Longleaf Partners September 30, 2015 3Q15 Fund Commentary

Longleaf Partners Fund was down 19.78% in the third quarter, trailing the S&P 500 Index’s 6.44% decline. Year-to-date (YTD) declines were 23.02% for the Fund versus 5.29% for the index. Only three times in the history of the Fund has quarterly performance been down more. Historically, performance rebounded strongly. Since its inception, the Fund has outperformed the index.

Over the last three months, several of our companies’ stocks and working to re-franchise stores at attractive values. suffered from the broad fears that China’s slower economic growth would negatively impact parts of their underlying As one of our energy holdings, Murphy Oil, an exploration businesses, but our energy investments continued to be a and production company with a portfolio of global offshore primary driver of underperformance. Oil prices fell more than and onshore assets, was a primary performance detractor, 50% over the last year—something that has happened less down 41% in the quarter, with approximately half of the than 2% of the time in the last 115 years.1 impact coming from the equity we hold and the other half from the options. This happened despite beating estimates The portfolio’s largest contributor during the quarter, on production and operating cash flow (OCF) and raising , rose 17% on the back of strong operating results production estimates for the rest of the year. Murphy and an announced new corporate structure. The company’s management is focused on driving costs lower and shortening core search and display business demonstrated healthy, drill times while improving production efficiency to reduce accelerating organic revenue growth. The move to mobile capex to cash flow levels. Furthermore, after disappointing search is helping Google, rather than hurting it as some bears international drilling results in recent years, the company will had feared. YouTube is also performing well, as its average not invest in higher risk, higher cost wells at this time; instead, viewing session per user on a mobile device is over 40 minutes, management plans to focus rig commitments and to allocate up more than 50% year-over-year. Beginning in the fourth capital to higher return opportunities near lower-risk existing quarter, Alphabet Inc. will replace Google Inc. as the publicly- infrastructure where the company has had prior exploration traded entity. Google will become a wholly-owned subsidiary success. Murphy remains well capitalized with diverse cash of Alphabet, and all outstanding Google shares will convert flow sources and an investment grade rating. It also has into the same number of shares of Alphabet. This means the non-core pieces that could be monetized to unlock value. CEO company will report two segments—the search and YouTube Roger Jenkins continues to repurchase shares at the company core business and all other business lines. Management level and invest personally. believes the new structure will allow for more management scale and accountability as each Alphabet subsidiary will Wynn Resorts, the luxury gaming and hotel company with have its own CEO. , , and Ruth Porat properties in the United States and Macau, was down 45% will remain in their same roles as CEO and Co-Founder, Co- in the third quarter. Wynn Palace-Cotai is expected to open Founder, and . in March, and the company commenced site remediation for Wynn Everett-Boston, yet the stock price reflects no value Another top contributor in the Fund, McDonald’s stock gained for these assets before they generate revenues. While gross 5% in the quarter, demonstrating the resiliency we saw in 2008 gaming revenue continues to decline in Macau, bears are when it was one of two stocks with a positive return in the extrapolating poor results forward and ignoring the potential Dow Jones. Since taking the helm of the company, CEO Steve for Wynn to gain market share next year upon the opening Easterbrook has announced initial plans to reshape and turn of Palace. The company sells for roughly our appraisal of its around the business. Comparable store sales are showing Las Vegas properties plus its Boston concession, after net broad signs of improvement in key international markets such debt. The stock price implies almost no value for Macau, as Germany and China. On the capital allocation front, the even though the depressed market value of its 72% stake in company continued to repurchase shares at a strong pace (7% Wynn Macau (down YTD from HKD 21.85 to HKD 8.78) is worth annualized) and indicated that pace should continue. The around $50 per Wynn share. Even bear case analysts project company is also undergoing a review of its capital structure higher visitors and revenues in Macau over the next five years, but the uncertainty of the next 12 months translates into 1 Source: globalfinancialdata.com minimal value for Wynn’s Macau properties today.

Average Annual Total Returns (9/30/15): Since Inception (4/8/87): 9.96%, Ten Year: 2.81%, Five Year: 5.96%, One Year: -21.89% 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 investment return and principal value of an investment will fluctuate so that an investor’s 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 ratio for the Longleaf Partners Fund is 0.91%. The Funds’ expense ratio is subject to fee waiver to the extent normal annual operating expenses exceed 1.50% of average annual net assets. 2

CONSOL Energy fell 55% in the quarter after disappointing We bought two new positions in the Fund during the quarter. revenue and earnings on weaker-than-expected thermal coal Weakness in global agricultural markets provided an production and negative natural gas differentials versus the opportunity to purchase DuPont, a science-based company New York Mercantile Exchange. Management is adjusting to in agriculture, safety, high-performance materials, nutrition, lower commodity prices with cost controls and took steps to electronics & communications, and industrial bioscience. With recognize the value of CONSOL’s coal assets by offering shares in corn and soybean prices down significantly, less acreage is being the master limited partnership (MLP) CNX Coal, which generated planted worldwide. This lowers demand for DuPont Pioneer’s $200 million in proceeds. We filed a 13-D during the quarter to seeds and crop protection products that make up 50% of the discuss with third parties as well as management and the board value of the company. The company has spun off non-core units a potential monetization or separation of the valuable Marcellus and accelerated cost reductions. After quarter end, CEO Ellen and Utica gas assets. We believe these assets alone are worth Kullman resigned. Interim CEO and board member Ed Breen has demonstrably more than CONSOL’s total equity capitalization. a great track record rationalizing and realizing value of business They are unique, low cost reserves given the company’s fee segments in his prior jobs. ownership of many acres. CONSOL is exploring monetization paths for all of its assets, including thermal coal, metallurgical We also initiated a position via options in National Oilwell coal, pipelines, and the Baltimore port terminal. Varco, the leading global provider of equipment used in offshore and land drilling. Fear of a prolonged downturn in deep water One of the largest producers of natural gas, natural gas liquids, rig orders is more than accounted for in the current price and is and oil in the U.S., Chesapeake Energy declined 34% in the giving us an opportunity to invest in a high-quality franchise quarter. In line with our exposure, about 60% of the impact during a cyclical trough. The company holds a dominant market came from the options we own and the remainder from the position due to its scale, trusted brands, and large installed common equity. Concerns remain over the company’s liquidity base of equipment. Shareholders are benefitting from a 5% profile, but management made major strides to improve dividend yield while waiting for the rig building cycle to resume. realizations by successfully renegotiating two contracts with Additionally, CEO Clay Williams is a strong capital allocator pipeline operator Williams that reduces transportation costs. who we believe should continue to build value through share Additionally, on October 1 the company announced the renewal repurchases and acquisitions of distressed companies. of its $4 billion credit facility. Comparable asset sales in overlapping basins, such as Encana’s sale of Haynesville assets, As we found more discounted opportunities in the third quarter, further confirmed our appraisal of Chesapeake. The company’s we sold Franklin Resources and Vivendi. We hope to partner shares remain more heavily discounted than its peers, yet again with CEO Greg Johnson if Franklin Resources’ large CEO Doug Lawler is keenly focused on realizing value for and broad global distribution network becomes significantly shareholders even in this depressed energy price environment. undervalued again. French media company Vivendi returned 4% Further reducing costs, including the recently announced 15% since we purchased it in the third quarter last year. In that time, headcount reduction, coupled with asset divestitures, should Chairman Vincent Bolloré sold non-core businesses SFR and lead to a stock price more in line with intrinsic value, which we GVT and returned capital to shareholders via special dividends. appraise at twice the current price assuming the underlying commodity prices remain depressed. Despite our frustration over recent returns, we believe that the positive fundamentals of the companies we own will be Fiber and networking company Level 3 Communications reflected in their stock prices. The Fund has three categories declined 17% as concerns about near term top-line growth rates of companies that we see driving returns. Roughly 60% of the outweighed improvement in margins and free cash flow (FCF) portfolio is a collection of what we feel are industry leading generation. During the quarter, the company reported organic businesses that have the competitive strength and management revenue growth across North America and EMEA (Europe, leadership to compound value per share at a potentially high Middle East, and Africa) in line with expectations, while Latin rate. Based on our appraisals, as a group this category of America, which represents approximately 10% of consolidated holdings sells for below 65 cents on the dollar and, on average, revenue, had weaker growth mainly due to currency. The less than 12X after-tax free cash flow (real cash P/E). Prospects integration of tw telecom remains on track with synergy for these holdings’ value growth, especially as a diversified realizations ahead of schedule. Level 3 already has achieved basket, are greatly enhanced due to their combinations approximately $115 million of annualized run-rate EBITDA of pricing power and gross profit royalty status. Their synergies, and the company should achieve 70% or $140 million managements’ track records and ownership alignment suggest of its annualized synergy target by the end of the first quarter strongly that these steadily growing free cash flow streams of 2016. FCF growth at Level 3 is ramping up and, we believe, should be reinvested to build even more corporate value. marching toward explosive FCF growth on a per share basis in the next few years as a result of the business’ strong incremental In our opinion, this group includes the best global digital margins, the aforementioned tw telecom synergies, and fiber network in Level 3 Communications, the highest-quality continued debt reduction and refinancing. During the quarter, global conglomerate in CK Hutchison, the world’s number major bond rating agencies upgraded approximately $11 billion one insurance and risk broker in Aon, the world’s largest and of the company’s rated debt and credit commitments, further superior search engine in Google, the world’s best delivery proof of Level 3’s improving business and financial profile. network in FedEx, the best U.S. cable channel company with HGTV and Food Network (via Scripps Networks), the world’s most compelling real estate company in Cheung Kong Property, Although we cannot predict short-term prices, we believe the the world’s best casino developer and operator in Wynn, and the Partners Fund has reached an attractive level for long-term most dominant worldwide cement oligopolist in LafargeHolcim. investors to add capital. The Fund’s price-to-value (P/V) ratio These companies are among those that offer a combination of is in the low-60s%, and the sharp uptick in global market competitive advantages, business safety, balance sheet strength, volatility, which has now reached its highest level since 2011, and glaring undervaluation that gets lost in the focus on the few has been a precursor to strong Fund returns in the past. While names that have hurt recent results. As the largest portion of the a useful data point, this historic performance is not the basis for Fund, however, it is this group of holdings that we look to as the our confidence in returns going forward. The competitiveness primary long-term driver of potential future outperformance. of our businesses, our extremely capable management partners, and the attractive margin of safety in our companies’ stock The second category of holdings includes companies being prices make us highly confident that the companies we own can led through transitions by strong partners who are focused on perform well and reward your patience and ours. growing and unlocking values by highlighting their competitive business segments and/or reinvesting substantial cash in high- See following page for important disclosures. return opportunities. McDonald’s has discussed capitalizing on its increasingly valuable real estate and becoming a fee company; in our view, CNH Industrial should eventually become a pure-play agricultural equipment company, second only to Deere; Philips is heading toward becoming a leading healthcare company; and DuPont has multiple ways to refocus and improve. This group comprises about one-quarter of the portfolio and we feel should drive performance when the gap between price and value closes as our management partners lead these transitions.

The third category contains our energy holdings which, as a bucket, are down over 60% year-to-date (YTD), constituting a bona fide crash rather than a mere bear market. The momentum-driven heavy selling and shorting of this “crash bucket” has gotten so out of hand that we feel the companies’ recovery is a large part of our significant potential future return. Even though qualitatively Wynn is in the first category above, its severe undervaluation positions it similarly to our energy investments for a big near-term recovery. To be clear, we do not think these stocks will do well simply because they are down. We believe their long-term fundamentals under the stewardship of their capable leaders should drive prices as contrasted to the short-term perceptions. In the case of our energy holdings, we are not reliant on an energy rebound to move the stocks higher, as our appraisals are over twice the current stock levels based on current depressed commodity futures pricing. Should oil and gas prices move back to their much higher marginal cost of production, the values of these stocks would be materially more. These energy holdings represent less than 10% of the Fund, and while we put them in their own group, they share many of the same compelling attributes described in the second category above. 4

Before investing in any Longleaf Partners Fund, you should carefully consider the Fund’s 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 Fund is 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 Fund generally invests 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 Fund may be more volatile than those of larger companies.

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. 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 Southeastern’s 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.

A master limited partnership (MLP) is, generally, a limited partnership that is publicly traded on a securities exchange.

EBITDA is a company’s earnings before interest, taxes, depreciation and amortization.

Free Cash Flow (FCF) is a measure of a company’s ability to generate the cash flow necessary to maintain operations. Generally, it is calculated as operating cash flow minus capital expenditures.

Price / Earnings (P/E) is the ratio of a company’s share price compared to its earnings per share.

Dividend yield is a stock’s dividend as a percentage of the stock price. Derivatives may involve certain costs and risks such as liquidity, interest rate, market, credit, management, and the risk that a position could not be closed when most advantageous. Investing in derivatives could lose more than the amount invested.

As of September 30 2015, the holdings discussed represented the following percentages of the Longleaf Partners Fund: Level 3, 11.9%; CK Hutchison, 8.6%; Aon, 7.5%; Google, 6.4%; FedEx, 6.4%; McDonald’s, 5.5%; Loews, 5.1%, Cheung Kong Property, 5.0%; CNH, 5.0%, Philips, 4.9%, Wynn Resorts, 4.9%, DuPont, 4.2%, LafargeHolcim, 4.2%, National Oilwell, 0.0% (held via derivative, 3.2% adjusted for close of options and purchase of underlying stock), CONSOL, 2.7%, Murphy Oil, -0.7% (held via derivative, 1.8% adjusted for close of options and purchase of underlying stock) Chesapeake, 0.4% (held partly via derivative, 5.0% adjusted for close of options and purchase of underlying stock). 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.

LLP000364 Expires 1/31/16