Pershing Square USA ^{Withdrawn, NYSE: PSUS}

Pershing Square USA is a newly-organized, non-diversified, closed-end investment company registered under the 1940 Act. As a newly organized entity, the Company has a limited operating history and no investing history or history of public trading. Pershing Square Capital Management serves as the Manager and is responsible for the management of the Company. The Manager has chosen to operate its investment strategy in a 1940 Act registered closed-end investment company because it believes that this corporate structure offers investment flexibility for the Manager to implement its strategy and provides tax efficiency, as companies that qualify as RICs under Subchapter M of the Code generally will not be subject to U.S. federal income tax. The Company’s investment objective is to preserve capital and seek maximum, long-term capital appreciation and growth in intrinsic value per share commensurate with reasonable risk, where risk is defined as the probability of permanent loss of capital, rather than price volatility. The Company seeks to achieve its investment objective by acquiring and holding large minority (and occasionally controlling) positions in 12 to 15 large-capitalization, investment grade, free-cash-flow-generative, North American, durable growth companies that it seeks to acquire at discounts to its estimate of their intrinsic value, and by hedging macroeconomic and other risks.