SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Initial Filing
CenturyLink, Inc.
________________________________________________________
(Name of Issuer)
Common Stock
_______________________________________________________
(Title of Class and Securities)
156700106
_______________________________________________________
(CUSIP Number of Class of Securities)
O. Mason Hawkins
Chairman of the Board
and
Andrew R. McCarroll
General Counsel
Southeastern Asset Management, Inc.
6410 Poplar Avenue, Suite 900
Memphis, TN 38119
(901) 761-2474
___________________________________________________________
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 14, 2019
___________________________________________
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
Schedule because of Sections 240.13d-1(e), 240.13d-1(f), or 240.13d-1(g), check
the following box: [X]
CUSIP No. 156700106 13D
_____________________________________________________________________________
(1) NAMES OF REPORTING PERSONS
Southeastern Asset Management, Inc. I.D. No. 62-0951781
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) X
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS
00: Funds of investment advisory clients
_____________________________________________________________________________
(5) CHECK BOX IF DISCOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Tennessee
_____________________________________________________________________________
:(7) SOLE VOTING POWER
: (Discretionary Accounts)
NUMBER OF SHARES BENEFICIALLY : 23,527,706 shares
OWNED BY EACH REPORTING PERSON __________________________________________
WITH :(8) SHARED OR NO VOTING POWER
: 40,347,155 shares (Shared)
: 3,528,318 shares (No Vote)
__________________________________________
:(9) SOLE DISPOSITIVE POWER
(Discretionary Accounts)
: 32,870,809 shares
__________________________________________
:(10) SHARED DISPOSITIVE POWER
: 34,532,370 shares (Shared)
: 0 shares (None)
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
67,403,179 shares
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
6.2 %
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON
IA
_____________________________________________________________________________
CUSIP No. 156700106 13D
_____________________________________________________________________________
(1) NAMES OF REPORTING PERSONS
O. Mason Hawkins I.D. No. XXX-XX-XXXX
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) X
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS
00: None
_____________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Citizen of United States
_____________________________________________________________________________
:(7) SOLE VOTING POWER
: (Discretionary Accounts)
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING PERSON __________________________________________
WITH :(8) SHARED VOTING POWER
: None
__________________________________________
:(9) SOLE DISPOSITIVE POWER
: None
__________________________________________
:(10) SHARED DISPOSITIVE POWER
: None
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None (See Item 3)
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.0 %
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON
IN
_____________________________________________________________________________
Item 1. Security and Issuer
The class of equity security to which this statement on Schedule 13D
relates is the Common Stock (the "Securities") of CenturyLink, Inc., a
Louisiana corporation (the "Issuer" or the "Company"). The Issuer has its
principal executive offices located at 100 CenturyLink Drive, Monroe,
Louisiana 71203.
Item 2. Identity and Background
Subparagraphs (a), (b), and (c). This statement is being filed by
Southeastern Asset Management, Inc. ("Southeastern"), an investment advisor
registered with the Securities & Exchange Commission under the Investment
Advisers Act of 1940, as amended. The address of its principal office is
6410 Poplar Avenue, Suite 900, Memphis, Tennessee 38119. Southeastern serves
as an investment advisor to various individual clients, institutions
including qualified retirement plans), endowment funds and to Longleaf
Partners Fund, Longleaf Partners Small-Cap Fund, and Longleaf Partners
Global Fund, series of Longleaf Partners Funds Trust, a registered investment
company organized as a Massachusetts business trust and having four series or
portfolios. Longleaf Partners Fund, Longleaf Partners Small-Cap Fund, and
Longleaf Partners Global Fund may be reached c/o Southeastern Asset
Management, Inc., 6410 Poplar Avenue, Suite 900, Memphis, Tennessee 38119.
The Securities of the Issuer reported in Item 5 herein were acquired
on behalf of the investment advisory clients of Southeastern Asset Management,
Inc., including the Longleaf Partners Funds under sole or shared discretionary
authority granted Southeastern. None of the Securities are owned by or on
behalf of Southeastern or by any of its directors or officers, or any Trustees
or officers of Longleaf.
This statement is also being filed by Mr. O. Mason Hawkins, Chairman of
the Board of Southeastern, in the event he could be deemed to be an indirect
beneficial owner of the Securities reported by Southeastern through the
exercise of voting control and/or dispositive power over the Securities as the
result of his official positions or ownership of voting securities of
Southeastern. Neither Southeastern nor Mr. Hawkins owns any Securities for
its or his own account and each disclaims beneficial interest in any of the
Securities reported herein.
(d) During the last five years, neither Southeastern nor the Longleaf
Partners Funds, nor Mr. Hawkins has been convicted in any criminal proceeding.
(e) During the last five years, neither Southeastern nor the
Longleaf Partners Funds, nor Mr. Hawkins has been a party to any civil or
administrative proceeding involving any alleged violations of any securities
laws.
(f) Southeastern is a corporation organized and existing under the
laws of the State of Tennessee; Longleaf Partners Funds Trust, of which the
Longleaf Partners Funds are a series, is a Massachusetts business
trust. Mr. Hawkins is a citizen of the United States. The names, business
addresses, and principal occupations of each director and executive officer
of Southeastern, and each Trustee of the Longleaf Partners Funds are set
forth in Schedule I.
Item 3. Source and Amount of Funds or Other Consideration
The respective investment advisory clients of Southeastern used
approximately $1,086,659,813 in the aggregate to purchase the Securities
reported in this filing. All assets used to purchase Securities were assets
of these respective clients and none were assets of Southeastern. In addition,
none of the proceeds used to purchase the Securities were provided through
borrowings of any nature.
Item 4. Purpose of Transaction
The Securities reported in this filing have been purchased and held
for investment purposes on behalf of client accounts over which Southeastern
has either sole or shared discretionary investment or voting power.
Southeastern may purchase additional Securities on behalf of clients in the
future, or may sell all or a part of the current holdings of the Securities.
Southeastern is engaged in the business of investment management of
its clients' assets and pursues an investment philosophy of identifying
undervalued situations and acquiring positions in undervalued companies on
behalf of its clients. In pursuing this investment philosophy, Southeastern
analyzes the operations, capital structure and markets of companies in which
its clients invest and continuously monitors the business operations of such
companies through analysis of financial statements and other public documents,
through discussions with knowledgeable industry observers, and with management
of such companies, often at management's invitation.
Southeastern qualifies as an institution which may elect to file
securities ownership reports required by the Securities Exchange Act of 1934 on
Schedule 13G and, as a routine matter, Southeastern utilizes Schedule 13G for
its reporting of the ownership positions held by its investment advisory
clients. As a result of investment analysis or the occurrence of events,
Southeastern may desire to participate in discussions with the particular
portfolio company's management or with third parties about significant matters
in which Southeastern may suggest possible courses of action to assist in
building corporate intrinsic value per share or to cause the Company's true
economic value to be recognized. In such situations, Southeastern may elect to
convert a filing on Schedule 13G to a filing on Schedule 13D in order to be
more active in corporate governance and management matters, and to have the
ability to enter into discussions with third parties concerning proposed
corporate transactions of a significant nature.
In this situation Southeastern is switching from a filing on Schedule
13G to 13D as we have more direct conversations with the Company about adding
directors to the board. Southeastern believes that the dividend cut was not the
best way to address balance sheet concerns, so will seek to add directors who
not only bring fiber and network expertise but who also have deep financial
expertise.
Southeastern believes that the Company's fiber assets are extremely
undervalued in the stock market, especially considering the metrics which
entities such as infrastructure funds and cable companies have paid in recent
private transactions for fiber assets. Therefore Southeastern intends to talk
to such infrastructure funds, to cable companies, and to any other verticals
who are heavy users of fiber networks but may want to own such networks or
parts of them.
In light of such private market interest, we believe the preferred way
to improve the balance sheet should be through asset sales. Southeastern seeks
to add directors who will bring expertise to such discussions. If asset sales
are more likely in the intermediate term than the short-term, then Southeastern
believes that separate target stocks should be considered for the fiber network
business and for the Consumer business. Such target stocks, or tracking stocks,
would highlight the value in the two disparate parts of CenturyLink, would
provide a path towards eventual actual separation of these segments, and would
add capital allocation flexibility for the Company.
Southeastern is very supportive of Jeff Storey and his team
operationally, and only seeks to affect and improve the Company's capital
allocation decision making.
We may from time to time and at any time in the future, depending on
various factors, take such actions with respect to our investment in the
Securities as we deem appropriate at the time including, but are not limited
to: (i) acquiring additional Securities and/or other equity, debt, notes, other
securities, including but not limited to derivative or other instruments that
are based upon or relate to the value of the Securities in the open market,
through private transactions or otherwise; (ii) disposing of any or all of the
Securities in the open market, through private transactions or otherwise; (iii)
entering into agreements or understandings with other shareholders or
stakeholders of CenturyLink with respect to the voting, holding and/or
disposition of Securities; or (iv) proposing or considering any one or more of
the actions described in subsections (a) through (j) of Item 4 of Schedule
13D. To obtain the flexibility to discuss various alternatives, including any
of the actions or transactions enumerated in clauses a through j of Item 4 of
Schedule 13D, with the Issuer's management or with third parties, Southeastern
is converting its ownership filing on Schedule 13G to a filing on Schedule 13D.
Item 5. Interest In Securities Of The Issuer
(a) The aggregate number and percentage of Securities to which this
Schedule 13D relates is 67,403,179 shares of the common stock of the Issuer,
constituting approximately 6.2% of the 1,080,659,270 shares outstanding.
Common % of outstanding
Shares Common Shares
Held
___________________________________________________________________
Voting Authority
Sole: 23,527,706 2.2%
Shared: 40,347,155* 3.7%
None: 3,528,318 0.3%
Total 67,403,179 6.2%
*Consists of shares owned by Longleaf Partners Fund, Longleaf Partners
Small-Cap Fund, and Longleaf Partners Global Fund, series of Longleaf
Partners Funds Trust, an open-end management investment company registered
under the Investment Company Act of 1940, and other advisory clients.
Dispositive Authority
Sole: 32,870,809 3.0%
Shared: 34,532,370* 3.2%
None: 0 0.0%
Total 67,403,179 6.2%
*Consists of shares owned by Longleaf Partners Fund, Longleaf Partners
Small-Cap Fund, and Longleaf Partners Global Fund a series of Longleaf
Partners Funds Trust, an open-end management investment company registered
under the Investment Company Act of 1940, and other advisory clients.
(b) Southeastern generally has the sole power to dispose of or to
direct the disposition of the Securities held for discretionary accounts of its
investment clients, and may be granted the sole power to vote or direct the
vote of such Securities; such powers may be retained by or shared with the
respective clients for shared or non-discretionary accounts. Shares held by
any Series of Longleaf Partners Funds Trust are reported in the "shared"
category.
(c) Purchase or sale transactions in the Securities during the past
sixty days are disclosed on Schedule II.
(d) The investment advisory clients of Southeastern have the sole
right to receive and, subject to notice, to withdraw the proceeds from the sale
of the Securities, and the sole power to direct the receipt of dividends from
any of the Securities held for their respective accounts. Such clients may
also terminate the investment advisory agreements without penalty upon
appropriate notice. Southeastern does not have an economic interest in any of
the Securities reported herein.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
The powers of disposition with respect to Securities owned by
discretionary private accounts of Southeastern are established in written
investment advisory agreements between clients and Southeastern, which are
entered into in the normal and usual course of the business of Southeastern
as a registered investment advisor and which are generally applicable to
all securities purchased for the benefit of each such discretionary private
account. There are no special or different agreements relating to the
Securities of the Issuer.
The written investment advisory agreements with clients generally
do not contain provisions relating to borrowing of funds to finance the
acquisition of the Securities, acquisition of control, transfer of
securities, joint ventures, or any of the other transactions listed in
the instructions to Item 6 of Schedule 13D other than voting of proxies.
In connection with voting, Southeastern may be allowed or directed to vote
the proxies received by accounts classified as "discretionary" or "shared"
accounts; such authority is generally retained by the clients for accounts
classified as "non-discretionary".
Item 7. Material to be Filed as an Exhibit
Schedule I. Information with Respect to Directors and Officers of Southeastern
Asset Management, Inc., and the Longleaf Partners Funds.
Schedule II. Securities transactions in the last 60 days.
Signatures
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: February 19, 2019
Southeastern Asset Management, Inc.
By /s/ Andrew R. McCarroll
_______________________________________________
Andrew R. McCarroll
General Counsel
O. Mason Hawkins, Individually
/s/ O. Mason Hawkins
_______________________________________________
Joint Filing Agreement
In accordance with Rule 13d-1(k) under the Securities Exchange Act
of 1934, the persons or entities named below agree to the joint
filing on behalf of each of them of this Initial Schedule 13D with respect to
the Securities of the Issuer and further agree that this joint filing
agreement be included as an exhibit to this Initial Schedule 13D. In evidence
thereof, the undersigned hereby execute this Agreement as of
February 19, 2019.
Southeastern Asset Management, Inc.
By /s/ Andrew R. McCarroll
_______________________________________________
Andrew R. McCarroll
General Counsel
O. Mason Hawkins, Individually
/s/ O. Mason Hawkins
_______________________________________________
SCHEDULE I
Information with Respect to Executive
Officers and Directors
The following information is disclosed for each of the directors and
executive officers of Southeastern: name; business address; and present
principal occupation or employment and the name, principal business and address
of any corporation or other organization in which such employment is
conducted. Unless otherwise specified, the principal employer of each such
individual is Southeastern Asset Management, Inc. (or its affiliates), having
its principal executive offices located at 6410 Poplar Ave., Suite 900,
Memphis, Tennessee 38119. Each individual identified below is a citizen of the
United States.
To the knowledge of management of Southeastern, during the last five years,
no such person has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), and no such person was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which he/she was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities law or finding any violation with respect to
such laws.
SOUTHEASTERN ASSET MANAGEMENT, INC.
Directors
O. Mason Hawkins, CFA: Chairman of the Board of Southeastern Asset Management,
Inc.; Trustee and Co-Portfolio Manager of Longleaf Partners Funds.
G. Staley Cates, CFA: Director and Vice Chairman of Southeastern Asset
Management, Inc.; Co-Portfolio Manager Longleaf Partners Funds.
Ross Glotzbach, CFA: Director and Chief Executive Officer of Southeastern Asset
Management, Inc.; Co-Portfolio Manager of Longleaf Partners, Small-Cap and
Global Funds.
Josh Shores, CFA: Director of Southeastern Asset Management, Inc.; Co-Portfolio
Manager of Longleaf Partners International Fund.
Steve Fracchia: Director and Chief Operating Officer of Southeastern Asset
Management, Inc.
Other Officers
Brandon Arrindell, CFA Principal
Jim Barton, Jr., CFA Head of Portfolio Risk Management, Principal
Ryan S. Hocker, CPA Global Funds Treasurer
J. Isaac Byrd Head of Portfolio Compliance
Scott Cobb Principal
Deborah Craddock, CFA Principal
Michael Johnson Trader
Lee B. Harper Principal
Lowery H. Howell, CFA Principal
Steve McBride Assistant General Counsel
Andrew R. McCarroll General Counsel, Principal
Gwin Myerberg Global Head of Client Relations, Principal
W. Douglas Schrank Principal
Ken Siazon Principal
Gary M. Wilson, CFA Principal
Michael J. Wittke Chief Compliance Officer
LONGLEAF PARTNERS FUNDS
The following information is disclosed for each of the directors and
executive officers of Longleaf Partners, Small-Cap and Global Funds: name;
address; and present principal occupation or employment and the name, principal
business and address of any corporation or other organization in which such
employment is conducted. Each individual identified below is a citizen of the
United States. The address of each individual for purposes of correspondence is
c/o Southeastern Asset Management, Inc., 6410 Poplar Avenue, Suite 900,
Memphis, Tennessee 38119.
To the knowledge of management of Longleaf Partners, Small-Cap and Global Funds
during the last five years, no such person has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors), and no such
person was a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction as a result of which he was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities law or finding
any violation with respect to such laws
Trustees
O. Mason Hawkins, CFA: Chairman of the Board of Southeastern Asset Management,
Inc.; Trustee and Co-Portfolio Manager of Longleaf Partners Funds.
Chadwick H. Carpenter, Jr.: Trustee of Longleaf Partners Funds; private
Investor.
Margaret H. Child: Trustee of Longleaf Partners Funds; private investor.
Daniel W. Connell, Jr.: Trustee of Longleaf Partners Funds; private investor.
Kent A. Misener: Trustee of Longleaf Partners Funds; CEO, President and Chief
Investment Officer, VeraPath Global Investing, LLC.
Steven N. Melnyk: Trustee of Longleaf Partners Funds; private investor and
consultant.
C. Barham Ray: Trustee of Longleaf Partners Funds; private investor and
consultant.
Perry Steger: Chairman of the Board, Longleaf Partners Funds; President,
Steger & Bizzell Engineering, Inc.
SCHEDULE II
Transactions in the Last Sixty Days
Transaction Type Date # of Shares Price per Share*
Sale 12/17/18 380 $16.61
Sale 12/17/18 2,000 $16.61
Sale 12/17/18 1,714 $16.61
Sale 12/17/18 6,572 $16.61
Sale 12/17/18 5,064 $16.61
Sale 12/17/18 6,318 $16.61
Sale 12/17/18 13,587 $16.61
Sale 12/18/18 504 $16.52
Sale 12/18/18 10,714 $16.52
Sale 12/18/18 41,715 $16.52
Sale 12/18/18 31,908 $16.52
Sale 12/18/18 12,429 $16.52
Sale 12/18/18 1,087 $16.51
Sale 12/18/18 80,563 $16.52
Sale 12/19/18 2,536 $16.21
Sale 12/19/18 17,000 $16.22
Sale 12/19/18 5,000 $16.22
Sale 12/19/18 70,000 $16.21
Sale 12/19/18 57,710 $16.21
Purchase 12/20/18 84,102 $15.78
Sale 12/20/18 56,047 $15.74
Sale 12/20/18 26,243 $15.51
Sale 12/20/18 27,000 $15.51
Sale 12/20/18 15,000 $15.51
Sale 12/20/18 72,857 $15.51
Sale 12/20/18 220,847 $15.52
Purchase 12/26/18 35,324 $14.93
Purchase 12/26/18 1,971 $14.93
Sale 12/27/18 141,232 $14.92
Purchase 01/16/19 21,073 $16.18
Purchase 01/31/19 980 $15.19
Sale 01/31/19 84,102 $15.01
Sale 01/31/19 7,926 $15.01
Sale 01/31/19 25,000 $15.01
Sale 01/31/19 13,000 $15.01
Sale 01/31/19 15,000 $15.01
Sale 01/31/19 2,700 $15.01
Purchase 01/31/19 237 $15.29
Purchase 01/31/19 650,950 $15.19
Purchase 02/01/19 1,337,000 $15.25
Purchase 02/01/19 1,000 $15.28
Purchase 02/01/19 1,000 $15.25
Purchase 02/01/19 2,000 $15.28
Purchase 02/01/19 347,602 $15.28
Purchase 02/01/19 235,500 $15.25
Purchase 02/01/19 846,273 $15.28
Purchase 02/04/19 2,991 $15.08
Purchase 02/04/19 312 $15.19
Purchase 02/04/19 894,109 $15.08
Purchase 02/04/19 93,388 $15.19
Purchase 02/05/19 200,000 $14.94
Purchase 02/15/19 9,919 $13.11
Purchase 02/15/19 690 $13.12
Sale 02/15/19 2,000 $13.49
Sale 02/15/19 3,000 $13.49
Sale 02/15/19 2,000 $13.49
Sale 02/15/19 1,000 $13.49
Sale 02/15/19 3,000 $13.49
Sale 02/15/19 2,000 $13.49
Sale 02/15/19 1,000 $13.49
Sale 02/15/19 2,000 $13.49
Sale 02/15/19 3,628 $13.49
Purchase 02/15/19 27,281 $13.11
Purchase 02/15/19 1,896 $13.12
Sales and Purchases by Southeastern clients in the ordinary course of
business on the New York Stock Exchange or through Electronic
Communication Networks (ECNs). In addition to the above
transactions, on February 1, 2019, a client of Southeastern
terminating its advisory relationship removed 1,459,448 shares
from Southeastern's discretion.
* Net of commissions
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SCHEDULE 13D - CenturyLink, Inc. ("Issuer")
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