SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
InterContinental Hotels Group PLC
________________________________________________________
(Name of Issuer)
Ordinary Shares
_______________________________________________________
(Title of Class and Securities)
B1WQCS4
_______________________________________________________
(CUSIP Number of Class of Securities)
Check the appropriate box to designate the rule pursuant to which this
schedule is filed:
/X/ Rule 13d-1(b)
/ / Rule 13d-1(c)
/ / Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
(Continued on following page(s))
CUSIP No. B1WQCS4
13G
_____________________________________________________________________
(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) CITIZENSHIP OR PLACE OF ORGANIZATION
Tennessee
_____________________________________________________________________
:(5) SOLE VOTING POWER
: (Discretionary Accounts)
NUMBER OF SHARES BENEFICIALLY : 11,519,828 shares
OWNED BY EACH REPORTING PERSON __________________________________
WITH :(6) SHARED OR NO VOTING POWER
14,863,238 shares (Shared)
1,135,450 shares (No Vote)
__________________________________
:(7) SOLE DISPOSITIVE POWER
(Discretionary Accounts)
: 12,655,278 shares
__________________________________
:(8) SHARED OR NO DISPOSITIVE POWER
: 14,863,238 shares (Shared)
0 shares (None)
_____________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(Discretionary & Non-discretionary Accounts)
27,518,516 shares
_____________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES
_____________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.4 %
_____________________________________________________________________
(12) TYPE OF REPORTING PERSON
IA
_____________________________________________________________________
CUSIP No. B1WQCS4 13G
_____________________________________________________________________________
(1) NAMES OF REPORTING PERSONS
Longleaf Partners Fund I.D. No. 63-6147721
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) X
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts Business Trust
_____________________________________________________________________________
:(5) SOLE VOTING POWER
: (Discretionary Accounts)
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING PERSON __________________________________________
WITH :(6) SHARED VOTING POWER
: 14,863,238 shares (Shared)
__________________________________________
:(7) SOLE DISPOSITIVE POWER
: None
__________________________________________
:(8) SHARED DISPOSITIVE POWER
: 14,863,238 shares (Shared)
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,863,238 shares
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.1 %
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON
IV
_____________________________________________________________________________
CUSIP No. B1WQCS4 13G
_____________________________________________________________________
(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) CITIZENSHIP OR PLACE OF ORGANIZATION
Citizen of United States
_____________________________________________________________________
:(5) SOLE VOTING POWER
: (Discretionary Accounts)
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING PERSON __________________________________
WITH :(6) SHARED VOTING POWER
: None
__________________________________
:(7) SOLE DISPOSITIVE POWER
: None
__________________________________
:(8) SHARED DISPOSITIVE POWER
: None
_____________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None (See Item 3)
_____________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES
_____________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0 %
_____________________________________________________________________
(12) TYPE OF REPORTING PERSON
IN
_____________________________________________________________________
Item 1.
(a). Name of Issuer: InterContinental Hotels Group PLC ("Issuer")
(b). Address of Issuer's Principal Executive Offices:
Broadwater Park
Denham, Buckinghamshire UB9 5HR
United Kingdom
Item 2.
(a) and (b). Names and Principal Business Addresses of Persons Filing:
(1) Southeastern Asset Management, Inc.
6410 Poplar Ave., Suite 900
Memphis, TN 38119
(2) Longleaf Partners Fund
c/o Southeastern Asset Management, Inc.
6410 Poplar Ave., Suite 900
Memphis, TN 38119
(3) Mr. O. Mason Hawkins
Chairman of the Board and C.E.O.
Southeastern Asset Management, Inc.
6410 Poplar Ave., Suite 900
Memphis, TN 38119
(c). Citizenship:
Southeastern Asset Management, Inc. - A Tennessee corporation
Longleaf Partners Fund, a series of Longleaf Partners Funds
Trust, a Massachusetts business trust
Mr. O. Mason Hawkins - U.S. Citizen
(d). Title of Class of Securities: InterContinental Hotels Group
PLC Ordinary shares (the "Securities")
(e). Cusip Number: B1WQCS4
Item 3. If this statement is filed pursuant to Rules 13d-1 (b) or 13d-2 (b),
check whether the person filing is a:
(d.) Investment Company registered under Sec. 8 of the Investment
Company Act - Longleaf Partners Fund, a series of Longleaf
Partners Funds Trust.
(e.) Investment Adviser registered under Section 203 of the Investment
Advisers Act of 1940. This statement is being filed by
Southeastern Asset Management, Inc. as a registered investment
adviser. All of the securities covered by this report are owned
legally by Southeastern's investment advisory clients and none
are owned directly or indirectly by Southeastern. As permitted
by Rule 13d-4, the filing of this statement shall not be
construed as an admission that Southeastern Asset Management,
Inc. is the beneficial owner of any of the securities covered by
this statement.
(g.) Parent Holding Company. This statement is also being filed by
Mr. O. Mason Hawkins, Chairman of the Board and C.E.O. of
Southeastern Asset Management, Inc. in the event he could be
deemed to be a controlling person of that firm as the result of
his official positions with or ownership of its voting
securities. The existence of such control is expressly
disclaimed. Mr. Hawkins does not own directly or indirectly any
securities covered by this statement for his own account. As
permitted by Rule 13d-4, the filing of this statement shall not
be construed as an admission that Mr. Hawkins is the beneficial
owner of any of the securities covered by this statement.
Item 4. Ownership:
(a). Amount Beneficially Owned: (At 08/31/12)
27,518,516 shares
(b). Percent of Class:
9.4 %
This percentage is based on 291,613,946 shares of
Ordinary shares outstanding. The filers' holdings
consist of 10,930,199 American Depository shares and
16,588,317 Ordinary shares.
(c). Number of shares as to which such person has:
(i). sole power to vote or to direct the vote:
11,519,828 shares
(ii). shared or no power to vote or to direct the vote:
Shared - 14,863,238 shares
Securities owned by the following series of Longleaf
Partners Funds Trust, an open-end management
investment company registered under the Investment
Company Act of 1940, as follows:
Longleaf Partners Fund - 14,863,238 shares
No Power to Vote - 1,135,450 shares.
(iii). sole power to dispose or to direct the disposition
of:
12,655,278 shares
(iv). shared or no power to dispose or to direct the
disposition of:
Shared - 14,863,238 shares
Securities owned by the following series of Longleaf
Partners Funds Trust, an open-end management
investment company registered under the Investment
Company Act of 1940, as follows:
Longleaf Partners Fund - 14,863,238 shares
No Power to Vote - 0 shares.
Item 5. Ownership of Five Percent or Less of a Class: N/A
Item 6. Ownership of More Than Five Percent on Behalf of Another Person: N/A
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company: N/A
Item 8. Identification and Classification of Members of the Group: N/A
Item 9. Notice of Dissolution of Group: N/A
Item 10. Certification:
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired in the ordinary course of business
and were not acquired for the purpose and do not have the effect of changing
or influencing the control of the issuer of such securities and were not
acquired in connection with or as a participant in any transaction having
such purposes or effect.
Signatures
After reasonable inquiry and to the best of the knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete, and correct.
Dated: September 10, 2012
Southeastern Asset Management, Inc.
By /s/ Andrew R. McCarroll
_______________________________________
Andrew R. McCarroll
Vice President and General Counsel
Longleaf Partners Fund
By: Southeastern Asset Management, Inc.
/s/ Andrew R. McCarroll
_______________________________________
Andrew R. McCarroll
Vice President and 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 Schedule 13G with respect to the Securities of the
Issuer and further agree that this joint filing agreement be included as an
exhibit to this Schedule 13G. In evidence thereof, the undersigned hereby
execute this Agreement as of September 10, 2012.
Southeastern Asset Management, Inc.
By /s/ Andrew R. McCarroll
_______________________________________
Andrew R. McCarroll
Vice President and General Counsel
Longleaf Partners Fund
By: Southeastern Asset Management, Inc.
/s/ Andrew R. McCarroll
_____________________________________________
Andrew R. McCarroll
Vice President and General Counsel
O. Mason Hawkins, Individually
/s/ O. Mason Hawkins
_______________________________________
1
IHG13G2.doc
SCHEDULE 13G - Intercontinental Hotels Group PLC ("Issuer")
Amendment #2
8
IHG13G2.doc