To Longleaf Shareholders

The third quarter was marked by global unrest and uncertainty, which prompted more stock price
volatility across world markets and weighed on some of our names. Macro pressures included lower
energy prices, a stronger U.S. dollar, a weak European economy, slower growth in China, and heightened
geopolitical turmoil in Russia, Ukraine, the Middle East, and very recently, Hong Kong. These pressures
impacted prices at some of our holdings, resulting in third quarter returns that were negative and,
with the exception of the Small-Cap Fund, trailed the benchmark indices. However, the global stress
also created buying opportunities as more companies on our on-deck list met our criteria for buying
businesses at deep discounts to their intrinsic values. As a result, new opportunities improved our long-
term performance prospects by reducing cash and improving the price-to-value (P/V) in all four Longleaf
Funds.
Cumulative Returns at September 30, 2014
Since
Inception 20 Year 15 Year Ten Year Five Year One Year YTD 3Q
Partners Fund (Inception 4/8/87) 1814.37% 571.80% 204.27% 85.99% 91.14% 13.48% 3.41% -3.43%
S&P 500 Index 1160.96 523.88 104.15 118.05 107.30 19.73 8.34 1.13
Small-Cap Fund (Inception 2/21/89) 1494.45 993.98 375.30 180.86 132.40 14.47 8.35 -0.82
Russell 2000 Index 916.77 463.04 214.03 119.66 94.96 3.93 -4.41 -7.36
International Fund (Inception 10/26/98) 257.63 na 162.91 58.34 30.35 -2.46 -8.75 -10.25
MSCI EAFE Index 109.67 na 76.80 84.52 37.41 4.25 -1.38 -5.88
Global Fund (Inception 12/27/12) 24.80 na na na na 6.12 -2.80 -7.62
MSCI World Index 31.83 na na na na 12.20 3.89 -2.16
Average Annual Returns at September 30, 2014
Since
Inception 20 Year 15 Year Ten Year Five Year One Year
Partners Fund (Inception 4/8/87) 11.34% 9.99% 7.70% 6.40% 13.83% 13.48%
S&P 500 Index 9.65 9.59 4.87 8.11 15.70 19.73
Small-Cap Fund (Inception 2/21/89) 11.42 12.71 10.95 10.88 18.37 14.47
Russell 2000 Index 9.48 9.03 7.93 8.19 14.29 3.93
International Fund (Inception 10/26/98) 8.33 na 6.66 4.70 5.44 -2.46
MSCI EAFE Index 4.76 na 3.87 6.32 6.56 4.25
Global Fund (Inception 12/27/12) 13.42 na na na na 6.12
MSCI World Index 17.04 na na na na 12.20
During the inception year, the S&P 500 and the EAFE Index were available only at month-end; therefore the S&P 500 value at 3/31/87 and
the EAFE value at 10/31/98 were used to calculate performance since inception.
Returns reflect reinvested capital gains and dividends but not the deduction of taxes an investor would pay on distributions or share
redemptions. Performance data quoted represents past performance; past performance does not guarantee future results. The invest-
ment return and principal value of an investment will fluctuate so that an investors shares, when redeemed, may be worth more or less
than their original cost. Current performance of the fund may be lower or higher than the performance quoted. Performance data current
to the most recent month end may be obtained by visiting longleafpartners.com
The total expense ratios for the Longleaf Partners Funds are: Longleaf Partners Fund 0.92%, Longleaf Small-Cap Fund 0.91%,
Longleaf Partners International Fund 1.27%, and Longleaf Partners Global Fund 1.73% (as per the Prospectus dated 5/1/14). The
Longleaf Partners Global Fund total expense ratio at 6/30/14 (per the semi-annual report) is 1.58%. The Funds expense ratios are
subject to fee waiver to the extent a Funds normal annual operating expenses exceed the following percentages of average annual
net assets: Partners Fund 1.5%, Small-Cap Fund 1.5%, International Fund 1.75%, and Global Fund 1.65%.
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Across the Funds, the primary performance
detractors were our U.S. energy holdings and several
companies with challenges in specic emerging
markets. In spite of the negative impact on our
third quarter returns, we continue to have strong
conviction in the intrinsic worth and quality of these
positions for several reasons. First, our conservative
assumptions already embedded the lower forecasts
that the market was just digesting. Second, macro-
driven pressures that hurt broad industries did not
impact the prospects for our specic holdings our
appraisals are not necessarily correlated to the
macro factors currently undermining stock prices.
Third, those company-specic challenges that
emerged were temporary or focused in business
areas that were minor parts of our appraisals.
Not only did those companies under the most price
pressure meet our operating expectations, but their
upside prospects increased due in large part to the
actions of our CEO partners. To provide insight into
these positions and why we continue to have long-
term conviction in their potential to outperform, we
discuss them below.
In the U.S.
The worst performing sector in the S&P 500 and
MSCI World Indices was energy, down 9.1% and
9.5% respectively. With the unusually cool summer,
natural gas prices fell 7%, crude 13%, and coal
13%. Within the sector, exploration and production
companies (E&Ps) such as Chesapeake and
Murphy, as well as coal stocks, including CONSOL,
sufered more than the average, which was helped
by subgroups such as rening and storage and
transportation. While lower energy prices rather
than company-specic disappointments in our
energy names drove declines, they did not impact
our appraisals of these three companies because
our models already incorporated lower commodity
prices based on the futures curve pricing and the
marginal cost of production in our various plays.
Higher commodity prices would likely lift their
stocks, but these three companies do not require
a rise in energy prices for intrinsic values to be
recognized. At Chesapeake, CEO Doug Lawler is
continuing to drive value recognition in ways he
can control selling non-core assets at reasonable
prices, reducing debt, and increasing operating
efciencies in both corporate and production
activity. He is building additional upside with $2-3
billion of annual discretionary capital spending that
management projects should deliver strong returns
on capital, even without higher commodity prices.
Neither is Murphys CEO, Roger Jenkins, relying on
higher commodity prices for value recognition. The
company is selling its UK downstream assets and
announced the sale of 30% of its Malaysian assets
at a price above our appraisal. Moreover, Jenkins
built value by repurchasing shares as they became
more discounted, a move he properly viewed as
buying their proven barrels of oil for much less
than it would cost to drill new wells or buy other
plays. CONSOL is more than its category of coal
and consumable fuels. In fact, management
has been selling coal assets, and more than half
of our appraisal is attributable to gas reserves in
the Marcellus and Utica shale plays. To monetize
production value in the recent quarter, Executive
Chairman Brett Harvey and CEO Nick Deluliis
successfully IPOd a midstream Master Limited
Partnership (MLP) at metrics above both our
appraisal and the projected price. The companys
variety of assets, including the Baltimore port
terminal, provide multiple options for gaining value
recognition without reliance on commodity price
increases.
Outside the U.S.
At least one of three signicant performance
detractors outside of the U.S. impacted the Small-
Cap, International, and Global Funds. In spite
of their stock declines, these companies met our
underlying business expectations during the
quarter. They are diverse businesses but faced
various emerging market uncertainties in addition
to currency pressures and company-specic
issues. In each case, management is taking the
initiative to overcome current market perceptions
through discounted buybacks, productive capital
investments, and/or value accretive transactions.
Melco International, the Macau gaming company
held in the International and Global Funds, fell
alongside all Macau gaming stocks. A meaningful
drop in VIP visitors has led to lower revenues. The
causes include Chinas crackdown on corruption
causing wealthier people to keep a lower prole
away from Macau, slower Chinese economic growth
hurting property sales that boosted gambler credit,
and liquidity challenges faced by junket operators
who organize VIP visits and extend credit to them.
Other pressures impacting the stocks are difcult to
quantify, such as tighter transit visa requirements,
wage ination and labor unrest, UnionPay credit
card restrictions, and a smoking ban starting in
October. The negative news ow did not impact
our conviction in Melco. Our appraisal already
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incorporated lower growth in both VIP and mass
revenues than most sell-side analysts had previously
assumed for the year. Over 80% of Melcos EBITDA
(earnings before interest, taxes, depreciation and
amortization) comes from the non-VIP segment
that is still growing gross gaming revenue at 15%.
This important mass market has margins several
times higher than the margins on VIPs whose
revenues are split with junket operators. 100%
hotel occupancy also has limited growth this year,
but planned new hotels should increase visitation
over the next few years as should the new Hong
KongMacau bridge that will allow passengers at
the Hong Kong airport to arrive in Macau in half
an hour. Melco has a near-term supply advantage
with its Studio City casino and hotel opening in Q3
2015. Despite analyst downgrades on Macau gaming
stocks, Melco is estimated to have high EBITDA
growth in 2015 and 2016. The company began
repurchasing shares in Melco Crown in September,
and our partner, CEO Lawrence Ho, has bought more
stock personally in the last two quarters.
OCI, owned by Longleaf Small-Cap, International,
and Global, consists of a legacy construction
business and the much larger nitrogen fertilizer
business. Natural gas is the primary component
in nitrogen fertilizer production, and during
the quarter, gas supply interruptions impacted
production at OCIs two Egyptian plants. Although
the stock declined, our appraisal held steady, as it
already incorporated 50% Egyptian utilization for
2014, and because OCIs other plants around the
world are operating at or near full capacity with low
cost gas and higher prices for Ammonia and Urea,
two primary outputs. The long-term case for OCI
remains compelling as the company is the low cost
industry leader in nitrogen fertilizer, essential for
world food production. In the next 1218 months
the company will have higher production and lower
capex with the opening of a greeneld plant in
Iowa and the completion of the Beaumont, Texas
extension. The company is also building the largest
methanol plant in the country in Texas. CEO Nassef
Sawiris has built and monetized substantial value
historically; specically, he has added enormous
value for Southeasterns clients and our partners
in the Longleaf Funds through his work at Texas
Industries and Lafarge. Most recently, he announced
that in early 2015 OCI will separate the fertilizer and
construction businesses to remove the conglomerate
discount in the stock price.
Weak emerging market results, due in part to
currency moves, pressured the price of cement
maker Lafarge, held in the International and
Global Funds. Additionally, the stock pulled back
following its initial surge after the announcement
of the Holcim merger. The companys geographic
diversity and our already conservative growth
assumptions helped our appraisal remain steady.
Slower volume growth in a few markets, such
as Latin America, Western Europe, and Eastern
Europe, was ofset by solid demand in North
America, Asia, and the U.K. as well as strong pricing
in most markets. The planned merger with Holcim
should be completed in 2015, providing upside
opportunity through over 1 billion in cost savings
and synergies. CEO Bruno Lafont has enhanced the
companys value by divesting a number of plants
at attractive prices as he moves to meet anticipated
antitrust requirements.
Opportunity Set
A number of our stocks appreciated in the quarter,
but none reached our full appraisal, as values also
grew. Several of our largest positive contributors
in the quarter, such as FedEx in the Partners Fund
and formerly in the Global Fund, and Vopak in
the International and Global Funds, only recently
were in a similar boat to our current detractors
facing stock price pressures that did not impact our
appraisals. We often nd opportunity when short-
term uncertainty, either specic to a single area of a
company or about macro trends, prices a stock at a
discount to its intrinsic worth based on longer term
free cash ow.
This time horizon arbitrage created by many of the
pressures previously mentioned helped us nd
new qualiers in all four Funds in the quarter. We
made headway in reducing the cash levels, using
our liquidity for several new purchases. In the
International and Global Funds where cash was
more limited, we replaced existing holdings with
more attractive, new opportunities. Overall, prices
remain more compelling outside of the U.S., due to
more disruptions and broader uncertainty. This
geographic discrepancy is evident in our on-deck
lists, our lower-than-normal U.S. weight in the
Global Fund portfolio, and the cash levels and P/V
diferences in the Partners and Small-Cap Funds
relative to the International and Global Funds.
Outlook
While our third quarter results were disappointing,
we used the markets volatility to enhance our
prospective returns by deploying cash and
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selectively trading out more fully valued existing positions
for attractive new opportunities. The stock declines that hurt
our performance were not indicative of underlying threats to
the investment cases. As we review each company we own,
operating results are on track versus our expectations. Our
appraisal values are stable or growing. We expect those values
to increase and believe that, over time, prices will rise to meet
those values like we are beginning to see at some of our stronger
performers.

Our management teams continue to hasten value recognition
using the levers at their disposal, such as discounted share
buybacks, splitting out business segments, and selling assets at
attractive prices. We are engaged in productive conversations
with our management partners about ways to close the price-
to-value gaps while this window of opportunity lasts. Buyers
have access to particularly cheap capital and will pay high
multiples for yield, tax benets, and long-term control of
natural resources. We have been pleased with how many of
our companies have been focusing on their core businesses
and monetizing assets at attractive prices. Given our capable
partners, we expect to see additional value creative capital
allocation decision making that will further enhance our
appraisals and ultimate returns.
Sincerely,
Sincerely,
O. Mason Hawkins, CFA
Chairman & Chief Executive Ofcer
Southeastern Asset Management, Inc.
G. Staley Cates, CFA
President & Chief Investment Ofcer
Southeastern Asset Management, Inc.
October 8, 2014
See following page for important disclosures.
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Before investing in any Longleaf Partners fund, you should carefully consider the Funds investment objectives, risks, charges,
and expenses. For a current Prospectus and Summary Prospectus, which contain this and other important information, visit
longleafpartners.com. Please read the Prospectus and Summary Prospectus carefully before investing.
RISKS
The Longleaf Partners Funds are subject to stock market risk, meaning stocks in the Fund may fluctuate in response to developments at
individual companies or due to general market and economic conditions. Also, because the Funds generally invest in 15 to 25 companies,
share value could fluctuate more than if a greater number of securities were held. Mid-cap stocks held by the Funds may be more volatile
than those of larger companies. With respect to the Small-Cap Fund, smaller company stocks may be more volatile with less financial
resources than those of larger companies. With respect to the International and Global Funds, investing in non-U.S. securities may
entail risk due to non-US economic and political developments, exposure to non-US currencies, and different accounting and financial
standards. These risks may be higher when investing in emerging markets.
The S&P 500 Index is an index of 500 stocks chosen for market size, liquidity and industry grouping, among other factors. The S&P
is designed to be a leading indicator of U.S. equities and is meant to reflect the risk/return characteristics of the large cap universe.
The Russell 2000 Index measures the performance of the 2,000 smallest companies in the Russell 3,000 Index, which represents
approximately 10% of the total market capitalization of the Russell 3000 Index. MSCI EAFE Index (Europe, Australasia, Far East) is a broad
based, unmanaged equity market index designed to measure the equity market performance of 22 developed markets, excluding the US
& Canada. MSCI World Index is a broad-based, unmanaged equity market index designed to measure the equity market performance of
24 developed markets, including the United States. An index cannot be invested in directly.
P/V (price to value) is a calculation that compares the prices of the stocks in a portfolio to Southeasterns appraisal of their intrinsic
values. The ratio represents a single data point about a Fund and should not be construed as something more. P/V does not guarantee
future results, and we caution investors not to give this calculation undue weight.
As of September 30, 2014, the holdings discussed represented the following percentages of the Funds: Chesapeake Energy, 6.0%
Longleaf Partners Fund, 4.4% Longleaf Partners Global Fund; Murphy Oil, 3.7% Longleaf Partners Fund, 2.0% Longleaf Partners Global
Fund; CONSOL, 5.5%, Longleaf Partners Fund; Melco, 6.6% Longleaf Partners International Fund, 6.4% Longleaf Partners Global Fund;
OCI, 4.8% Longleaf Partners Small-Cap Fund, 4.5% Longleaf Partners International Fund, 4.3% Longleaf Partners Global Fund; Lafarge,
7.2% Longleaf Partners International Fund, 4.3% Longleaf Partners Global Fund; FedEx, 6.2% Longleaf Partners Fund; Vopak, 4.1%
Longleaf Partners International Fund, 3.3% Longleaf Partners Global Fund. Fund holdings are subject to change and holding discussions
are not recommendations to buy or sell any security. Current and future holdings are subject to risk.
Funds distributed by ALPS Distributors, Inc.
LLP000187
January 15,2014