capital (continued)

Class E, Series 61-5 2,000 – – (147) 1,853 149.13

Class E, Series 61-6 – – 20,000 (1,467) 18,533 124.74

Class E, Series 61-7 – – 1,135 (83) 1,052 124.74

Class E, Series 61-8 – – 117,550 (8,626) 108,924 114.29

Class E, Series 61-9 – – 156,000 (11,449) 144,551 112.60

Class E, Series 61-10 – 3,444 – (253) 3,191 318.65

Class E, Series 62 11,335 (11,335) – – – – Class F, Series 62 2,000 (2,000) – – – –

Class E, Series 63 – – 2,380,720 (182,169) 2,198,551 124.74 Class F, Series 63 – – 429,000 (33,333) 395,667 124.59 Class E, Series 63-1 – 6,000 – (440) 5,560 139.06

Class E, Series 64 – – 201,369 (14,771) 186,598 124.74

Class D, Series 3-1 5,198 (5,198) – – – – Class E, Series 3-1 638 (638) – – – – Class F, Series 3-1 3,221 (3,221) – – – –

Class A, Series 1-2 133,553 2,672 – (10,215) 126,010 587.64 Class A, Series 3-1-2 519 – – (38) 481 585.26 Class C, Series 1-2 698 (698) – – – – Class D, Series 1-2 298 (298) – – – – Class E, Series 1-2 218,188 (218,188) – – – – Class D, Series 3-2 61,581 (61,581) – – – – Class F, Series 3-2 1,000 (1,000) – – – –

Class A, Series 1-3 2,674 (2,674) – – – – Class D, Series 1-3 14,914 (14,914) – – – – Class E, Series 1-1-3 403 (403) – – – – Class F, Series 1-3 1,357 (1,357) – – – – Class C, Series 4-1-3 2,054 (2,054) – – – –

Class B, Series 1-4 3,114 – – (229) 2,885 579.11 Class D, Series 1-4 22,377 (22,377) – – – – Class E, Series 1-4 20,768 (20,768) – – – – Class F, Series 1-4 1,663 (1,663) – – – –

See attached financial statements of Third Point Offshore Master Fund L.P.

20 THIRD POINT OFFSHORE FUND, LTD. FINANCIAL STATEMENTS 2013 NOTES TO FINANCIAL STATEMENTS

Notes to the Financial Statements continued Year ended December 31, 2013

5. Share Capital (continued)

Class D, Series 1-6 5,590 (5,590) – – – –

Class F, Series 1-1-7 10,054 (10,054) – – – – Class F, Series 3-1-7 124,532 (124,532) – – – – Class E, Series 4-1-7 862 (862) – – – –

Class C, Series 1-8 1,319 – – (96) 1,223 600.44 Class E, Series 1-8 12,103 (12,103) – – – –

Class C, Series 1-9 16 – – (1) 15 610.11

Class F, Series 1-10 2 (2) – – – –

Class C, Series 1-11 4,255 (4,255) – – – – Class D, Series 1-11 100 – – (17) 83 586.66 Class E, Series 1-11 78,830 (78,830) – – – –

Class C, Series 1-12 999 – – (73) 926 600.83 Class D, Series 1-12 11,786 (11,786) – – – – Class E, Series 4-1-1-12 7,591 (7,591) – – – –

Class E, Series 1-13 22,709 (22,709) – – – –

Class C, Series 1-16 5,988 (5,988) – – – –

Class C, Series 1-17 3,508 (3,508) – – – – Class C, Series 4-1-18 8,751 (8,751) – – – – Class D, Series 1-18 12,702 (12,702) – – – – Class F, Series 1-18 10,484 (10,484) – – – –

Class C, Series 1-20 6,332 (6,332) – – – –

Class C, Series 1-21 5,900 (5,900) – – – – Class E, Series 1-21 89,735 (89,735) – – – –

Class C, Series 1-22 1,124 (1,124) – – – –

Class E, Series 1-23 10,411 (10,411) – – – – Class F, Series 3-1-23 290,907 (290,907) – – – –

See attached financial statements of Third Point Offshore Master Fund L.P.

NOTES TO FINANCIAL STATEMENTS THIRD POINT OFFSHORE FUND, LTD. FINANCIAL STATEMENTS 2013 21

5. Share Capital (continued)

Class E, Series 1-26 11,112 – – (3,971) 7,141 325.73 Class F, Series 3-26 217,620 (217,620) – – – – Class E, Series 4-26 1,500 (1,500) – – – –

Class E, Series 1-27 17,604 (17,604) – – – – Class E, Series 3-27 10,000 (10,000) – – – –

Class D, Series 1-28 3,703 (3,703) – – – –

Class E, Series 1-29 238,221 (238,221) – – – – Class E, Series 3-29 4,000 (4,000) – – – –

Class E, Series 1-31 78,273 (78,273) – – – –

Class E, Series 1-34 176,878 (176,878) – – – –

Class F, Series 3-1-35 6,970 (6,970) – – – –

Class E, Series 1-37 755 (755) – – – –

Class E, Series 1-39 2,467 (2,467) – – – –

See attached financial statements of Third Point Offshore Master Fund L.P.

22 THIRD POINT OFFSHORE FUND, LTD. FINANCIAL STATEMENTS 2013 NOTES TO FINANCIAL STATEMENTS

Notes to the Financial Statements continued Year ended December 31, 2013

6. Indemnifications In the normal course of business, the Fund enters into contracts that contain a variety of indemnifications and warranties. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, the Fund has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote. Thus, no amounts have been accrued related to such indemnifications. The Fund also indemnifies the Investment Manager and employees from and against any loss or expense, including, without limitation any judgment, settlement, legal fees and other costs. Any expenses related to this indemnification are reflected in administrative and professional fees in the statement of operations.

7. Financial Highlights The following table represents the per share operating performance, ratios to average net assets and total return information for the year ended December 31, 2013.

Class A, Class B, Class C, Class D, Class E, Class F, Class H, Class J, Series 1-2 Series 1 Series 1 Series 1 Series 1 Series 1 Series 1 Series 1 Per share operating performance Net asset value at beginning of year $471.10 $456.43 $477.67 $449.10 $255.46 $250.79 $157.90 $180.90 Income from investment operations: Net realized and unrealized gain from investments 155.92 150.19 158.10 147.78 84.55 82.53 50.27 59.74 Net investment loss (39.38) (37.97) (39.93) (37.36) (21.36) (20.86) (12.79) (18.63) Total from investment operations 116.54 112.22 118.17 110.42 63.19 61.67 37.48 41.11 Net asset value at the end of the year $587.64 $568.65 $595.84 $559.52 $318.65 $312.46 $195.38 $222.01

Total return before incentive fee 30.92% 30.74% 30.92% 30.74% 30.92% 30.74% 29.66% 30.28% Incentive fee (6.18) (6.15) (6.18) (6.15) (6.18) (6.15) (5.93) (7.55) Total return after performance fee 24.74% 24.59% 24.74% 24.59% 24.74% 24.59% 23.73% 22.73%

Ratios to average net assets Total expenses before incentive fee and appreciation of deferred compensation 2.98% 2.98% 2.98% 2.98% 2.98% 2.98% 2.98% 3.39% Incentive fee 5.46 5.44 5.47 5.44 5.47 5.44 5.27 6.65 Total expenses before appreciation of deferred compensation 8.44% 8.42% 8.45% 8.42% 8.45% 8.42% 8.25% 10.04% Appreciation of deferred compensation 1.07 1.06 1.07 1.06 1.07 1.06 1.06 1.04 Total expenses 9.51% 9.48% 9.52% 9.48% 9.52% 9.48% 9.31% 11.08%

Net investment loss (8.45%) (8.43%) (8.46%) (8.43%) (8.47%) (8.43%) (8.26%) (10.09%)

The total return and ratios to average net assets of other series in the same share class may vary based on participation in “new issues” and the timing of capital subscriptions and redemptions. The per share information, total return and ratios to average net assets information include the proportionate share of the Master Partnership’s income and expenses.

8. Subsequent Events Subsequent to December 31, 2013, the Fund received $28.2 million in capital subscriptions, of which $800,000 was received in advance, and recorded redemptions of approximately $110.4 million for the quarter ended March 31, 2014. Subsequent events were evaluated by the Fund’s management until March 17, 2014, which is the date the financial statements were issued.

See attached financial statements of Third Point Offshore Master Fund L.P.

NOTES TO FINANCIAL STATEMENTS THIRD POINT OFFSHORE FUND, LTD. FINANCIAL STATEMENTS 2013 23

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See attached financial statements of Third Point Offshore Master Fund L.P.

24 THIRD POINT OFFSHORE FUND, LTD. FINANCIAL STATEMENTS 2013 NOTES TO FINANCIAL STATEMENTS

Notes to the Financial Statements continued Year ended December 31, 2013

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See attached financial statements of Third Point Offshore Master Fund L.P.

SIV/U54124_F03/Third Point Offshore/Clean/Page iv of 33 Monday February 17 2014

THIRDTHIRD POINTPOINT OFFSHORE INVEOFFSHORESTORS MA LIMITESTERD FUND L.P.

FINANCIAL STATEMENTS Year ended December 31, 2013 With Report of Independent Auditors Contents 01 Report of Independent Auditors 02 Statement of Financial Condition 03 Condensed Schedule of Investments 13 Statement of Income 14 Statement of Changes in Partners’ Capital 15 Statement of Cash Flows 16 Notes to Financial Statements THIRD POINT OFFSHORE MASTER FUND L.P. REPORT OF INDEPENDENT AUDITORS FINANCIAL STATEMENTS 2013 1

Ernst & Young LLP Tel: +1 212 773 3000 5 Times Square Fax: +1 212 773 6350 New York, NY 10036-6530 ey.com

Report of Independent Auditors

To the General Partner of Third Point Offshore Master Fund L.P.

We have audited the accompanying financial statements of Third Point Offshore Master Fund L.P. (the “Partnership”), which comprise the statement of financial condition, including the condensed schedule of investments, as of December 31, 2013, and the related statements of income, changes in partners’ capital and cash flows for the year then ended, and the related notes to the financial statements.

Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in conformity with U.S. generally accepted accounting principles; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free of material misstatement, whether due to fraud or error.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Partnership’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Third Point Offshore Master Fund L.P. at December 31, 2013, and the results of its operations, the changes in its partners’ capital and its cash flows for the year then ended, in conformity with U.S. generally accepted accounting principles.

March 17, 2014

A member firm of Ernst & Young Global Limited THIRD POINT OFFSHORE MASTER FUND L.P. 2 FINANCIAL STATEMENTS 2013 STATEMENT OF FINANCIAL CONDITION

Statement of Financial Condition December 31, 2013

(Stated in United States Dollars) $ Assets Cash 9,001,427 Investments in securities, at fair value (cost $5,642,555,949) 6,508,246,338 Due from brokers 966,258,500 Securities purchased under an agreement to resell 188,372,328 Derivative contracts, at fair value (net upfront fees paid and cost of $81,771,488) 217,461,308 Interest and dividends receivable 10,690,994 Other assets 5,127,077 Total assets 7,905,157,972

Liabilities and Partners’ Capital Securities sold, not yet purchased, at fair value (proceeds $267,664,118) 270,989,664 Due to brokers 283,594,043 Derivative contracts, at fair value (net upfront fees received and proceeds of $8,207,148) 51,257,914 Withdrawals payable 845,168,156 Interest payable 3,922,683 Accrued expenses 7,756,022 Total liabilities 1,462,688,482

Commitments (See Note 6)

Partners’ capital 6,442,469,490 Total liabilities and partners’ capital 7,905,157,972

See accompanying notes. THIRD POINT OFFSHORE MASTER FUND L.P. CONDENSED SCHEDULE OF INVESTMENTS FINANCIAL STATEMENTS 2013 3

Condensed Schedule of Investments December 31, 2013

Percentage of (Stated in United States Dollars) Shares Fair Value Partners’ Capital Description $ % Investments in Securities Equity Securities North America: Basic Materials 183,038,433 2.84 Communications 339,393,109 5.27 Consumer, Cyclical 165,221,577 2.56 Consumer, Non Cyclical 478,315,858 7.42 Energy 379,846,149 5.90 Financial 254,146,564 3.95 Industrial 269,689,113 4.19 Technology 88,945,129 1.38 Total North America (cost $1,767,322,072) 2,158,595,932 33.51

Asia-Pacific: Communications SoftBank Corp. 6,186,100 540,681,360 8.39 Consumer, Cyclical 297,492,628 4.62 Consumer, Non Cyclical 35,824,549 0.55 Industrial 158,213,709 2.46 Total Asia-Pacific (cost $925,148,581) 1,032,212,246 16.02

Europe: Communications 154,752,954 2.41 Technology 20,278,095 0.31 Total Europe (cost $147,007,121) 175,031,049 2.72

Latin America and the Caribbean: Communications 47,102,624 0.73 Consumer, Non Cyclical 9,914,509 0.15 Financial 35,240,502 0.55 Total Latin America and the Caribbean (cost $69,162,097) 92,257,635 1.43 Total Equity Securities (cost $2,908,639,871) 3,458,096,862 53.68 THIRD POINT OFFSHORE MASTER FUND L.P. 4 FINANCIAL STATEMENTS 2013 CONDENSED SCHEDULE OF INVESTMENTS

Condensed Schedule of Investments continued December 31, 2013

Percentage of Shares Fair Value Partners’ Capital Description $ % Investments in Securities (continued) Asset-Backed Securities North America: Mortgage 1,348,773,431 20.94 Student Loan 279,346 0.00 Total North America (cost $1,321,514,630) 1,349,052,777 20.94

Europe: Mortgage (cost $149,805,792) 162,678,216 2.53

Latin America and the Caribbean: Mortgage (cost $26,936,342) 26,916,100 0.41 Total Asset-Backed Securities (cost $1,498,256,764) 1,538,647,093 23.88

Private Common Equity Securities North America: Communications 4,173,258 0.06 Consumer, Non Cyclical 11,619,450 0.18 Financial Ally Financial Inc. 55,478 414,235,360 6.43 Other 18,460,792 0.29 Total Financial 432,696,152 6.72 Technology 248,981 0.00 Total North America (cost $386,053,223) 448,737,841 6.96

Europe: Financial (cost $1,869,571) 1,144,626 0.02 Total Private Common Equity Securities (cost $387,922,794) 449,882,467 6.98

Private Preferred Equity Securities North America: Communications 5,999,840 0.09 Consumer, Non Cyclical 28,507,297 0.44 Financial 692,990 0.01 Technology 51,982,601 0.81 Total Private Preferred Equity Securities (cost $72,103,729) 87,182,728 1.35

THIRD POINT OFFSHORE MASTER FUND L.P. CONDENSED SCHEDULE OF INVESTMENTS FINANCIAL STATEMENTS 2013 5

Percentage of Fair Value Partners’ Capital Description $ % Investments in Securities (continued) Corporate Bonds North America: Communications 42,995,490 0.67 Consumer, Cyclical 25,862,325 0.40 Energy 41,859,368 0.65 Financial 82,436,850 1.28 Technology 875,218 0.01 Utilities 12,495,869 0.20 Total North America (cost $145,617,815) 206,525,120 3.21

Europe: Financial (cost $167,635,621) 185,832,172 2.88

Latin America and the Caribbean: Energy 15,305,200 0.23 Financial 20,948,203 0.33 Total Latin America and the Caribbean (cost $34,455,082) 36,253,403 0.56 Total Corporate Bonds (cost $347,708,518) 428,610,695 6.65

Affiliated Investment Funds Latin America and the Caribbean: Investments in Limited Partnerships (cost $115,315,492) 164,478,632 2.55

Europe: Investment Companies (cost $45,651,734) 86,616,334 1.35 Total Affiliated Investment Funds (cost $160,967,226) 251,094,966 3.90

Trade Claims North America: Consumer, Cyclical 26,040,291 0.40 Financial 54,079,318 0.84 Total Trade Claims (cost $58,372,308) 80,119,609 1.24

Options North America: Equity Options, Calls 30,742,766 0.48 Index Options, Puts 2,726,625 0.04 Total North America (cost $34,089,251) 33,469,391 0.52

THIRD POINT OFFSHORE MASTER FUND L.P. 6 FINANCIAL STATEMENTS 2013 CONDENSED SCHEDULE OF INVESTMENTS

Condensed Schedule of Investments continued December 31, 2013

Percentage of Fair Value Partners’ Capital Description $ % Investments in Securities (continued) Options (continued) Europe: Equity Options, Calls 4,744,760 0.07 Index Options, Calls 4,072,401 0.07 Total Europe (cost $7,718,098) 8,817,161 0.14

Asia-Pacific: Index Options, Calls (cost $7,328,094) 8,637,897 0.13

Latin America and the Caribbean: Equity Options, Puts (cost $390,944) 7,727,072 0.12 Total Options (cost $49,526,387) 58,651,521 0.91

Sovereign Debt Europe: Ukraine 47,578,499 0.74 Total Sovereign Debt (cost $43,722,227) 47,578,499 0.74

Municipal Bonds North America: Government 47,519,208 0.74 Total Municipal Bonds (cost $54,518,067) 47,519,208 0.74

Bank Debt North America: Basic Materials 224,132 0.00 Consumer, Cyclical 22,806,010 0.36 Total North America (cost $23,340,477) 23,030,142 0.36

Europe: Communications 7,980,599 0.12 Financial 1,700,551 0.03 Total Europe (cost $9,809,959) 9,681,150 0.15

Middle East and Africa: Financial (cost $546,637) 580,500 0.01 Total Bank Debt (cost $33,697,073) 33,291,792 0.52

THIRD POINT OFFSHORE MASTER FUND L.P. CONDENSED SCHEDULE OF INVESTMENTS FINANCIAL STATEMENTS 2013 7

Percentage of Fair Value Partners’ Capital Description $ % Investments in Securities (continued) Investment Funds North America: Financial (cost $25,737,160) 26,187,303 0.41

Latin America and the Caribbean: Investment in Limited Partnerships (cost $1,127,000) 1,199,793 0.02 Total Investment Funds (cost $26,864,160) 27,387,096 0.43

Rights and Warrants North America: Energy 180,926 0.00 Technology 50 0.00 Total North America (cost $252,411) 180,976 0.00

Latin America and the Caribbean: Financial (cost $4,414) 2,826 0.00 Total Rights and Warrants (cost $256,825) 183,802 0.00 Total Investments in Securities (cost $5,642,555,949) 6,508,246,338 101.02

Securities Sold, not yet Purchased Sovereign Debt Europe: French Republic 157,600,581 2.45 Republic of Turkey 27,009,376 0.42 Total Sovereign Debt (proceeds $175,005,589) 184,609,957 2.87

THIRD POINT OFFSHORE MASTER FUND L.P. 8 FINANCIAL STATEMENTS 2013 CONDENSED SCHEDULE OF INVESTMENTS

Condensed Schedule of Investments continued December 31, 2013

Percentage of Fair Value Partners’ Capital Description $ % Securities Sold, not yet Purchased (continued) Options North America: Equity Options, Calls 25,137,345 0.39 Equity Options, Puts 6,664,353 0.10 Index Options, Puts 2,567,725 0.05 Total North America (proceeds $40,844,419) 34,369,423 0.54

Asia-Pacific: Equity Options, Puts 14 0.00 Index Options, Calls 6,316,168 0.10 Total Asia-Pacific (proceeds $6,627,444) 6,316,182 0.10

Europe: Equity Options, Calls (proceeds $3,325,310) 3,467,324 0.05 Total Options (proceeds $50,797,173) 44,152,929 0.69

Equity Securities North America: Industrial (proceeds $13,147,565) 12,883,680 0.20

Latin America and the Caribbean: Consumer, Non Cyclical (proceeds $11,527,372) 10,435,320 0.16 Total Equity Securities (proceeds $24,674,937) 23,319,000 0.36

Corporate Bonds Europe: Communications 18,907,778 0.29 Total Corporate Bonds (proceeds $17,186,419) 18,907,778 0.29 Total Securities Sold, not yet Purchased (proceeds $267,664,118) 270,989,664 4.21 THIRD POINT OFFSHORE MASTER FUND L.P. CONDENSED SCHEDULE OF INVESTMENTS FINANCIAL STATEMENTS 2013 9

Percentage of Fair Value Partners’ Capital Description $ % Derivative Contracts Bond Futures – Short Contracts Asia-Pacific: Sovereign Debt 927,133 0.01 Total Bond Futures – Short Contracts 927,133 0.01

Commodity Future Options – Purchased Gold, Puts 1,145,880 0.02 Total Commodity Future Options – Purchased (cost $1,125,050) 1,145,880 0.02

Commodity Future Options – Sold Gold, Puts (660,179) (0.01) Total Commodity Future Options – Sold (proceeds $1,410,886) (660,179) (0.01)

Contracts for Differences – Long Contracts Europe: Communications 10,200,837 0.16 Consumer, Cyclical 7,494,582 0.12 Consumer, Non Cyclical 1,064,758 0.02 Industrial 21,616,728 0.33 Total Europe 40,376,905 0.63

Latin America and the Caribbean: Financial 2,123,447 0.03 Total Contracts for Differences – Long Contracts 42,500,352 0.66

Contracts for Differences – Short Contracts Europe: Basic Materials 449,198 0.01 Consumer, Non Cyclical (2,179,400) (0.03) Total Contracts for Differences – Short Contracts (1,730,202) (0.02) THIRD POINT OFFSHORE MASTER FUND L.P. 10 FINANCIAL STATEMENTS 2013 CONDENSED SCHEDULE OF INVESTMENTS

Condensed Schedule of Investments continued December 31, 2013

Percentage of Fair Value Partners’ Capital Description $ % Derivative Contracts (continued) Credit Default Swaps – Protection Purchased North America: Asset Backed Securities Index 67,223,244 1.04 Basic Materials (528,287) (0.01) Communications (4,570,741) (0.07) Consumer, Cyclical (3,757,930) (0.06) Energy (686,728) (0.01) Financial 352,690 0.01 Sovereign Debt (500,664) (0.01) Utilities 3,412 0.00 Total North America 57,534,996 0.89

Middle East and Africa: Sovereign Debt 3,853,827 0.06

Europe: Communications (700,762) (0.01) Sovereign Debt 581,437 0.01 Total Europe (119,325) (0.00)

Asia Sovereign Debt (907,273) (0.01) Total Credit Default Swaps – Protection Purchased (net upfront fees paid of $59,752,583) 60,362,225 0.94

Credit Default Swaps – Protection Sold North America: Asset Backed Securities Index (1,077,376) (0.02) Consumer, Cyclical 4,683,145 0.07 Total Credit Default Swaps – Protection Sold (net upfront fees received of $934,991) 3,605,769 0.05

Foreign Currency Forward Contracts Buy United States Dollar, Sell Australian Dollar 16,325 0.00 Buy United States Dollar, Sell British Pound Sterling (1,581,967) (0.02) Sell United States Dollar, Buy British Pound Sterling 799,935 0.01 Buy United States Dollar, Sell Canadian Dollar 116,969 0.00 Buy United States Dollar, Sell Euro (716,026) (0.01) Sell United States Dollar, Buy Euro 273,495 0.00 Buy United States Dollar, Sell Japanese Yen 4,915,181 0.08 Buy United States Dollar, Sell Turkish Lira 2,006,382 0.03 Total Foreign Currency Forward Contracts 5,830,294 0.09 THIRD POINT OFFSHORE MASTER FUND L.P. CONDENSED SCHEDULE OF INVESTMENTS FINANCIAL STATEMENTS 2013 11

Percentage of Fair Value Partners’ Capital Description $ % Derivative Contracts (continued) Foreign Currency Options – Purchased Call United States Dollar, Put Hong Kong Dollar 93,693 0.00 Call United States Dollar, Put Japanese Yen 25,216,152 0.39 Call United States Dollar, Put Saudi Riyal 49,637 0.00 Put United States Dollar, Call Saudi Riyal 163,717 0.01 Total Foreign Currency Options – Purchased (cost $20,458,918) 25,523,199 0.40

Foreign Currency Options – Sold Call United States Dollar, Put Japanese Yen (6,875,330) (0.11) Total Foreign Currency Options – Sold (proceeds $6,001,039) (6,875,330) (0.11)

Index Futures – Short Contracts Europe: European Exchange (1,919,113) (0.03) Total Index Futures – Short Contracts (1,919,113) (0.03)

Interest Rate Swaps Euro Overnight Index Average 1,061,706 0.02 Euribor (4,290,155) (0.07) United States Dollar Libor (449,367) (0.01) Total Interest Rate Swaps (3,677,816) (0.06)

Interest Rate Swaptions Bullion Lease 199,147 0.00 Euribor 2,422,288 0.04 Japanese Yen Libor 21,934 0.00 United States Dollar Libor 2,466,626 0.04 Total Interest Rate Swaptions (cost $574,705) 5,109,995 0.08

Total Return Swaps – Long Contracts North America: Basic Materials 28,031,465 0.44 Energy (5,364,972) (0.08) Financial 499,416 0.01 Total North America 23,165,909 0.37 THIRD POINT OFFSHORE MASTER FUND L.P. 12 FINANCIAL STATEMENTS 2013 CONDENSED SCHEDULE OF INVESTMENTS

Condensed Schedule of Investments continued December 31, 2013

Percentage of Fair Value Partners’ Capital Description $ % Derivative Contracts (continued) Total Return Swaps – Long Contracts (continued) Asia-Pacific: Consumer, Cyclical 19,124,152 0.29

Europe: Financial (14,977) (0.00)

Latin America and the Caribbean: Consumer, Cyclical (580,290) (0.01) Consumer, Non Cyclical (5,699,257) (0.09) Total Latin America and the Caribbean (6,279,547) (0.10) Total Total Return Swaps – Long Contracts 35,995,537 0.56

Total Return Swaps – Short Contracts Middle East and Africa: Financial (404,405) (0.01) Total Total Return Swaps – Short Contracts (404,405) (0.01)

Treasury Futures – Short Contracts North America: Sovereign Debt 470,055 0.01 Total Treasury Futures – Short Contracts 470,055 0.01 Derivative Contracts (net upfront fees and cost of $73,564,340) 166,203,394 2.58

See accompanying notes. THIRD POINT OFFSHORE MASTER FUND L.P. STATEMENT OF INCOME FINANCIAL STATEMENTS 2013 13

Statement of Income Year ended December 31, 2013

(Stated in United States Dollars) $ Realized and unrealized gain/(loss) on investment transactions Net realized gain from securities, commodities, derivative contracts and foreign currency translations 1,504,933,663 Net change in unrealized gain on securities and foreign currency translations 237,922,884 Net change in unrealized gain on derivative contracts and foreign currency translations 55,292,293 Net gain from currencies 79,889,236 Net realized and unrealized gain from investment transactions 1,878,038,076

Investment income Interest 43,619,953 Dividends, net of withholding taxes of $4,846,822 23,246,831 Stock loan fees 162,508 Other 570,922 Total investment income 67,600,214

Expenses Interest 25,822,513 Dividends on securities sold, not yet purchased 3,853,103 Stock borrow fees 6,495,873 Administrative and professional fees 12,723,630 Other 10,828,298 Total expenses 59,723,417 Net investment income 7,876,797 Net income 1,885,914,873

See accompanying notes. THIRD POINT OFFSHORE MASTER FUND L.P. 14 FINANCIAL STATEMENTS 2013 STATEMENT OF CHANGES IN PARTNERS’ CAPITAL

Statement of Changes in Partners’ Capital Year ended December 31, 2013

General Limited Total Partner Partner (Stated in United States Dollars) $ $ $ Partners’ capital at beginning of year 5,092,359,323 194,304,758 4,898,054,565 Capital contributions 1,075,701,495 – 1,075,701,495 Capital withdrawals (1,611,506,201) (405,000,000) (1,206,506,201) Allocation of net income: Pro-rata allocation 1,885,914,873 42,328,610 1,843,586,263 Incentive allocation – 334,408,950 (334,408,950) Net income 1,885,914,873 376,737,560 1,509,177,313 Partners’ capital at end of year 6,442,469,490 166,042,318 6,276,427,172

See accompanying notes. THIRD POINT OFFSHORE MASTER FUND L.P. STATEMENT OF CASH FLOWS FINANCIAL STATEMENTS 2013 15

Statement of Cash Flows Year ended December 31, 2013

(Stated in United States Dollars) $ Cash flows from operating activities Net income 1,885,914,873 Adjustments to reconcile net income to net cash used in operating activities: Purchases of investment securities (10,427,082,168) Proceeds from disposition of investment securities and commodities 11,015,922,693 Purchases of investment securities to cover short sales (2,282,485,703) Proceeds from short sales of investment securities 1,587,871,792 Net change in unrealized gain on securities and foreign currency translations (237,922,884) Net change in unrealized gain on derivative contracts and foreign currency translations (55,292,293) Net realized gain from securities, commodities, derivative contracts and foreign currency translations (1,504,933,663) Amortization of premium and accretion of discount, net 12,152,803 Changes in operating assets and liabilities: Increase in due from brokers (202,418,352) Decrease in securities purchased under an agreement to resell 129,091,438 Decrease in interest and dividends receivable 887,303 Increase in other assets (570,922) Decrease in due to brokers (38,566,511) Decrease in interest and dividends payable (3,335,821) Increase in accrued expenses 3,975,274 Net cash used in operating activities (116,792,141)

Cash flows from financing activities Capital contributions 1,075,701,495 Capital withdrawals (955,069,785) Net cash provided by financing activities 120,631,710

Net increase in cash 3,839,569 Cash at beginning of the year 5,161,858 Cash at end of year 9,001,427

Supplemental disclosure of cash flow information Cash paid during the year for interest 21,771,486

See accompanying notes. THIRD POINT OFFSHORE MASTER FUND L.P. 16 FINANCIAL STATEMENTS 2013 NOTES TO FINANCIAL STATEMENTS

Notes to Financial Statements continued December 31, 2013

1. Organization Third Point Offshore Master Fund L.P. (the “Partnership”) was organized as a limited partnership under the laws of the Cayman Islands and commenced operations on January 1, 2009. The Partnership was formed to trade and invest primarily in equity and debt securities of U.S. and foreign companies. The investment objective of the Partnership is to achieve superior risk-adjusted returns by deploying capital in investments with a favorable risk/reward scenario across select asset classes, sectors, and geographies, both long and short. Third Point LLC (the “Investment Manager”) identifies these opportunities using a combination of top-down asset allocation decisions and a bottom-up, value-oriented approach to single security analysis. The Investment Manager supplements single security analysis with an approach to portfolio construction that includes sizing each investment based on upside/downside calculations, all with a view towards appropriately positioning and managing overall exposures across specific asset classes, sectors and geographies. The Partnership will continue until terminated as provided for in the Initial Exempted Limited Partnership Agreement (the “Agreement”).

The Partnership serves as the master fund in a “master-feeder” structure whereby Third Point Offshore Fund, Ltd. (the “Feeder”), a Cayman Islands exempted company, invests substantially all of its net assets in the Partnership, which conducts all investment and trading activities on behalf of the Feeder fund. The Feeder and the Partnership have the same investment objectives. At December 31, 2013, approximately 97.42% of the Partnership’s capital was owned by the Feeder.

Third Point LLC is the Investment Manager of the Partnership. The General Partner of the Partnership is Third Point Advisors II L.L.C. The Investment Manager is registered with the Securities and Exchange Commission as an Investment Adviser under the Investment Advisers Act of 1940. The Investment Manager and the General Partner are responsible for the operation and management of the Partnership.

International Fund Services (Ireland) Limited serves as the administrator (the “Administrator”) and transfer agent to the Partnership.

2. Significant Accounting Policies The Partnership’s financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and are expressed in United States dollars. The following is a summary of the significant accounting and reporting policies:

The Partnership is exempt from all forms of taxation in the Cayman Islands, including income, capital gains and withholding taxes. In jurisdictions other than the Cayman Islands, in some cases foreign taxes will be withheld at source on dividends and certain interest received by the Partnership. Capital gains derived by the Partnership in such jurisdictions generally will be exempt from foreign income or withholding taxes at the source.

The Partnership evaluates tax positions taken or expected to be taken in the course of preparing the Partnership’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet a “more likely-than-not” threshold would be recorded as a tax expense in the current year. The General Partner has reviewed the Partnership’s tax positions and has concluded that no material provision for income tax is required in the Partnership’s financial statements. Such open tax years remain subject to examination by tax authorities.

The Partnership would recognize interest and penalties, if any, related to unrecognized tax positions as income tax expense in the statement of income. During the year ended December 31, 2013, the Partnership did not incur any interest or penalties related to unrecognized tax positions.

The Partnership records security and commodity transactions and related income and expense on a trade- date basis. Realized gains and losses are determined using cost calculated on a specific identification basis. Dividends are recorded on the ex-dividend date. Income and expense are recorded on the accrual basis including interest and premiums amortized and discounts accreted. THIRD POINT OFFSHORE MASTER FUND L.P. NOTES TO FINANCIAL STATEMENTS FINANCIAL STATEMENTS 2013 17

2. Significant Accounting Policies (continued) The Partnership may enter into repurchase and reverse repurchase agreements with financial institutions in which the financial institution agrees to resell or repurchase and the Partnership agrees to repurchase or resell such securities at a mutually agreed price upon maturity. At December 31, 2013, the Partnership held outstanding reverse repurchase agreements valued at $188,372,328. At December 31, 2013, the total value of securities and cash received as collateral by the Partnership was $184,739,006. As the Partnership held only reverse repurchase agreements as of December 31, 2013, these positions are not impacted by counterparty netting agreements. Interest expense and income related to these transactions are included in interest payable and receivable in the statement of financial condition. Foreign currency gains of $9,919,595 on repurchase and reverse repurchase agreements are included in the net gain from currencies in the statement of income. Generally, reverse repurchase agreements that the Partnership enters into mature within 30 to 90 days. The fair value of the Partnership’s assets and liabilities, which qualify as financial instruments, approximates the carrying amounts presented in the statement of financial condition. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts and disclosures in the financial statements and accompanying notes. Actual results could differ from these estimates. The Investment Manager has a formal valuation policy that sets forth the pricing methodology for investments to be implemented in fair valuing each security in the Partnership’s portfolio. The valuation policy is updated and approved at least on an annual basis by the valuation committee (the “Committee”). The Committee is comprised of officers and employees who are senior business management personnel. The Committee meets on a monthly basis. The Committee’s role is to review and verify the propriety and consistency of the valuation methodology to determine fair value of investments. The Committee also reviews any due diligence performed and approves any changes to current or potential external pricing vendors. Securities listed on a national securities exchange or quoted on NASDAQ are valued at their last sales price as of the last business day of the year. Listed securities with no reported sales on such date and over- the-counter (“OTC”) securities are valued at their last closing bid price if held long by the Partnership and last closing ask price if held short by the Partnership. Approximately $2,258,800,000, or approximately 35% of the Fund’s investment in securities, and approximately $204,000,000, or approximately 75% of securities sold but not yet purchased, are valued based on dealer quotes or other quoted market prices for similar securities. Private securities are not registered for public sale and are carried at an estimated fair value at the end of the year, as determined by the Investment Manager. Valuation techniques used by the Investment Manager in determining fair value may include market approach, last transaction analysis, liquidation analysis and/or using discounted cash flow models where the significant inputs could include but are not limited to additional rounds of equity financing, financial metrics such as revenues multiples or price- earnings ratio, discount rates and other factors. In addition, the Investment Manager may employ third party valuation firms to conduct separate valuations of such private securities. The third party valuation firms provide the Investment Manager with a written report documenting their recommended valuation as of the determination date for the specified investments. Due to the inherent uncertainty of valuation for these investments, the estimate of fair value for its interest in these investments may differ from the values that would have been used had a ready market existed for the investment, and the difference could be material. At December 31, 2013, the Partnership had approximately $124,800,000 of investments fair valued by the Investment Manager, representing approximately 2% of investments in securities and derivatives, of which approximately 97% were separately valued by third party valuation firms. The resulting unrealized gains and losses are reflected in the statement of income. THIRD POINT OFFSHORE MASTER FUND L.P. 18 FINANCIAL STATEMENTS 2013 NOTES TO FINANCIAL STATEMENTS

Notes to Financial Statements continued December 31, 2013

2. Significant Accounting Policies (continued) The Partnership’s derivatives are recorded at fair value. The Partnership values exchange-traded derivative contracts at their last sales price on the exchange where it is primarily traded. OTC derivatives, which include swap, option, swaption, and forward currency contracts, are valued at independent values provided by third party sources when available; otherwise, fair values are obtained from counterparty quotes that are based on pricing models that consider the time value of money, volatility, and the current market and contractual prices of the underlying financial instruments.

The Partnership’s holdings in asset-backed securities (“ABS”) are substantially invested in residential mortgage-backed securities (“RMBS”). The majority of the Partnership’s U.S. RMBS positions are invested in back-end portions of the re-securitized real estate mortgage investment conduits (“re-REMIC”) structure of Alternative A-paper (“Alt-A”) and prime securities constituting approximately 38% of the Partnership’s ABS holdings. In addition, approximately 29% of the Partnership’s ABS are held in U.S. Alt-A and subprime RMBS positions. Non-U.S. RMBS positions constituted approximately 24% of the Partnership’s ABS holdings with majority in Europe and Canada. The balance of the Partnership’s investment in ABS at December 31, 2013 was held in commercial mortgage-backed securities, collateralized debt obligations and student loan ABS. These investments are valued based on dealer quotes or a recognized independent pricing vendor. All of these classes of ABS are sensitive to changes in interest rates and any resulting change in the rate at which borrowers sell their properties, refinance, or otherwise pre-pay their loans. Investors in these classes of ABS may be exposed to the credit risk of underlying borrowers not being able to make timely payments on loans or likelihood of borrowers defaulting on their loans. In addition, investors may be exposed to significant market and liquidity risks.

The Investment Manager values the Partnership’s investments in investment funds at fair value, which is an amount equal to the sum of the capital accounts in the investment funds generally determined from financial information provided by the investment managers of the investment funds. The resulting net gains or losses are reflected in the statement of income.

Assets and liabilities denominated in foreign currencies are translated at the closing rates of exchange at December 31, 2013. Transactions during the year are translated at the rate of exchange prevailing on the date of the transaction. Foreign currency transaction and translation gains and losses are included in the statement of income. The Partnership does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments, dividends and interest from the fluctuations arising from changes in fair values of securities and derivatives held. Periodic payments received or paid on swap agreements are recorded as realized gain or loss on investment transactions. Such fluctuations are included within the realized and unrealized gain/(loss) on investment transactions in the statement of income.

The Partnership may lend securities for securities lending transactions or pledge securities and/or cash for securities borrowed transactions. At December 31, 2013, the Partnership loaned securities with a fair value of $10,110,556 and received collateral of $9,767,136 in cash and cash equivalents. The value of any securities loaned is reflected in investments in securities. Any collateral received is reflected in due to brokers in the statement of financial condition and is not impacted by counterparty netting agreements at December 31, 2013.

Fair value is defined as the price that the Partnership would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. The disclosure requirements also establish a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. The three- tier hierarchy of inputs is summarized below: • Level 1 – Quoted prices available in active markets/exchanges for identical investments as of the reporting date. The types of assets and liabilities that are classified at this level generally include equity securities, futures and option contracts listed in active markets. THIRD POINT OFFSHORE MASTER FUND L.P. NOTES TO FINANCIAL STATEMENTS FINANCIAL STATEMENTS 2013 19

2. Significant Accounting Policies (continued) • Level 2 – Pricing inputs other than observable inputs including but not limited to prices quoted for similar assets or liabilities in active markets/exchanges or prices quoted for identical or similar assets or liabilities in markets that are not active, and fair value is determined through the use of models or other valuation methodologies. The types of assets and liabilities that are classified at this level generally include equity securities traded on non-active exchanges, corporate, sovereign, asset-backed and bank debt securities, forward contracts and certain derivatives.

• Level 3 – Pricing inputs unobservable for the investment and include activities where there is little, if any, market activity for the investment. The inputs into determination of fair value require significant management judgment and estimation. The types of assets and liabilities that are classified at this level generally include certain corporate and bank debt, private investments, limited partnerships, investment companies, trade claims and certain derivatives.

Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk, for example, the risk inherent in a particular valuation technique used to measure fair value including such a pricing model and/or the risk inherent in the inputs to the valuation technique. Inputs may be observable or unobservable.

Situations may arise when market quotations or valuations provided by external pricing vendors are available but the fair value may not represent current market conditions. In those cases, the Investment Manager may substitute valuations provided by external pricing vendors with multiple broker-dealer quotations.

The key inputs for corporate, government and sovereign bonds valuation are coupon frequency, coupon rate and underlying bond spread. The key inputs for asset-backed securities are yield, probability of default, loss severity and prepayment.

Key inputs for OTC valuation vary based on the type of underlying on which the contract was written. Please see below discussion by OTC type:

• The key inputs for most OTC option contracts include notional, strike price, maturity, payout structure, current foreign exchange forward and spot rates, current market price of underlying and volatility of underlying.

• The key inputs for most forward contracts include notional, maturity, forward rate, spot rate, various interest rate curves and discount factor.

• The key inputs for swap valuation will vary based on the type of underlying on which the contract was written. Generally, the key inputs for most swap contracts include notional, swap period, fixed rate, credit or interest rate curves, current market or spot price of the underlying and the volatility of the underlying. THIRD POINT OFFSHORE MASTER FUND L.P. 20 FINANCIAL STATEMENTS 2013 NOTES TO FINANCIAL STATEMENTS

Notes to Financial Statements continued December 31, 2013

2. Significant Accounting Policies (continued) The following is a summary of the inputs utilized in valuing the Partnership’s assets and liabilities carried at fair value as of December 31, 2013:

Fair Value Measurements at December 31, 2013 Significant Quoted prices Significant other unobservable in active markets observable inputs inputs (Level 1) (Level 2) (Level 3) Total $ $ $ $ Assets Equity Securities 3,376,093,839 82,003,023 – 3,458,096,862 Asset-Backed Securities – 1,536,790,024 1,857,069 1,538,647,093 Private Common Equity Securities – 430,028,068 19,854,399 449,882,467 Private Preferred Equity Securities – – 87,182,728 87,182,728 Corporate Bonds – 393,295,566 35,315,129 428,610,695 Affiliated Investment Funds 86,616,335 131,360,059 33,118,572 251,094,966 Trade Claims – 80,119,609 – 80,119,609 Options 28,096,647 30,554,874 – 58,651,521 Sovereign Debt – 47,578,499 – 47,578,499 Municipal Bonds – 47,519,208 – 47,519,208 Bank Debt – 33,067,659 224,133 33,291,792 Investment Funds – – 27,387,096 27,387,096 Rights and Warrants 2,826 180,926 50 183,802 Derivative Contracts* Bond Futures – Short Contracts 927,133 – – 927,133 Commodity Future Options – Purchased – 1,145,880 – 1,145,880 Contracts for Differences – Long Contracts – 47,753,108 – 47,753,108 Contracts for Differences – Short Contracts – 449,198 – 449,198 Credit Default Swaps – Protection Purchased – 72,295,538 – 72,295,538 Credit Default Swaps – Protection Sold – 5,187,532 – 5,187,532 Foreign Currency Forward Contracts – 8,128,288 – 8,128,288 Foreign Currency Options – Purchased – 25,523,199 – 25,523,199 Interest Rate Swaps – 1,061,706 – 1,061,706 Interest Rate Swaptions – 5,928,114 – 5,928,114 Total Return Swaps – Long Contracts – 47,884,556 499,416 48,383,972 Total Return Swaps – Short Contracts – 207,585 – 207,585 Treasury Futures – Short Contracts 470,055 – – 470,055 Total Assets 3,492,206,835 3,028,062,219 205,438,592 6,725,707,646 THIRD POINT OFFSHORE MASTER FUND L.P. NOTES TO FINANCIAL STATEMENTS FINANCIAL STATEMENTS 2013 21

2. Significant Accounting Policies (continued) Significant Quoted prices Significant other unobservable in active markets observable inputs inputs (Level 1) (Level 2) (Level 3) Total $ $ $ $ Liabilities Sovereign Debt – 184,609,957 – 184,609,957 Options 21,081,473 23,071,456 – 44,152,929 Equity Securities 23,319,000 – – 23,319,000 Corporate Bonds – 18,907,778 – 18,907,778 Derivative Contracts* Commodity Future Options – Sold – 660,179 – 660,179 Contracts for Differences – Long Contracts – 5,252,756 – 5,252,756 Contracts for Differences – Short Contracts – 2,179,400 – 2,179,400 Credit Default Swaps – Protection Purchased – 11,933,313 – 11,933,313 Credit Default Swaps – Protection Sold – 1,581,763 – 1,581,763 Foreign Currency Forward Contracts – 2,297,994 – 2,297,994 Foreign Currency Options – Sold – 6,875,330 – 6,875,330 Index Futures – Short Contracts 1,919,113 – – 1,919,113 Interest Rate Swaps – 4,739,522 – 4,739,522 Interest Rate Swaptions – 818,119 – 818,119 Total Return Swaps – Long Contracts – 12,388,435 – 12,388,435 Total Return Swaps – Short Contracts – 611,990 – 611,990 Total Liabilities 46,319,586 275,927,992 – 322,247,578 *Derivative instruments are shown gross of any offsetting permitted under U.S. GAAP. THIRD POINT OFFSHORE MASTER FUND L.P. 22 FINANCIAL STATEMENTS 2013 NOTES TO FINANCIAL STATEMENTS

Notes to Financial Statements continued December 31, 2013

2. Significant Accounting Policies (continued) The following table is a reconciliation of assets the Partnership held during the year ended December 31, 2013 at fair value using significant unobservable inputs (Level 3):

Fair Value Measurements using Significant Unobservable Inputs (Level 3) Balance at Realized and Balance at January 1, Transfers Transfers unrealized December 31, 2013 into Level 3 out of Level 3 Purchases Sales gains/(losses)* 2013 $ $ $ $ $ $ $ Assets Asset-Backed Securities 1,199,860 717,859 (1,199,860) 2,745,926 (27,933) (1,578,783) 1,857,069 Corporate Bonds 14,901,240 – – 26,207,735 (8,205,042) 2,411,196 35,315,129 Bank Debt 539,513 – (315,380) – – – 224,133 Private Common Equity Securities 43,825,074 – (20,715,105) 1,137,024 (1,482,847) (2,909,747) 19,854,399 Private Preferred Equity Securities 45,413,212 – (7,177,548) 49,447,130 (20,659,605) 20,159,539 87,182,728 Investment Funds 31,740,671 – – 1,118,516 (4,140,090) (1,332,001) 27,387,096 Rights and Warrants – – – 50 – – 50 Affiliated Investment Funds – – – 29,350,375 (2,141,145) 5,909,342 33,118,572 Total Return Swaps – Long Contracts 2,434,671 – – – (34,552) (1,900,703) 499,416 Total Assets 140,054,241 717,859 (29,407,893) 110,006,756 (36,691,214) 20,758,843 205,438,592 Total change in unrealized appreciation of fair valued assets using significant unobservable inputs (Level 3) still held at December 31, 2013* 4,244,805 *Total change in realized and unrealized gain/(loss) recorded on Level 3 financial instruments are included in net realized and unrealized gains on investment transactions in the statement of income.

For assets that were transferred into Level 3 during the year, gains/(losses) are presented as if the assets had been transferred into Level 3 at the beginning of the year; similarly, for assets that were transferred out of Level 3 during the year, gains/(losses) are presented as if the assets had been transferred out at the beginning of the year. During 2013, assets were transferred into Level 3 due to lack of observable inputs while assets were transferred out due to additional observable inputs.

Assets of the Partnership fair valued using significantly unobservable inputs (Level 3) include investments fair valued by the Investment Manager, previously discussed in Note 2, but are not limited to such investments. THIRD POINT OFFSHORE MASTER FUND L.P. NOTES TO FINANCIAL STATEMENTS FINANCIAL STATEMENTS 2013 23

2. Significant Accounting Policies (continued) The following table summarizes information about the significant unobservable inputs used in determining the fair value of the Level 3 assets held by the Partnership. Level 3 investments not presented in the table below generally do not have any unobservable inputs to disclose, as they are valued primarily using dealer quotes, at cost or net asset value for investment in investment funds.

Fair Value Valuation Unobservable $ Techniques Input Range Private Equity Investments, Rights and Discounted Warrants and Total Return Swaps 96,126,203 Cash Flow Discount Rate 5-21% Duration 1-13 years Probabilities of Success 1-50% Yield 8% Market Approach Multiples 2-28x Latest Financing* N/A N/A Corporate Bonds 28,672,421 Discounted Cash Flow Yield 5.5-12% Duration 1-4 years Credit Spreads 7% Volatility 30-40% *Based on an observable input, therefore, not detailed in this table.

3. Administration Fee The Partnership has entered into an administrative services agreement with the Administrator. In accordance with the terms of this agreement, the Administrator provides certain specified fund accounting and administration, trade support and transfer agent services. For the year ended December 31, 2013, the Administrator received a fee of $4,759,430.

4. Due from/to Brokers The Partnership holds substantially all of its investments through its prime brokers (Goldman Sachs, JPMorgan, Citi, UBS, Barclays, Morgan Stanley and Credit Suisse) pursuant to various agreements between the Partnership and each prime broker. The brokerage arrangements differ from broker to broker, but generally cash and investments in securities balances are available as collateral against investment in securities sold, not yet purchased and derivative positions, if required.

Margin debt balances were collateralized by cash held by the Broker and certain of the Partnership’s securities. Margin interest was paid either at the daily broker call rate or based on LIBOR.

Due from/to brokers include cash balances maintained with the Partnership’s prime brokers, receivables and payables from unsettled trades and proceeds from securities sold, not yet purchased. In addition, due from/to brokers includes cash collateral received and posted from OTC and repurchase agreement counterparties. At December 31, 2013, the Partnership’s due from/to brokers includes a total non-U.S. currency payable balance of $1,033,751,288.

5. Allocation of Net Income or Net Loss In accordance with the provisions of the Agreement, net income or net loss of the Partnership is allocated to the general capital account of the Feeder and General Partner in proportion to their respective general capital accounts.

Net income or net loss is allocated each fiscal period, as defined in the Agreement, or at other times during the fiscal period when capital contributions and withdrawals are made by the Feeder or General Partner. The Feeder’s percentage ownership of the Partnership will increase when the General Partner withdraws capital or decrease when the General Partner contributes additional capital. Therefore, the allocation of THIRD POINT OFFSHORE MASTER FUND L.P. 24 FINANCIAL STATEMENTS 2013 NOTES TO FINANCIAL STATEMENTS

Notes to Financial Statements continued December 31, 2013

5. Allocation of Net Income or Net Loss (continued) net income and net loss may vary, between the Feeder and the General Partner, based upon the timing of capital transactions throughout the year.

The Partnership may invest, directly or indirectly, in equity securities in initial public offerings deemed “new issues” under Rule 5130 of the Financial Industry Regulatory Authority (“FINRA”) Consolidated Rulebook. “New issues” are defined as any initial public offering of an equity, regardless of whether such security is trading at a premium in the secondary market. FINRA members generally may not sell “new issues” to an account, in which certain persons or entities designated as restricted persons have beneficial interest. Gains and losses from “new issues” are allocated primarily to the Feeder and up to 10% can be allocated to the General Partner.

The General Partner receives an incentive allocation equal to 20% of the net profit allocated to each shareholder invested each series of Class A, B, C, D, E, F and H shares of the Feeder and 25% of the net profit allocated to each shareholder invested in each series of class J of the Feeder, as defined in the Agreement (the “Full Incentive Allocation”). If a shareholder invested in the Feeder has a net loss during any fiscal year and, during subsequent years, there is a net profit attributable to such shareholder, the shareholder must recover an amount equal to 2.5 times the amount of the net loss chargeable in the prior years before the General Partner is entitled to the Full Incentive Allocation. Until this occurs, the shareholder invested in the Feeder will be subject to a reduced incentive allocation equal to half of the Full Incentive Allocation. The General Partner, in its sole discretion, may elect to reduce, waive or calculate differently the Full Incentive Allocation of the Feeder and its underlying investors that are partners, members, employees, affiliates or other related investors of the Investment Manager or the General Partner. For the year ended December 31, 2013, the General Partner received an incentive allocation of $334,408,950.

6. Related Party Transactions The Investment Manager does not charge the Partnership a management fee. Management fees are charged to the Feeder. No additional fees are charged to the Partnership by the Investment Manager or its affiliates for related entities discussed below.

The Partnership has entered into a limited partnership agreement, as a limited partner, with TP Lux Holdco LP (“Cayman HoldCo”), an affiliate of the Investment Manager. Cayman HoldCo was organized as a limited partnership under the laws of the Cayman Islands and will invest and hold debt and equity interests in TP Lux HoldCo S.a.r.l, a Luxembourg private limited liability company (“LuxCo”), also an affiliate of the Investment Manager. LuxCo was established under the laws of the Grand-Duchy of Luxembourg and its principle objective is to act as a collective investment vehicle through which purchases of certain European debt and equity investments will be pooled. Certain debt and equity instruments will be purchased by LuxCo and will be financed through the issuance of the debt and equity instruments purchased by Cayman HoldCo. During the year, debt investments with a fair value of $5,524,841 have been contributed by the Partnership into LuxCo. The Partnership will share in the profits and losses with respect to those investments by investing in partnership interests issued by Cayman HoldCo. At December 31, 2013, investments with a fair value of $131,360,060 were owned by the Partnership through the structure. The Partnership’s pro rata interest in the investments of LuxCo and the related income and expense are reflected accordingly on the accompanying statement of financial condition, the underlying condensed schedule of investments and the statement of income. The valuation policy with respect to these investments is the same as the Partnership’s valuation policy as described in Note 2. The Partnership invests in Cayman HoldCo alongside other affiliated entities.

At December 31, 2013, the Partnership held an affiliated special purpose vehicle (the “SPV”), which is a company organized for the purpose of achieving certain tax, regulatory or administrative efficiencies. The Partnership’s pro rata interest in the underlying assets and liabilities of the SPV and the related income and expense are reflected accordingly on the accompanying statement of financial condition, the underlying THIRD POINT OFFSHORE MASTER FUND L.P. NOTES TO FINANCIAL STATEMENTS FINANCIAL STATEMENTS 2013 25

6. Related Party Transactions (continued) condensed schedule of investments and the statement of income. The valuation policy with respect to investments held by the SPV is the same as the Partnership’s valuation policy as described in Note 2. The Partnership invests in the SPV alongside other affiliated entities.

Third Point Loan LLC (“Loan LLC”) serves as nominee of the Partnership and other affiliated investment management clients of the Investment Manager for certain investments. Loan LLC has appointed the Investment Manager as its true and lawful agent and attorney. At December 31, 2013, Loan LLC held $694,096,295 of the Partnership’s investments which are included in investments in securities and in derivative contracts in the statement of financial condition. The Partnership’s pro rata interest in the underlying investments registered in the name of the Loan LLC and the related income and expense are reflected accordingly in the accompanying statement of financial condition, the underlying condensed schedule of investments and the statement of income. The valuation policy with respect to investments held by Loan LLC is the same as the Partnership’s valuation policy as described in Note 2.

As of December 31, 2013, the Partnership held equity swap contracts with two investment funds with the same Investment Manager as the Partnership. At December 31, 2013, the aggregate unrealized loss on the swap contracts was $5,364,972.

At December 31, 2013, the Partnership held shares of Third Point Offshore Investors Limited (“ListCo”), a London Stock Exchange listed entity that is managed by the Investment Manager. As part of ListCo’s share buy-back program, the Partnership has the ability to purchase shares in the after-market or as part of other corporate actions. At December 31, 2013, the Partnership owned 5,464,753 U.S. Dollar Shares of ListCo with a total market value of $86,616,334 and an unrealized gain of $40,964,601 related to the share buy-back program. All gains or losses and implied financing costs are allocated entirely to ListCo’s shares in the Feeder.

The Partnership is a limited partner in Third Point Hellenic Recovery U.S. Feeder Fund, L.P. (the “Hellenic Fund”), which is an affiliate of the Investment Manager. The Hellenic Fund was formed as a limited partnership under the laws of the Cayman Islands and invests in and holds debt and equity interests. The Partnership committed $71,603,000 to the Hellenic Fund, of which $27,209,230 was called during the year ended December 31, 2013. As of December 31, 2013, the estimated fair value of the investment in the Hellenic Fund was $33,118,572. The valuation policy with respect to this investment in a limited partnership is further described in Note 2.

7. Financial Instruments with Off-Balance Sheet Risk or Concentrations of Credit Risk In the normal course of its business, the Partnership trades various financial instruments and engages in various investment activities with off-balance sheet risk. These financial instruments include securities sold, not yet purchased, forwards, futures, options, swaptions, swaps and contracts for differences. Generally, these financial instruments represent future commitments to purchase or sell other financial instruments at specific terms at specified future dates. Each of these financial instruments contains varying degrees of off-balance sheet risk whereby changes in the fair values of the securities underlying the financial instruments or fluctuations in interest rates and index values may exceed the amounts recognized in the statement of financial condition.

Securities sold, not yet purchased are recorded as liabilities in the statement of financial condition and have market risk to the extent that the Partnership, in satisfying its obligations, may have to purchase securities at a higher value than that recorded in the statement of financial condition. The Partnership’s investments in securities and amounts due from brokers are partially restricted until the Partnership satisfies the obligation to deliver securities sold, not yet purchased.

Forward and future contracts are a commitment to purchase or sell financial instruments, currencies or commodities at a future date at a negotiated rate. Forward and future contracts expose the Partnership to market risks to the extent that adverse changes occur to the underlying financial instruments such as currency rates or equity index fluctuations. THIRD POINT OFFSHORE MASTER FUND L.P. 26 FINANCIAL STATEMENTS 2013 NOTES TO FINANCIAL STATEMENTS

Notes to Financial Statements continued December 31, 2013

7. Financial Instruments with Off-Balance Sheet Risk or Concentrations of Credit Risk (continued) Option contracts give the purchaser the right but not the obligation to purchase or sell to the option writer financial instruments, commodities or currencies within a defined time period for a specified price. The premium received by the Partnership upon writing an option contract is recorded as a liability, marked to market on a daily basis and is included in securities sold, not yet purchased in the statement of financial condition. In writing an option, the Partnership bears the market risk of an unfavorable change in the financial instrument underlying the written option. Exercise of an option written by the Partnership could result in the Partnership selling or buying a financial instrument at a price different from the current fair value.

In the normal course of trading activities, the Partnership trades and holds certain fair value derivative contracts, such as written options, which constitute guarantees. The maximum payout for written put options is limited to the number of contracts written and the related strike prices and the maximum payout for written call options is contingent upon the market price of the underlying security at the date of a payout event. At December 31, 2013, the portfolio had a maximum payout amount of approximately $2,849,600,000 relating to written put option contracts with expiration ranging from 1 month to 13 months from the statement of financial condition date. The maximum payout amount could be offset by the subsequent sale, if any, of assets obtained via the settlement of a payout event. The fair value of these written put options as of December 31, 2013 is $9,892,271 and is included in securities sold, not yet purchased and derivative contracts in the statement of financial condition.

Swaption contracts give the Partnership the right, but not the obligation, to enter into a specified interest- rate swap within a specified period of time. The Partnership’s market and counterparty credit risk is limited to the premium paid to enter into the swaption contract and net unrealized gains.

Total return swaps, contracts for differences, index swaps, and interest rate swaps that involve the exchange of cash flows between the Partnership and counterparties based on the change in market value of a particular equity, index, or interest rate on a specified notional holding. The use of these contracts exposes the Partnership to market risks equivalent to actually holding securities of the notional value but typically involve little capital commitment relative to the exposure achieved. The gains or losses of the Partnership may therefore be magnified on the capital commitment.

Credit default swaps protect the buyer against the loss of principal on one or more underlying bonds, loans, or mortgages in the event the issuer suffers a credit event. Typical credit events include failure to pay or restructuring of obligations, bankruptcy, dissolution or insolvency of the underlying issuer. The buyer of the protection pays an initial and/or a periodic premium to the seller and receives protection for the period of the contract. If there is not a credit event, as defined in the contract, the buyer receives no payments from the seller. If there is a credit event, the buyer receives a payment from the seller of protection as calculated by the contract between the two parties.

The Partnership may also enter into index and/or basket credit default swaps where the credit derivative may reference a basket of single-name credit default swaps or a broad-based index. Generally, in the event of a default on one of the underlying names, the buyer will receive a pro-rata portion of the total notional amount of the credit default index or basket contract from the seller. When the Partnership purchases single-name, index and basket credit default swaps, the Partnership is exposed to counterparty nonperformance.

Upon selling credit default swap protection, the Partnership may expose itself to the risk of loss from related credit events specified in the contract. Credit spreads of the underlying together with the period of expiration is indicative of the likelihood of a credit event under the credit default swap contract and the Partnership’s risk of loss. Higher credit spreads and shorter expiration dates are indicative of a higher likelihood of a credit event resulting in the Partnership’s payment to the buyer of protection. Lower credit spreads and longer expiration dates would indicate the opposite and lowers the likelihood the Partnership needs to pay the buyer of protection. At December 31, 2013, there was no cash collateral received THIRD POINT OFFSHORE MASTER FUND L.P. NOTES TO FINANCIAL STATEMENTS FINANCIAL STATEMENTS 2013 27

7. Financial Instruments with Off-Balance Sheet Risk or Concentrations of Credit Risk (continued) specifically related to written credit default swaps as collateral is based on the net exposure associated with all derivative instruments subject to applicable netting agreements with counterparties and may not be specific to any individual derivative contract. The following table sets forth certain information related to the Partnership’s written credit derivatives as of December 31, 2013: Maximum Payout/Notional Amount Fair Value of Written (by period of expiration) Credit Derivatives2

5 years Credit or Greater Total Written Spreads on Expiring Credit Default Net Asset/ underlying 0-5 years Through 2046 Swaps1 Asset Liability (Liability) (basis points) $ $ $ $ $ $ Single name (0-250) 1,774,613 – 1,774,613 – 504,387 (504,387) Single name (251-500) 43,432,531 – 43,432,531 5,187,532 – 5,187,532 Index (0-250) – 2,239,787 2,239,787 – 1,077,376 (1,077,376) 45,207,144 2,239,787 47,446,931 5,187,532 1,581,763 3,605,769 1. As of December 31, 2013, the Partnership did not hold any offsetting buy protection credit derivatives with the same underlying reference obligation. 2. Fair value amounts of derivative contracts are shown on a gross basis prior to cash collateral or counterparty netting.

In addition to off-balance sheet risks related to specific financial instruments, the Partnership may be subject to concentration of credit risk with particular counterparties. Substantially all securities transactions of the Partnership are cleared by several major securities firms. The Partnership had substantially all such individual counterparty concentration with these brokers or their affiliates as of December 31, 2013. However, the Partnership reduces its credit risk with counterparties by entering into master netting agreements.

The Partnership’s maximum exposure to credit risk associated with counterparty nonperformance on derivative contracts is limited to the net unrealized gains by counterparty inherent in such contracts which are recognized in the statement of financial condition. At December 31, 2013, the Partnership’s maximum counterparty credit risk exposure was $121,501,918.

8. Derivative Contracts The Partnership enters into derivative contracts to manage credit risk, interest rate risk, currency exchange risk, and other exposure risks. The Partnership uses derivatives in connection with its risk-management activities to hedge certain risks and to gain exposure to certain investments. The utilization of derivative contracts also allows for an efficient means in which to trade certain asset classes. The derivatives that the Partnership invests in are primarily, forwards, options, swaps, swaptions and contracts for differences,. Typically, derivatives serve as a component of the Partnership’s investment strategy and are utilized primarily to structure the portfolio, or individual investments, to economically match the investment objective of the Partnership. Fair values of derivatives are determined by using quoted market prices and counterparty quotes when available; otherwise fair values are based on pricing models that consider the time value of money, volatility, and the current market and contractual prices of underlying financial instruments.

The following table identifies the volume and fair value amounts of derivative instruments included in unrealized gain/loss on derivative contracts on the statement of financial condition, categorized by primary underlying risk, as of December 31, 2013. Balances are presented on a gross basis, prior to the application of the impact of counterparty netting. THIRD POINT OFFSHORE MASTER FUND L.P. 28 FINANCIAL STATEMENTS 2013 NOTES TO FINANCIAL STATEMENTS

Notes to Financial Statements continued December 31, 2013

8. Derivative Contracts (continued) As of December 31, 2013 Listing currency1 Fair Value Notional Amounts2 $ $ Derivative Assets by Primary Underlying Risk Commodity Price Commodity Future Options – Purchased USD 1,145,880 55,127,450 Credit Credit Default Swaps – Protection Purchased USD 72,295,538 495,278,144 Credit Default Swaps – Protection Sold USD 5,187,532 43,432,532 Equity Price Contracts for Differences – Long Contracts CHF/EUR/GBP/USD 47,753,108 281,439,481 Contracts for Differences – Short Contracts NOK 449,198 12,349,683 Total Return Swaps – Long Contracts BRL/JPY/USD 48,383,972 794,166,702 Total Return Swaps – Short Contracts USD 207,585 7,184,256 Options contracts – Purchased BRL/EUR/USD 43,214,598 491,193,753 Foreign Currency Exchange Rates Foreign Currency Forward Contracts AUD/CAD/EUR/GBP/JPY/TRY 8,128,287 245,990,325 Foreign Currency Options – Purchased USD 25,523,199 1,097,877,701 Index Options contracts – Purchased EUR/JPY/USD 15,436,923 1,689,565,519 Interest Rates Bond Futures – Short Contracts JPY 927,133 178,367,091 Interest Rate Swaps EUR 1,061,706 1,237,480,624 Interest Rate Swaptions EUR/JPY/USD 5,928,114 249,929,214 Treasury Futures – Short Contracts USD 470,055 27,073,938 Total Derivative Assets 276,112,828 6,906,456,413

Derivative Liabilities by Primary Underlying Risk Commodity Price Commodity Future Options – Sold USD 660,179 158,640,275 Credit Credit Default Swaps – Protection Purchased EUR/USD 11,933,313 272,821,690 Credit Default Swaps – Protection Sold USD 1,581,763 4,014,400 Equity Price Contracts for Differences – Long Contracts EUR 5,252,756 66,469,740 Contracts for Differences – Short Contracts DKK 2,179,400 32,427,014 Total Return Swaps – Long Contracts BRL/USD 12,388,435 78,126,450 Total Return Swaps – Short Contracts USD 611,990 16,057,816 Options contracts – Sold EUR/JPY/USD 35,269,036 1,244,978,701 Foreign Currency Exchange Rates Foreign Currency Forward Contracts EUR/GBP 2,297,994 484,042,450 Foreign Currency Options – Sold USD 6,875,330 800,323,657 Index Index Futures – Short Contracts USD 1,919,113 36,285,084 Options contracts – Sold JPY/USD 8,883,893 3,005,132,683 Interest Rates Interest Rate Swaps EUR/USD 4,739,522 2,616,133,494 Interest Rate Swaptions JPY/USD 818,119 465,546,781 Total Derivative Liabilities 95,410,843 9,281,000,235 1. AUD = Australian Dollar, BRL = Brazilian Dollar, CAD = Canadian Dollar, CHF = Swiss Franc, DKK = Danish Krone, EUR = Euro, GBP = British Pound, JPY = Japanese Yen, NOK = Norwegian Krone, TRY = Turkish Lira, USD = US Dollar. 2. The absolute notional exposure represents the Partnership’s derivative activity as of December 31, 2013, which is representative of the volume of derivatives held during the year. THIRD POINT OFFSHORE MASTER FUND L.P. NOTES TO FINANCIAL STATEMENTS FINANCIAL STATEMENTS 2013 29

8. Derivative Contracts (continued) The following table sets forth by major risk type the Partnership realized and unrealized gains/(losses) related to trading activities for the year ended December 31, 2013 in accordance with ASC 815. These realized and unrealized gains/(losses) are included in the statement of income.

Realized Unrealized Gain/(Loss) Gain/(Loss) $ $ Primary Underlying Risk Commodity Price Commodity Futures – Short Contracts 2,391,762 (1,062,304) Commodity Future Options – Purchased 973,651 76,030 Commodity Future Options – Sold (215,892) 750,707 Options contracts – Purchased (785,007) 987,745 Credit Credit Default Swaps – Protection Purchased (18,903,209) (1,494,126) Credit Default Swaps – Protection Sold 11,374,945 4,663,601 Equity Price Contracts for Differences – Long Contracts 79,657,493 11,327,889 Contracts for Differences – Short Contracts 2,280,995 (1,574,404) Total Return Swaps – Long Contracts 71,875,462 36,221,509 Total Return Swaps – Short Contracts 7,712,587 (9,561,655) Options contracts – Purchased 9,380,692 17,984,531 Options contracts – Sold 12,656,279 3,424,172 Index Index Futures – Long Contracts (15,076,867) – Index Futures – Short Contracts 5,416,068 (1,919,113) Options contracts – Purchased (47,991,150) 7,083,634 Options contracts – Sold 51,217,567 (5,217,081) Interest Rates Bond Futures – Short Contracts (1,090,024) (448,213) Interest Rate Swaps 6,775,533 (2,125,056) Interest Rate Swaptions (15,015,381) 21,478,099 Treasury Futures – Short Contracts 5,080,468 (2,569,263) Treasury Futures – Long Contracts (750,798) – Foreign Currency Exchange Rates Foreign Currency Forward Contracts 37,610,822 (4,940,889) Foreign Currency Options – Purchased 30,641,557 6,884,443 Foreign Currency Options – Sold (20,893,646) (414,962) Options contracts – Purchased (467,863) 305,050 Total 213,856,044 79,860,344 The Partnership’s International Swaps and Derivatives Association (“ISDA”) agreements with its counterparties provide for various termination events including decline in NAV of the Partnership over a certain period, key man provisions, document delivery schedules, and Employment Retirement Income Security Act and bankruptcy provisions. Upon the triggering of a termination event, a counterparty may avail itself of various remedies including, though not limited to, waiver of the termination event, request for additional collateral, renegotiation of the ISDA agreement, or immediate settlement of positions. Exposure of all derivatives in a net liability position that are subject to ISDA agreement termination events were $8,277,339 as of December 31, 2013, for which the Partnership posted $217,499,797 of collateral. If a trigger event had occurred at December 31, 2013, for those derivative financial instruments in a net liability position, after the application of master-netting agreements, no additional amounts would be required to be posted by the Partnership since the aggregate fair value of the required collateral posted exceeded the settlement amounts of open derivative contracts. During the year ended December 31, 2013, the Partnership did not experience any trigger events. THIRD POINT OFFSHORE MASTER FUND L.P. 30 FINANCIAL STATEMENTS 2013 NOTES TO FINANCIAL STATEMENTS

Notes to Financial Statements continued December 31, 2013

8. Derivative Contracts (continued) The Partnership obtains/provides collateral from/to various counterparties for OTC derivative contracts in accordance with bilateral collateral agreements. The Partnership posted collateral in the form of cash (approximately $217.5 million) to certain counterparties to cover collateral requirements for open OTC derivatives. Similarly, the Fund held collateral (approximately $53.1 million) in the form of cash from certain counterparties as of December 31, 2013. The Partnership’s derivatives do not qualify as hedges for financial reporting purposes and are recorded in the statement of financial condition on a gross basis and not offset against any collateral pledged or received. Pursuant to the ISDA master agreements, securities lending agreements and other counterparty agreements, the Partnership and its counterparties typically have the ability to net certain payments owed to each other in specified circumstances. In addition, in the event a party to one of the ISDA master agreements, securities lending agreements or other derivatives agreements defaults, or a transaction is otherwise subject to termination, the non-defaulting party generally has the right to set off against payments owed to the defaulting party or collateral held by the non-defaulting party. The Partnership does not offset its derivative instruments and presents all amounts in the statement of financial condition on a gross basis. The Partnership has pledged cash collateral to counterparties to support the current value of amounts due to the counterparties based on the value of the underlying security. As of December 31, 2013, the gross and net amounts of derivative instruments and the cash collateral applicable to derivative instruments were as follows: Financial Assets, Derivative Assets and Collateral received by Counterparty: Gross Amounts not Offset in the Statement of Financial Condition Gross Amounts of Assets Presented in the Statement Financial Cash Collateral Net of Financial Condition Instruments Received Amount Counterparty $ $ $ $ Counterparty 1 4,657,410 4,657,410 – – Counterparty 2 9,710,759 5,081,502 – 4,629,257 Counterparty 3 78,060,356 11,486,947 – 66,573,409 Counterparty 4 10,022,612 7,920,992 – 2,101,620 Counterparty 5 19,700,849 6,113,740 – 13,587,109 Counterparty 6 64,897,574 2,345,324 49,195,866 13,356,384 Counterparty 7 4,408 4,408 – – Counterparty 8 24,334,488 4,042,891 – 20,291,597 Counterparty 9 1,327,361 1,327,361 – – Counterparty 10 3,053,438 – 2,590,312 463,126 Counterparty 11 1,192,637 – 1,192,637 – Counterparty 12 499,416 – – 499,416 Total 217,461,308 42,980,575 52,978,815 121,501,918

THIRD POINT OFFSHORE MASTER FUND L.P. NOTES TO FINANCIAL STATEMENTS FINANCIAL STATEMENTS 2013 31

8. Derivative Contracts (continued) Financial Liabilities, Derivative Liabilities and Collateral pledged by Counterparty: Gross Amounts not Offset in the Statement of Financial Condition Gross Amounts of Liabilities Presented in the Statement Financial Cash Collateral Net of Financial Condition Instruments Pledged Amount Counterparty $ $ $ $ Counterparty 1 4,661,492 4,657,410 4,082 – Counterparty 2 5,081,502 5,081,502 – – Counterparty 3 11,486,947 11,486,947 – – Counterparty 4 7,920,992 7,920,992 – – Counterparty 5 6,113,740 6,113,740 – – Counterparty 6 2,345,324 2,345,324 – – Counterparty 7 293,088 4,408 288,680 – Counterparty 8 4,042,891 4,042,891 – – Counterparty 9 3,946,966 1,327,361 2,619,605 – Counterparty 13 5,364,972 – – 5,364,972 Total 51,257,914 42,980,575 2,912,367 5,364,972

9. Indemnifications In the normal course of business, the Partnership enters into contracts that contain a variety of indemnifications and warranties. The Partnership’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Partnership that have not yet occurred. However, the Partnership has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote. Thus, no amounts have been accrued related to such indemnifications. The Partnership also indemnifies the General Partner, the Investment Manager and employees from and against any loss or expense, including, without limitation any judgment, settlement, legal fees and other costs. Any expenses related to this indemnification are reflected in administrative and professional fees in the statement of income.

10. Financial Highlights The following represents the ratios to average Feeder capital and total return information for the year ended December 31, 2013:

Ratios to average limited partners’ capital Total expenses 0.95% Incentive allocation 5.45% Total expenses and incentive allocation 6.40%

Net investment income 0.13%

THIRD POINT OFFSHORE MASTER FUND L.P. 32 FINANCIAL STATEMENTS 2013 NOTES TO FINANCIAL STATEMENTS

Notes to Financial Statements continued December 31, 2013

10. Financial Highlights (continued) The ratios above are calculated for the Feeder taken as a whole. The computation of such ratios based on the amount of expenses, incentive allocation, and net investment income assessed to each shareholder’s investment in the Feeder may vary from these ratios. The net investment income ratio does not reflect the effect of any incentive allocation.

Total return before incentive allocation 34.28% Incentive allocation (6.41%) Total return after incentive allocation 27.87%

Total return is calculated for the Feeder’s investment in the Partnership. Each shareholder’s return on their investment in the Feeder may vary from these returns.

11. Subsequent Events Subsequent to December 31, 2013, the Partnership received approximately $28.2 million in capital contributions and recorded capital withdrawal requests of approximately $110.4 million for the quarter ended March 31, 2014. Subsequent events were evaluated by the Partnership’s management until March 17, 2014, which is the date the financial statements were available to be issued.

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FIUNNAUANCIALDITED ST COATNDEMENENSETSD Year ended December 31, 2013 WithIN ReportTE RIof IndependentM FIN AuditorsANCIAL STATEMENTS Period Ended June 30, 2009