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Section 1: 8-K (PRESS RELEASE 6.30.19)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)
August 1, 2019


LEGG MASON, INC.
(Exact name of registrant as specified in its charter)

Maryland
   
1-8529
   
52-1200960
(State or Other Jurisdiction
of Incorporation)
 
(Commission File
No.)
 
(IRS Employer
 Identification No.)

100 International Drive, Baltimore, Maryland
                
21202
(Address of principal executive offices)
 
(Zip Code)

Registrant's telephone number, including area code:
(410) 539-0000

Not Applicable 
(Former name or former address if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
 





Item 2.02
 
Results of Operations and Financial Condition.
 
 
 
 
 
 
 
 
On August 1, 2019, Legg Mason, Inc. announced its results of operations for the quarter ended June 30, 2019. A copy of the related press release is attached hereto as Exhibit 99.
 
 
 
The information in this Section 2.02 and Exhibit 99 attached hereto shall not be deemed "filed" for purposes of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
 
 
 
Item 9.01
 
Financial Statements and Exhibits.
 
 
 
(d)
 
Exhibits
 
 
 
 
 
Exhibit No.
Subject Matter
 
 
99
Press Release of Legg Mason, Inc. dated August 1, 2019








SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

                                          
                                         
LEGG MASON, INC.
 
 
(Registrant)
 
 
 
 
 
 
 
 
 
Date:  August 1, 2019
By:
/s/ Thomas C. Merchant
 
 
 
Thomas C. Merchant
 
 
 
Executive Vice President and General Counsel






LEGG MASON, INC.
EXHIBIT INDEX

Exhibit No.
     
Subject Matter
                                                          
 
 
 
99
     









(Back To Top)

Section 2: EX-99.1 (EXHIBIT 99.1)

Exhibit
News Release
399013917_imageleggmasona12.jpg



FOR IMMEDIATE RELEASE        
 
Investor Relations:
 
 
Media:
 
Alan Magleby
 
 
Mary Athridge
 
410-454-5246
 
 
212-805-6035
 
amagleby@leggmason.com
 
 
mkathridge@leggmason.com
 

LEGG MASON REPORTS RESULTS FOR FIRST FISCAL QUARTER


-- First Quarter Net Income of $45.4 Million, or $0.51 per Diluted Share
Includes Strategic Restructuring Charges of $32.9 Million, or $0.27 per Diluted Share
-- Adjusted Net Income of $67.0 Million, or $0.75 per Diluted Share
-- Assets Under Management of $780.2 Billion     
-- Long-term Net Inflows of $1.1 Billion for the Quarter
-- Board Declared a Cash Dividend of $0.40 per Share

 
Baltimore, Maryland - August 1, 2019 - Legg Mason, Inc. (NYSE: LM) today reported its operating results for the first fiscal quarter ended June 30, 2019.
 
Quarters Ended
 
Financial Results
Jun
 
Mar
 
Jun
 
(Amounts in millions, except per share amounts)
2019
 
2019
 
2018
 
Operating Revenues
$
705.4

 
$
692.6

 
$
747.9

 
Operating Expenses
621.4

 
614.5

 
622.2

 
Operating Income
83.9

 
78.1

 
125.7

 
Net Income1
45.4

 
49.5

 
66.1

 
Net Income Per Share - Diluted1
0.51

 
0.56

 
0.75

 
 
 
 
 
 
 
 
Adjusted Net Income2
$
67.0

 
$
59.8

 
$
74.5

 
Adjusted Earnings Per Share - Diluted2
0.75

 
0.67

 
0.84

 
 
 
 
 
 
 
 
(1) Net Income Attributable to Legg Mason, Inc.
 
(2) See "Use of Supplemental Non-GAAP Financial Information".
 

Joseph A. Sullivan, Chairman and CEO of Legg Mason said, “Legg Mason delivered solid operating results highlighted by long-term net inflows, driven by fixed income and alternatives across a wide variety of geographies and channels. Further, short-term investment performance improved, and we made meaningful progress on our strategic restructuring efforts.  As a result, we remain on track to meet or exceed projected cost savings by the end of FY 2021, even as we invested in growth opportunities, including alternatives and retail distribution.
 
“We remain focused and have made progress on our four key drivers of value creation:  capitalizing on our investments, with SEC approval of Precidian’s ActiveShares; leveraging our centralized retail distribution to drive growth, with a strong quarter of net inflows in the channel; more effectively controlling our costs to improve profitability, as previously highlighted, and thoughtfully allocating capital, including the recent retirement of $250 million of senior notes.
 
“All in all, we’re quite pleased with the results we’ve delivered this quarter for our clients and shareholders.”
 

Brandywine Global | Clarion Partners | ClearBridge Investments | EnTrust Global | Martin Currie | QS Investors | RARE Infrastructure | Royce & Associates | Western Asset
1

News Release
399013917_imageleggmasona12.jpg

 

Assets Under Management of $780.2 Billion

Assets Under Management were $780.2 billion at June 30, 2019 compared with $758.0 billion at March 31, 2019, with the change resulting from positive market performance and other of $21.9 billion, positive foreign exchange of $0.6 billion, acquired AUM of $0.6 billion and long-term inflows of $1.1 billion, partially offset by $0.4 billion in realizations, and liquidity outflows of $1.6 billion.


 
 
 
 
 
 
 
 
 
 
Quarter Ended June 30, 2019
 
 
Assets Under Management
($ in billions)
AUM
 
Flows
 
Operating Revenue Yield 1
 
 
Equity
$
205.6

 
$
(3.6
)
 
58 bps
 
 
Fixed Income
438.0

 
3.9

 
26 bps
 
 
Alternative
70.1

 
0.8

2 
60 bps
 
 
Long-Term Assets
713.7

 
1.1

 
 
 
 
Liquidity
66.5

 
(1.6
)
 
14 bps
 
 
Total
$
780.2

 
$
(0.5
)
 
37 bps
 
 
 
 
 
 
 
 
 
 
(1) Operating revenue yield equals total operating revenues less performance fees divided by average AUM
 
 
(2) Excludes realizations of $0.4 billion
 

At June 30, 2019, fixed income represented 56% of AUM, while equity represented 26%, alternative represented 9% and liquidity represented 9%.

By geography, 70% of AUM was from clients domiciled in the United States and 30% from non-US domiciled clients.

Average AUM during the quarter was $765.9 billion compared to $748.7 billion in the prior quarter and $749.5 billion in the first quarter of fiscal year 2019. Average long-term AUM was $699.0 billion compared to $676.1 billion in the prior quarter and $687.7 billion in the first quarter of fiscal year 2019.

 
 
 
 
 
 
 
 
 
 
 
 
 
Quarterly Performance
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1-Year
 
3-Year
 
5-Year
 
10-Year
 
 
% of Strategy AUM beating Benchmark3
 
70%
 
78%
 
79%
 
85%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
% of Long-Term U.S. Fund Assets Beating Lipper Category Average
 
72%
 
66%
 
72%
 
68%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(3) See “Supplemental Data Regarding Quarterly Performance.”

 
 
 
 
 
 
 
 
 


Of Legg Mason’s long-term U.S. mutual fund assets, 58% were in funds rated 4 or 5 stars by Morningstar.



Brandywine Global | Clarion Partners | ClearBridge Investments | EnTrust Global | Martin Currie | QS Investors | RARE Infrastructure | Royce & Associates | Western Asset
2

News Release
399013917_imageleggmasona12.jpg


Operating Results - Comparison to the Fourth Quarter of Fiscal Year 2019

Adjusted net income was $67.0 million, or $0.75 per diluted share, compared to adjusted net income of $59.8 million, or $0.67 per diluted share. The increase was driven by an increase in operating revenues, reflecting higher average AUM and one additional day in the quarter which more than offset a 49% decrease in non-pass through performance fees. In addition, the increase in adjusted net income reflected the impact of savings resulting from the strategic restructuring as well as seasonally lower other operating expenses.

Net income was $45.4 million, or $0.51 per diluted share, compared to net income of $49.5 million, or $0.56 per diluted share, in the fourth quarter of fiscal year 2019. In addition to the net impact of the factors listed below, the changes were impacted by one additional day in the quarter and higher average AUM.

This quarter's results included:
Strategic restructuring costs of $32.9 million, or $0.27 per diluted share.
Affiliate charges of $1.2 million, or $0.01 per diluted share.
Contingent consideration credit adjustment of $1.2 million, or $0.01 per diluted share.

The prior quarter's results included:
Strategic restructuring costs of $9.4 million, or $0.08 per diluted share.
Affiliate charges of $9.2 million, or $0.06 per diluted share, which included Royce management equity plan costs of $2.4 million.

Operating revenues of $705.4 million were up 2% compared to $692.6 million in the prior quarter reflecting:
An increase in separate account and fund advisory fee revenues of $24.7 million, or 4%, reflecting higher average AUM and one additional day in the quarter.
This was partially offset by a $9.5 million decrease in performance fees, of which $5.6 million were non-pass through.

Operating expenses of $621.4 million were up 1% compared to $614.5 million in the prior quarter, reflecting:
Higher compensation of $24.2 million driven by a $28.7 million increase in strategic restructuring costs as well as increased revenues, partially offset by a smaller gain in the market value of deferred compensation and seed investments of $7.0 million, with an offset in non-operating income, as compared to a gain of $16.0 million in the prior quarter.
A decrease in occupancy expenses of $3.3 million due to strategic restructuring costs in the prior quarter.
A decrease in other expenses of $14.8 million largely due to the impact of savings related to the strategic restructuring, lower seasonal expenses and lower strategic restructuring costs.

Non-operating expense was $4.3 million, as compared to $2.8 million in the prior quarter reflecting:
Gains on Corporate investments, not offset in compensation, were $3.1 million compared with gains of $10.2 million in the prior quarter.
Gains on funded deferred compensation and seed investments, as described above.
A $10.1 million gain associated with the consolidation of sponsored investment vehicles compared to a $4.5 million loss in the prior quarter. The consolidation of sponsored investment vehicles has no impact on net income as the effects of consolidation are fully attributable to noncontrolling interests.

Operating margin was 11.9% compared to 11.3% in the prior quarter. Adjusted operating margin1, was 21.6%, as compared to 20.4% in the prior quarter.

Net income attributable to noncontrolling interests, excluding consolidated investment vehicles, was $9.7 million compared to $5.7 million in the prior quarter, principally related to Clarion, EnTrust Global, RARE and Royce.
(1) See "Use of Supplemental Non-GAAP Financial Information."

Brandywine Global | Clarion Partners | ClearBridge Investments | EnTrust Global | Martin Currie | QS Investors | RARE Infrastructure | Royce & Associates | Western Asset
3

News Release
399013917_imageleggmasona12.jpg

Comparison to the First Quarter of Fiscal Year 2019

Adjusted net income was $67.0 million, or $0.75 per diluted share, compared to adjusted net income of $74.5 million, or $0.84 per diluted share. The decline was driven by a decrease in adjusted operating revenues, reflecting lower operating revenue yields for both equity and alternative AUM as well as a 49% decrease in non-pass through performance fees, higher professional fees, FX, annual compensation increases and increased sales commissions.
This was partially offset by a decline in lower revenue share affiliate incentives on lower revenues as well as the impact of savings resulting from the strategic restructuring.

Net income was $45.4 million, or $0.51 per diluted share, compared to net income of $66.1 million, or $0.75 per diluted share, in the first quarter of fiscal year 2019. In addition to the factors listed below, the changes were driven by lower operating revenue yields and lower non-pass through performance fees.

This quarter's results included:
Strategic restructuring costs of $32.9 million, or $0.27 per diluted share.
Affiliate charges of $1.2 million, or $0.01 per diluted share.
Contingent consideration credit adjustment of $1.2 million, or $0.01 per diluted share.

The prior year quarter's results included:
Regulatory charge of $4.0 million, or $0.05 per diluted share.
EnTrust Global acquisition and transition-related costs of $1.5 million, or $0.01 per diluted share.

Operating revenues of $705.4 million were down 6% compared with $747.9 million in the prior year quarter reflecting:
A decrease in fund advisory fee revenues of $16.2 million, principally due to lower operating revenue yields.
Decreases in both pass through performance fees of $11.6 million and non-pass through performance fees of $5.6 million.

Operating expenses of $621.4 million were flat compared with $622.2 million in the prior year quarter reflecting:
Compensation and benefits increased by 5%, primarily due to $28.7 million in strategic restructuring costs. Excluding the strategic restructuring costs, compensation and benefits were down 3%, primarily due to lower operating revenues.
Other expenses decreased by 6% despite $3.7 million in strategic restructuring costs. The lower other expenses were due in part to $6.0 million in savings related to the strategic restructuring program.
A $7.0 million gain in the market value of deferred compensation and seed investments, which is recorded as an increase in compensation and benefits with an offset in non-operating income, compared with a gain of $1.3 million in the prior year quarter.

Non-operating expense was $4.3 million, compared to $16.6 million in the prior year quarter reflecting:
Gains on corporate investments, not offset in compensation, were $3.1 million compared with gains of $5.8 million in the prior year quarter.
Gains on funded deferred compensation and seed investments as described above.
A $10.1 million gain associated with the consolidation of sponsored investment vehicles, as compared to an $3.7 million gain in the prior year quarter. The consolidation of sponsored investment vehicles has no impact on net income as the effects of consolidation are fully attributable to noncontrolling interests.

Operating margin was 11.9% as compared to 16.8% in the prior year quarter. Adjusted operating margin was 21.6%, as compared to 23.0% in the prior year quarter.

Net income attributable to noncontrolling interests, excluding consolidated investment vehicles, was $9.7 million, compared to $9.7 million in the prior year quarter, principally related to Clarion, EnTrust Global, RARE and Royce.

Brandywine Global | Clarion Partners | ClearBridge Investments | EnTrust Global | Martin Currie | QS Investors | RARE Infrastructure | Royce & Associates | Western Asset
4

News Release
399013917_imageleggmasona12.jpg


Quarterly Business Developments and Recent Announcements

On July 15, 2019, Legg Mason repaid $250 million in Senior Notes.
On July 5, 2019, Legg Mason announced  a strategic minority investment in Embark Group, a UK retirement solutions provider.
On June 11, 2019, Legg Mason and Corporación Actinver announced a strategic alliance that will allow Actinver to manage and make available to its clients in Mexico funds using investment advice provided by Legg Mason affiliated asset managers.
On May 21, 2019, Legg Mason announced that it appointed Nelson Peltz and Ed Garden of Trian Fund Management, L.P. ("Trian Partners") to the Company's Board of Directors, effective immediately. 
On May 20, 2019, The U.S. Securities and Exchange Commission (SEC) granted exemptive relief for Precidian's non-transparent exchange-traded fund (ETF) intellectual property, ActiveShares®.

Balance Sheet

At June 30, 2019, Legg Mason’s cash position was $643.6 million.  Total debt was $2.2 billion, and stockholders' equity was $3.7 billion.  The ratio of total debt to total capital was 38%, in line with the prior quarter.   Seed investments totaled $216.6 million.

The Board of Directors has declared a quarterly cash dividend on the Company’s common stock in the amount of $0.40, per share. The dividend is payable on October 28, 2019 to shareholders of record at the close of business on October 10, 2019.

Conference Call to Discuss Results
A conference call to discuss the Company's results, hosted by Joseph A. Sullivan, will be held at 5:00 p.m. EDT today. The call will be open to the general public. Interested participants should access the call by dialing 1-800-447-0521 (or for international calls 1-847-413-3238), confirmation number 48836784 at least 10 minutes prior to the scheduled start to ensure connection. A live, listen-only webcast will also be available via the Investor Relations section of www.leggmason.com.
The presentation slides that will be reviewed during the conference call will be available on the Investor Relations section of the Legg Mason website shortly after the release of the financial results.
A replay of the live broadcast will be available on the Legg Mason website, www.leggmason.com, in the Investor Relations section, or by dialing 1-888-843-7419 (or for international calls 1-630-652-3042), enter pass code 48836784# when prompted. Please note that the replay will be available beginning at 8:00 p.m. EDT on Thursday, August 1, 2019, and ending at 11:59 p.m. EDT on Thursday, August 15, 2019.

About Legg Mason

Guided by a mission of Investing to Improve Lives,TM  Legg Mason helps investors globally achieve better financial outcomes by expanding choice across investment strategies, vehicles and investor access through independent investment managers with diverse expertise in equity, fixed income, alternative and liquidity investments.  Legg Mason’s assets under management are $780.2 billion as of June 30, 2019.  To learn more, visit our web site, our newsroom, or follow us on LinkedIn, Twitter, or Facebook

This release contains forward-looking statements subject to risks, uncertainties and other factors that may cause actual results to differ materially. For a discussion of these risks and uncertainties, see "Risk Factors" and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Legg Mason's Annual report on Form 10-K for the fiscal year ended March 31, 2019 and, in the Company’s, quarterly reports on Form 10-Q.

Brandywine Global | Clarion Partners | ClearBridge Investments | EnTrust Global | Martin Currie | QS Investors | RARE Infrastructure | Royce & Associates | Western Asset
5

News Release
399013917_imageleggmasona12.jpg

Supplemental Data Regarding Quarterly Performance

Strategy Performance
For purposes of investment performance comparisons, strategies are an aggregation of discretionary portfolios (separate accounts, investment funds, and other products) into a single group that represents a particular investment objective. In the case of separate accounts, the investment performance of the account is based upon the performance of the strategy to which the account has been assigned. Each of our asset managers has its own specific guidelines for including portfolios in their strategies. For those managers which manage both separate accounts and investment funds in the same strategy, the performance comparison for all of the assets is based upon the performance of the separate account.

Approximately 89% of total AUM is included in strategy AUM as of June 30, 2019, although not all strategies have three-, five-, and ten-year histories. Total strategy AUM includes liquidity assets. Certain assets are not included in reported performance comparisons. These include: accounts that are not managed in accordance with the guidelines outlined above; accounts in strategies not marketed to potential clients; accounts that have not yet been assigned to a strategy; and certain smaller products at some of our affiliates.

Past performance is not indicative of future results.  For AUM included in institutional and retail separate accounts and investment funds managed in the same strategy as separate accounts, performance comparisons are based on gross-of-fee performance. For investment funds which are not managed in a separate account format, performance comparisons are based on net-of-fee performance. Funds-of-hedge funds generally do not have specified benchmarks. For purposes of this comparison, performance of those products is net of fees, and is compared to the relevant HFRX index. These performance comparisons do not reflect the actual performance of any specific separate account or investment fund; individual separate account and investment fund performance may differ. The information in this presentation is provided solely for use regarding this presentation and is not directed toward existing or potential clients of Legg Mason.

 
 
 
 
 
 
 
 
 
 
 
 
 
At June 30, 2019:
 
1-Year
 
3-Year
 
5-Year
 
10-Year
 
 
% of Strategy AUM beating Benchmark
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fixed Income
 
69%
 
89%
 
84%
 
96%
 
 
 
Equity
 
61%
 
56%
 
48%
 
52%
 
 
 
Alternatives
 
98%
 
84%
 
98%
 
99%
 
 
 
 
 
 
 
 
 
 
 
 
 

Long-term US Fund Assets Beating Lipper Category Average
Long-term US fund assets include open-end, closed end, and variable annuity funds. These performance comparisons do not reflect the actual performance of any specific fund; individual fund performance may differ. Past performance is not a guarantee of future results. Source: Lipper Inc.

 
 
 
 
 
 
 
 
 
 
 
 
 
At June 30, 2019:
 
1-Year
 
3-Year
 
5-Year
 
10-Year
 
 
% of Long-Term U.S. Fund Assets Beating Lipper Category Average
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fixed Income
 
73%
 
81%
 
73%
 
84%
 
 
 
Equity
 
72%
 
51%
 
72%
 
50%
 
 
 
Alternatives (performance relates to only 3 funds)
 
18%
 
24%
 
0%
 
87%
 
 
 
 
 
 
 
 
 
 
 
 
 

Brandywine Global | Clarion Partners | ClearBridge Investments | EnTrust Global | Martin Currie | QS Investors | RARE Infrastructure | Royce & Associates | Western Asset
6


LEGG MASON, INC. AND SUBSIDIARIES
 
CONSOLIDATED STATEMENTS OF INCOME
 
(Amounts in thousands)
 
(Unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Quarters Ended
 
 
 
 
 
June
 
March
 
June
 
 
 
 
 
2019
 
2019
 
2018
 
Operating Revenues:
 
 
 
 
 
 
 
Investment advisory fees:
 
 
 
 
 
 
 
 
Separate accounts
$
260,441

 
$
251,234

 
$
259,895

 
 
 
Funds
366,812

 
351,312

 
383,564

 
 
 
Performance fees
6,861

 
16,371

 
24,036

 
 
Distribution and service fees
69,937

 
72,518

 
79,190

 
 
Other
1,309

 
1,170

 
1,220

 
 
 
 
Total operating revenues
705,360

 
692,605

 
747,905

 
 
 
 
 
 
 
 
 
 
 
Operating Expenses:
 
 
 
 
 
 
 
Compensation and benefits
379,828

 
355,640

 
361,568

 
 
Distribution and servicing
103,906

 
99,317

 
116,592

 
 
Communications and technology
55,274

 
57,245

 
56,740

 
 
Occupancy
25,624

 
28,963

 
24,904

 
 
Amortization of intangible assets
5,457

 
6,033

 
6,180

 
 
Contingent consideration fair value adjustments
(1,165
)
 

 
426

 
 
Other
52,501

 
67,282

 
55,819

 
 
 
 
Total operating expenses
621,425

 
614,480

 
622,229

 
 
 
 
 
 
 
 
 
 
 
Operating Income
83,935

 
78,125

 
125,676

 
 
 
 
 
 
 
 
 
 
 
Non-Operating Income (Expense):
 
 
 
 
 
 
 
Interest income
4,005

 
4,184

 
2,446

 
 
Interest expense
(28,483
)
 
(28,794
)
 
(29,917
)
 
 
Other income (expense), net
10,599

 
24,286

 
7,252

 
 
Non-operating income (expense) of
 
 
 
 
 
 
 
 
consolidated investment vehicles, net
9,561

 
(2,519
)
 
3,583

 
 
 
 
Total non-operating income (expense)
(4,318
)
 
(2,843
)
 
(16,636
)
 
 
 
 
 
 
 
 
 
 
 
Income Before Income Tax Provision
79,617

 
75,282

 
109,040

 
 
 
 
 
 
 
 
 
 
 
 
Income tax provision
18,048

 
20,396

 
30,675

 
 
 
 
 
 
 
 
 
 
 
Net Income
61,569

 
54,886

 
78,365

 
 
Less: Net income attributable
 
 
 
 
 
 
 
 
 to noncontrolling interests
16,219

 
5,399

 
12,275

 
 
 
 
 
 
 
 
 
 
 
Net Income Attributable to Legg
 
 
 
 
 
 
 
 
Mason, Inc.
$
45,350

 
$
49,487

 
$
66,090

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(Continued)
 

7


LEGG MASON, INC. AND SUBSIDIARIES
 
CONSOLIDATED STATEMENTS OF INCOME, CONTINUED
 
(Amounts in thousands, except per share amounts)
 
(Unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Quarters Ended
 
 
 
 
 
June
 
March
 
June
 
 
 
 
 
2019
 
2019
 
2018
 
 
 
 
 
 
 
 
 
 
 
Net Income Attributable to Legg Mason, Inc.
$
45,350

 
$
49,487

 
$
66,090

 
 
 
 
 
 
 
 
 
 
 
 
Less: Earnings (distributed and undistributed)
 
 
 
 
 
 
 
 
allocated to participating securities (1)
1,510

 
1,703

 
2,324

 
 
 
 
 
 
 
 
 
 
 
Net Income (Distributed and Undistributed)
 
 
 
 
 
 
 
Allocated to Shareholders (Excluding
 
 
 
 
 
 
 
Participating Securities)
$
43,840

 
$
47,784

 
$
63,766

 
 
 
 
 
 
 
 
 
 
 
Net Income per Share Attributable to
 
 
 
 
 
 
 
Legg Mason, Inc. Shareholders:
 
 
 
 
 
 
 
 
 
Basic
$
0.51

 
$
0.56

 
$
0.75

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Diluted
$
0.51

 
$
0.56

 
$
0.75

 
 
 
 
 
 
 
 
 
 
 
Weighted-Average Number of Shares
 
 
 
 
 
 
 
Outstanding:
 
 
 
 
 
 
 
 
 
Basic
86,297

 
85,552

 
85,120

 
 
 
 
Diluted
86,494

 
85,613

 
85,491

 
 
 
 
 
 
 
 
 
 
 
(1)
Participating securities excluded from weighted-average number of shares outstanding were 2,852, 3,055, and 3,053 for the quarters ended June 2019, March 2019, and June 2018, respectively.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Quarters Ended
 
 
 
 
 
 
 
June
 
March
 
 
 
Strategic Restructuring effective January 1, 2019
2019
 
2019
 
 
 
 
Strategic restructuring cost savings:
 
 
 
 
 
 
 
 
Compensation
$
2,850

 
$
1,663

 
 
 
 
 
Occupancy
240

 
300

 
 
 
 
 
Other
6,894

 
1,642

 
 
 
 
 
 
Total strategic restructuring cost savings
$
9,984

 
$
3,605

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Strategic restructuring costs:
 
 
 
 
 
 
 
 
Compensation and benefits
$
28,694

 
$

 
 
 
 
 
Occupancy

 
2,848

 
 
 
 
 
Other
4,204

 
6,504

 
 
 
 
 
 
Total strategic restructuring costs
$
32,898

 
$
9,352

 
 
 
 
 
 
 
 
 
 
 
 
 


 
 
 
 
 
 
 


8


LEGG MASON, INC. AND SUBSIDIARIES
CONSOLIDATING STATEMENTS OF INCOME
(Amounts in thousands)
(Unaudited)
 
 
 
 
Quarters Ended
 
 
 
 
June 2019
 
March 2019
 
June 2018
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance Before Consolidation of Consolidated Investment Vehicles and Other (1)
 
Consolidated Investment Vehicles and Other (1)
 
Consolidated Totals
Balance Before Consolidation of Consolidated Investment Vehicles and Other (1)
 
Consolidated Investment Vehicles and Other (1)
 
Consolidated Totals
Balance Before Consolidation of Consolidated Investment Vehicles and Other (1)
 
Consolidated Investment Vehicles and Other (1)
 
Consolidated Totals
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total operating revenues
$
705,485

 
$
(125
)
 
$
705,360

$
692,743

 
$
(138
)
 
$
692,605

$
748,108

 
$
(203
)
 
$
747,905

Total operating expenses
621,291

 
134

 
621,425

614,361

 
119

 
614,480

621,816

 
413

 
622,229

Operating Income (Loss)
84,194

 
(259
)
 
83,935

78,382

 
(257
)
 
78,125

126,292

 
(616
)
 
125,676

Non-operating income (expense)
(11,054
)
 
6,736

 
(4,318
)
(2,840
)
 
(3
)
 
(2,843
)
(19,784
)
 
3,148

 
(16,636
)
Income (Loss) Before Income Tax Provision
73,140

 
6,477

 
79,617

75,542

 
(260
)
 
75,282

106,508

 
2,532

 
109,040

Income tax provision
18,048

 

 
18,048

20,396

 

 
20,396

30,675

 

 
30,675

Net Income (Loss)
55,092

 
6,477

 
61,569

55,146

 
(260
)
 
54,886

75,833

 
2,532

 
78,365

Less: Net income (loss) attributable
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 to noncontrolling interests
9,742

 
6,477

 
16,219

5,659

 
(260
)
 
5,399

9,743

 
2,532

 
12,275

Net Income Attributable to Legg Mason, Inc.
$
45,350

 
$

 
$
45,350

$
49,487

 
$

 
$
49,487

$
66,090

 
$

 
$
66,090

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) Other represents consolidated sponsored investment products that are not designated as CIVs
 
 
 
 
 
 


9


LEGG MASON, INC. AND SUBSIDIARIES
SUPPLEMENTAL NON-GAAP FINANCIAL INFORMATION
RECONCILIATION OF NET INCOME ATTRIBUTABLE TO LEGG MASON, INC. TO ADJUSTED NET INCOME AND
RECONCILIATION OF NET INCOME PER DILUTED SHARE ATTRIBUTABLE TO LEGG MASON, INC. SHAREHOLDERS TO
ADJUSTED EARNINGS PER DILUTED SHARE(1)
(Amounts in thousands, except per share amounts)
(Unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Quarters ended
 
 
 
 
 
 
 
June
 
March
 
June
 
 
 
 
 
 
 
2019
 
2019
 
2018
 
 
 
 
 
 
 
 
 
 
 
 
Net Income Attributable to Legg Mason, Inc.
 
$
45,350

 
$
49,487

 
$
66,090

 
 
 
 
 
 
 
 
 
 
 
 

Plus (less):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Restructuring costs:
 
 
 
 
 
 
 
 
 
 
Strategic restructuring and other corporate initiatives
 
32,898

 
9,352

 
2,775

 
 
 
 
Affiliate charges
 
1,203

 
7,526

 

 
 
Amortization of intangible assets
 
5,457

 
6,033

 
6,180

 
 
Gains and losses on seed and other investments
 
 
 
 
 
 
 
 
 
not offset by compensation or hedges
 
(6,411
)
 
(5,763
)
 
(6,415
)
 
 
Acquisition and transition-related costs
 

 
998

 
1,468

 
 
Contingent consideration fair value adjustments
 
(1,165
)
 

 
426

 
 
Charges related to significant regulatory matters
 

 

 
4,000

 
 
Income tax adjustments:(2)
 
 
 
 
 
 
 
 
 
 
Impacts of non-GAAP adjustments
 
(8,635
)
 
(4,718
)
 
(1,042
)
 
 
 
 
Other tax items
 
(1,700
)
 
(3,115
)
 
1,045

 
 
 
 
 
 
 
 
 
 
 
 
Adjusted Net Income
 
$
66,997

 
$
59,800

 
$
74,527

 
 
 
 
 
 
 
 
 
 
 
 
Net Income Per Diluted Share Attributable to
 
 
 
 
 
 
 
Legg Mason, Inc. Shareholders
 
$
0.51

 
$
0.56

 
$
0.75

 
 
 
 
 
 
 
 
 
 
 
 
 
Plus (less), net of tax impacts:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Restructuring costs:
 
 
 
 
 
 
 
 
 
Strategic restructuring and other corporate initiatives
 
0.27

 
0.08

 
0.02

 
 
 
Affiliate charges
 
0.01

 
0.06

 

 
 
Amortization of intangible assets
 
0.04

 
0.05

 
0.05

 
 
Gains and losses on seed and other investments
 

 

 

 
 

not offset by compensation or hedges
 
(0.05
)
 
(0.05
)
 
(0.05
)
 
 
Acquisition and transition-related costs
 

 
0.01

 
0.01

 
 
Contingent consideration fair value adjustments
 
(0.01
)
 

 

 
 
Charges related to significant regulatory matters
 

 

 
0.05

 
 
Other tax items
 
(0.02
)
 
(0.04
)
 
0.01

 
 
 
 
 
 
 
 
 
 
 
 
Adjusted Earnings per Diluted Share
 
$
0.75

 
$
0.67

 
$
0.84

 
 
 
 
 
 
 
 
 
 
 
 
(1) See explanations for "Use of Supplemental Non-GAAP Financial Information."
(2) The non-GAAP effective tax rates for the quarters ended June 30, 2019, March 31, 2019 and June 30, 2018 were 27.0%,
 
 
29.5% and 26.7%, respectively.


10


LEGG MASON, INC. AND SUBSIDIARIES
SUPPLEMENTAL DATA
 RECONCILIATION OF ADJUSTED OPERATING MARGIN (1)
(Amounts in thousands)
(Unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Quarters Ended
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
June
 
March
 
June
 
 
 
 
 
2019
 
2019
 
2018
 
 
 
 
 
 
 
 
 
 
 
Operating Revenues, GAAP basis
$
705,360

 
$
692,605

 
$
747,905

 
 
 
 
 
 
 
 
 
 
 
 
Plus (less):
 
 
 
 
 
 
 
 
Pass-through performance fees
(1,030
)
 
(4,986
)
 
(12,620
)
 
 
 
Operating revenues eliminated upon
 
 
 
 
 
 
 
 
 
consolidation of investment vehicles
125

 
138

 
203

 
 
 
Distribution and servicing expense excluding
 
 
 
 
 
 
 
 
 
consolidated investment vehicles
(103,887
)
 
(99,299
)
 
(116,558
)
 
 
 
 
 
 
 
 
 
 
 
Adjusted Operating Revenues
$
600,568

 
$
588,458

 
$
618,930

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating Income, GAAP basis
$
83,935

 
$
78,125

 
$
125,676

 
 
 
 
 
 
 
 
 
 
 
 
Plus (less):
 
 
 
 
 
 
 
 
Restructuring costs:
 
 
 
 
 
 
 
 
 
Strategic restructuring and other corporate initiatives
32,898

 
9,352

 
2,775

 
 
 
 
Affiliate charges
1,203

 
9,289

 

 
 
 
Amortization of intangible assets
5,457

 
6,033

 
6,180

 
 
 
Gains (losses) on deferred compensation
 
 
 
 
 
 
 
 
 
and seed investments, net
7,014

 
16,006

 
1,272

 
 
 
Acquisition and transition-related costs

 
1,217

 
1,468

 
 
 
Contingent consideration fair value adjustments
(1,165
)
 

 
426

 
 
 
Charges related to significant regulatory matters

 

 
4,000

 
 
 
Operating loss of consolidated investment
 
 
 
 
 
 
 
 
 
vehicles, net
259

 
257

 
616

 
 
 
 
 
 
 
 
 
 
 
Adjusted Operating Income
$
129,601

 
$
120,279

 
$
142,413

 
 
 
 
 
 
 
 
 
 
 
Operating Margin, GAAP basis
11.9

%
11.3

%
16.8

%
Adjusted Operating Margin
21.6

 
20.4

 
23.0

 
 
 
 
 
 
 
 
 
 
 
(1) See explanations for "Use of Supplemental Non-GAAP Financial Information."

11


LEGG MASON, INC. AND SUBSIDIARIES
 
SUPPLEMENTAL DATA
 
 RECONCILIATION OF CASH PROVIDED BY OPERATING ACTIVITIES
 
TO ADJUSTED EBITDA (1)
 
(Amounts in thousands)
 
(Unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Quarters Ended
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
June
 
March
 
June
 
 
 
 
 
2019
 
2019
 
2018
 
 
 
 
 
 
 
 
 
 
 
Cash provided by (used in) operating activities, GAAP basis
$
(187,577
)
 
$
116,877

 
$
(102,170
)
 
 
 
 
 
 
 
 
 
 
 
 
Plus (less):
 
 
 
 
 
 
 
 
Interest expense, net of accretion and amortization
 
 
 
 
 
 
 
 
 
of debt discounts and premiums
28,375

 
28,328

 
29,356

 
 
 
Current tax expense (benefit)
(4,246
)
 
9,081

 
8,878

 
 
 
Net change in assets and liabilities
303,077

 
(27,724
)
 
215,016

 
 
 
Net change in assets and liabilities
 
 
 
 
 
 
 
 
 
of consolidated investment vehicles
(13,012
)
 
(7,701
)
 
14,580

 
 
 
Net income attributable to noncontrolling interests
(16,219
)
 
(5,399
)
 
(12,275
)
 
 
 
Net gains (losses) and earnings on investments
6,748

 
(8,790
)
 
6,792

 
 
 
Net gains (losses) on consolidated investment vehicles
9,561

 
(2,519
)
 
3,583

 
 
 
Other
(343
)
 
(866
)
 
(374
)
 
 
 
 
 
 
 
 
 
 
 
Adjusted EBITDA
$
126,364

 
$
101,287

 
$
163,386

 
 
 
 
 
 
 
 
 
 
 
(1) 
See explanations for "Use of Supplemental Non-GAAP Financial Information."
 


12


LEGG MASON, INC. AND SUBSIDIARIES
 
(Amounts in billions)
 
(Unaudited)
 
Assets Under Management
 
 
 
 
 
 
 
 
 
 
 
 
Quarters Ended
 
By asset class:
June 2019
 
March 2019
 
December 2018
 
September 2018
 
June 2018
 
 
Equity
$
205.6

 
$
202.0

 
$
181.0

 
$
214.5

 
$
206.4

 
 
Fixed Income
438.0

 
419.6

 
406.6

 
411.0

 
412.3

 
 
Alternative
70.1

 
68.6

 
66.3

 
67.4

 
66.4

 
 
 
Long-Term Assets
713.7

 
690.2

 
653.9

 
692.9

 
685.1

 
 
Liquidity
66.5

 
67.8

 
73.3

 
62.5

 
59.5

 
 
 
Total
$
780.2

 
$
758.0

 
$
727.2

 
$
755.4

 
$
744.6

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Quarters Ended
 
By asset class (average):
June 2019
 
March 2019
 
December 2018
 
September 2018
 
June 2018
 
 
Equity
$
202.7

 
$
195.4

 
$
198.2

 
$
212.2

 
$
205.0

 
 
Fixed Income
427.0

 
413.7

 
407.4

 
411.4

 
416.7

 
 
Alternative
69.3

 
67.0

 
66.8

 
66.4

 
66.0

 
 
 
Long-Term Assets
699.0

 
676.1

 
672.4

 
690.0

 
687.7

 
 
Liquidity
66.9

 
72.6

 
66.9

 
60.2

 
61.8

 
 
 
Total
$
765.9

 
$
748.7

 
$
739.3

 
$
750.2

 
$
749.5

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Component Changes in Assets Under Management
 
 
 
 
 
 
 
 
 
 
Quarters Ended
 
 
 
 
June 2019
 
March 2019
 
December 2018
 
September 2018
 
June 2018
 
Beginning of period
$
758.0

 
$
727.2

 
$
755.4

 
$
744.6

 
$
754.1

 
Net client cash flows:
 
 
 
 
 
 
 
 
 
 
Equity
(3.6
)
 
(1.0
)
 
(3.3
)
 
(1.1
)
 
(2.2
)
 
Fixed Income
3.9

 
0.1

 
(5.1
)
 
(0.5
)
 
1.3

 
Alternative
0.8

 
0.9

 
(0.1
)
 
0.6

 

 
Long-Term flows
1.1

 

 
(8.5
)
 
(1.0
)
 
(0.9
)
 
Liquidity
(1.6
)
 
(8.1
)
 
10.5

 
3.0

 
(2.9
)
 
Total net client cash flows
(0.5
)
 
(8.1
)
 
2.0

 
2.0

 
(3.8
)
 
Realizations(1)
(0.4
)
 
(0.3
)
 
(0.2
)
 
(0.2
)
 
(0.3
)
 
Market performance and other
21.9

 
39.1

 
(30.0
)
 
11.0

 
1.1

 
Impact of foreign exchange
0.6

 
0.1

 

 
(2.0
)
 
(6.5
)
 
Acquisition
0.6

 

 

 

 

 
End of period
$
780.2

 
$
758.0

 
$
727.2

 
$
755.4

 
$
744.6

 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) Realizations represent investment manager-driven distributions primarily related to the sale of assets. Realizations are specific to our alternative managers and do not include client-driven distributions (e.g. client requested redemptions, liquidations or asset transfers).
 

13

News Release
399013917_imageleggmasona12.jpg

Use of Supplemental Non-GAAP Financial Information
As supplemental information, we are providing performance measures for "Adjusted Net Income”, "Adjusted Earnings per Diluted Share" (“Adjusted EPS”), and “Adjusted Operating Margin”, along with a liquidity measure for "Adjusted EBITDA", each of which are based on methodologies other than generally accepted accounting principles ("non-GAAP"). Adjusted Net Income and Adjusted EPS are new disclosures implemented this quarter and are further described below. Also beginning with the quarter ended June 30, 2019, we are disclosing Adjusted Operating Margin, which revises our prior disclosure of Operating Margin, as Adjusted to include adjustments for restructuring costs and acquisition expenses and transition-related costs for integration activities, each of which is further described below. We have applied these new disclosures and changes to all periods presented.
Our management uses the performance measures as benchmarks to evaluate and compare our period-to-period operating performance. We believe that these performance measures provide useful information about the operating results of our core asset management business and facilitate comparison of our results to other asset management firms and period-to-period results. We are also providing a non-GAAP liquidity measure for Adjusted EBITDA, which our management uses as a benchmark in evaluating and comparing our period-to-period liquidity. We believe that this measure is useful to investors as it provides additional information with regard to our ability to meet working capital requirements, service our debt, and return capital to our stockholders.
Adjusted Net Income and Adjusted Earnings per Diluted Share
Adjusted Net Income and Adjusted EPS only include adjustments for certain items that relate to operating performance, and therefore, are most readily reconcilable to Net Income (Loss) Attributable to Legg Mason, Inc. and Net Income (Loss) per Diluted Share Attributable to Legg Mason, Inc. Shareholders, determined under generally accepted accounting principles ("GAAP"), respectively.
We define Adjusted Net Income as Net Income (Loss) Attributable to Legg Mason, Inc. adjusted to exclude the following:
Restructuring costs, including:
Corporate charges related to the ongoing strategic restructuring and other cost saving and business initiatives, including severance, lease and other costs; and
Affiliate charges, including affiliate restructuring and severance costs, and certain one-time charges arising from the issuance of management equity plan awards
Amortization of intangible assets
Gains and losses on seed and other investments that are not offset by compensation or hedges
Acquisition expenses and transition-related costs for integration activities, including certain related professional fees and costs associated with the transition and acquisition of acquired businesses
Impairments of intangible assets
Contingent consideration fair value adjustments
Charges (credits) related to significant litigation or regulatory matters
Income tax expense (benefit) adjustments to provide an effective non-GAAP tax rate commensurate with our expected annual pre-tax Adjusted Net Income, including:
The impact on income tax expense (benefit) of the above non-GAAP adjustments; and
Other tax items, including deferred tax asset and liability adjustments associated with statutory rate changes, the impact of other aspects of recent U.S. tax reform, and shortfalls (and windfalls) associated with stock-based compensation

Adjustments for restructuring costs, gains and losses on seed and other investments that are not offset by compensation or hedges, and the income tax expense (benefit) items described above are included in the calculation because these items are not reflective of our core asset management business of providing investment management and related products and services. We adjust for acquisition-related items, including amortization of intangible assets, impairments of intangible assets, and contingent consideration fair value adjustments, to make it easier to identify trends affecting our underlying business that are not related to acquisitions to facilitate comparison of our operating results with the results of other asset management firms that have not engaged in significant acquisitions. We adjust for charges (credits) related to significant litigation or regulatory matters, net of any insurance proceeds and revenue share adjustments, because these matters do not reflect the underlying operations and performance of our business.

Brandywine Global | Clarion Partners | ClearBridge Investments | EnTrust Global | Martin Currie | QS Investors | RARE Infrastructure | Royce & Associates | Western Asset
14

News Release
399013917_imageleggmasona12.jpg

In calculating Adjusted EPS, we adjust Net Income (Loss) per Diluted Share Attributable to Legg Mason, Inc. Shareholders determined under GAAP for the per share impact of each adjustment (net of taxes) included in the calculation of Adjusted Net Income.
These measures are provided in addition to Net Income (Loss) Attributable to Legg Mason, Inc., and Net Income (Loss) per Diluted Share Attributable to Legg Mason, Inc. Shareholders, and are not substitutes for these measures. These non-GAAP measures should not be considered in isolation and may not be comparable to non-GAAP performance measures, including measures of adjusted earnings or adjusted income, and adjusted earnings per share, of other companies, respectively. Further, Adjusted Net Income and Adjusted EPS are not liquidity measures and should not be used in place of cash flow measures determined under GAAP.
Adjusted Operating Margin
We calculate Adjusted Operating Margin, by dividing “Adjusted Operating Income”, by “Adjusted Operating Revenues”, each of which are further discussed below. These measures only include adjustments for certain items that relate to operating performance, and therefore, are most readily reconcilable to Operating Margin, Operating Income and Total Operating Revenues determined under GAAP, respectively.
We define Adjusted Operating Revenues as Operating Revenues, adjusted to:

Include:
Net investment advisory fees eliminated upon consolidation of investment vehicles
Exclude:
Distribution and servicing expenses, which we use to approximate our distribution revenues that are passed through to third parties as a direct cost of selling our products
Performance fees that are passed through as compensation expense or net income (loss) attributable to noncontrolling interests

We define Adjusted Operating Income, as Operating Income, adjusted to exclude the following:

Restructuring costs, including:
Corporate charges related to the ongoing strategic restructuring and other cost saving and business initiatives, including severance, lease and other costs; and
Affiliate charges, including affiliate restructuring and severance costs, and certain one-time charges arising from the issuance of management equity plan awards
Amortization of intangible assets
The impact on compensation expense of:
Gains and losses on investments made to fund deferred compensation plans
Gains and losses on seed capital investments by our affiliates under revenue sharing arrangements
Acquisition expenses and transition-related costs for integration activities, including certain related professional fees and costs associated with the transition and acquisition of acquired businesses
Impairments of intangible assets
Contingent consideration fair value adjustments
Charges (credits) related to significant regulatory matters
Income (loss) of consolidated investment vehicles

In calculating Adjusted Operating Income, we adjust for restructuring costs because these items are not reflective of our core asset management business of providing investment management and related products and services. We adjust for the impact on compensation expense of gains and losses on investments made to fund deferred compensation plans and on seed capital investments by our affiliates under revenue sharing arrangements because they are offset by an equal amount in Non-operating income (expense), net, and thus have no impact on Net Income Attributable to Legg Mason, Inc. We adjust for acquisition-related items, including amortization of intangible assets, impairments of intangible assets, and contingent consideration fair value adjustments, to make it easier to identify trends affecting our underlying business that are not related to acquisitions to facilitate comparison of our operating results with the results of other asset management firms that have not engaged in significant acquisitions. We adjust for charges (credits) related to significant litigation or regulatory matters, net of any insurance proceeds and revenue share adjustments, because these matters do not reflect the underlying operations and performance of our business. We adjust for income (loss) of consolidated investment vehicles because the consolidation of these investment vehicles does not have an impact on Net Income (Loss) Attributable to Legg Mason, Inc.

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15

News Release
399013917_imageleggmasona12.jpg

These measures are provided in addition to and are not substitutes for our Operating Margin, Operating Revenues, and Operating Income calculated under GAAP. These non-GAAP measures should not be considered in isolation and may not be comparable to non-GAAP performance measures, including measures of adjusted margins, adjusted operating revenues, and adjusted operating income, of other companies. Further, Adjusted Operating Margin, Adjusted Operating Revenues and Adjusted Operating Income are not liquidity measures and should not be used in place of cash flow measures determined under GAAP.
Adjusted EBITDA
We define Adjusted EBITDA as cash provided by (used in) operating activities plus (minus):
Interest expense, net of accretion and amortization of debt discounts and premiums
Current income tax expense (benefit)
Net change in assets and liabilities, which aligns with the Consolidated Statements of Cash Flows
Net (income) loss attributable to noncontrolling interests
Net gains (losses) and earnings on investments
Net gains (losses) on consolidated investment vehicles
Other

Adjusted EBITDA is not reduced by equity-based compensation expense, including management equity plan non-cash issuance-related charges. Most management equity plan units may be put to or called by Legg Mason for cash payment, although their terms do not require this to occur.
This liquidity measure is provided in addition to Cash provided by operating activities and may not be comparable to non-GAAP performance measures or liquidity measures of other companies, including their measures of EBITDA or Adjusted EBITDA. Further, this measure is not to be confused with Net Income, Cash provided by operating activities, or other measures of earnings or cash flows under GAAP, and is provided as a supplement to, and not in replacement of, GAAP measures.




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16
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Section 3: EX-99.1 PDF (EXHIBIT 99.1 PDF)

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