A strong foundation for growth
2012 Annual Report
Legg Mason’s largest equity
manager, known for its research-
driven approach to investing
in a broad range of market
capitalizations and styles.
One of the world’s leading fixed
income managers offering a broad
range of investments representing
a global array of currencies,
strategies and markets.
Legg Mason Global Equities
Group is a collection of
specialty firms, each pursuing
its own investment strategies
dedicated to global equities.
A global equity specialist
focusing on systematic
strategies that combine the
wisdom and experience of
fundamental investors with
the power and efficiency of
quantitative tools.
Legg Mason Investment
Counsel is committed to
providing investment counsel
and trust services for affluent
individuals, families, trusts,
endowments and institutions.
One of the industry’s most
experienced and highly
respected smaller company
investment managers,
known primarily through
its family of mutual funds,
The Royce Funds.
Our principal managers are among
the most respected brands in our
industry. Together we are poised to
take advantage of the outstanding
opportunities that lie ahead.
A leading global asset
management group, offering
investment solutions
through established funds
and customized portfolios,
with a core competence in
alternative investments.
An equity manager specializing in
long-term, fundamental, valuation-
based investing and with
an intrinsic value philosophy.
A pioneer in value investing
offering fixed income, equity
and balanced portfolios that
seek opportunities across U.S.,
international and global markets.
“ Today’s world of investing is
unprecedented for its complexity.
There are new challenges to overcome,
but we see the tremendous
opportunities it has created for
managers like us.”
Global depth across
the investment spectrum
STEVE WALSH
CHIEF INVESTMENT OFFICER
WESTERN ASSET
Unique independent approach
Legg Mason is a leading asset management company
built around a diverse group of managers, each with an
independent approach to active investing. Together, our
firm’s principal asset managers offer a breadth of investment
strategies across a full spectrum of equity, fixed income,
alternative and liquidity products and across geographies
and channels. Our managers are among industry leaders
in their respective areas of specialization with investment
approaches that have been developed over decades.
Our firm’s unique multi-manager model structure
empowers each of our asset managers to focus on the
opportunities for clients that best reflect their individual
expertise and specialization. With over 450 investment
professionals, including 100 located outside of the United
States, and recognized local, regional and global portfolio
management expertise, we deliver investment capabilities
through a broad range of investment solutions in order to
create sustainable value for our clients.
Legg Mason’s investment managers and global
distribution teams are united in a shared dedication
to the needs of their clients. Our capabilities and
services are delivered through staff located in 31
cities around the world.
2 LEGG MASON 2012 ANNUAL REPORT
JAY KAPLAN
PORTFOLIO MANAGER
ROYCE & ASSOCIATES
SCOTT GLASSER
PORTFOLIO MANAGER
CLEARBRIDGE ADVISORS
TRACY CHEN
PORTFOLIO MANAGER—
MORTGAGES
BRANDYWINE GLOBAL
Leveraging ideas and sharing
thoughtful dialogue
Our global family of asset managers participate in
a variety of industry conferences and media events
throughout the year, presenting to clients and
stakeholders, building relationships and generating
new ideas. Our affiliates look to communicate their
investment perspectives in new and compelling
ways and our extensive global web presence allows
timely commentary and investment insight to reach
audiences faster than ever before.
Focusing on new opportunities
Investors today continue to look beyond the potential
return of an investment to focus on its risk and
how that risk affects a wider portfolio of assets.
Our managers continue to adapt in order to meet
the growing needs of their clients by focusing on
new investment opportunities. During the year, our
affiliates launched or began subadvising new products
focused on the equity income, alternative, active ETF
and global fixed income space. We continue to seek
new ways to meet the needs of both institutional
and individual investors, particularly outside of the
United States, by leveraging the unique capabilities
of our investment affiliates and our retail distribution
platform, enabling them to access new markets, new
clients and new opportunities on a global scale.
80%80% of our marketed composite
AUM is beating benchmark for the
3-year period ended March 31, 2012.
LEGG MASON 2012 ANNUAL REPORT 3
“ Working with our affiliates, our global
distribution team continues to develop
targeted solutions by offering high
quality products in key channels to
our clients.”
An unwavering focus
on clients and their needs
BILL GOLDEN
HEAD OF U.S. PRODUCT
LEGG MASON
GLOBAL DISTRIBUTION
Global perspective with local expertise
We believe that being truly globally diversified
requires firsthand knowledge of local markets. Legg
Mason’s family of investment managers is united
in a shared dedication to the needs of their clients.
With client service staff located around the globe,
affiliate-led distribution efforts are concentrated in
the institutional space, with a focus on consultants
and clients including pensions, banks, insurance
companies, corporations, endowments and sovereign
wealth funds. The Legg Mason-led retail global
distribution network includes relationships with
leading banks, brokerage firms, insurance companies,
asset consultants and independent advisors. In
addition to the asset management operations we have
around the world, we have distribution and client
service support offices in Frankfurt, Geneva, Hong
Kong, London, Luxembourg, Madrid, Melbourne,
Milan, Paris, Santiago, Singapore, Taipei, Tokyo, as
well as in Canada and the United States.
Our global distribution team focuses on service,
strategy and execution in order to reach their goals.
Members of our affiliates and distribution team
gathered at a U.S. Sales meeting in 2011 to leverage
ideas and participate in interactive training seminars.
4 LEGG MASON 2012 ANNUAL REPORT
SHANE CLIFFORD
HEAD OF U.S.
INSTITUTIONAL BUSINESS
PERMAL
HIROHISA TAJIMA
COUNTRY HEAD, JAPAN
LEGG MASON
GLOBAL DISTRIBUTION
KIM ROY
HEAD OF U.S.
SALES SERVICES
LEGG MASON
GLOBAL DISTRIBUTION
Our affiliate and corporate
distribution teams serve their
clients through offices on the
ground, around the world.
Delivering solutions to our clients
Our global distribution team includes sales teams
aligned to targeted regions and channels, a robust
marketing network, a product team guided by client
priorities and dedicated shared services. We are
market-driven in managing and developing our
global product breadth. Legg Mason’s corporate
center seeks to deliver strategic value through the
development of innovative products and services that
solve the changing needs of investors and provide
long-term, sustainable performance in the global
markets. Our organizational structure facilitates
teamwork across functions and every day we strive to
serve our clients most effectively. Product launches
this past fiscal year include $599 million raised
for the ClearBridge Energy MLP Opportunity
Fund, a closed-end fund specializing in the
energy sector; $421 million raised for the Legg
Mason Brandywine Global Income Opportunities
Fund, a global, flexible portfolio with a macro-
value-oriented approach; and the launch of the
Permal Hedge Strategies Fund, mirrored after the
firm’s highly acclaimed Fixed Income Holdings
strategy, among others.
Earlier this fiscal year,
we launched our Global
Thought Leadership
website dedicated to
providing timely market
insights and commen-
tary to professional
investors and advisors.
www.LMthoughtleadership.com
LEGG MASON 2012 ANNUAL REPORT 5
“ With such high levels of investor
skepticism and stock correlations,
we are focused on enhancing our
investment process and maintaining
a vigilant awareness of the current
market environment.”
Embracing change in
today’s global markets
SAM PETERS
CHIEF INVESTMENT OFFICER
LEGG MASON
CAPITAL MANAGEMENT
A broad range of investment solutions
Our vision is to be a proven leader in global asset
management, by delivering specialized investment
solutions that meet our clients’ objectives and by
rewarding our shareholders and employees. We
recognize the importance of diversification on a
firm-wide basis among client types and domiciles,
distribution channels and asset classes. We are
constantly examining the industry in order to better
align our people and products to areas of continued
growth or future growth. We do not seek to be all
things to all people. We seek to be thoughtful, yet
progressive, flexible, yet uncompromising, all
while delivering upon our ultimate goal of
generating long-term value for our clients.
Legg Mason strives for a balanced, growth-oriented
portfolio of affiliates across geographies, asset
classes and channels, achieved through organic
growth and strategic investments that enhance our
product offerings and distribution capabilities.
Gross Revenue by Asset Class
AUM by Client Domicile
Equity—44%
Fixed Income—36%
Alternative—14%
Liquidity—6%
U.S.—63%
Non-U.S.—37%
AUM by Client Type
Institutional—70%
Retail—30%
6 LEGG MASON 2012 ANNUAL REPORT
ADAM PETRYK
CHIEF INVESTMENT OFFICER
BATTERYMARCH
VERONICA AMICI
HEAD OF CONSULTANTS
WESTERN ASSET
STEVE BLEIBERG
CHIEF INVESTMENT OFFICER
LEGG MASON GLOBAL
ASSET ALLOCATION
A focus on creating long-term value
We strive to deliver a disciplined approach and
philosophy to both managing client assets and
generating long-term value for our shareholders.
The core of our vision revolves around fostering
a balanced, growth-oriented portfolio of affiliates
across asset classes, geographies and channels while
maintaining a strong balance sheet. Ways in which
we invest in future growth include seed investments
in products managed by our affiliates, strategic
investments to complement existing affiliates and
targeted acquisitions.
Encouraging collaboration
and empowerment
We promote a culture that embraces new ways
of thinking and unique perspectives to drive
new ideas, new products and new investment
opportunities. We believe that fostering a
culture that embraces ownership and personal
responsibility creates an environment in which
people can be their best. We encourage our
employees to maximize their potential and
empower them to move our business forward
through greater innovation and new ideas. We
value collaboration and partnership within and
across our multi-manager business in order to
further leverage the capabilities of our affiliates,
global distribution network and corporate center.
We believe that by building trust and building
relationships, we can further develop our talent
and ensure that their insights and experiences are
passed on.
In December 2011, Western Asset hosted the annual
Western Asset Debates in São Paulo. The summit was
attended by over 100 institutional clients, consultants
and distributors and focused on macroeconomic topics
affecting Western Asset and its clients.
LEGG MASON 2012 ANNUAL REPORT 7
“ During fiscal year 2012, Legg Mason
completed our previously announced
streamlining initiative and our full focus now
is the continued growth of our franchise.”
MARK R. FETTING
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
LEGG MASON, INC.
Letter from the Chairman
and Chief Executive Officer
Dear Fellow Stockholders
Fiscal Year Results and Highlights
During fiscal year 2012, Legg Mason completed
our previously announced streamlining initiative
and our full focus now is the continued growth
of our franchise.
When I wrote to you last year, the economic
environment had begun exhibiting modest
and encouraging signs of recovery from the
financial crisis. Not long after, we experienced
new challenges stemming from the downgrade
of the U.S. credit rating in August, continued
sovereign credit fears originating in Europe
and ongoing global geopolitical turmoil. These
factors led to greater macro uncertainty and
soaring volatility that ultimately hindered
any sort of broad-based recovery. Investors
became increasingly risk-averse with continued
deleveraging occurring throughout the
remainder of calendar 2011. While we did begin
to see improvements in the markets during the
second half of our fiscal year, investors remain
cautious, particularly as the pace and extent of
financial regulatory reform remains unresolved.
We expect that any major shift back into more
risk-based assets will be gradual as the global
economy continues to work through these
important and significant challenges.
As of March 31, 2012, Legg Mason’s assets under
management were $643.3 billion, a decrease of
5% from $677.6 billion as of March 31, 2011. For
the fiscal year ended March 31, 2012, we recorded
operating revenues of $2.7 billion, down 4% from
$2.8 billion in fiscal 2011. Net income, including
transition-related costs, decreased 13% to
$220.8 million and net income per diluted share
decreased 6% to $1.54 for the same period.
Our adjusted income was $397.0 million, or
$2.77 per diluted share for fiscal year 2012,
compared to $439.2 million, or $2.83 per diluted
share for the prior year. One-time transition-
related costs related to our streamlining initiative
totaled $127.5 million with $73.1 million occurring
in fiscal year 2012.
While these results reflect the challenging
business conditions in which we operated, we
did see encouraging signs of progress during
the fiscal year. We reduced our rate of total
outflows by 55% and reduced long-term asset
outflows by 12%. We repurchased 9% of shares
outstanding and increased dividends paid by
33%, returning over $440 million to shareholders
since our prior fiscal year ended March 31, 2011
and over $915 million over the last two fiscal
8 LEGG MASON 2012 ANNUAL REPORT
Financial Highlights
(dollars in thousands, except per share amounts)
Years Ended March 31,
Operating Results
Operating revenues
Operating income (loss)
Income (loss) from continuing operations before income
tax provision (benefit) and noncontrolling interest
2012
2011
2010
2009
2008
$ 2,662,574
$ 2,784,317
$ 2,634,879
$3,357,367
$ 4,634,086
338,753
386,808
321,183
(669,180)
1,050,176
303,083
365,197
329,656
(3,188,197)
437,327
Net income (loss) attributable to Legg Mason, Inc.1
220,817
253,923
204,357
(1,967,918)
263,565
Per Common Share
Net income (loss), diluted1
Adjusted income (loss)2
Dividends declared
Book Value
Financial Condition
Total assets
$
1.54
2.77
0.32
40.59
$
1.63
2.83
0.20
38.41
$
1.32
2.45
0.12
35.94
$
(13.99)
$
(8.47)
0.96
31.87
1.83
6.11
0.96
48.15
$ 8,555,747
$ 8,707,756
$ 8,622,632
$9,232,299
$11,830,352
Total stockholders’ equity
5,677,291
5,770,384
5,841,724
4,598,625
6,784,641
1
2
Fiscal 2009 includes losses related to the elimination of exposure to Structured Investment Vehicles, net of income tax benefits and compensation related adjustments,
of $1,376,579 or $9.79 per share and impairment charges related to goodwill and intangible assets, net of income tax benefits, of $863,352 or $6.14 per share.
Adjusted income (loss) represents a performance measure that is based on a methodology other than generally accepted accounting principles ("non-GAAP"). For more information
regarding this non-GAAP financial measure, see Management’s Discussion and Analysis of Financial Condition and Results of Operations included in this Annual Report.
years. Our previously mentioned streamlining
efforts to significantly reduce our corporate cost
structure and drive operating leverage are now
complete and we will realize $143 million in
annual cost savings beginning in fiscal year 2013.
We remain highly encouraged by our improved
investment performance results. For the critical
three-year time period ending March 31, 2012,
80% of marketed composite AUM performance
across Legg Mason beat their respective
benchmarks. The percentage of our marketed
composite AUM beating benchmark was 60%
for the 1-year, 69% for the 5-year and 86% for
the 10-year periods ending March 31, 2012. The
percentage of our long-term U.S. mutual fund
assets that outperformed their Lipper category
average increased from 56% to 67% for the
1-year, 70% to 78% for the 5-year and 67% to
74% for the 10-year periods ended March 31,
2012 versus March 31, 2011. For the 3-year
period, the percentage decreased from 74% to
66%. Importantly, Western Asset, our largest
affiliate, Permal, Royce & Associates and
Brandywine Global continued their strong
long-term performance track records.
Our focus remains on maintaining our strong
investment results and improving in areas in
which we are underperforming. We continue
to work on translating improved performance
into future growth and inflows. As mentioned,
during fiscal year 2012, we reduced our rate of
total outflows by 55% and reduced long-term
asset outflows by 12%. Our equity outflows
increased from the prior year and were largely
affected by the industry-wide challenges for
active equity managers. Our fixed income
outflows declined by 50% from last fiscal year,
but we know that we must further improve.
Importantly, the magnitude of our business
pipeline of unfunded wins continues to grow
and we feel that we are better positioned than
we were a year ago to capitalize as the markets
stabilize. We see many opportunities going
forward and in specific categories including
ClearBridge’s income solutions products and
MLP offerings, the ability of Royce & Associates
to further expand outside of the United States,
Western Asset’s opportunities in specialized
mandates and active ETFs, Brandywine Global’s
ability to leverage their strong performance into
greater inflows and Permal’s momentum among
institutional investors and their ability to attract
new retail investors through more innovative
product structures.
LEGG MASON 2012 ANNUAL REPORT 9
Investment leaders from
Legg Mason affiliates shared
their market perspectives
and insights in an exclusive
webcast for over 1,000
clients with the theme
“Outlook 2012: Beyond the
Headlines.” Pictured left to
right: Timothy Schuler,
Permal; Ken Leech, Western
Asset; Chuck Royce, Royce &
Associates; Hersh Cohen,
ClearBridge Advisors;
Consuelo Mack, moderator.
Our Strategic Drivers and Progress
• Western Asset was named 2012 Best U.S.
Legg Mason’s strategy is guided by three
drivers of growth that we believe will most
effectively position our franchise. I will report
our results for the year in the context of these
drivers below. First and foremost, delivering
sustained investment excellence over the long
term. Second, a corporate center that adds
strategic value including excellence in global
retail distribution focused on leveraging the
unique capabilities of our investment affiliates
and market opportunities. And third, allocating
capital for diversified growth while maintaining
a strong balance sheet and returning capital to
our shareholders, as appropriate.
Fixed Income Municipal Manager by
Institutional Investor and the Legg Mason
Western Asset Managed Municipals Fund
was named the top fund over five years in the
general municipal debt category by Lipper.
Western Asset was also among the top 10
highest scoring managers in a recent study on
brand favorability among institutional investors
conducted by Cogent Research;
• Royce & Associates’ Royce Premier Fund was
named the top fund over 10 years in the small-
cap core category by Lipper and a Legg Mason
Royce Fund was named Best in Class in the
BENCHMARK Fund of the Year Awards 2011 in
the U.S. small-cap equity category;
From an investment excellence standpoint,
several of our managers were recognized for
their noteworthy performance:
• Brandywine Global was named 2012 Best
Global Fixed Income Manager by Institutional
Investor and received two 2011 Best of the
Best Performance Awards from Asia Asset
Management in the Unhedged Global Bonds
category for their 3-year and 5-year performance.
The firm’s Brandywine Global Fixed Income
fund also earned 2012 Morningstar awards
for the Best Global Bond fund in Belgium, the
Netherlands, Hong Kong and Singapore;
• A Permal diversified multi-manager fixed income
fund was named best performing specialist fund
of hedge fund over 10 years and best performing
emerging markets fund of hedge fund by the
Hedge Fund Review at their Tenth European Fund
of Hedge Funds Awards; and,
• Legg Mason offices in Europe and Taiwan earned
a total of eight Lipper fund group awards,
including being recognized for the performance
of the Dublin- and Luxembourg-domiciled
cross-border fund ranges, which are subadvised
by various Legg Mason investment managers.
10 LEGG MASON 2012 ANNUAL REPORT
Our corporate center and global retail
distribution teams also made good progress this
past fiscal year and are working more actively
with affiliates and distribution partners across
asset classes and geographies to develop
targeted solutions and to offer high-performing
products in key channels to our clients. We
have a larger number of client-facing staff than
a year ago within a flatter and more efficient
distribution organization and are beginning
to see the benefits of our realigned structure.
Examples of this progress include the following:
• Legg Mason raised $599 million in June 2011 for
the ClearBridge Energy MLP Opportunity Fund
Inc., a closed-end fund which seeks to invest
primarily in master limited partnerships in the
energy sector;
• In early 2012, we launched the Permal Hedge
Strategies Fund, a product that is mirrored after
our fund-of-hedge funds manager’s highly-
acclaimed Fixed Income Holdings strategy and
that we expect will gain traction later this year.
This product is registered with the SEC and
produces 1099 tax reporting. Its innovative
structure allows a greater number of retail
investors access to Permal’s asset allocation and
alternative expertise;
• Legg Mason raised $421 million in the Legg Mason
Brandywine Global Income Opportunities Fund, a
global, flexible portfolio that uses a macro-value-
oriented approach to invest across countries,
currencies and credits, in March 2012; and,
• Importantly, our long-term global distribution
flows outside of the United States during fiscal
year 2012 were positive in five out of the six
regions in which we operate, including Japan,
Europe, Asia, the Americas and Australia.
We continued our commitment to allocating and
returning capital, as appropriate, during fiscal
year 2012. Our seed capital balance used to fund
new investments stands at nearly $390 million
and represents $27 billion of total assets under
management today in seeded products. During
fiscal year 2012, we deployed $122.5 million
and redeemed $134.1 million in seed capital, an
important tool that allows us to invest in growth
when we believe we have a marketable strategy
and performance advantage. We repurchased
a total of 13.6 million shares or 9% of shares
outstanding and recently increased our
quarterly dividend by 38% to $0.11 per share.
At the same time, we are more actively looking
to fill product gaps that will help to improve
our asset mix and flows. Importantly, over the
past two fiscal years, we have returned over
$915 million in capital to shareholders in the
form of share repurchases and dividends, while
maintaining a consistent level of cash and cash
LEGG MASON 2012 ANNUAL REPORT 11
Permal, led by Isaac Souede, is one of the world’s largest and oldest fund-of-hedge funds managers, providing investment opportunities in directional and absolute return strategies across global markets. The firm was recently profiled in personal WEALTH on insights from the past year and a look at the future of hedge funds.Portfolio managers from Batterymarch, Brandywine Global and Royce & Associates were interviewed on CNBC about global markets and various economic issues in 2011. Both Western Asset and
Brandywine Global received 2012
U.S. Investment Management
Awards from Institutional Investor.
The awards recognize managers
who “stood out in the eyes of the
investor community for their
exceptional performance, risk
management and service.”
In June 2011, we launched the ClearBridge Energy MLP
Opportunity Fund, raising $599 million for a new closed-
end fund that seeks to invest primarily in master limited
partnerships in the energy sector.
equivalents of approximately $1.4 billion at the
end of each year.
In May of 2012, we announced a new capital plan
to further enhance our financial flexibility and
position Legg Mason for sustained growth. The
plan includes the refinancing of $1.25 billion
of convertible senior notes due in 2015 with
longer debt maturities from a diverse investor
base. These refinancing transactions are
expected to be GAAP accretive beginning in the
second quarter of fiscal 2013 and immediately
reduced our outstanding debt by $350 million.
Furthermore, our Board of Directors authorized
$1.0 billion for additional share repurchases
through the use of up to 65% of future cash
generated from operations beginning in fiscal
2013. The remaining $155 million in previously
authorized share repurchases was also approved
for deployment in the first quarter of fiscal 2013.
Our Growth Opportunities
This has been an extremely challenging year
for the industry, with significant turbulence
in the financial markets and uncertainty among
institutional and individual investors. Nonetheless,
Legg Mason’s earnings power and cash generation
remain strong. We are a scale player in the asset
management industry with competitive, respected
brands and diversity among asset classes,
geographies, clients and channels. We have robust
global distribution capabilities and are able to
leverage additional capacity. And importantly, we
have maintained our financial discipline and strong
balance sheet during this period.
As we enter fiscal 2013, I view the following as
among Legg Mason’s major growth opportunities:
• Organic growth. We will target organic growth
through a focus on maintaining improved
investment performance, affiliate-led institutional
expansion, Legg Mason-led global retail sales and
collaborative product development. We will
continue to work to translate our strong pipeline
of unfunded business into positive flows and
utilize our retail distribution platform to achieve
incremental operating leverage;
• Fill product gaps. We will seek new sources of
top line growth and to fill product gaps through
bolt-ons, lift-outs and targeted acquisitions.
An important element in our strategy is to
participate in higher growth segments and
markets, including international equities and
alternatives; and,
• Balanced capital deployment. We will execute
our new capital plan and continue to manage our
12 LEGG MASON 2012 ANNUAL REPORT
Legg Mason’s Executive
Committee is comprised of (left
to right) Ron Dewhurst, Head of
Global Investment Managers;
Tom Lemke, General Counsel;
Jeff Nattans, Head of M&A
and Business Development;
Pete Nachtwey, Chief Financial
Officer; Mark Fetting, Chairman
and Chief Executive Officer;
and Joe Sullivan, Head of
Global Distribution.
capital base for the long term. Our balance sheet
flexibility enables us to both protect and grow
our business while also allowing us to return
excess capital to shareholders through share
repurchases and dividends, as appropriate.
market share as the markets improve, which we
are confident they will. And as we move forward,
we remain committed to making decisions and
investments we believe will generate sustained,
long-term value for our shareholders.
Mark R. Fetting
Chairman and Chief Executive Officer
June 8, 2012
Ongoing with these growth opportunities will
be a continued vigilance on managing costs
and on improving our operating margin. As a
pure asset manager with long-term oriented
affiliates covering almost all of the major asset
classes and strategies, we are confident in our
managers and optimistic that our performance
improvements will lead to inflows over time.
Closing
As Legg Mason enters our new fiscal year, we
remain focused on building upon our leading
position in global asset management. I believe
we have taken deliberate and meaningful steps
to improve our business for long-term success.
Our belief in the value of active management has
never wavered and each and every day our
employees are challenged to do their part in
delivering on our ultimate goal of investment
excellence. As the economy continues on its
path toward recovery, we believe we have
positioned ourselves well to capture additional
LEGG MASON 2012 ANNUAL REPORT 13
“ Our mission…To remain a leader in diversified fixed
income investment management with integrated global
operations, exercising uncompromising standards of
excellence and ethics in all aspects of our business.”
Western Asset is one of the world’s largest and
leading managers of fixed income investments, with
over $445 billion of assets under management. With a
combined staff of 905 employees, Western Asset offers
a broad range of fixed income investment services
representing a global array of currencies, investment
strategies and markets. Western Asset has 140 products,
managed globally, in 17 currencies. Clients domiciled
outside of the United States represented 35% of Western
Asset’s total assets under management at year-end.
Over the past 14 years, under the leadership of CEO Jim
Hirschmann, Western Asset has successfully executed
its strategic plan that has guided the company for many
years and remains the model for growth today:
• Deliver superior risk adjusted investment performance
results versus benchmark and peers;
• Continue to reinvest and allocate resources to develop
and attract top talent and to support increasingly complex
customized solutions;
• Strive to achieve industry best practices across all areas
of the firm;
• Continue to provide virtually any fixed income solution in
any currency; and,
• Continue to expand and develop globally while
preserving its culture of teamwork.
14 LEGG MASON 2012 ANNUAL REPORT
PasadenaInvestment Professionals: 52 Products: 39New YorkInvestment Professionals: 25 Products: 21LondonInvestment Professionals: 15 Products: 33SingaporeInvestment Professionals: 3 Products: 14Hong KongDubaiTokyoInvestment Professionals: 8 Products: 11São PauloInvestment Professionals: 17 Products: 15MelbourneInvestment Professionals: 5 Products: 7 Located in New York City and founded by President and
Co-Chief Investment Officer, Chuck Royce, the company
uses a bottom-up value approach, primarily seeking
companies with strong balance sheets and above-average
returns on invested capital that are trading at substantial
discounts to their intrinsic value. Royce manages
approximately $40 billion of assets through open-end
mutual funds, variable annuity funds and closed-end funds,
as well as institutional accounts and limited partnerships.
Wealth of Experience Royce & Associates is committed to
the same investment principles that have served it well for
almost 40 years. Chuck Royce enjoys one of the longest
tenures of any active mutual fund manager. Royce’s
investment staff also includes Co-Chief Investment Officer
W. Whitney George, 18 portfolio managers, five assistant
portfolio managers and analysts, and nine traders.
Multiple Funds, Common Focus Royce’s goal is to offer
both individual and institutional investors the best
available micro-cap, small-cap and mid-cap portfolios.
They have chosen to concentrate on smaller-company
investing by providing investors with a range of funds that
take full advantage of this large and diverse sector.
Consistent Discipline Royce’s approach emphasizes paying
close attention to risk and maintaining the same discipline,
regardless of market movements and trends. The price they
pay for a security must be significantly below their appraisal
of its current worth. This requires a thorough analysis of the
financial and business dynamics of an enterprise, as though
they were purchasing the entire company.
Co-Ownership of Funds It is important that Royce’s
employees and shareholders share a common financial goal.
The officers, employees and their families currently have
approximately $151 million invested in The Royce Funds and
are often among the largest individual shareholders.
Total Invested Assets
by Geography
U.S. Equity—79%
Rest of the World Equity—12%
European Equity—4%
Cash—5%
LEGG MASON 2012 ANNUAL REPORT 15
Permal is a leading global asset management group,
offering investment solutions through established
funds and customized portfolios, drawing on almost
four decades of experience in manager selection, asset
allocation and risk management, with a core competence
in alternative investments.
Permal’s principal asset management offices are in
London and New York, with offices in Dubai, Hong Kong,
Nassau, Paris, Singapore and Tokyo providing client
service and investment research support, and an office in
Boston housing its private equity group, Permal Capital
Management. Permal has an extensive institutional
and global client base, with a worldwide network of
distributors, including many of the world’s largest banks
and securities firms.
Permal manages over $18 billion and is widely recognized
for its long-term performance track record. The group
has extensive capabilities in fundamental analysis and
highly sophisticated analytic and risk management tools,
enabling it to structure and manage highly diversified
portfolios of specialized managers and distinct investment
styles. Ten of Permal’s 15 multi-manager fund offerings are
rated by Standard & Poor’s, of which eight are AA-rated
and two are A-rated.
Multi-Manager Funds’
Assets by Strategy
Global Macro—39%
Fixed Income—20%
Global Long/Short—12%
Event Driven—11%
Natural Resources—6%
Equity Long—3%
Relative Value Arbitrage—2%
Cash/Other—7%
16 LEGG MASON 2012 ANNUAL REPORT
ClearBridge, our largest equity manager and our second-
largest manager overall, manages nearly $56 billion in
assets. ClearBridge’s strategies are offered through a
number of investment vehicles including mutual funds,
separately managed accounts, commingled funds and
limited partnerships. Its diversified portfolio of products is
focused on four relevant themes: income solutions,
concentrated alpha, low volatility and global equities.
The ClearBridge platform offers a variety of investment
styles, from small-cap value to large-cap growth, all
utilizing a bottom-up, fundamental approach to security
selection that is primarily research driven with a focus on
companies with solid economic returns relative to their
risk-adjusted valuations. In order to promote cross-
fertilization, a collaborative approach exists between
style-based portfolio managers and the research team.
The distinct investment philosophies and approaches of
ClearBridge’s portfolio managers are united by a common,
fundamentally-focused research platform with an
emphasis on business models that they believe have
sustainable competitive advantages and supportive
balance sheets at attractive valuations.
The firm’s portfolio managers have strong track records in
equity investing, with an average of 24 years of investment
industry experience. ClearBridge currently has 156
employees, including 54 investment professionals, all of
whom are based in the United States, in New York and
San Francisco.
Global Currents, a Wilmington-based manager of
international and global equity portfolios with assets
under management of over $2 billion, operates as a
division of ClearBridge.
Assets by Product Type
Concentrated Alpha—53%
Income Solutions—22%
Low Volatility—19%
Global Equities—5%
Other—1%
LEGG MASON 2012 ANNUAL REPORT 17
“ Batterymarch’s mission is to provide consistent long-
term value by exceeding client expectations in both
performance and service. We are committed to fostering
a culture that rewards creative, collaborative thinking and
leverages new technology to maximize the effectiveness
of our entire organization.”
Batterymarch, a pioneer in quantitative equity
management, was one of the first U.S.-based managers to
invest in international and emerging markets. Established
in 1969, the Boston-based firm utilizes an adaptive,
bottom-up process that combines the wisdom and
experience of fundamental investors with the power and
efficiency of quantitative tools.
As a global equity manager of both institutional separate
accounts and subadvised funds, Batterymarch invests in
approximately 50 countries, with products that span the
full range of equity asset classes. The company customizes
its investment strategies to capture the intricacies of
individual regions, countries and sectors.
All of Batterymarch’s investment strategies are
collaborative and team driven, and incorporate rigorous
stock selection, effective risk control and cost-efficient
trading. Batterymarch has 90 employees, including
26 investment professionals. Its clients represent a broad
spectrum of investors, including corporate pension plans,
public funds, foundations and endowments, Taft-Hartley
plans and investment companies. More than half
of Batterymarch’s over $18 billion in assets under
management represent global, international or emerging
markets accounts, and over 31% is managed for clients
domiciled outside the United States.
Range of Investment Strategies
Developed Markets Equities
• Global
• Global Market Neutral
• U.S. Small Cap
• Global Unconstrained
• Global Inflation Sensitive
• U.S. Style-Based
• International
• Global Tactical Asset Allocation
• U.S. Market Neutral
• International Small Cap
• U.S. Large Cap
• ESG
• Regional
• U.S. Mid Cap
Emerging Markets Equities
• Global
• Global Smaller Companies
• Asia ex-Japan
• Asia ex-Japan Absolute Return
18 LEGG MASON 2012 ANNUAL REPORT
Since its founding in 1986, Brandywine Global has pursued
a singular investment approach—value investing. Its
assets under management today include an array of fixed
income, equity, and balanced portfolios that invest in
U.S., international, and global markets on behalf of over
375 institutional clients.
With over $37 billion in assets under management,
Brandywine Global’s growth has primarily been fueled
by an increasing presence in international markets, with
36% of assets managed on behalf of non-U.S. domiciled
clients. Its institutional client base includes public funds,
corporations, educational institutions, Taft-Hartley plans
and health care organizations.
Brandywine Global has approximately 150 employees,
including over 40 investment professionals, located in
Philadelphia, San Francisco, London and Singapore.
Brandywine Global works consistently to strengthen its
fundamental and quantitative research capabilities and
broaden their application to new securities and new
markets. The company’s mission is to deliver superior
investment solutions and performance to its clients by
listening to its clients; hiring, supporting and retaining the
industry’s best people; encouraging independent thinking
by sponsoring an open marketplace for ideas; promoting a
culture of integrity and partnership; and finding value,
throughout the world, which others have not yet recognized.
Assets by Strategy
Fixed Income—74%
Large Cap Equity—12%
Diversified Equity—10%
Small/Mid Cap Equity—3%
Balanced—1%
Assets by Client Type
Subadvisory —31%
Employee Benefit—24%
Government—15%
Public Retirement—10%
Endowment/Foundation—7%
Corporate/Operating—6%
Taft-Hartley—5%
Individual Investors—2%
LEGG MASON 2012 ANNUAL REPORT 19
Legg Mason Capital Management (“LMCM”) was
established in 1982 with the launch of its first equity
mutual fund, Legg Mason Value Trust. Since then, LMCM
has added additional mandates, as well as mutual fund
and institutional separate account clients from around the
globe. With over $8 billion in assets under management,
23% is managed on behalf of non-U.S. domiciled clients.
LMCM focuses on the investment process first and
foremost. The firm is structured and staffed to create an
environment that allows its investment professionals to
make sound, evidence-based decisions. LMCM believes
this is critical to delivering outstanding long-term
performance to its clients.
Independence, research innovation, and rational decision-
making are core characteristics of LMCM. The firm
constantly seeks new and better ways to understand
how people, businesses, and markets behave through
its ongoing research in capital markets theory, complex
systems, science, technology, and psychology. Security
markets are vibrant, complex systems, and LMCM
believes that investment management strategies must
adapt and evolve to ensure continued success.
At the heart of LMCM is a cohesive team of over 20
investment professionals, including seven portfolio
managers with an average of 21 years of investment
industry experience.
Retail and
Institutional Assets
Institutional—51%
Retail—49%
Components of
Institutional Assets
Separate
Accounts—52%
Institutional
Shares—20%
Sub-Advised
Accounts—28%
20 LEGG MASON 2012 ANNUAL REPORT
Warsaw
London
Hong Kong
Melbourne
The Legg Mason Global Equities Group is a collection of three specialty firms dedicated to the global equities asset class.
Esemplia Emerging Markets is a dedicated emerging markets equities manager with over 20 years of experience offering
long only and hedged investment strategies. Legg Mason Australian Equities is an Australian equities fund manager
specializing in a range of investment strategies and with a 29-year history for its core investment style. Legg Mason
Poland is one of the longest established asset managers in Poland, investing in bonds, equities and money markets.
As with all our managers, each affiliate operates with investment autonomy, pursuing its own unique investment
philosophy and process.
Assets by Investment Type
Diversified Balanced—50%
U.S. Equity—25%
U.S. Fixed Income—22%
Global Equity—3%
Legg Mason Investment Counsel provides highly tailored investment and trust strategies for affluent individuals, families
and institutions. Through an iterative and collaborative approach with its clients, the firm focuses on understanding goals
and needs before building individualized strategies. Integral to its core investment capabilities and to help clients achieve
their financial goals, the firm also has specializations in socially responsive investing, philanthropy, trust and family office
services, as well as estate and tax planning. Legg Mason Investment Counsel’s dedicated team of 21 portfolio managers
and trust officers average over 25 years of experience. The firm also employs 14 analysts whose work is for the benefit of
the firm’s clients only. Overall, the average client relationship approaches 20 years and often spans multiple generations.
Legg Mason Investment Counsel operates from offices in Baltimore, Cincinnati, Easton, New York and Philadelphia.
The foregoing information about Legg Mason, Inc. is designed to enhance stockholders’ understanding of the company, which offers investment management products and services
only through its various subsidiaries. Any information about these products and services is not intended to be an offer or solicitation to investors. All investment products or services
are only offered and managed by one or more of the company’s subsidiaries, and only such subsidiaries, or persons authorized by such subsidiaries, may make offers or solicitations
to investors regarding such products or services in accordance with applicable policies and requirements, including eligibility and other criteria.
LEGG MASON 2012 ANNUAL REPORT 21
Seated, left to right:
Barry W. Huff
Retired Vice Chairman, Deloitte
(Chairman of Risk Committee)
John T. Cahill
Executive Chairman, Kraft Foods North America
(Chairman of Finance Committee)
Harold L. Adams
Chairman Emeritus, RTKL Associates, Inc.
(Chairman of Compensation Committee)
Margaret Milner Richardson
Private Consultant and Investor; Former U.S.
Commissioner of Internal Revenue
John E. Koerner III
Managing Member, Koerner Capital, LLC
Board of Directors
Standing, left to right:
Nicholas J. St. George
Private Investor
Nelson Peltz
Chief Executive Officer and Founding Partner,
Trian Fund Management, L.P.
Kurt L. Schmoke
Dean, School of Law at Howard University;
Former Mayor of Baltimore
Cheryl Gordon Krongard
Private Investor; Former CEO, Rothschild Asset Management
Mark R. Fetting
Chairman and Chief Executive Officer, Legg Mason, Inc.
Dennis R. Beresford
Professor, University of Georgia; Former Chairman of Financial
Accounting Standards Board (Chairman of Audit Committee)
W. Allen Reed
Private Investor; Retired CEO, GM Asset Management
Corporation (Lead Independent Director and Chairman
of Nominating & Corporate Governance Committee)
Robert E. Angelica
Private Investor; Former Chairman and CEO,
AT&T Investment Management Corporation
22 LEGG MASON 2012 ANNUAL REPORT
Selected Financial Data
(Dollars in thousands, except per share amounts or unless otherwise noted)
OPERATING RESULTS
Operating revenues
2012
2011
2010
2009
2008
Years Ended March 31,
$2,662,574
$2,784,317
$2,634,879
$ 3,357,367
$ 4,634,086
Operating expenses, excluding impairment
2,323,821
2,397,509
2,313,696
2,718,577
3,432,910
Impairment of goodwill and intangible assets
Operating income (loss)
Other non-operating expense
Other non-operating income of consolidated
investment vehicles, net
Fund support
Income (loss) before income tax provision (benefit)
Income tax provision (benefit)
Net income (loss)
Less: Net income (loss) attributable to
noncontrolling interests
—
338,753
(54,006)
18,336
—
303,083
72,052
231,031
—
386,808
(23,315)
1,704
—
365,197
119,434
245,763
—
1,307,970
321,183
(32,027)
(669,180)
(243,577)
151,000
1,050,176
(5,573)
17,329
23,171
329,656
118,676
210,980
7,796
(2,283,236)
(3,188,197)
(1,223,203)
(1,964,994)
—
(607,276)
437,327
173,496
263,831
10,214
(8,160)
6,623
2,924
266
Net income (loss) attributable to Legg Mason, Inc.
$ 220,817
$ 253,923
$ 204,357
$(1,967,918)
$ 263,565
PER SHARE
Net income (loss) per share attributable to
Legg Mason, Inc. common shareholders:
Basic
Diluted
Weighted-average shares outstanding:
Basic
Diluted(1)
Dividends declared
BALANCE SHEET
Total assets
Long-term debt
Total stockholders’ equity
FINANCIAL RATIOS AND OTHER DATA
Adjusted income (loss)(2)
Adjusted income (loss) per diluted share(2)
Operating margin
Operating margin, as adjusted(3)
Total debt to total capital(4)
$ 1.54
$ 1.54
$ 1.63
$ 1.33
$ (13.99)
$ 1.86
$ 1.63
$ 1.32
$ (13.99)
$ 1.83
143,292
143,349
155,321
155,484
153,715
155,362
140,669
140,669
142,018
143,976
$ 0.32
$ 0.20
$ 0.12
$ 0.96
$ 0.96
$8,555,747
$8,707,756
$8,622,632
$ 9,232,299
$11,830,352
1,136,892
5,677,291
1,201,868
1,170,334
2,740,190
5,770,384
5,841,724
4,598,625
1,992,231
6,784,641
$ 397,030
$ 2.77
$ 439,248
$ 381,258
$(1,191,389)
$ 879,519
$ 2.83
$ 2.45
$ (8.47)
$ 6.11
12.7%
21.3%
19.6%
13.9%
23.2%
20.1%
12.2%
20.7%
19.6%
(19.9)%
23.9%
39.4%
22.7%
35.5%
26.9%
Assets under management (in millions)
$ 643,318
$ 677,646
$ 684,549
$ 632,404
$ 950,122
Full-time employees
2,979
3,395
3,550
3,890
4,220
(1) Basic shares and diluted shares are the same for periods with a net loss.
(2) Adjusted income (loss) is a non-GAAP performance measure. We define Adjusted income (loss) as Net income (loss) attributable to Legg Mason, Inc., plus
amortization and deferred taxes related to intangible assets and goodwill, and imputed interest and tax benefits on contingent convertible debt less deferred
income taxes on goodwill and indefinite-life intangible asset impairment, if any. We also adjust for non-core items that are not reflective of our economic
performance, such as impairment charges and the impact of tax rate adjustments on certain deferred tax liabilities related to indefinite-life intangible assets
and goodwill, and net money market fund support losses (gains). See Supplemental Non-GAAP Information in Management’s Discussion and Analysis of
Financial Condition and Results of Operations.
(3) Operating margin, as adjusted, is a non-GAAP performance measure we calculate by dividing (i) Operating income (loss), adjusted to exclude the impact
on compensation expense of gains or losses on investments made to fund deferred compensation plans, the impact on compensation expense of gains
or losses on seed capital investments by our affiliates under revenue sharing agreements, transition-related costs of streamlining our business model,
income (loss) of consolidated investment vehicles, and impairment charges by (ii) our operating revenues, adjusted to add back net investment advisory fees
eliminated upon consolidation of investment vehicles, less distribution and servicing expenses which we use as an approximate measure of revenues that
are passed through to third-parties, which we refer to as “Operating revenues, as adjusted.” See Supplemental Non-GAAP Information in Management’s
Discussion and Analysis of Financial Condition and Results of Operations.
(4) Calculated based on total debt as a percentage of total capital (total stockholders’ equity plus total debt) as of March 31.
LEGG MASON 2012 ANNUAL REPORT 23
Management’s Discussion and Analysis of Financial Condition
and Results of Operations
EXECUTIVE OVERVIEW
Legg Mason, Inc., a holding company, with its subsidiar-
ies (which collectively comprise “Legg Mason”) is a global
asset management firm. Acting through our subsidiaries,
we provide investment management and related services
to institutional and individual clients, company-sponsored
mutual funds and other investment vehicles. We offer
these products and services directly and through various
financial intermediaries. We have operations principally
in the United States of America (“U.S.”) and the United
Kingdom (“U.K.”) and also have offices in Australia,
Bahamas, Brazil, Canada, Chile, China, Dubai, France,
Germany, Italy, Japan, Luxembourg, Poland, Singapore,
Spain, Switzerland and Taiwan. All references to fiscal
2012, 2011 or 2010, refer to our fiscal year ended March 31
of that year. Terms such as “we,” “us,” “our,” and
“Company” refer to Legg Mason.
In connection with a realignment of our executive manage-
ment team during fiscal 2011, we no longer manage our
business in two divisions and, during fiscal 2012, eliminated
the previous separation of the Americas and International
divisions and combined them into one operating segment,
Global Asset Management. We believe this structure allows
us to function as a global organization with a single purpose.
As a result of this change, we no longer present assets
under management (“AUM”) or revenues by division.
Our operating revenues primarily consist of investment
advisory fees, from separate accounts and funds, and dis-
tribution and service fees. Investment advisory fees are
generally calculated as a percentage of the assets of the
investment portfolios that we manage. In addition, per-
formance fees may be earned under certain investment
advisory contracts for exceeding performance benchmarks.
Distribution and service fees are fees received for distribut-
ing investment products and services or for providing other
support services to investment portfolios, and are generally
calculated as a percentage of the assets in an investment
portfolio or as a percentage of new assets added to an
investment portfolio. Our revenues, therefore, are depen-
dent upon the level of our AUM and fee rates, and thus are
affected by factors such as securities market conditions,
our ability to attract and maintain AUM and key investment
personnel, and investment performance. Our AUM primar-
ily vary from period to period due to inflows and outflows
of client assets as well as market performance. Client
decisions to increase or decrease their assets under our
management, and decisions by potential clients to utilize
our services, may be based on one or more of a number of
factors. These factors include our reputation in the market-
place, the investment performance, both absolute and rela-
tive to benchmarks or competitive products, of our prod-
ucts and services, the fees we charge for our investment
services, the client or potential client’s situation, including
investment objectives, liquidity needs, investment horizon
and amount of assets managed, our relationships with dis-
tributors and the external economic environment, including
market conditions.
The fees that we charge for our investment services vary
based upon factors such as the type of underlying investment
product, the amount of assets under management, the asset
management affiliate that provides the services, and the type
of services (and investment objectives) that are provided.
Fees charged for equity asset management services are
generally higher than fees charged for fixed income and liquid-
ity asset management services. Accordingly, our revenues
will be affected by the composition of our AUM. In addition,
in the ordinary course of our business, we may reduce or
waive investment management fees, or limit total expenses,
on certain products or services for particular time periods
to manage fund expenses, or for other reasons, and to help
retain or increase managed assets. Under revenue shar-
ing agreements, certain of our asset management affiliates
retain different percentages of revenues to cover their costs,
including compensation. As such, our Net income attributable
to Legg Mason, Inc., operating margin and compensation as
a percentage of operating revenues are impacted based on
which affiliates generate our revenues, and a change in AUM
at one affiliate can have a dramatically different effect on our
revenues and earnings than an equal change at another affili-
ate. In addition, from time to time we may agree to changes
in revenue sharing agreements and other arrangements with
our asset management personnel, which may impact our
compensation expenses and profitability.
The most significant component of our cost structure is
employee compensation and benefits, of which a majority
is variable in nature and includes incentive compensation
that is primarily based upon revenue levels, non-compen-
sation related operating expense levels at revenue share-
based affiliates, and profits. The next largest component
of our cost structure is distribution and servicing expense,
which are primarily fees paid to third-party distributors for
selling our asset management products and services and
are largely variable in nature. Certain other operating costs
are fixed in nature, such as occupancy, depreciation and
amortization, and fixed contract commitments for market
data, communication and technology services, and usu-
ally do not decline with reduced levels of business activ-
ity or, conversely, usually do not rise proportionately with
increased business activity.
Our financial position and results of operations are materi-
ally affected by the overall trends and conditions of the
financial markets, particularly in the United States, but also
in the other countries in which we operate. Results of any
24 LEGG MASON 2012 ANNUAL REPORT
individual period should not be considered representative of
future results. Our profitability is sensitive to a variety of fac-
tors, including the amount and composition of our AUM, and
the volatility and general level of securities prices and inter-
est rates, among other things. Periods of unfavorable market
conditions are likely to affect our profitability adversely. In
addition, the diversification of services and products offered,
investment performance, access to distribution channels,
reputation in the market, attracting and retaining key employ-
ees and client relations are significant factors in determining
whether we are successful in attracting and retaining clients.
In the last few years, the industry has seen flows into prod-
ucts for which we do not currently garner significant market
share. In addition, the economic downturn of fiscal years
2008 and 2009 contributed to a significant contraction in our
business and we have not recovered to pre-downturn levels.
The financial services business in which we are engaged
is extremely competitive. Our competition includes numer-
ous global, national, regional and local asset management
firms, broker-dealers and commercial banks. The industry
has been impacted by continued economic uncertainty,
and in prior years, by the consolidation of financial services
firms through mergers and acquisitions.
The industry in which we operate is also subject to exten-
sive regulation under federal, state, and foreign laws. Like
most firms, we have been impacted by regulatory and
legislative changes. Responding to these changes has
required, and will continue to require, us to incur costs that
continue to impact our profitability.
Our strategy is focused on three primary areas listed
below. Management keeps these strategic priorities in
mind when it evaluates our operating performance and
financial condition. Consistent with this approach, we have
also listed below the most important matters on which
management currently focuses in evaluating our perfor-
mance and financial condition.
• Outstanding independent investment managers:
• The investment performance of our asset manage-
ment products and services compared to their
benchmarks and to the performance of competi-
tive products for the trailing 1-year, 3-year, 5-year,
and 10-year periods.
• Our AUM, the components of the changes in our
AUM amid continued market uncertainty, the long-
term trend of outflows in AUM, and the resulting
impact of changes in AUM on our revenues.
• A corporate center that delivers strategic value:
• Promote revenue growth through strategic marketing
of products to institutional clients, supported by retail
and instividual (e.g., 401(k) plans) distribution globally.
• Management of expenses.
• Allocating capital for diversified growth and returning
capital to shareholders as appropriate:
• The amount of excess capital we generate, and
deployment of that capital through share repur-
chases, investments in proprietary fund products,
dividends and targeted acquisitions.
The following discussion and analysis provides additional
information regarding our financial condition and results
of operations.
BUSINESS ENVIRONMENT AND
RESULTS OF OPERATIONS
Although the financial environment, both globally and in the
U.S., continued to rebound during fiscal 2012, challenging
and volatile conditions persisted throughout a portion of our
fiscal year. Economic uncertainties related to the European
debt crisis slowed the global economy, and the unprec-
edented downgrade to the U.S. credit rating in August 2011
contributed to a sharp decline in the equity markets during
the first half of fiscal 2012.
In spite of the challenging conditions during the first half
of our fiscal year, economic interventions which eased the
European debt crisis, and continuing improvement in U.S.
employment rates and consumer confidence, resulted in
equity market increases during the second half of the fiscal
year which more than offset earlier market declines. During
fiscal 2012, the Federal Reserve Board held the federal
funds rate at 0.25%, the lowest in history. While the eco-
nomic outlook has been more positive than in recent years,
the financial environment in which we operate continues to
be challenging, as we move into fiscal 2013.
All three major U.S. equity market indices, as well as the
Barclays Capital U.S. Aggregate Bond Index and Barclays
Capital Global Aggregate Bond Index, increased significantly
during the past two fiscal years as illustrated in the table below:
Indices(1)
Dow Jones Industrial Average
S&P 500
NASDAQ Composite Index
Barclays Capital U.S. Aggregate
% Change as of and for the
Year Ended March 31,
2012
7.24%
6.23%
11.16%
2011
13.48%
13.37%
15.98%
Bond Index
7.71%
5.12%
Barclays Capital Global Aggregate
Bond Index
5.26%
7.15%
(1) Indices are trademarks of Dow Jones & Company, McGraw-Hill Companies,
Inc., NASDAQ Stock Market, Inc., and Barclays Capital, respectively, which
are not affiliated with Legg Mason.
LEGG MASON 2012 ANNUAL REPORT 25
The following table sets forth, for the periods indicated, amounts in the Consolidated Statements of Income as a percent-
age of operating revenues and the increase (decrease) by item as a percentage of the amount for the previous period:
Operating Revenues
Investment advisory fees
Separate accounts
Funds
Performance fees
Distribution and service fees
Other
Total operating revenues
Operating Expenses
Compensation and benefits
Transition-related compensation
Total compensation and benefits
Distribution and servicing
Communications and technology
Occupancy
Amortization of intangible assets
Other
Total operating expenses
Operating Income
Other Income (Expense)
Interest income
Interest expense
Fund support
Other
Other non-operating income of consolidated investment vehicles
Total other income (expense)
Income before Income Tax Provision
Income tax provision
Net Income
Less: Net income (loss) attributable to noncontrolling interests
Percentage of
Operating Revenues
Period to Period
Change(1)
Years Ended March 31,
2012
2011
2010
2012
Compared
to 2011
2011
Compared
to 2010
29.1%
29.3% 30.9%
(4.9)%
0.1%
56.0
1.9
12.8
0.2
53.4
3.5
13.6
0.2
51.9
2.7
14.3
0.2
100.0
100.0
100.0
41.7
1.3
43.0
24.4
6.2
5.8
0.7
7.2
87.3
12.7
0.4
(3.3)
—
0.8
0.8
(1.3)
11.4
2.7
8.7
0.4
41.0
1.6
42.6
25.6
5.8
5.0
0.8
6.3
86.1
13.9
0.3
(3.3)
—
2.1
0.1
(0.8)
13.1
4.3
8.8
(0.3)
42.2
—
42.2
26.3
6.2
6.0
0.8
6.3
87.8
12.2
0.3
(4.8)
0.9
3.2
0.7
0.3
12.5
4.5
8.0
0.2
0.3
(48.8)
(10.1)
(16.0)
(4.4)
(2.7)
(23.1)
(3.5)
(8.9)
1.7
12.3
(14.6)
8.0
(3.1)
(12.4)
24.2
(5.0)
n/m
(62.9)
(65.1)
n/m
(17.0)
(39.7)
(6.0)
n/m
8.7
35.3
1.0
4.6
5.7
2.6
n/m
6.7
3.0
(0.7)
(12.2)
0.6
5.3
3.6
20.4
25.7
(27.0)
n/m
(31.4)
(90.2)
n/m
10.8
0.6
16.5
n/m
Net Income Attributable to Legg Mason, Inc.
8.3%
9.1%
7.8%
(13.0)%
24.3%
n/m-not meaningful
(1) Calculated based on the change in actual amounts between fiscal years as a percentage of the prior year amount.
26 LEGG MASON 2012 ANNUAL REPORT
FISCAL 2012 COMPARED WITH FISCAL 2011
Financial Overview
Net Income Attributable to Legg Mason, Inc. for the year
ended March 31, 2012, totaled $220.8 million, or $1.54
per diluted share, compared to $253.9 million, or $1.63
per diluted share, in the prior year. The decrease in Net
Income was primarily due to an increase in incentive com-
pensation from changes in an expense reimbursement
arrangement with Western Asset Management Company
(“Western Asset”), the impact of net market losses on
proprietary fund products and assets invested for deferred
compensation plans which are not offset in compensation
and benefits, and the net impact of decreased operat-
ing revenues. These decreases were offset in part by the
impact of cost savings due to our business streamlining
initiative, and the impact of tax benefits associated with
the restructuring of a foreign subsidiary and U.K. tax rate
changes. These items are further discussed in “Results of
Operations” below. Adjusted Income (see Supplemental
Non-GAAP Financial Information) decreased to $397.0 mil-
lion, or $2.77 per diluted share, for the year ended March 31,
2012, from $439.2 million, or $2.83 per diluted share, in
the prior year primarily due to the decrease in Net Income,
previously discussed, excluding the impact of U.K. tax rate
adjustments. Operating margin decreased to 12.7% from
13.9% in the prior year. Operating Margin, as Adjusted
(see Supplemental Non-GAAP Financial Information), for
the years ended March 31, 2012 and 2011, was 21.3% and
23.2%, respectively.
Assets Under Management
The components of the changes in our AUM (in billions) for
the years ended March 31, were as follows:
Beginning of period
Investment funds, excluding
liquidity funds(1)
Subscriptions
Redemptions
Separate account flows, net
Liquidity fund flows, net
Net client cash flows
Market performance and other(2)
Dispositions
End of period
2012
2011
$677.6
$684.5
46.9
(51.1)
(35.9)
12.6
(27.5)
17.1
(23.9)
49.5
(44.3)
(52.1)
(14.2)
(61.1)
56.3
(2.1)
$643.3
$677.6
(1) Subscriptions and redemptions reflect the gross activity in the funds and
include assets transferred between funds and between share classes.
(2) Includes impact of foreign exchange, reinvestment of dividends, and other.
AUM at March 31, 2012, was $643.3 billion, a decrease of
$34.3 billion, or 5%, from March 31, 2011. The decrease
in AUM was attributable to net client outflows of $27.5 bil-
lion and dispositions of $23.9 billion, which were partially
offset by market performance and other of $17.1 billion,
including the negative impact of foreign currency exchange
fluctuations. The majority of dispositions were in liquidity
assets, $19.9 billion, which resulted from the amendment
of historical Smith Barney brokerage programs discussed
below. There were also $4.0 billion in dispositions from
the divestiture of two small affiliates. Long-term asset
classes accounted for the net client outflows, with $21.3 bil-
lion and $18.6 billion in equity and fixed income outflows,
respectively, partially offset by liquidity inflows of
$12.4 billion. Equity outflows were primarily experi-
enced by products managed at Legg Mason Capital
Management, Inc. (“LMCM”), ClearBridge Advisors LLC
(“ClearBridge”), Batterymarch Financial Management,
Inc. (“Batterymarch”) and Royce & Associates (“Royce”).
Due in part to investment performance issues, we have
experienced net annual outflows in our equity asset class
since fiscal 2007. The majority of fixed income outflows
were in products managed by Western Asset, includ-
ing $12.7 billion in outflows from a single, low fee global
sovereign mandate. We expect to continue to experience
outflows from this mandate of approximately $1 billion
per month during fiscal 2013. With the exception of the
June 2011 quarter, we have experienced outflows in our
fixed income asset class since fiscal 2008. We generally
earn higher fees and profits on equity AUM, and out-
flows in this asset class will more negatively impact our
revenues and Net Income than would outflows in other
asset classes.
During the first quarter of fiscal 2012, Morgan Stanley
Smith Barney (“MSSB”) amended certain historical Smith
Barney brokerage programs providing for investment
in liquidity funds that our asset managers manage that
resulted in a reduction of $19.9 billion in liquidity AUM
during the year ended March 31, 2012. As a significant
portion of the management fees generated by these
assets were being waived prior to the disposition, the
disposition of this liquidity AUM resulted in a reduction
in operating revenue of $52.3 million, net of related fee
waivers, in the year ended March 31, 2012, as compared
to the year ended March 31, 2011. The disposition of this
AUM also resulted in reductions in distribution and ser-
vicing expenses of $41.4 million in the year ended March
31, 2012, as compared to the year ended March 31, 2011.
We expect the amendments to result in an additional
$6 billion in liquidity assets being transferred over the
next four months.
LEGG MASON 2012 ANNUAL REPORT 27
Our investment advisory and administrative contracts are
generally terminable at will or upon relatively short notice,
and investors in the mutual funds that we manage may
redeem their investments in the funds at any time without
prior notice. Institutional and individual clients can ter-
minate their relationships with us, reduce the aggregate
amount of assets under management, or shift their funds
to other types of accounts with different rate structures for
any number of reasons, including investment performance,
changes in prevailing interest rates, changes in our reputa-
tion in the marketplace, changes in management or control
of clients or third-party distributors with whom we have
relationships, loss of key investment management person-
nel or financial market performance.
AUM by Asset Class
AUM by asset class (in billions) as of March 31 was as follows:
Equity
Fixed Income
Liquidity
Total
2012
$163.4
356.1
123.8
$643.3
% of Total
26%
55
19
100%
2011
$189.6
356.6
131.4
$677.6
% of Total
% Change
28%
(14)%
53
19
—
(6)
100%
(5)%
The component changes in our AUM by asset class (in billions) for the fiscal year ended March 31, 2012, were as follows:
March 31, 2011
Investment funds, excluding liquidity funds
Subscriptions
Redemptions
Separate account flows, net
Net client cash flows
Market performance and other
Dispositions
March 31, 2012
Liquidity fund flows, net
Equity
$189.6
21.7
(30.4)
(12.6)
—
(21.3)
(2.1)
(2.8)
$163.4
Fixed Income
Liquidity
$356.6
$131.4
25.2
(20.7)
(23.1)
—
(18.6)
19.3
(1.2)
$356.1
—
—
(0.2)
12.6
12.4
(0.1)
(19.9)
$123.8
Total
$677.6
46.9
(51.1)
(35.9)
12.6
(27.5)
17.1
(23.9)
$643.3
Average AUM by asset class (in billions) for the year ended March 31 were as follows:
Equity
Fixed Income
Liquidity
Total
2012
$168.4
359.8
116.6
$644.8
% of Total
26%
56
18
100%
2011
$173.8
361.6
133.8
$669.2
% of Total
% Change
26%
(3)%
54
20
—
(13)
100%
(4)%
Investment Performance(1)
Overall investment performance of our assets under man-
agement in the year ended March 31, 2012, was generally
positive compared to relevant benchmarks.
The equity markets ended a difficult year on a positive note,
responding favorably to improving unemployment figures,
the conclusion of bank stress tests resulting in certain banks
increasing dividends, and reduced fears of a European debt
fallout. As a result, most U.S. indices produced positive
returns for our full fiscal year. The most notable was the
NASDAQ Composite returning 11.2% for the year ended
March 31, 2012.
In the fixed income markets, improved economic data
suggested that the recovery was strengthening. Flights-to-
safety ebbed as the European debt crisis eased allowing
U.S. Treasury rates to climb from historically low levels. The
yield curve steepened over the year as economic releases
from the Federal Reserve Board painted an increasingly
optimistic picture and talk of a third round of quantitative
easing diminished.
(1) Index performance in this section includes reinvestment of dividends and capital gains.
28 LEGG MASON 2012 ANNUAL REPORT
The worst performing fixed income sector for the year
was high yield bonds, as measured by the Barclays High
Yield Index returning 6.5%. The best performing fixed
income sector for the year was Treasury Inflation Protected
Securities (TIPS), as measured by the Barclays U.S. TIPS
Index returning 12.2% as of March 31, 2012.
The following table presents a summary of the percentage of our marketed composite assets(2) that outpaced their bench-
marks as of March 31, 2012 and 2011, for the trailing 1-year, 3-year, 5-year, and 10-year periods:
As of March 31, 2012
As of March 31, 2011
1-year
3-year
5-year
10-year
1-year
3-year
5-year
10-year
Total (includes liquidity)
Equity
Fixed income
60%
48%
49%
80%
47%
87%
69%
66%
58%
86%
80%
83%
75%
42%
82%
78%
57%
80%
74%
61%
70%
84%
77%
81%
The following table presents a summary of the percentage of our U.S. mutual fund assets(3) that outpaced their Lipper cat-
egory averages as of March 31, 2012 and 2011, for the trailing 1-year, 3-year, 5-year, and 10-year periods:
Total long-term
(excludes liquidity)
Equity
Fixed income
As of March 31, 2012
As of March 31, 2011
1-year
3-year
5-year
10-year
1-year
3-year
5-year
10-year
67%
57%
84%
66%
56%
81%
78%
73%
87%
74%
71%
83%
56%
58%
52%
74%
70%
83%
70%
68%
78%
67%
60%
85%
(2) A composite is an aggregation of discretionary portfolios (separate accounts and investment funds) into a single group that represents a particular invest-
ment objective or strategy. Each of our asset managers has its own specific guidelines for including portfolios in their marketed composites. Assets under
management that are not managed in accordance with the guidelines are not included in a composite. As of March 31, 2012 and 2011, 91% and 89% of our
equity assets under management and 88% and 89% of our fixed income assets under management, respectively, were in marketed composites.
(3) Source: Lipper Inc. includes open-end, closed-end, and variable annuity funds. As of March 31, 2012 and 2011, the U.S. long-term mutual fund assets rep-
resented in the data accounted for 18% and 17%, respectively, of our total assets under management. The performance of our U.S. long-term mutual fund
assets is included in the marketed composites.
Business Model Streamlining Initiative
In May 2010, we announced an initiative to streamline our
business model to drive increased profitability and growth
that primarily involved transitioning certain shared ser-
vices to our investment affiliates which are closer to the
actual client relationships. The initiative resulted in over
$140 million in cost savings, which will be fully realized
on an annual basis, beginning in fiscal 2013. These cost
savings consist of (i) over $80 million in compensation
and benefits cost reductions from eliminating positions in
certain corporate shared services functions as a result of
transitioning such functions to the affiliates, and charging
affiliates for other centralized services that will continue
to be provided to them without any corresponding adjust-
ment in revenue sharing or other compensation arrange-
ments; (ii) approximately $50 million in non-compensation
costs from eliminating and streamlining activities in our
corporate and distribution business units, including sav-
ings associated with consolidating office space; and (iii)
approximately $10 million from our global distribution
group sharing in affiliate revenues from retail assets under
management without any corresponding adjustment in
revenue sharing or other compensation arrangements.
The initiative involved $127.5 million in transition-related costs
that primarily included charges for employee termination ben-
efits and incentives to retain employees during the transition
period. The transition-related costs also included charges for
consolidating leased office space, early contract termina-
tions, accelerated depreciation of fixed assets, asset dispos-
als and professional fees. During the years ended March 31,
2012 and 2011, transition-related costs totaled $73.1 million
and $54.4 million, respectively. All transition-related costs
have been accrued as of March 31, 2012. Significant events
of fiscal 2012 related to the initiative included the transition
of shared services to our affiliates, as well as reductions-in-
force made over three phases. For the year ended March 31,
2012, we have achieved total estimated transition-related
savings of approximately $97 million, and we expect total
annual savings of approximately $140 million beginning in
fiscal 2013, when compared to similar expenses prior to the
commencement of the streamlining initiative. A majority of
the estimated transition-related savings were first achieved
in fiscal 2012, and are noted, where applicable, in the results
of operations discussion to follow. See Note 16 of Notes to
Consolidated Financial Statements for additional information
on our business streamlining initiative.
LEGG MASON 2012 ANNUAL REPORT 29
RESULTS OF OPERATIONS
In accordance with financial accounting standards on con-
solidation, we consolidate and separately identify certain
sponsored investment vehicles, the most significant of
which is a collateralized loan obligation entity (“CLO”).
The consolidation of these investment vehicles has no
impact on Net Income Attributable to Legg Mason, Inc.
and does not have a material impact on our consolidated
operating results. We also hold investments in certain con-
solidated sponsored investment funds and the change in
the value of these investments, which is recorded in Other
non-operating income (expense), is reflected in our Net
Income, net of amounts allocated to noncontrolling inter-
ests. The impact of the consolidation of investment vehi-
cles is presented below in our “Consolidated Statements
of Income, Excluding Consolidated Investment Vehicles”
(See Supplemental Non-GAAP Financial Information). Also,
see Notes 1 and 18 of Notes to Consolidated Financial
Statements for additional information regarding the con-
solidation of investment vehicles.
Operating Revenues
Total operating revenues for the year ended March 31, 2012,
were $2.7 billion, a decrease of 4.4% from $2.8 billion in the
prior year, primarily due to a 4% decrease in average AUM
and a $47.2 million decrease in performance fees. This
decrease was offset in part by an increase in average AUM
revenue yields, from 34.4 basis points in the year ended
March 31, 2011, to 35.2 basis points in the year ended
March 31, 2012, resulting from a more favorable average
asset mix. The previously discussed disposition of liquidity
AUM related to the MSSB relationship resulted in a reduc-
tion in operating revenues of $52.3 million, net of related
fee waivers, in fiscal 2012, as compared to fiscal 2011, as
a significant portion of the management fees generated by
these assets were being waived prior to the disposition.
Investment advisory fees from separate accounts decreased
$40.1 million, or 4.9%, to $775.5 million. Of this decrease,
$25.9 million was primarily the result of lower average equity
assets managed by LMCM, Batterymarch, ClearBridge
and Legg Mason Investment Counsel & Trust Company
(“LMIC”), and $8.0 million was primarily due to the dives-
titure of a Singapore-based asset manager in fiscal 2011.
These decreases were offset in part by an increase of
$6.7 million due to higher average fixed income assets man-
aged by Brandywine Global Management, LLC (“Brandywine”).
by a decrease of $51.3 million, net of related fee waivers,
due to lower average liquidity assets managed at Western
Asset, primarily as a result of the previously discussed dis-
position of liquidity AUM related to our MSSB relationship,
as well as a $31.5 million decrease as a result of lower
average equity assets managed by LMCM and Permal
Group, Ltd. (“Permal”).
Performance fees decreased 48.8%, or $47.2 million, to
$49.5 million during the year ended March 31, 2012, primar-
ily as a result of lower fees earned on assets managed at
Permal and Western Asset, offset slightly by an increase in
performance fees earned on assets managed at Brandywine.
Distribution and service fees decreased $38.2 million, or
10.1%, to $341.0 million, primarily due to the disposition of
the liquidity AUM related to the MSSB relationship, as well
as a decline in average mutual fund AUM subject to distri-
bution and service fees.
Operating Expenses
Total compensation and benefits decreased $41.0 million
to $1.1 billion. Transition-related compensation decreased
$10.4 million to $34.6 million, and represents accruals
for severance and retention costs related to our busi-
ness streamlining initiative. Compensation and benefits,
excluding transition-related compensation, decreased
$30.6 million, or 2.7%, to $1.1 billion, primarily driven by a
$49.8 million decrease in corporate compensation, primar-
ily due to headcount reductions resulting from our busi-
ness streamlining initiative, as well as a $43.2 million net
decrease in compensation at revenue share-based affili-
ates. Additionally, there was a decrease in deferred com-
pensation and revenue share-based incentive obligations
of $22.5 million, primarily resulting from reduced gains on
assets invested for deferred compensation plans and seed
capital investments, which are offset by correspond-
ing decreases in Other non-operating income (expense).
These decreases were offset in part by an increase in
incentives from changes in an expense reimbursement
arrangement with Western Asset, including an increase
in non-cash amortization expense associated with cer-
tain related deferred compensation awards, totaling
$71.8 million, as well as additional costs of approximately
$20.5 million associated with market-based compensation
increases among retained staff and new employees, pri-
marily in our global distribution group, to support on-going
growth initiatives.
Investment advisory fees from funds remained essen-
tially flat at $1.5 billion for both periods. Higher average
equity assets managed by Royce and ClearBridge, and
higher average fixed income assets, primarily managed at
Western Asset, resulted in an increase of $41.3 million and
$41.1 million, respectively. These increases were offset
Compensation as a percentage of operating revenues
increased to 43.0% from 42.6% in the prior fiscal year,
primarily due to the impact of the change in the expense
reimbursement arrangement with Western Asset and
market-based compensation increases among retained
30 LEGG MASON 2012 ANNUAL REPORT
staff and new employees, discussed above. These
increases were offset in part by the impact of lower
corporate compensation costs, primarily attributable to
our business streamlining initiative, the impact of com-
pensation decreases related to reduced market gains
on assets invested for deferred compensation plans and
seed capital investments, and the decrease in transition-
related compensation.
Distribution and servicing expenses decreased 8.9% to
$649.7 million, principally driven by a $41.4 million decrease
due to the previously discussed disposition of liquidity AUM
related to the MSSB relationship, as well as a $6.9 million
decrease in servicing expenses as a result of our business
streamlining initiative. A $5.8 million decline in structuring
fees related to closed-end fund launches also contributed to
the decrease.
Interest expense decreased 5.0% to $87.6 million, primarily
as a result of the retirement of our Equity Units during fiscal
2012, which reduced interest expense by $4.1 million.
Other non-operating income decreased $37.5 million to
$22.1 million, primarily as a result of $56.0 million in net
market losses on investments in proprietary fund products,
which were partially offset by corresponding compensa-
tion decreases discussed above, and $11.8 million due to
reduced gains on assets invested for deferred compensa-
tion plans, which were substantially offset by corresponding
compensation decreases described above. These decreases
were offset in part by an $11.3 million increase in dividend
income, which was partially offset by a corresponding com-
pensation increase under revenue-sharing agreements, a
gain of $8.6 million related to an assigned bankruptcy claim,
and a gain of $7.5 million on the sale of a small affiliate.
Communications and technology expense increased 1.7%
to $164.7 million, driven by increases, principally in data
processing costs, market data costs, and consulting fees,
totaling $12.2 million, primarily due to transition-related
costs incurred as a result of our business streamlining
initiative. These increases were offset in part by $9.3 mil-
lion in cost savings as a result of our streamlining changes,
including reduced depreciation of technology hardware and
software and consulting fees.
Occupancy expense increased 12.3% to $154.8 million, pri-
marily due to a $14.7 million net increase in lease reserves
recorded in fiscal 2012, primarily related to permanently
abandoning certain office space as part of our business
streamlining initiative. In addition, there was a $10.3 mil-
lion increase as a result of the acceleration of depreciation
related to space permanently abandoned in fiscal 2012,
also related to our business streamlining initiative. These
increases were offset in part by the impact of the write-off
of a $4.1 million real estate escrow deposit in the prior year
and a $3.3 million reduction in depreciation on furniture and
leasehold improvements, both resulting from our business
streamlining initiative.
Amortization of intangibles decreased 14.6% to $19.6 mil-
lion, primarily due to the full amortization of certain man-
agement contracts during fiscal 2012.
Other expenses increased $14.1 million, or 8.0%, to $190.7 mil-
lion, primarily as a result of an increase in expense reimburse-
ments paid to certain mutual funds during the current year
under expense cap arrangements.
Non-Operating Income (Expense)
Interest income increased 24.2% to $11.5 million, driven by
higher yields earned on investment balances.
Other non-operating income of consolidated investment
vehicles (“CIVs”) increased $16.6 million to $18.3 million,
due to net market gains on investments of certain CIVs.
Income Tax Provision
The provision for income taxes was $72.1 million compared
to $119.4 million in the prior year. During fiscal 2012, The
U.K. Finance Act 2011 (the “Act”) was enacted. The Act
reduced the main U.K. corporate income tax rate from 27%
to 26% effective April 1, 2011, and to 25% effective April 1,
2012. The impact of the tax rate changes on the revalua-
tion of certain existing deferred tax liabilities resulted in a
tax benefit of $18.3 million in the current year. The prior
year also included a similar tax benefit of $8.9 million on
the revaluation of deferred tax liabilities. In addition, the
restructuring of our Australian business, partially offset by
adjustments to the net value of certain deferred tax assets,
resulted in a net tax benefit of $10.1 million in the current
year. The effective tax rate was 23.8% compared to 32.7%
in the prior year. Changes in the U.K. tax rate impacted
the effective tax rate by 6.0 and 2.5 percentage points in
the years ended March 31, 2012 and 2011, respectively.
In addition, the restructuring of our Australian business,
partially offset by adjustments to the net value of certain
deferred tax assets, impacted the effective tax rate by
3.3 percentage points in the current year.
Supplemental Non-GAAP Financial Information
As supplemental information, we are providing performance
measures that are based on methodologies other than
generally accepted accounting principles (“non-GAAP”)
for “Consolidated Statements of Income, Excluding
Consolidated Investment Vehicles”, “Adjusted Income”, and
“Operating Margin, As Adjusted” that management uses
as benchmarks in evaluating and comparing our period-to-
period operating performance.
LEGG MASON 2012 ANNUAL REPORT 31
Consolidated Statements of Income,
Excluding Consolidated Investment Vehicles
In accordance with financial accounting standards on consolida-
tion, we consolidate and separately identify certain sponsored
investment vehicles, the most significant of which is a CLO. In
presenting our “Consolidated Statements of Income, Excluding
Consolidated Investment Vehicles,” we add back the invest-
ment advisory and distribution and servicing fees that are
eliminated upon the consolidation of investment vehicles and
exclude the operating expenses and the impact on non-operating
income (expense) and noncontrolling interests of CIVs.
We believe it is important to provide the Consolidated
Statements of Income, Excluding Consolidated Investment
Vehicles to present the underlying economic performance
of our core asset management operations, which does not
include the results of the investment funds that we manage
but may not own all of the equity invested. By deconsolidat-
ing the CIVs from the Consolidated Statements of Income,
the investment advisory and distribution fees we earn from
CIVs are added back to reflect our actual revenues. Similarly,
the operating expenses and the impact on non-operating
income (expense) and noncontrolling interests of CIVs are
removed from the GAAP basis Consolidated Statements
of Income since this activity does not actually belong to us.
The deconsolidation of the investment vehicles does not
have any impact on Net Income Attributable to Legg Mason,
Inc. in any period presented. The Consolidated Statements
of Income, Excluding Consolidated Investment Vehicles
are presented in addition to our GAAP basis Consolidated
Statements of Income, but are not substitutes for the GAAP
basis Consolidated Statements of Income and may not be
comparable to Consolidated Statements of Income presented
on a non-GAAP basis of other companies.
The following table presents a reconciliation of our Consolidated Statements of Income presented on a GAAP basis to our
Consolidated Statements of Income, Excluding Consolidated Investment Vehicles for the years ended March 31, 2012 and
2011 (in thousands):
For the Years Ended March 31,
2012
2011
GAAP Basis
CIVs
Non-GAAP
Basis—
Excluding
CIVs
GAAP Basis
CIVs
Non-GAAP
Basis—
Excluding
CIVs
$2,662,574
$ 3,094
$2,665,668
$2,784,317
$4,133
$2,788,450
2,323,821
(608)
2,323,213
2,397,509
(571)
2,396,938
338,753
3,702
(35,670)
(13,566)
342,455
(49,236)
72,052
—
72,052
231,031
(9,864)
221,167
245,763
8,384
386,808
(21,611)
365,197
119,434
4,704
3,680
8,384
—
391,512
(17,931)
373,581
119,434
254,147
Total operating revenues
Total operating expenses
Operating Income
Other non-operating income (expense)
Income tax provision
Net Income (Loss)
Less: Net income (loss) attributable to
noncontrolling interests
Income (Loss) before Income Tax Provision
303,083
(9,864)
293,219
10,214
(9,864)
350
(8,160)
8,384
224
Net Income Attributable to Legg Mason, Inc.
$ 220,817
$ — $ 220,817
$ 253,923
$ — $ 253,923
Adjusted Income
We define “Adjusted Income” as Net Income Attributable
to Legg Mason, Inc., plus amortization and deferred taxes
related to intangible assets and goodwill, and imputed inter-
est and tax benefits on contingent convertible debt less
deferred income taxes on goodwill and indefinite-life intan-
gible asset impairment, if any. We also adjust for non-core
items that are not reflective of our economic performance,
such as the impact of tax rate adjustments on certain
deferred tax liabilities related to indefinite-life intangible
assets, and net money market fund support losses (gains).
We believe that Adjusted Income provides a useful represen-
tation of our operating performance adjusted for non-cash
acquisition related items and other items that facilitate com-
parison of our results to the results of other asset manage-
ment firms that have not issued contingent convertible debt,
made significant acquisitions, or engaged in money market
fund support transactions. We also believe that Adjusted
Income is an important metric in estimating the value of an
asset management business.
Adjusted Income only considers adjustments for certain
items that relate to operating performance and compa-
rability, and therefore, is most readily reconcilable to Net
Income Attributable to Legg Mason, Inc. determined under
GAAP. This measure is provided in addition to Net Income
Attributable to Legg Mason, Inc., but is not a substitute for
32 LEGG MASON 2012 ANNUAL REPORT
Net Income Attributable to Legg Mason, Inc. and may not be
comparable to non-GAAP performance measures, including
measures of adjusted earnings or adjusted income, of other
companies. Further, Adjusted Income is not a liquidity mea-
sure and should not be used in place of cash flow measures
determined under GAAP. We consider Adjusted Income to
be useful to investors because it is an important metric in
measuring the economic performance of asset management
companies, as an indicator of value, and because it facilitates
comparison of our operating results with the results of other
asset management firms that have not issued contingent
convertible debt, engaged in significant acquisitions, or
engaged in money market fund support transactions.
In calculating Adjusted Income, we add the impact of the
amortization of intangible assets from acquisitions, such as
management contracts, to Net Income Attributable to Legg
Mason, Inc. to reflect the fact that these non-cash expenses
distort comparisons of our operating results with the results
of other asset management firms that have not engaged
in significant acquisitions. Deferred taxes on indefinite-life
intangible assets and goodwill include actual tax benefits
from amortization deductions that are not realized under
GAAP absent an impairment charge or the disposition of the
related business. Because we fully expect to realize the eco-
nomic benefit of the current period tax amortization, we add
this benefit to Net Income Attributable to Legg Mason, Inc.
in the calculation of Adjusted Income. However, because
of our net operating loss carryforward, we will receive the
benefit of the current tax amortization over time. Conversely,
we subtract the non-cash income tax benefits on goodwill
and indefinite-life intangible asset impairment charges and
United Kingdom tax rate adjustments on excess book basis
on certain acquired indefinite-life intangible assets, if appli-
cable, that have been recognized under GAAP. We also add
back imputed interest on contingent convertible debt, which
is a non-cash expense, as well as the actual tax benefits on
the related contingent convertible debt that are not realized
under GAAP. We also add (subtract) other non-core items,
such as net money market fund support losses (gains) (net
of losses on the sale of the underlying structured investment
vehicle (“SIV”) securities, if applicable). These adjustments
reflect that these items distort comparisons of our operating
results to prior periods and the results of other asset man-
agement firms that have not engaged in money market fund
support transactions or significant acquisitions, including any
related impairments.
Should a disposition, impairment charge or other non-core
item occur, its impact on Adjusted Income may distort
actual changes in the operating performance or value of
our firm. Also, realized losses on money market fund sup-
port transactions are reflective of changes in the operating
performance and value of our firm. Accordingly, we moni-
tor these items and their related impact, including taxes, on
Adjusted Income to ensure that appropriate adjustments
and explanations accompany such disclosures.
Although depreciation and amortization of fixed assets are
non-cash expenses, we do not add these charges in calcu-
lating Adjusted Income because these charges are related
to assets that will ultimately require replacement.
A reconciliation of Net Income Attributable to Legg Mason, Inc. to Adjusted Income (in thousands except per share amounts)
is as follows:
Net Income Attributable to Legg Mason, Inc.
Plus (less):
Amortization of intangible assets
Deferred income taxes on intangible assets:
Tax amortization benefit
U.K. tax rate adjustment
Imputed interest on convertible debt
Adjusted Income
Net Income per diluted share attributable to Legg Mason, Inc. common shareholders
Plus (less):
Amortization of intangible assets
Deferred income taxes on intangible assets:
Tax amortization benefit
U.K. tax rate adjustment
Imputed interest on convertible debt
Adjusted Income per diluted share
For the Years Ended March 31,
2012
$220,817
2011
$253,923
19,574
22,913
135,830
(18,268)
39,077
$397,030
$ 1.54
0.14
0.95
(0.13)
0.27
134,602
(8,878)
36,688
$439,248
$ 1.63
0.15
0.87
(0.06)
0.24
$ 2.77
$ 2.83
LEGG MASON 2012 ANNUAL REPORT 33
Operating Margin, as Adjusted
We calculate “Operating Margin, as Adjusted,” by dividing
(i) Operating Income, adjusted to exclude the impact on
compensation expense of gains or losses on investments
made to fund deferred compensation plans, the impact
on compensation expense of gains or losses on seed
capital investments by our affiliates under revenue sharing
agreements, transition-related costs of streamlining our
business model, income (loss) of CIVs, and impairment
charges by (ii) our operating revenues, adjusted to add back
net investment advisory fees eliminated upon consolida-
tion of investment vehicles, less distribution and servicing
expenses which we use as an approximate measure of
revenues that are passed through to third parties, which
we refer to as “Operating Revenues, as Adjusted.” The
compensation items, other than transition-related costs,
are removed from Operating Income in the calculation
because they are offset by an equal amount in Other non-
operating income (expense), and thus have no impact on
Net Income Attributable to Legg Mason, Inc. Transition-
related costs and income (loss) of CIVs are removed from
Operating Income in the calculation because these items
are not reflective of our core asset management opera-
tions. We use Operating Revenues, as Adjusted in the
calculation to show the operating margin without distribu-
tion 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, although dis-
tribution and servicing expenses may include commissions
paid in connection with the launching of closed-end funds
for which there is no corresponding revenue in the period.
Operating Revenues, as Adjusted, also include our advisory
revenues we receive from CIVs that are eliminated in con-
solidation under GAAP.
We believe that Operating Margin, as Adjusted, is a use-
ful measure of our performance because it provides a
measure of our core business activities excluding items
that have no impact on Net Income Attributable to Legg
Mason, Inc. and because it indicates what our operating
margin would have been without the distribution revenues
that are passed through to third parties as a direct cost
of selling our products, transition-related costs, and the
impact of the consolidation of certain investment vehicles
described above. The consolidation of these invest-
ment vehicles does not have an impact to Net Income
Attributable to Legg Mason, Inc. This measure is provided
in addition to our operating margin calculated under GAAP,
but is not a substitute for calculations of margins under
GAAP and may not be comparable to non-GAAP perfor-
mance measures, including measures of adjusted margins
of other companies.
The calculation of Operating margin and Operating margin, as adjusted, is as follows (dollars in thousands):
Operating Revenues, GAAP basis
Plus (less):
Operating revenues eliminated upon consolidation of investment vehicles
Distribution and servicing expense excluding consolidated investment vehicles
Operating Revenues, as Adjusted
Operating Income, GAAP basis
Plus (less):
Gains (losses) on deferred compensation and seed investments
Transition-related costs
Operating income and expenses of consolidated investment vehicles
Operating Income, as Adjusted
Operating margin, GAAP basis
Operating margin, as adjusted
For the Years Ended March 31,
2012
2011
$2,662,574
$2,784,317
3,094
(649,679)
$2,015,989
$ 338,753
4,133
(712,779)
$2,075,671
$ 386,808
13,809
73,066
3,702
36,274
54,434
4,704
$ 429,330
$ 482,220
12.7%
21.3
13.9%
23.2
34 LEGG MASON 2012 ANNUAL REPORT
FISCAL 2011 COMPARED WITH FISCAL 2010
Financial Overview
Net income attributable to Legg Mason, Inc. for the
year ended March 31, 2011, totaled $253.9 million, or
$1.63 per diluted share, compared to $204.4 million, or
$1.32 per diluted share, in the prior year. The increase
in Net Income was primarily due to the net impact of
increased operating revenues, reflecting a more favor-
able asset mix and increased performance fees, reduced
interest expense, and a change in the U.K. tax rate.
These increases were offset in part by the impact of
transition-related compensation, the impact of gains on
fund support recognized in the prior year, and an increase
in costs associated with closed-end fund launches. These
items are further discussed in “Results of Operations”
below. Adjusted Income (see Supplemental Non-GAAP
Financial Information) was $439.2 million, or $2.83 per
diluted share, compared to $381.3 million, or $2.45 per
diluted share, in the prior year. This increase was pri-
marily due to the increase in Net Income, as previously
discussed, excluding the impact of the current year
U.K. tax rate change and fund support gains in the prior
year. Operating margin increased to 13.9% from 12.2%
in the prior year. Operating margin, as adjusted (see
Supplemental Non-GAAP Financial Information) increased
to 23.2% from 20.7% in the prior year.
Assets Under Management
The components of the changes in our AUM (in billions) for
the years ended March 31 were as follows:
Beginning of period
Investment funds, excluding
liquidity funds(1)
Subscriptions
Redemptions
Separate account flows, net
Liquidity fund flows, net
Net client cash flows
Market performance and other(2)
Dispositions
End of period
2011
2010
$684.5
$632.4
49.5
(44.3)
(52.1)
(14.2)
(61.1)
56.3
(2.1)
38.8
(40.2)
(76.5)
(4.1)
(82.0)
134.1
—
$677.6
$684.5
(1) Subscriptions and redemptions reflect the gross activity in the funds and
include assets transferred between funds and between share classes.
(2) Includes impact of foreign exchange, reinvestment of dividends, and other.
AUM at March 31, 2011, was $678 billion, a decrease of
$7 billion or 1% from March 31, 2010. The decrease in AUM
was attributable to net client outflows of $61 billion, which
were partially offset by market appreciation of $56 billion, of
which approximately 17% resulted from the impact of foreign
currency exchange fluctuation, and dispositions of $2 bil-
lion, relating to the sale of a Singapore-based Asian equity
manager. The majority of outflows were in fixed income
with $37 billion, or 61% of the outflows, followed by liquid-
ity outflows and equity outflows of $16 billion and $8 billion,
respectively. The majority of fixed income outflows were in
products managed by Western Asset. Equity outflows were
primarily experienced by products managed at ClearBridge
and LMCM, while Permal and Royce had net inflows.
LEGG MASON 2012 ANNUAL REPORT 35
AUM by Asset Class
AUM by asset class (in billions) as of March 31 were as follows:
Equity
Fixed income
Liquidity
Total
2011
$189.6
356.6
131.4
$677.6
% of Total
28%
53
19
100%
2010
$173.8
364.3
146.4
$684.5
% of Total
% Change
26%
9%
53
21
(2)
(10)
100%
(1)%
The component changes in our AUM by asset class (in billions) for the fiscal year ended March 31, 2011, were as follows:
March 31, 2010
Investment funds, excluding liquidity funds
Subscriptions
Redemptions
Separate account flows, net
Liquidity fund flows, net
Net client cash flows
Market performance and other
March 31, 2011
Equity
$173.8
Fixed Income
Liquidity
$364.3
$146.4
Total
$684.5
23.4
(24.7)
(6.9)
—
(8.2)
24.0
26.1
(19.6)
(43.5)
—
(37.0)
29.3
—
—
(1.7)
(14.2)
(15.9)
0.9
49.5
(44.3)
(52.1)
(14.2)
(61.1)
54.2
$189.6
$356.6
$131.4
$677.6
Average AUM by asset class (in billions) for the year ended March 31 were as follows:
Equity
Fixed Income
Liquidity
Total
2011
$173.8
361.6
133.8
$669.2
% of Total
26%
54
20
100%
2010
$155.7
370.7
149.1
$675.5
% of Total
% Change
23%
12%
55
22
(2)
(10)
100%
(1)%
Investment Performance(1)
Investment performance of our assets under management
in the year ended March 31, 2011, was mixed compared to
relevant benchmarks from the prior year.
The equity markets worked through a difficult year with
political upheaval in the Middle East late in the fiscal year
driving a significant increase in oil prices and the earth-
quake in Japan and subsequent nuclear crisis raising
questions about the future of the nuclear power indus-
try. Despite these global concerns, most U.S. indices
produced positive returns for our full fiscal year driven
by corporate earnings growth resulting in increases in
dividends, share buybacks, and mergers and acquisi-
tions activity.
In the fixed income markets, relatively strong economic
data, combined with continued accommodative monetary
and fiscal policy, continued to alleviate fears of a double-dip
recession and caused U.S. Treasury yields to rise across
the yield curve.
The yield curve slightly flattened over the year as the Federal
Reserve kept its funds rate at 0.25% and reiterated that rates
would be kept low for an extended period. The worst per-
forming fixed income sector for the year was Government
bonds as measured by the Barclays U.S. Government Bond
Index returning 4.28%, in contrast to High Yield Bonds, as
measured by the Barclays High Yield Bond Index, which
returned 14.31% followed by U.S. TIPS, as measured by the
Barclays U.S. TIPS Index, which returned 7.91% for the year.
(1) Index performance in this section includes reinvestment of dividends and capital gains.
36 LEGG MASON 2012 ANNUAL REPORT
The following table presents a summary of the percentage of our marketed composite assets(2) that outpaced their bench-
marks as of March 31, 2011 and 2010, for the trailing 1-year, 3-year, 5-year, and 10-year periods:
As of March 31, 2011
As of March 31, 2010
1-year
3-year
5-year
10-year
1-year
3-year
5-year
10-year
Total (includes liquidity)
Equity
Fixed income
75%
42%
82%
78%
57%
80%
74%
61%
70%
84%
77%
81%
81%
49%
88%
60%
61%
40%
67%
72%
50%
91%
86%
88%
The following table presents a summary of the percentage of our U.S. mutual fund assets(3) that outpaced their Lipper cat-
egory as of March 31, 2011 and 2010, for the trailing 1-year, 3-year, 5-year, and 10-year periods:
Total long-term
(excludes liquidity)
Equity
Fixed income
As of March 31, 2011
As of March 31, 2010
1-year
3-year
5-year
10-year
1-year
3-year
5-year
10-year
56%
58%
52%
74%
70%
83%
70%
68%
78%
67%
60%
85%
62%
51%
81%
68%
63%
78%
70%
65%
83%
80%
78%
87%
(2) As of March 31, 2011 and 2010, 89% and 87% of our equity assets under management, respectively, in each period, and 89% and 82% of our fixed income
assets under management, respectively, were in marketed composites.
(3) Source: Lipper Inc. includes open-end, closed-end, and variable annuity funds. As of March 31, 2011 and 2010, the U.S. long-term mutual fund assets rep-
resented in the data accounted for 17% and 16%, respectively, of our total assets under management. The performance of our U.S. long-term mutual fund
assets is included in the marketed composites.
RESULTS OF OPERATIONS
Operating Revenues
Total operating revenues for the year ended March 31, 2011,
were $2.8 billion, an increase of 6% from $2.6 billion in the
prior year, despite a 1% decrease in average AUM, reflect-
ing increased revenue yields due to a more favorable asset
mix and higher performance fees. These increases were
offset in part by an increase in fee waivers on certain liquid-
ity funds in order to maintain certain yields to investors.
Investment advisory fees from separate accounts were
relatively flat at $815.6 million, as a decrease of $25.4 mil-
lion, resulting from lower average fixed income assets at
Western Asset, was offset by an $18.6 million increase due
to higher average equity assets managed by Batterymarch
and Royce, a $5.1 million increase due to higher average
fixed income assets managed by Brandywine, and a $2.2 mil-
lion increase due to subordinate fees received from certain
CLOs managed by Western Asset.
Investment advisory fees from funds increased $119.3 mil-
lion, or 9%, to $1.5 billion. Of this increase, $111.5 million
was the result of higher average equity assets managed
at Royce, Permal, and ClearBridge, and $84.4 million was
the result of higher average fixed income assets managed
at Western Asset. These increases were offset in part by a
$45.7 million decrease due to lower average liquidity assets
managed at Western Asset and a $36.0 million decrease as a
result of fee waivers on liquidity funds managed by Western
Asset, primarily to maintain certain yields to investors.
Performance fees increased 35%, or $25.2 million, to
$96.7 million during fiscal 2011, driven by fees earned on
assets managed at Western Asset, Permal and Brandywine.
Distribution and service fees increased 1% to $379.2 mil-
lion, primarily as a result of an increase in average mutual
fund AUM subject to distribution and servicing fees offset
in part by the impact of increased fee waivers related to
liquidity funds managed by Western Asset.
Operating Expenses
Total compensation and benefits increased $74.1 million to
$1.2 billion. Compensation and benefits, excluding transition-
related compensation of $45.0 million, which represents
severance and retention incentive costs, increased $29.0 mil-
lion, or 3%, to $1.1 billion. This increase was driven by a
$68.6 million increase in revenue share-based compensa-
tion resulting from higher revenues and a reduction in oper-
ating expenses at revenue share-based affiliates in fiscal
2011, and a $7.5 million increase in incentive compensation
for non-revenue share-based affiliates and administrative
and sales personnel. These increases were offset in part
by a $45.7 million reduction in deferred compensation
obligations due to the impact of reduced market gains on
LEGG MASON 2012 ANNUAL REPORT 37
assets invested for deferred compensation plans, which
are recorded in Other non-operating income (expense), as
well as, a $6.1 million reduction in deferred compensation
expense at non-revenue share-based affiliates. The impact
of reduced headcount, primarily related to our business
streamlining initiatives, also reduced compensation and
benefits by $6.0 million. Compensation as a percentage of
operating revenues increased to 42.6% from 42.2% in the
prior fiscal year primarily due to the impact of increased
revenues at revenue share-based affiliates that retain a
higher percentage of revenues as compensation, and tran-
sition-related compensation. These increases were sub-
stantially offset by the impact of compensation decreases
related to reduced market gains on assets invested for
deferred compensation plans and seed capital invest-
ments and the impact of lower corporate compensation
on increased revenues.
Non-Operating Income (Expense)
Interest income increased 26% to $9.2 million driven by
higher average interest rates, offset in part by a $0.9 million
decrease due to lower average investment balances.
Interest expense decreased 27% to $92.2 million, primarily
as a result of the exchange of our Equity Units in August
2009 and the repayment of the $550 million outstanding
term loan balance in January 2010, which reduced interest
expense by $14.8 million and $12.2 million, respectively.
As of March 31, 2010, all fund support arrangements had
expired or were terminated in accordance with their terms.
Fund support gains were $23.2 million in the prior year. The
gains primarily represent the reversal of unrealized, non-
cash losses recorded in fiscal 2009 on liquidity fund sup-
port arrangements for our offshore funds.
Distribution and servicing expenses increased 3% to
$712.8 million, primarily as a result of an increase in aver-
age AUM in certain products for which we pay fees to
third-party distributors and an increase of $14.5 million in
structuring fees related to closed-end fund launches off-
set in part by the impact of liquidity fund fee waivers that
reduce the amounts paid to our distributors.
Communications and technology expense decreased 1%
to $162.0 million, of which $9.2 million resulted from the
full depreciation of certain assets prior to or during fiscal
2011, offset in part by a $6.6 million increase in technology
consulting and outsourcing fees, primarily related to our
business streamlining initiatives.
Occupancy expense decreased 12% to $137.9 million,
primarily due to the impact of a $19.3 million charge in the
prior year as a result of subleasing space in our corporate
headquarters in fiscal 2010.
Amortization of intangibles remained relatively flat at
$22.9 million.
Other expenses increased $8.9 million to $176.6 million,
primarily as a result of a $10.3 million increase in travel
and entertainment and advertising costs, a $5.6 million
increase in state franchise taxes, a $4.2 million increase in
professional fees, and a $5.4 million increase in charges
related to trading errors and expense reimbursements paid
to certain mutual funds. These increases were offset in
part by the impact of a $19.0 million investor settlement in
the prior year.
Other non-operating income (expense) decreased $27.3 mil-
lion, primarily as a result of a $46.7 million reduction in
unrealized market gains on assets invested for deferred
compensation plans, which were substantially offset by
corresponding compensation decreases discussed above,
and a $4.3 million reduction in unrealized market gains on
investments in proprietary fund products. These decreases
were offset in part by the impact of $22.0 million in
charges related to the exchange of our Equity Units in the
prior year.
Other non-operating income (expense) of CIVs decreased
$15.6 million, to a gain of $1.7 million, due to losses associ-
ated with an increase in fair value of the debt related to a CIV.
Income Tax Provision
The provision for income taxes was $119.4 million com-
pared to $118.7 million in the prior year. During fiscal 2011,
the U.K. Finance (No. 2) Act of 2010 was enacted, which
reduced the corporate tax rate from 28% to 27% for peri-
ods beginning after April 1, 2011. The impact of the tax rate
change on certain existing deferred tax liabilities resulted in
a tax benefit of approximately $8.9 million.
The effective tax rate was 32.7% compared to 36.0% in
the prior year. This decrease was primarily driven by the
revaluation of certain deferred tax assets and liabilities as a
result of the enactment of the U.K. tax rate reduction and
adjustments to state tax rates impacted by apportionment
changes. In addition, the current period benefited from
adjustments resulting from the finalization of prior period
tax positions.
38 LEGG MASON 2012 ANNUAL REPORT
Supplemental Non-GAAP Financial Information
Consolidated Statements of Income, Excluding Consolidated Investment Vehicles
The following table presents a reconciliation of our Consolidated Statements of Income presented on a GAAP basis to our
Consolidated Statements of Income, Excluding Consolidated Investment Vehicles for the years ended March 31, 2011 and
2010 (in thousands):
Total operating revenues
Total operating expenses
Operating Income
Other non-operating income (expense)
Income (Loss) before Income Tax Provision
Income tax provision
Net Income (Loss)
Less: Net income (loss) attributable to
noncontrolling interests
For the Years Ended March 31,
2011
2010
GAAP Basis
CIVs
Non-GAAP
Basis—
Excluding
CIVs
GAAP Basis
CIVs
Non-GAAP
Basis—
Excluding
CIVs
$2,784,317
$4,133
$2,788,450
$2,634,879
$ 2,779
$2,637,658
2,397,509
(571)
2,396,938
2,313,696
680
2,314,376
386,808
(21,611)
365,197
119,434
4,704
3,680
8,384
—
245,763
8,384
391,512
(17,931)
373,581
119,434
254,147
321,183
2,099
323,282
8,473
329,656
118,676
(8,520)
(6,421)
—
210,980
(6,421)
(47)
323,235
118,676
204,559
(8,160)
8,384
224
6,623
(6,421)
202
Net Income Attributable to Legg Mason, Inc.
$ 253,923
$ — $ 253,923
$ 204,357
$ — $ 204,357
Adjusted Income
A reconciliation of Net Income Attributable to Legg Mason, Inc. to Adjusted Income (in thousands except per share amounts)
is as follows:
Net Income Attributable to Legg Mason, Inc.
Plus (less):
Amortization of intangible assets
Deferred income taxes on intangible assets:
Tax amortization benefit
U.K. tax rate adjustment
Imputed interest on convertible debt
Net money market fund support gains(1)
Adjusted Income
Net Income per diluted share attributable to Legg Mason, Inc. common shareholders
Plus (less):
Amortization of intangible assets
Deferred income taxes on intangible assets:
Tax amortization benefit
U.K. tax rate adjustment
Imputed interest on convertible debt
Net money market fund support gains(1)
Adjusted Income per diluted share
(1) Net of income taxes.
For the Years Ended March 31,
2011
2010
$253,923
$204,357
22,913
22,769
134,602
(8,878)
36,688
—
$439,248
$ 1.63
0.15
0.87
(0.06)
0.24
—
136,252
—
34,445
(16,565)
$381,258
$ 1.32
0.14
0.88
—
0.22
(0.11)
$ 2.83
$ 2.45
LEGG MASON 2012 ANNUAL REPORT 39
Operating Margin, as Adjusted
The calculation of Operating margin and Operating margin, as adjusted, is as follows (dollars in thousands):
Operating Revenues, GAAP basis
Plus (less):
Operating revenues eliminated upon consolidation of investment vehicles
Distribution and servicing expense excluding consolidated investment vehicles
Operating Revenues, as Adjusted
Operating Income, GAAP basis
Plus (less):
Gains (losses) on deferred compensation and seed investments
Transition-related costs
Operating income and expenses of consolidated investment vehicles
Operating Income, as Adjusted
Operating margin, GAAP basis
Operating margin, as adjusted
For the Years Ended March 31,
2011
2010
$2,784,317
$2,634,879
4,133
2,779
(712,779)
(691,868)
$2,075,671
$ 386,808
$1,945,790
$ 321,183
36,274
54,434
4,704
79,316
—
2,099
$ 482,220
$ 402,598
13.9%
23.2
12.2%
20.7
LIQUIDITY AND CAPITAL RESOURCES
The primary objective of our capital structure is to appro-
priately support our business strategies and to provide
needed liquidity at all times, including maintaining required
capital in certain subsidiaries. Liquidity and the access to
liquidity is important to the success of our ongoing opera-
tions. Our overall funding needs and capital base are con-
tinually reviewed to determine if the capital base meets the
expected needs of our businesses. We intend to continue
to explore potential acquisition opportunities as a means of
diversifying and strengthening our asset management busi-
ness. These opportunities may from time-to-time involve
acquisitions that are material in size and may require,
among other things, and, subject to existing covenants, the
raising of additional equity capital and/or the issuance of
additional debt.
The consolidation of variable interest entities discussed
above does not impact our liquidity and capital resources.
We have no rights to the benefits from, nor do we bear
the risks associated with, the assets and liabilities of the
CIVs beyond our investments in and investment advisory
fees generated from these vehicles, which are eliminated
in consolidation. Additionally, creditors of the CIVs have
no recourse to our general credit beyond the level of our
investment, if any, so we do not consider these liabilities to
be our obligations.
Our assets consist primarily of intangible assets, cash and
cash equivalents, goodwill, investment securities, and invest-
ment advisory and related fee receivables. Our assets have
been principally funded by equity capital, long-term debt and
the results of our operations. At March 31, 2012, our cash
and cash equivalents, total assets, long-term debt and stock-
holders’ equity were $1.4 billion, $8.2 billion, $1.1 billion and
$5.7 billion, respectively. Total assets and total liabilities of
the CIVs at March 31, 2012, were $354 million and $280 mil-
lion, respectively.
The following table summarizes our Consolidated Statements of Cash Flows for the years ended March 31 (in millions):
Cash flows provided by operating activities
Cash flows provided by/(used in) investing activities
Cash flows used in financing activities
Effect of exchange rate changes
Net change in cash and cash equivalents
Cash and cash equivalents, beginning of period
Cash and cash equivalents, end of period
40 LEGG MASON 2012 ANNUAL REPORT
2012
$ 496.8
2.3
(481.8)
(10.9)
6.4
1,375.9
$1,382.3
2011
$ 412.1
(44.4)
(468.5)
10.8
(90.0)
1,465.9
$1,375.9
2010
$1,413.1
(276.7)
(746.7)
19.5
409.2
1,056.7
$1,465.9
Cash inflows provided by operating activities during fiscal
2012, were $496.8 million, primarily related to Net Income,
adjusted for non-cash items. Cash inflows provided by
investing activities during fiscal 2012, were $2.3 million,
primarily related to $20.2 million of net activity related to
CIVs and a release of restricted cash required for market
hedge arrangements, offset in part by payments made for
fixed assets. Cash outflows used in financing activities dur-
ing fiscal 2012, were $481.8 million, primarily due to the
repurchase of 13.6 million shares of our common stock for
$400.3 million and dividends paid of $43.6 million. There
remains $155 million under the current Board of Directors
authorization to repurchase up to $1 billion of our common
stock announced in May 2010, which we intend to utilize
in fiscal 2013, subject to market conditions and our perfor-
mance, actual cash flows, and other capital needs.
Cash inflows provided by operating activities during fis-
cal 2011 were $412.1 million, primarily attributable to Net
Income, adjusted for non-cash items. Cash outflows used
in investing activities during fiscal 2011 were $44.4 million,
primarily attributable to payments made for fixed assets.
Cash outflows used in financing activities during fiscal 2011
were $468.5 million, primarily attributable to the repurchase
of 14.6 million of our common shares for $445 million.
During fiscal 2010, cash inflows provided by operating activi-
ties were $1.4 billion, of which $1.0 billion reflects the receipt
of income tax refunds resulting from net operating loss
carrybacks. The remainder was primarily attributable to Net
Income, adjusted for non-cash items. Cash outflows used
in investing activities during fiscal 2010 were $276.7 million,
primarily attributable to cash payments of $180 million made
in connection with the acquisition of Permal, and payments
for fixed assets of $84.1 million, principally associated with
the relocation of our corporate headquarters, partially offset
by fund support collateral received of $38.9 million due to
the amendment, termination and expiration of certain capi-
tal support arrangements. Cash outflows used in financing
activities were $746.7 million, primarily due to the repayment
in January 2010 of the remaining $550 million outstanding
balance on our $700 million five-year term loan, $135.0 mil-
lion of cash consideration paid in the exchange offer for our
outstanding Equity Units and the payment of cash dividends.
Financing Transactions
The table below reflects our primary sources of financing (in thousands) as of March 31, 2012:
Type
Total at
March 31,
2012
Amount Outstanding
at March 31,
2012
2011
Interest Rate
Maturity
2.5% Convertible Senior Notes
$1,250,000
$1,127,009
$1,087,932
5.6% Senior Notes from Equity Units
—
—
103,039
2.50%
5.60%
January 2015
Retired June 2011
Revolving Credit Agreement
500,000
250,000
250,000
LIBOR + 2.625% February 2013
During January 2008, we increased our capital base by
$1.25 billion through the sale of 2.5% convertible senior
notes. The proceeds strengthened our balance sheet and
provided additional liquidity that has been used for general
corporate purposes, including the purchase of SIV securi-
ties from our liquidity funds. The senior notes bear interest
at 2.5%, payable semi-annually in cash. We are accreting
the carrying value to the principal amount at maturity using
an imputed interest rate of 6.5% (the effective borrow-
ing rate for non-convertible debt at the time of issuance)
over its expected life of seven years, resulting in additional
interest expense for fiscal 2012, 2011 and 2010, of approxi-
mately $39.1 million, $36.7 million and $34.4 million,
respectively. In connection with this financing, we entered
into economic hedging transactions that increase the effec-
tive conversion price of the notes. These hedging transac-
tions had a net cost to us of $83 million, which we paid
from the proceeds of the notes. These transactions closed
on January 31, 2008.
In May 2008, we issued 23 million Equity Units for $1.15 bil-
lion, of which $50 million was used to pay issuance costs.
Each unit consisted of a 5% interest in $1,000 principal
amount of 5.6% Senior Notes due June 30, 2021 and a pur-
chase contract to purchase a varying number of shares of
our common stock by June 30, 2011. During the September
2009 quarter, we completed an exchange offer for our Equity
Units in the form of Corporate Units in order to increase our
equity capital levels and reduce the amount of our outstand-
ing debt and related interest expense. We exchanged 91%
of our outstanding Corporate Units, each for 0.8881 of a
share of our common stock and $6.25 in cash per Corporate
Unit, equating to 18.6 million shares of Legg Mason com-
mon stock and $135.0 million of cash, including cash paid
in lieu of fractional shares and transaction costs. In connec-
tion with this transaction, we incurred transaction costs of
approximately $22 million, of which $15.7 million was in cash.
In June 2011, the $103.0 million of outstanding debt on the
remaining 5.6% senior notes from Equity Units was retired,
LEGG MASON 2012 ANNUAL REPORT 41
as part of a remarketing. Concurrently, we issued 1.8 million
shares of Legg Mason common stock upon the exercise of
the purchase contracts from Equity Units.
During November 2007, we borrowed an aggregate of
$500 million under our unsecured revolving credit facil-
ity for general corporate purposes. In March 2009, we
repaid $250 million of the outstanding borrowings under
this credit facility. The facility may be prepaid at any time
and contains customary covenants and default provisions.
The facility matures on February 11, 2013.
In October 2005, we borrowed $700 million through a syndi-
cated five-year unsecured floating-rate term loan agreement
to primarily fund the cash portion of the purchase price of
the Citigroup transaction. During fiscal 2010, we repaid the
remaining $550 million outstanding balance of the debt.
The agreements entered into as part of our January 2008
issuance of $1.25 billion in 2.5% convertible senior notes
prevent us from incurring additional debt, with a few excep-
tions, if our gross debt to EBITDA ratio (as defined in the
documents) exceeds 2.5 to 1. As of March 31, 2012, our
gross debt to EBITDA ratio was 2.7 to 1, and thus the cov-
enant prohibits us from borrowing additional amounts as
of that date. The 2.5% convertible senior notes were extin-
guished in May 2012, as further described in Note 20 of
Notes to Consolidated Financial Statements.
The financial covenants under our bank agreements include:
maximum net debt to EBITDA ratio of 2.5 to 1 and minimum
EBITDA to interest expense ratio of 4.0 to 1. Debt is defined
to include all obligations for borrowed money, excluding
non-recourse debt, and under capital leases. Under these
net debt covenants, our debt is reduced by the amount of
our unrestricted cash in excess of the greater of subsidiary
cash or $375 million. EBITDA is defined as consolidated
net income plus/minus tax expense, interest expense,
depreciation and amortization, amortization of intangibles,
any extraordinary expenses or losses, and any non-cash
charges, as defined. As of March 31, 2012, our net debt to
EBITDA ratio was 1.1 to 1 and EBITDA to interest expense
ratio was 13.8 to 1. We have maintained compliance with
our covenants at all times during fiscal 2012.
If our net income significantly declines, or if we spend our
available cash, it may impact our ability to maintain com-
pliance with these covenants. If we determine that our
compliance with these covenants may be under pressure,
we may elect to take a number of actions, including reduc-
ing our expenses in order to increase our EBITDA, using
available cash to repay all or a portion of our $250 million
outstanding debt subject to these covenants or seeking
to negotiate with our lenders to modify the terms or to
restructure our debt. We anticipate that we will have avail-
able cash to repay our bank debt, should it be necessary.
Using available cash to repay indebtedness would make
the cash unavailable for other uses and might affect the
liquidity discussions and conclusions above. Entering into
any modification or restructuring of our debt would likely
result in additional fees or interest payments.
Certain of our outstanding debt is currently impacted by
the ratings of two rating agencies. The interest rate on our
revolving line of credit is based on the higher credit rat-
ing of the two rating agencies. In June 2011, our rating by
one of these agencies was downgraded one notch below
the other. Should the other agency downgrade our rating,
absent an upgrade from the former agency, our interest
costs will rise modestly.
Other Transactions
During fiscal 2010, in connection with the acquisition of
Permal, we paid an aggregate of $171 million in cash to
acquire the remaining 62.5% of the outstanding preference
shares issued by Permal and held by Permal’s pre-acquisi-
tion owners. We also elected to purchase, for $9 million,
the rights of the sellers of the preference shares to receive
an earnout payment of up to $149 million in two years. As a
result of this transaction, there will be no further payments
for the Permal acquisition. In addition, during fiscal 2010,
we paid an aggregate amount of $7.5 million in dividends on
the preference shares. All payments for preference shares,
including dividends, were recognized as additional goodwill.
In May 2010, we terminated the exchangeable share arrange-
ment related to the acquisition of Legg Mason Canada Inc.,
in accordance with its terms. In this transaction, 1.1 million
shares, representing all remaining outstanding exchangeable
shares, were exchanged for shares of our common stock on
a one-for-one basis.
Certain of our asset management affiliates maintain various
credit facilities for general operating purposes. Certain affil-
iates are also subject to the capital requirements of various
regulatory agencies. All such affiliates met their respective
capital adequacy requirements during the periods presented.
See Notes 6, 7 and 20 of Notes to Consolidated Financial
Statements for additional information related to our financ-
ing transactions.
Liquidity Fund Support
During fiscal 2010, four capital support agreements to pro-
vide up to $42 million in support to two liquidity funds were
terminated or expired in accordance with their terms. No
amounts were drawn thereunder prior to termination and
$42 million of collateral was returned.
42 LEGG MASON 2012 ANNUAL REPORT
Future Outlook
We expect that over the next 12 months our operating activ-
ities will be adequate to support our operating cash needs.
We currently intend to utilize our other available resources
for any number of potential activities, including seed capital
investments in new products, repurchase of shares of our
common stock, repayment of outstanding debt, payment of
increased dividends, or acquisitions.
During fiscal 2012, we completed the business model stream-
lining initiative that began in May 2010. We incurred tran-
sition-related costs of approximately $128 million through
March 31, 2012, of which approximately 25% were non-cash
charges. Approximately $80 million of these costs have
been paid to date, and substantially all of the $16.8 million
remaining costs represent lease obligations to be paid over
the lease terms. The initiative resulted in annual cost savings
of over $140 million, which will be fully realized on an annual
basis, beginning in fiscal 2013. See Note 16 of Notes to
Consolidated Financial Statements for information regarding
transition-related costs recorded in fiscal 2012 and 2011.
As described above, we currently project that our cash flows
from operating activities will be sufficient to fund our liquidity
needs. As of March 31, 2012, we had over $1 billion in cash
and cash equivalents in excess of our working capital require-
ments, a portion of which we intend to utilize to repurchase
up to $155 million of our common stock during fiscal 2013,
as previously discussed. We do not currently expect to raise
additional debt or equity financing over the next 12 months,
other than to refinance existing facilities. However, there can
be no assurances of these expectations as our projections
could prove to be incorrect, events may occur that require
additional liquidity, such as an acquisition opportunity or an
opportunity to refinance indebtedness, or market conditions
might significantly worsen, affecting our results of opera-
tions and generation of available cash. If these events result
in our operations and available cash being insufficient to fund
liquidity needs, we would likely seek to manage our available
resources by taking actions such as reducing future share
repurchases, additional cost-cutting, reducing our expected
expenditures on investments, selling assets (such as invest-
ment securities), repatriating earnings from foreign affiliates,
or modifying arrangements with our affiliates and/or employ-
ees. Should these types of actions prove insufficient, or
should a large acquisition or refinancing opportunity arise,
we may seek to raise additional equity or debt.
$100 million had been repatriated as of March 31, 2012.
Under current plans, we intend to repatriate $100 million
to $150 million of foreign earnings in order to utilize foreign
tax credits that may otherwise expire unutilized and to
make the cash available in the U.S. All amounts planned for
repatriation have been adequately provided for. No further
repatriation of accumulated prior period foreign earnings
beyond the above range is currently planned. However,
we may repatriate future earnings to the extent required
to fund domestic operations and, if tax has not previously
been provided, we would provide for and pay additional
U.S. taxes in connection with repatriation of these funds.
It is not practical at this time to determine the income tax
liability that would result from any further repatriation of
foreign earnings beyond that currently planned.
See Note 20 of Notes to Consolidated Financial Statements
for subsequent events related to our new capital plan,
including $650 million issuance of 5.5% senior notes and
$1.25 billion repayment of 2.5% convertible senior notes.
Credit and Liquidity Risk
Cash and cash equivalent deposits involve certain credit
and liquidity risks. We maintain our cash and cash equiva-
lents with a limited number of high quality financial institu-
tions and from time to time may have concentrations with
one or more of these institutions. The balances with these
financial institutions and their credit quality are monitored
on an ongoing basis.
Off-Balance Sheet Arrangements
Off-balance sheet arrangements, as defined by the Securities
and Exchange Commission (“SEC”), include certain con-
tractual arrangements pursuant to which a company has an
obligation, such as certain contingent obligations, certain
guarantee contracts, retained or contingent interest in assets
transferred to an unconsolidated entity, certain derivative
instruments classified as equity or material variable interests
in unconsolidated entities that provide financing, liquidity,
market risk or credit risk support. Disclosure is required for
any off-balance sheet arrangements that have, or are reason-
ably likely to have, a material current or future effect on our
financial condition, results of operations, liquidity or capital
resources. We generally do not enter into off-balance sheet
arrangements, as defined, other than those described in the
Contractual Obligations section that follows and Consolidation
discussed in Critical Accounting Policies and Notes 1 and 18
of Notes to Consolidated Financial Statements.
At March 31, 2012, our total cash and cash equivalents of
$1.4 billion included $600 million held by foreign subsidiar-
ies. Some of the amounts held by foreign subsidiaries may
be subject to material repatriation tax effects. In a prior
year, we initiated plans to repatriate accumulated earnings
of approximately $225 million, of which approximately
In January 2008, we entered into hedge and warrant trans-
actions on the convertible notes with certain financial insti-
tution counterparties to increase the effective conversion
price of the convertible senior notes. See Note 7 of Notes
to Consolidated Financial Statements.
LEGG MASON 2012 ANNUAL REPORT 43
Contractual Obligations and Contingent Payments
We have contractual obligations to make future payments, principally in connection with our short and long-term debt, non-
cancelable lease agreements, and service agreements. See Notes 6, 7, and 9 of Notes to Consolidated Financial Statements
for additional disclosures related to our commitments.
The following table sets forth these contractual obligations (in millions) by fiscal year, and excludes contractual obligations
of CIVs, as we are not responsible or liable for these obligations:
Contractual Obligations
Short-term borrowings(1)
Long-term borrowings by contract maturity(2)
Interest on short-term and long-term borrowings(2)(3)
Minimum rental and service commitments
2013
2014
2015
2016
2017
Thereafter
Total
$250.0
$ — $ — $ — $ — $ — $ 250.0
1.3
38.1
1.3
31.7
148.2
118.1
1,251.4
31.6
107.9
5.9
0.3
—
—
—
—
1,259.9
101.7
96.4
87.7
489.3
1,047.6
Total Contractual Obligations(4)(5)(6)
$437.6
$151.1
$1,390.9
$102.6
$87.7
$489.3
$2,659.2
(1) Represents borrowing under our revolving line of credit which does not expire until February 2013. However, we may elect to repay this debt sooner if
management elects to utilize a portion of our available cash for this purpose.
(2) Excludes long-term borrowings of the consolidated CLO of $271.7 million and interest on these long-term borrowings, as applicable.
(3) Interest on floating rate short-term debt is based on rates at March 31, 2012.
(4) The table above does not include approximately $36.7 million in capital commitments to investment partnerships in which Legg Mason is a limited partner.
These obligations will be funded, as required, through the end of the commitment periods through fiscal 2018.
(5) The table above does not include amounts for uncertain tax positions of $69.1 million (net of the federal benefit for state tax liabilities), because the timing
of any related cash outflows cannot be reliably estimated.
(6) The table above does not include redeemable noncontrolling interests of $24.0 million, because the timing of any related cash outflows cannot be reliably estimated.
MARKET RISK
We maintain an enterprise risk management program to
oversee and coordinate risk management activities of Legg
Mason and its subsidiaries. Under the program, certain risk
activities are managed at the subsidiary level. The following
describes certain aspects of our business that are sensitive
to market risk.
Revenues and Net Income
The majority of our revenue is calculated from the market
value of our AUM. Accordingly, a decline in the value of
securities will cause our AUM, and thus our revenues, to
decrease. In addition, our fixed income and liquidity AUM
are subject to the impact of interest rate fluctuations, as
rising interest rates may tend to reduce the market value of
bonds held in various mutual fund portfolios or separately
managed accounts. In the ordinary course of our business,
we may also reduce or waive investment management
fees, or limit total expenses, on certain products or services
for particular time periods to manage fund expenses, or
for other reasons, and to help retain or increase managed
assets. Performance fees may be earned on certain invest-
ment advisory contracts for exceeding performance bench-
marks. Declines in market values of AUM will result in
reduced fee revenues and net income. We generally earn
higher fees on equity assets than fees charged for fixed
income and liquidity assets. Declines in market values of
AUM in this asset class will disproportionately impact our
revenues. In addition, under revenue sharing agreements,
certain of our affiliates retain different percentages of rev-
enues to cover their costs, including compensation. Our net
income, profit margin and compensation as a percentage of
operating revenues are impacted based on which affiliates
generate our revenues, and a change in AUM at one subsid-
iary can have a dramatically different effect on our revenues
and earnings than an equal change at another subsidiary.
Trading and Non-Trading Assets
Our trading and non-trading assets are comprised of invest-
ment securities, including seed capital in sponsored mutual
funds and products, limited partnerships, limited liability
companies and certain other investment products.
44 LEGG MASON 2012 ANNUAL REPORT
Trading and other current investments, excluding CIVs, at March 31, 2012 and 2011, subject to risk of security price fluc-
tuations are summarized (in thousands) below.
Investment securities, excluding CIVs:
Trading investments relating to long-term incentive compensation plans
Trading proprietary fund products and other investments
Equity method investments relating to long-term incentive compensation plans,
proprietary fund products and other investments
Total current investments, excluding CIVs
2012
2011
$111,257
222,585
78,277
$412,119
$120,107
204,063
76,340
$400,510
Approximately $80.0 million and $96.0 million of trading
and other current investments related to long-term incen-
tive compensation plans as of March 31, 2012 and 2011,
respectively, have offsetting liabilities such that fluctua-
tion in the market value of these assets and the related
liabilities will not have a material effect on our net income
or liquidity. However, it will have an impact on our com-
pensation expense with a corresponding offset in other
non-operating income (expense). Trading and other current
investments of $86.2 million and $72.6 million at March 31,
2012 and 2011, respectively, relate to other long-term
incentive plans for which the related liabilities do not com-
pletely offset due to vesting provisions. Therefore, fluctua-
tions in the market value of these trading investments will
impact our compensation expense, non-operating income
(expense) and net income.
Approximately $245.9 million and $231.9 million of trading
and other current investments at March 31, 2012 and 2011,
respectively, are investments in proprietary fund products
and other investments for which fluctuations in market value
will impact our non-operating income. Of these amounts, the
fluctuations in market value of approximately $12.6 million
and $30.9 million of proprietary fund products as of March 31,
2012 and 2011, respectively, have offsetting compensation
expense under revenue share agreements. The fluctuations
in market value of approximately $11.8 million and $39.8 mil-
lion in proprietary fund products as of March 31, 2012 and
2011, respectively, are substantially offset by gains (losses)
on market hedges and therefore do not materially impact Net
Income Attributable to Legg Mason, Inc. Investments in pro-
prietary fund products are not liquidated until the related fund
establishes a track record, has other investors, or a decision is
made to no longer pursue the strategy.
Non-trading assets, excluding CIVs, at March 31, 2012 and 2011, subject to risk of security price fluctuations are summa-
rized (in thousands) below.
Investment securities, excluding CIVs:
Available-for-sale
Investments in partnerships, LLCs and other
Equity method investments in partnerships and LLCs
Other investments
Total non-trading assets, excluding CIVs
2012
2011
$ 11,913
34,965
169,201
112
$216,191
$ 11,300
22,167
155,351
270
$189,088
Equity method investments in partnerships and LLCs at
March 31, 2012 and 2011, includes approximately $89.3 mil-
lion and $91.9 million, respectively, of investments related
to our involvement with the U.S. Treasury’s Public Private
Investment Program. Fluctuations in the market value of
these investments have offsetting compensation expense
under revenue-sharing agreements.
Investment securities of CIVs totaled $31.6 million and
$82.8 million as of March 31, 2012 and 2011, respectively,
and investments of CIVs totaled $294.9 million and
$312.8 million as of March 31, 2012 and 2011, respec-
tively. As of March 31, 2012 and 2011, we held equity
investments in the CIVs of $38.9 million and $53.7 mil-
lion, respectively. Fluctuations in the market value of
LEGG MASON 2012 ANNUAL REPORT 45
investments of CIVs in excess of our equity investment will
not impact Net Income Attributable to Legg Mason, Inc.
However, it may have an impact on other non-operating
income (expense) of CIVs with a corresponding offset in
net income (loss) attributable to non-controlling interests.
Valuation of trading and non-trading investments is
described below within Critical Accounting Policies
under the heading “Valuation of Financial Instruments.”
See Notes 1 and 15 of Notes to Consolidated Financial
Statements for further discussion of derivatives.
The following is a summary of the effect of a 20% increase or decrease in the market values of our financial instruments
subject to market valuation risks at March 31, 2012:
Carrying
Value
Fair Value
Assuming a
20% Increase(1)
Fair Value
Assuming a
20% Decrease(1)
Investment securities, excluding CIVs:
Trading investments relating to long-term incentive compensation plans
Trading proprietary fund products and other investments
$111,257
222,585
$133,508
267,102
$ 89,006
178,068
Equity method investments relating to long-term incentive compensation
plans, proprietary fund products and other investments
Total current investments, excluding CIVs
Investments in CIVs
Available-for-sale investments
Investments in partnerships, LLCs and other
Equity method investments in partnerships and LLCs
Other investments
Total investments subject to market risk
78,277
412,119
38,919
11,913
34,965
169,201
112
93,932
494,542
46,703
14,296
41,958
203,041
134
62,622
329,696
31,135
9,530
27,972
135,361
90
$667,229
$800,674
$533,784
(1) Gains and losses related to certain investments in deferred compensation plans and proprietary fund products are directly offset by a corresponding adjust-
ment to compensation expense and related liability. In addition, investments in proprietary fund products of approximately $11.8 million have been eco-
nomically hedged to limit market risk. As a result, a 20% increase or decrease in the unrealized market value of our financial instruments subject to market
valuation risks would result in a $81.5 million increase or decrease in our pre-tax earnings as of March 31, 2012.
Foreign Exchange Sensitivity
We operate primarily in the United States, but provide
services, earn revenues and incur expenses outside the
United States. Accordingly, fluctuations in foreign exchange
rates for currencies, principally in Brazil, Poland, Australia,
Canada and the United Kingdom may impact our compre-
hensive income and net income. Certain of our affiliates
have entered into forward contracts to manage the impact
of fluctuations in foreign exchange rates on their results of
operations. We do not expect foreign currency fluctuations
to have a material effect on our net income or liquidity.
Interest Rate Risk
Exposure to interest rate changes on our outstanding
debt is mitigated as substantially all of our debt is at fixed
interest rates. At March 31, 2012 and 2011, approximately
$250.0 million of our outstanding floating rate debt is
subject to fluctuations in interest rates and will have an
impact on our non-operating income and net income. As
of March 31, 2012, we estimate that a 1% change in inter-
est rates would result in a net annual change to interest
expense of $2.5 million. See Notes 6 and 7 of Notes to
Consolidated Financial Statements for additional disclo-
sures regarding debt.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Accounting policies are an integral part of the preparation
of our financial statements in accordance with account-
ing principles generally accepted in the United States of
America. Understanding these policies, therefore, is a key
factor in understanding our reported results of operations
and financial position. See Note 1 of Notes to Consolidated
Financial Statements for a discussion of our significant
accounting policies and other information. Certain criti-
cal accounting policies require us to make estimates and
assumptions that affect the amounts of assets, liabilities,
revenues and expenses reported in the financial statements.
Due to their nature, estimates involve judgment based upon
available information. Therefore, actual results or amounts
could differ from estimates and the difference could have a
material impact on the consolidated financial statements.
We consider the following to be our critical accounting poli-
cies that involve significant estimates or judgments.
Consolidation
Effective April 1, 2010, we adopted revised accounting
guidance, Accounting Standards Codification (“ASC”) Topic
810, “Consolidation,” (Statement of Financial Accounting
46 LEGG MASON 2012 ANNUAL REPORT
Standards No. 167, “Amendments to Financial Accounting
Standards Board Interpretation No. 46(R)”) (“SFAS No.
167”), relating to the consolidation of variable interest enti-
ties (“VIEs”) which includes a new approach for determin-
ing who should consolidate a VIE, changes to when it is
necessary to reassess who should consolidate a VIE, and
changes in the assessment of which entities are VIEs. The
application of the revised accounting guidance has been
deferred for certain investment funds, including money
market funds. Investment funds that qualify for the deferral
continue to be assessed for consolidation under prior guid-
ance, Financial Accounting Standards Board Interpretation
No. 46(R), “Consolidation of Variable Interest Entities—an
interpretation of ARB No. 51” (“FIN 46(R)”).
In the normal course of our business, we sponsor and
are the manager of various types of investment vehicles.
Certain of these investment vehicles are considered to be
VIEs while others are considered to be voting rights entities
(“VREs”) subject to traditional consolidation concepts based
on ownership rights. For our services, we are entitled to
receive management fees and may be eligible, under certain
circumstances, to receive additional subordinate manage-
ment fees or other incentive fees. Our exposure to risk in
these entities is generally limited to any equity investment
we have made or are required to make and any earned but
uncollected management fees. Uncollected management
fees from these VIEs were not material at March 31, 2012.
We have not issued any investment performance guarantees
to these VIEs, VREs or their investors. Investment vehicles
that are considered VREs are consolidated if we have a con-
trolling financial interest in the investment vehicle.
Financial Accounting Standards Board Interpretation
No. 46(R) (Accounting Standards Update 2010–10,
“Amendments to Statement 167 for Certain
Investment Funds”)
For most sponsored investment funds, including money
market funds, we determine whether we are the primary
beneficiary of a VIE if we absorb a majority of the VIE’s
expected losses, or receive a majority of the VIE’s expected
residual returns, if any. Our determination of expected
residual returns excludes gross fees paid to a decision
maker if certain criteria are met. In determining whether
we are the primary beneficiary of a VIE, we consider both
qualitative and quantitative factors such as the voting rights
of the equity holders, economic participation of all parties,
including how fees are earned and paid to us, related party
ownership, guarantees and implied relationships. In deter-
mining the primary beneficiary, we must make assumptions
and estimates about, among other things, the future per-
formance of the underlying assets held by the VIE, includ-
ing investment returns, cash flows, and credit and interest
rate risks. In determining whether a VIE is significant for
disclosure purposes, we consider the same factors used for
determination of the primary beneficiary.
Statement of Financial Accounting Standards
No. 167 (Accounting Standards Codification
Topic 810, “Consolidation”)
We sponsor and are the manager for collateralized debt
obligation entities (“CDOs”) and CLOs that do not qualify for
the deferral, and are assessed under the revised account-
ing guidance, as follows. We determine whether we have
a variable interest in a VIE by considering if, among other
things, we have the obligation to absorb losses, or the right
to receive benefits, that are expected to be significant to the
VIE. We consider the management fee structure, including
the seniority level of our fees, the current and expected eco-
nomic performance of the entity, as well as other provisions
included in the governing documents that might restrict or
guarantee an expected loss or residual return. If we have a
significant variable interest, we determine whether we are
the primary beneficiary of the VIE if we have both the power
to direct the activities of the VIE that most significantly
impact the entity’s economic performance and the obliga-
tion to absorb losses, or the right to receive benefits, that
potentially could be significant to the VIE.
In evaluating whether we have the obligation to absorb
losses, or the right to receive benefits, that could potentially
be significant to the VIE, we consider factors regarding the
design, terms, and characteristics of the investment vehi-
cles, including the following qualitative factors: if we have
involvement with the investment vehicle beyond providing
management services; if we hold equity or debt interests
in the investment vehicle; if we have transferred any assets
to the investment vehicle; if the potential aggregate fees in
future periods are insignificant relative to the potential cash
flows of the investment vehicle; and if the variability of the
expected fees in relation to the potential cash flows of the
investment vehicle is more than insignificant.
Legg Mason must consolidate VIEs for which it is deemed
to be the primary beneficiary.
See Note 18 of Notes to Consolidated Financial Statements
for additional discussion of CIVs and other VIEs.
Revenue Recognition
The vast majority of our revenues are calculated as a
percentage of the fair value of our AUM. The underlying
securities within the portfolios we manage, which are not
reflected within our consolidated financial statements, are
generally valued as follows: (i) with respect to securities for
which market quotations are readily available, the market
value of such securities; and (ii) with respect to other secu-
rities and assets, fair value as determined in good faith.
LEGG MASON 2012 ANNUAL REPORT 47
For most of our mutual funds and other pooled products,
the boards of directors or similar bodies are responsible for
establishing policies and procedures related to the pricing
of securities. Each board of directors generally delegates
the execution of the various functions related to pricing
to a fund valuation committee which, in turn, may rely on
information from various parties in pricing securities such as
independent pricing services, the fund accounting agent, the
fund manager, broker-dealers, and others (or a combination
thereof). The funds have controls reasonably designed to
ensure that the prices assigned to securities they hold are
accurate. Management has established policies to ensure
consistency in the application of revenue recognition.
income and liquidity AUM values aggregated $163.4 billion,
$356.1 billion and $123.8 billion, respectively.
As the vast majority of our AUM is valued by independent
pricing services based upon observable market prices or
inputs, we believe market risk is the most significant risk
underlying valuation of our AUM. Economic events and
financial market turmoil have increased market price volatil-
ity; however, the valuation of the vast majority of the secu-
rities held by our funds and in separate accounts continues
to be derived from readily available market price quotations.
As of March 31, 2012, less than 1% of total AUM is valued
based on unobservable inputs.
As manager and advisor for separate accounts, we are gen-
erally responsible for the pricing of securities held in client
accounts (or may share this responsibility with others) and
have established policies to govern valuation processes
similar to those discussed above for mutual funds that are
reasonably designed to ensure consistency in the applica-
tion of revenue recognition. Management relies extensively
on the data provided by independent pricing services and
the custodians in the pricing of separate account AUM.
Separate account customers typically select the custodian.
Valuation of Financial Instruments
Substantially all financial instruments are reflected in the
financial statements at fair value or amounts that approxi-
mate fair value, except our long-term debt. Trading invest-
ments, investment securities and derivative assets and lia-
bilities included in the Consolidated Balance Sheets include
forms of financial instruments. Unrealized gains and losses
related to these financial instruments are reflected in net
income or other comprehensive income, depending on the
underlying purpose of the instrument.
Valuation processes for AUM are dependent on the nature
of the assets and any contractual provisions with our cli-
ents. Equity securities under management for which mar-
ket quotations are available are usually valued at the last
reported sales price or official closing price on the primary
market or exchange on which they trade. Debt securities
under management are usually valued at bid, or the mean
between the last quoted bid and asked prices, provided
by independent pricing services that are based on transac-
tions in debt obligations, quotations from bond dealers,
market transactions in comparable securities and various
other relationships between securities. Short-term debt
obligations are generally valued at amortized cost, which
is designed to approximate fair value. The vast majority of
our AUM is valued based on data from third parties such
as independent pricing services, fund accounting agents,
custodians and brokers. This varies slightly from time to
time based upon the underlying composition of the asset
class (equity, fixed income and liquidity) as well as the
actual underlying securities in the portfolio within each
asset class. Regardless of the valuation process or pricing
source, we have established controls reasonably designed
to assess the reasonableness of the prices provided.
Where market prices are not readily available, or are deter-
mined not to reflect fair value, value may be determined in
accordance with established valuation procedures based
on, among other things, unobservable inputs. Management
fees on AUM where fair values are based on unobservable
inputs are not material. As of March 31, 2012, equity, fixed
For equity investments where we do not control the
investee, and where we are not the primary beneficiary of
a variable interest entity, but can exert significant influence
over the financial and operating policies of the investee, we
follow the equity method of accounting. The evaluation of
whether we exert control or significant influence over the
financial and operational policies of its investees requires sig-
nificant judgment based on the facts and circumstances sur-
rounding each individual investment. Factors considered in
these evaluations may include investor voting or other rights,
any influence we may have on the governing board of the
investee, the legal rights of other investors in the entity pur-
suant to the fund’s operating documents and the relationship
between us and other investors in the entity. Substantially
all of our equity method investees are investment compa-
nies which record their underlying investments at fair value.
Therefore, under the equity method of accounting, our
share of the investee’s underlying net income or loss pre-
dominantly represents fair value adjustments in the invest-
ments held by the equity method investee. Our share of the
investee’s net income or loss is based on the most current
information available and is recorded as a net gain (loss) on
investments within non-operating income (expense).
For investments, we value equity and fixed income securities
using closing market prices for listed instruments or broker or
dealer price quotations, when available. Fixed income secu-
rities may also be valued using valuation models and esti-
mates based on spreads to actively traded benchmark debt
48 LEGG MASON 2012 ANNUAL REPORT
instruments with readily available market prices. We evaluate
our non-trading Investment securities for “other than tempo-
rary” impairment. Impairment may exist when the fair value
of an investment security has been below the adjusted cost
for an extended period of time. If an “other than temporary”
impairment is determined to exist, the difference between
the adjusted cost of the investment security and its current
fair value is recognized as a charge to earnings in the period
in which the impairment is determined.
For investments in illiquid or privately-held securities for
which market prices or quotations are not readily avail-
able, the determination of fair value requires us to estimate
the value of the securities using a variety of methods and
resources, including the most current available financial
information for the investment and the industry. As of
March 31, 2012 and 2011, excluding investments in CIVs,
we owned approximately $11.9 million and $23.8 million,
respectively, of financial investments that were valued on
our assumptions or estimates and unobservable inputs.
At March 31, 2012 and 2011, we also have approximately
$204.2 million and $177.5 million, respectively, of other
investments, such as investment partnerships, that are
included in Other noncurrent assets on the Consolidated
Balance Sheets, of which approximately $169.2 million and
$155.4 million, respectively, are accounted for under the
equity method. The remainder is accounted for under the
cost method, which considers if factors indicate there may
be an impairment in the value of these investments. In addi-
tion, as of March 31, 2012 and 2011, we had $78.3 million
and $76.3 million, respectively, of equity method invest-
ments that are included in Investment securities on the
Consolidated Balance Sheets.
The accounting guidance for fair value measurements and
disclosures defines fair value and establishes a framework
for measuring fair value. The accounting guidance defines
fair value as the exchange price that would be received for
an asset or paid to transfer a liability in the principal or most
advantageous market for the asset or liability in an orderly
transaction between market participants on the measure-
ment date. A fair value measurement should reflect all of the
assumptions that market participants would use in pricing the
asset or liability, including assumptions about the risk inherent
in a particular valuation technique, the effect of a restriction on
the sale or use of an asset, and the risk of non-performance.
The accounting guidance for fair value measurements
establishes a hierarchy that prioritizes the inputs for valua-
tion techniques used to measure fair value. The fair value
hierarchy gives the highest priority to quoted prices in
active markets for identical assets or liabilities and the low-
est priority to unobservable inputs.
Our financial instruments measured and reported at
fair value are classified and disclosed in one of the follow-
ing categories:
Level 1—Financial instruments for which prices are
quoted in active markets, which, for us, include invest-
ments in publicly traded mutual funds with quoted
market prices and equities listed in active markets.
Level 2—Financial instruments for which prices are
quoted for similar assets and liabilities in active mar-
kets; prices are quoted for identical or similar assets
in inactive markets; or prices are based on observable
inputs, other than quoted prices, such as models or
other valuation methodologies. For us, this category
may include repurchase agreements, fixed income
securities and certain proprietary fund products. This
category also includes CLO loans and liabilities of a
CIV, and previously included certain derivative assets
and liabilities of CIVs.
Level 3—Financial instruments for which values are
based on unobservable inputs, including those for
which there is little or no market activity. This category
includes investments in partnerships, limited liability
companies and private equity funds. This category
may also include certain proprietary fund products with
redemption restrictions and CLO debt of a CIV.
The valuation of an asset or liability may involve inputs
from more than one level of the hierarchy. The level in the
fair value hierarchy within which a fair value measurement
in its entirety falls is determined based on the lowest level
input that is significant to the fair value measurement in
its entirety.
Proprietary fund products and certain investments held by
CIVs are valued at net asset value (“NAV”) determined by
the fund administrator. These funds are typically invested
in exchange traded investments with observable market
prices. Their valuations may be classified as Level 1, Level
2 or Level 3 based on whether the fund is exchange traded,
the frequency of the related NAV determinations and the
impact of redemption restrictions. For investments in illiq-
uid and privately-held securities (private equity and invest-
ment partnerships) for which market prices or quotations
may not be readily available, including certain investments
held by CIVs, management must estimate the value of the
securities using a variety of methods and resources, includ-
ing the most current available financial information for the
investment and the industry to which it applies in order to
determine fair value. These valuation processes for illiquid
and privately-held securities inherently require manage-
ment’s judgment and are therefore classified in Level 3.
LEGG MASON 2012 ANNUAL REPORT 49
The fair values of CLO loans and bonds are determined based
on prices from well-recognized third-party pricing services
that utilize available market data and are therefore classified
as Level 2. Legg Mason has established controls designed
to assess the reasonableness of the prices provided. The fair
value of CLO debt is valued using a discounted cash flow
methodology. Inputs used to determine the expected cash
flows include assumptions about forecasted default and recov-
ery rates that a market participant would use in determining
the fair value of the CLO’s underlying collateral assets. Given
the significance of the unobservable inputs to the fair value
measurement, the CLO debt valuation is classified as Level 3.
Exchange traded options are valued using the last sale price
or in the absence of a sale, the last offering price. Options
traded over the counter are valued using dealer supplied valu-
ations. Options are classified as Level 1. Futures contracts are
valued at the last settlement price at the end of each day on
the exchange upon which they are traded and are classified as
Level 1. Index and single name credit default swaps and inter-
est rate swaps previously held were valued based on valua-
tions furnished by pricing services and classified as Level 2.
As a practical expedient, we rely on the NAVs of certain
investments as their fair value. The NAVs that have been
provided by investees are derived from the fair values of
the underlying investments as of the reporting date.
As of March 31, 2012, approximately 3% of total assets
(13% of financial assets measured at fair value) and 10%
of total liabilities meet the definition of Level 3. Excluding
the assets and liabilities of CIVs, approximately 2% of total
assets (13% of financial assets measured at fair value) and
no liabilities meet the definition of Level 3.
Any transfers between categories are measured at the begin-
ning of the period.
See Note 3 of Notes to Consolidated Financial Statements
for additional information.
Intangible Assets and Goodwill
Balances as of March 31, 2012, are as follows:
Amortizable asset management contracts
Indefinite-life intangible assets
Trade names
Goodwill
$ 33,437
3,753,629
69,800
1,275,045
$5,131,911
Our identifiable intangible assets consist primarily of asset
management contracts, contracts to manage proprietary
mutual funds or funds-of-hedge funds and trade names
resulting from acquisitions. Asset management contracts
are amortizable intangible assets that are capitalized at
acquisition and amortized over the expected life of the
contract. Contracts to manage proprietary mutual funds or
funds-of-hedge funds are indefinite-life intangible assets
because we assume that there is no foreseeable limit
on the contract period due to the likelihood of continued
renewal at little or no cost. Similarly, trade names are con-
sidered indefinite-life intangible assets because they are
expected to generate cash flows indefinitely.
In allocating the purchase price of an acquisition to intan-
gible assets, we must determine the fair value of the assets
acquired. We determine fair values of intangible assets
acquired based upon projected future cash flows, which
take into consideration estimates and assumptions including
profit margins, growth or attrition rates for acquired con-
tracts based upon historical experience, estimated contract
lives, discount rates, projected net client flows and market
performance. The determination of estimated contract lives
requires judgment based upon historical client turnover
and attrition rates and the probability that contracts with
termination provisions will be renewed. The discount rate
employed is a weighted-average cost of capital that takes
into consideration a premium representing the degree of
risk inherent in the asset as more fully described below.
For indefinite-life intangible assets and goodwill, we project
the impact of both net client flows and market appreciation/
depreciation on cash flows for the near-term (generally the
first five years) based on a year-by-year assessment that
considers current market conditions, our past experience,
relevant publicly available statistics and projections, internal
budgets, and discussions with our own market experts.
Beyond five years, our projections for net client flows and
market performance migrate towards relevant long-term
rates in line with our own results and industry growth
statistics. We believe our growth assumptions are reason-
able given our consideration of multiple inputs, including
internal and external sources described above. However,
there continues to be uncertainty in the markets, and our
assumptions are subject to change based on fluctuations in
our actual results and market conditions.
Goodwill represents the residual amount of acquisition cost
in excess of identified tangible and intangible assets and
assumed liabilities.
Given the relative significance of our intangible assets
and goodwill to our consolidated financial statements, on
a quarterly basis we consider if triggering events have
occurred that may indicate a significant change in fair values.
Triggering events may include significant adverse changes
in our business, legal or regulatory environment, loss of key
50 LEGG MASON 2012 ANNUAL REPORT
personnel, significant business dispositions, or other events.
If a triggering event has occurred, we perform tests, which
include critical reviews of all significant assumptions, to
determine if any intangible assets or goodwill are impaired.
At a minimum, we perform these tests for indefinite-life
intangible assets and goodwill annually at December 31.
We completed our annual impairment tests of goodwill and
indefinite-life intangible assets as of December 31, 2011,
and determined that there was no impairment in the value
of these assets as of that date. Further, no impairment in
the value of amortizable intangible assets was recognized
during the year ended March 31, 2012, as our estimates of
the related future cash flows exceeded the asset carrying
values. We have also determined that no triggering events
have occurred as of March 31, 2012, therefore, no addi-
tional indefinite-life intangible asset and goodwill impair-
ment testing was necessary.
Amortizable Intangible Assets
Intangible assets subject to amortization are considered
for impairment at each reporting period using an undis-
counted cash flow analysis. Significant assumptions used
in assessing the recoverability of management contract
intangible assets include projected cash flows generated
by the contracts and the remaining lives of the contracts.
Projected cash flows are based on fees generated by cur-
rent AUM for the applicable contracts. Contracts are gener-
ally assumed to turnover evenly throughout the life of the
intangible asset. The remaining life of the asset is based
upon factors such as average client retention and client
turnover rates. If the amortization periods are not appropri-
ate, the expected lives are adjusted and the impact on the
fair value is assessed. Actual cash flows in any one period
may vary from the projected cash flows without resulting in
an impairment charge because a variance in any one period
must be considered in conjunction with other assumptions
that impact projected cash flows.
The estimated useful lives of amortizable intangible assets
currently range from one to five years with a weighted-
average life of approximately 2.9 years.
Indefinite-Life Intangible Assets
For intangible assets with lives that are indeterminable or
indefinite, fair value is determined from a market partici-
pant’s perspective based on projected discounted cash
flows. We have two primary types of indefinite-life intan-
gible assets: proprietary fund contracts and, to a lesser
extent, trade names.
We determine the fair value of our intangible assets based
upon discounted projected cash flows, which take into
consideration estimates of profit margins, growth rates and
discount rates. An asset is determined to be impaired if the
current implied fair value is less than the recorded carrying
value of the asset. If an asset is impaired, the difference
between the current implied fair value and the carrying
value of the asset reflected on the financial statements is
recognized as an expense in the period in which the impair-
ment is determined to be other than temporary.
Projected cash flows are based on annualized cash flows
for the applicable contracts projected forward 40 years,
assuming annual cash flow growth from estimated net cli-
ent flows and projected market performance. Contracts
that are managed and operated as a single unit, such as
contracts within the same family of funds, are reviewed
in aggregate and are considered interchangeable because
investors can transfer between funds with limited restric-
tions. Similarly, cash flows generated by new funds added
to the fund group are included when determining the fair
value of the intangible asset. Actual cash flows in any one
period may vary from the projected cash flows without
resulting in an impairment charge because a variance in any
one period must be considered in conjunction with other
assumptions that impact projected cash flows.
The domestic mutual fund contracts acquired in the
Citigroup Asset Management (“CAM”) acquisition of
$2,502 million account for approximately 65% of our
indefinite-life intangible assets and are managed primarily
by ClearBridge and Western Asset. Permal funds-of-hedge
funds contracts of $947 million account for approximately
25% of our indefinite-life intangible assets. For our
December 31, 2011, annual impairment test, cash flows
from the domestic mutual fund contracts were assumed to
have annual growth rates that average approximately 7%.
Cash flows on the Permal funds-of-hedge funds contracts
were assumed to have annual growth rates that average
approximately 9%. The projected cash flows from the
domestic mutual fund and Permal funds were discounted at
13.0% and 14.5%, respectively. Assuming all other factors
remain the same, actual results and changes in assump-
tions for the domestic mutual fund and Permal funds-of-
hedge funds contracts would have to cause our cash flow
projections over the long-term to deviate more than 5%
and 35%, respectively, from previous projections or the
discount rate would have to be raised to 13.5% and 19.5%,
respectively, for the asset to be deemed impaired. Given
the current uncertainty regarding future market conditions,
it is reasonably possible that fund performance, flows and
AUM levels may decrease in the near term such that actual
cash flows from the domestic mutual fund contracts could
deviate from the projections by more than 5% and the asset
could be deemed to be impaired by a material amount. The
approximate fair values of these assets exceed their carry-
ing values by $124 million and $606 million, respectively.
LEGG MASON 2012 ANNUAL REPORT 51
Trade names account for 2% of indefinite-life intangible assets
and are primarily related to Permal. We tested these intangible
assets using assumptions similar to those described above
for indefinite-life contracts, and the resulting fair values signifi-
cantly exceeded the related carrying amounts.
perspective. We estimate the cost of debt based on pub-
lished debt rates. We estimate the cost of capital based on
the Capital Asset Pricing Model, which considers the risk-
free interest rate, market risk and size premiums, peer-group
betas and unsystematic risk. The discount rates are also cali-
brated based on an assessment of relevant market values.
Goodwill
Goodwill is evaluated at the reporting unit level and is con-
sidered for impairment when the carrying amount of the
reporting unit exceeds the implied fair value of the reporting
unit. In estimating the implied fair value of the reporting unit,
we use valuation techniques based on discounted projected
cash flows, similar to techniques employed in analyzing the
purchase price of an acquisition target. In December 2010,
we announced a realignment of our executive management
team, which during fiscal 2012, resulted in the combination
of our Americas and International divisions into one operating
segment, Global Asset Management. Internal management
reporting has been modified consistent with this realignment
such that discrete financial information regularly received
by the chief operating decision maker, our Chief Executive
Officer, is at the consolidated Global Asset Management
business level. As a result, the former Americas and
International operating segments are no longer our reporting
units, and subsequently, goodwill is recorded and evaluated
at one Global Asset Management reporting unit level. See
Note 17 of Notes to Consolidated Financial Statements for
additional information related to business segments.
Significant assumptions used in assessing the implied fair
value of the reporting unit under the discounted cash flow
method include the projected cash flows generated by the
reporting unit, including profit margins, expected cash flow
growth rates, and the discount rate used to determine the
present value of the cash flows. Cash flow growth rates
consider estimates of both AUM flows and market expecta-
tions by asset class (equity, fixed income and liquidity) and
by investment manager based upon, among other things,
historical experience and expectations of future market per-
formance from internal and external sources. The impact
of both net client flows and market performance on cash
flows are projected for the near-term (generally the first
five years) based on a year-by-year assessment that consid-
ers current market conditions, our experience, our internal
financial projections, relevant publicly available statistics
and projections, and discussions with our own market
experts. Actual cash flows in any one period may vary from
the projected cash flows without resulting in an impairment
charge because a variance in any one period must be con-
sidered in conjunction with other assumptions that impact
projected cash flows.
Goodwill principally originated from the acquisitions of
CAM, Permal and Royce. The value of the reporting unit
is based on projected net cash flows of assets managed
in our mutual funds, closed-end funds and other propri-
etary funds, in addition to separate account assets of our
managers. For our annual December 31 impairment test,
the projected cash flows are discounted at 14.0% to deter-
mine the present value of cash flows. As of December 31,
2011, the implied fair value significantly exceeds the car-
rying value. Projected cash flows, on an aggregate basis
across all asset classes, are assumed to have an average
annual growth rate of approximately 8%. Cash flow growth
is based on separate factors for equity, fixed income, and
liquidity products. Equity product growth projections are
based on long-term growth experience and current market
conditions. Fixed income product growth projections are
based on the past experience of our primary fixed income
manager and current market influences relevant to their
business, available historical experience and market sta-
tistics, and estimates of future expectations. We believe
our growth assumptions are reasonable given our consid-
eration of multiple inputs, including internal and external
sources described above. However, our assumptions
are subject to change based on fluctuations in our actual
results and market conditions. Assuming all other factors
remain the same, actual results and changes in assump-
tions would have to cause our cash flow projections over
the long-term to deviate approximately 51% from previous
projections or the discount rate would have to increase
approximately eight percentage points for goodwill to be
considered for impairment.
As of December 31, 2011, considering relevant prices of
our common shares, our market capitalization, along with a
reasonable control premium, exceeds the aggregate carry-
ing values of our reporting unit.
Stock-Based Compensation
Our stock-based compensation plans include stock options,
employee stock purchase plans, market-based perfor-
mance share awards, restricted stock awards and deferred
compensation payable in stock. Under our stock compen-
sation plans, we issue equity awards to directors, officers,
and key employees.
Discount rates are based on appropriately weighted esti-
mated costs of debt and capital using a market participant
In accordance with the applicable accounting guidance,
compensation expense for the years ended March 31,
52 LEGG MASON 2012 ANNUAL REPORT
2012, 2011 and 2010, includes compensation cost for all
non-vested share-based awards at their grant date fair
value amortized over the respective vesting periods on the
straight-line method. Also, under the accounting guidance,
cash flows related to income tax deductions in excess of or
less than the stock-based compensation expense are clas-
sified as financing cash flows.
We granted 0.8 million, 0.7 million, and 1.5 million stock
options in fiscal 2012, 2011 and 2010, respectively. For
additional information on share-based compensation, see
Note 12 of Notes to Consolidated Financial Statements.
We determine the fair value of each option grant using
the Black-Scholes option-pricing model, except for mar-
ket-based grants, for which we would use a Monte Carlo
option-pricing model. Both models require management
to develop estimates regarding certain input variables.
The inputs for the Black-Scholes model include: stock
price on the date of grant, exercise price of the option,
dividend yield, volatility, expected life and the risk-free
interest rate, all of which except the grant date stock
price and the exercise price require estimates or assump-
tions. We calculate the dividend yield based upon the
average of the historical quarterly dividend payments
over a term equal to the vesting period of the options.
We estimate volatility equally weighted between the
historical prices of our stock over a period equal to the
expected life of the option and the implied volatility of
market listed options at the date of grant. The expected
life is the estimated length of time an option will be held
before it is either exercised or canceled, based upon
our historical option exercise experience. The risk-free
interest rate is the rate available for zero-coupon U.S.
Government issues with a remaining term equal to the
expected life of the options being valued. If we used dif-
ferent methods to estimate our variables for the Black-
Scholes and Monte Carlo models, or if we used a dif-
ferent type of option-pricing model, the fair value of our
option grants might be different.
Income Taxes
We are subject to the income tax laws of the federal, state
and local jurisdictions of the U.S. and numerous foreign
jurisdictions in which we operate. We file income tax
returns representing our filing positions with each jurisdic-
tion. Due to the inherent complexities arising from conduct-
ing business and being taxed in a substantial number of
jurisdictions, we must make certain estimates and judg-
ments in determining our income tax provision for financial
statement purposes.
These estimates and judgments are used in determining
the tax basis of assets and liabilities and in the calculation
of certain tax assets and liabilities that arise from differ-
ences in the timing of revenue and expense recognition
for tax and financial statement purposes. Management
assesses the likelihood that we will be able to realize our
deferred tax assets. If it is more likely than not that the
deferred tax asset will not be realized, then a valuation
allowance is established with a corresponding increase to
deferred tax provision.
Substantially all of our deferred tax assets relate to U.S.
and U.K. taxing jurisdictions. As of March 31, 2012, U.S.
federal deferred tax assets aggregated $718 million, real-
ization of which is expected to require $4.1 billion of future
U.S. earnings, approximately $169 million of which must
be in the form of foreign sourced income. Deferred tax
assets generated in U.S. jurisdictions resulting from net
operating losses generally expire 20 years after they are
generated and those resulting from foreign tax credits
generally expire 10 years after they are generated. Based
on estimates of future taxable income, using assumptions
consistent with those used in our goodwill impairment
testing, it is more likely than not that current federal tax
benefits relating to net operating losses are realizable and
no valuation allowance is necessary at this time. With
respect to those resulting from foreign tax credits, it is
more likely than not that tax benefits relating to $10.4 mil-
lion foreign tax credits will not be realizable and a valuation
allowance of $3.4 million was recorded in fiscal 2012 with
respect thereto. While tax planning may enhance our posi-
tions, the realization of current tax benefits is not depen-
dent on any significant tax strategies.
As of March 31, 2012, U.S. state deferred tax assets
aggregated $237 million. Due to limitations on net operat-
ing loss and capital loss carryforwards and, taking into
consideration certain state tax planning strategies, a valu-
ation allowance has been established for the state capital
loss and net operating loss benefits in certain jurisdic-
tions in the amount of $12.1 million for fiscal 2012. Due
to the uncertainty of future state apportionment factors
and future effective state tax rates, the value of state net
operating loss benefits ultimately realized may vary. A
net release of $7.3 million in fiscal 2012 of the full valu-
ation allowance on foreign deferred tax assets related
to various jurisdictions, primarily the U.K. and Japan. To
the extent our analysis of the realization of deferred tax
assets relies on deferred tax liabilities, we have consid-
ered the timing, nature and jurisdiction of reversals, as
well as, future increases relating to the tax amortization of
goodwill and indefinite-life intangible assets. In the event
we determine all or any portion of our deferred tax assets
that are not already subject to a valuation allowance are
not realizable, we will be required to establish a valuation
allowance by a charge to the income tax provision in the
LEGG MASON 2012 ANNUAL REPORT 53
period in which that determination is made. Depending on
the facts and circumstances, the charge could be material
to our earnings.
The calculation of our tax liabilities involves uncertainties in
the application of complex tax regulations. We recognize
liabilities for anticipated tax uncertainties in the U.S. and
other tax jurisdictions based on our estimate of whether,
and the extent to which, additional taxes will be due.
RECENT ACCOUNTING DEVELOPMENTS
See discussion of Recent Accounting Developments in Note
1 of Notes to Consolidated Financial Statements.
FORWARD-LOOKING STATEMENTS
We have made in this 2012 Annual Report, and from time
to time may otherwise make in our public filings, press
releases and statements by our management, “forward-
looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995, including informa-
tion relating to anticipated growth in revenues, margins or
earnings per share, anticipated changes in our business
or in the amount of our client AUM, anticipated future
performance of our business, including expected earnings
per share in future periods, anticipated future investment
performance of our affiliates, our expected future net cli-
ent cash flows, anticipated expense levels, changes in
expenses, the expected effects of acquisitions and expec-
tations regarding financial market conditions. The words
or phrases “can be,” “may be,” “expects,” “may affect,”
“may depend,” “believes,” “estimate,” “project,” “antici-
pate” and similar words and phrases are intended to iden-
tify such forward-looking statements. Such forward-looking
statements are subject to various known and unknown
risks and uncertainties and we caution readers that any for-
ward-looking information provided by or on behalf of Legg
Mason is not a guarantee of future performance.
Actual results may differ materially from those in forward-
looking information as a result of various factors, some
of which are beyond our control, including but not limited
to those discussed below and those discussed under
the heading “Risk Factors” and elsewhere in our Annual
Report on Form 10-K and our other public filings, press
releases and statements by our management. Due to such
risks, uncertainties and other factors, we caution each
person receiving such forward-looking information not to
place undue reliance on such statements. Further, such
forward-looking statements speak only as of the date on
which such statements are made, and we undertake no
obligations to update any forward-looking statement to
reflect events or circumstances after the date on which
such statement is made or to reflect the occurrence of
unanticipated events.
Our future revenues may fluctuate due to numerous fac-
tors, such as: the total value and composition of our AUM;
the mix of our AUM among our affiliates; the revenue yield
of our AUM; the volatility and general level of securities
prices and interest rates; the relative investment perfor-
mance of company-sponsored investment funds and other
asset management products both in absolute terms and
relative to competing offerings and market indices; investor
sentiment and confidence; general economic conditions;
our ability to maintain investment management and admin-
istrative fees at current levels; competitive conditions in our
business; the ability to attract and retain key personnel and
the effects of acquisitions, including prior acquisitions. Our
future operating results are also dependent upon the level
of operating expenses, which are subject to fluctuation
for the following or other reasons: variations in the level
of compensation expense incurred as a result of changes
in the number of total employees, competitive factors,
changes in the percentages of revenues paid as compen-
sation or other reasons; variations in expenses and capital
costs, including depreciation, amortization and other non-
cash charges incurred by us to maintain our administrative
infrastructure; unanticipated costs that may be incurred by
Legg Mason from time to time to protect client goodwill,
to otherwise support investment products or in connection
with litigation or regulatory proceedings; and the effects of
acquisitions and dispositions.
Our business is also subject to substantial governmental
regulation and changes in legal, regulatory, accounting, tax
and compliance requirements that may have a substantial
effect on our business and results of operations.
EFFECTS OF INFLATION
The rate of inflation can directly affect various expenses,
including employee compensation, communications and tech-
nology and occupancy, which may not be readily recoverable
in charges for services provided by us. Further, to the extent
inflation adversely affects the securities markets, it may
impact revenues and recorded intangible asset and goodwill
values. See discussion of “Market Risks—Revenues and Net
Income” and “Critical Accounting Policies—Intangible Assets
and Goodwill” previously discussed.
54 LEGG MASON 2012 ANNUAL REPORT
Report of Management on Internal Control over Financial Reporting
The management of Legg Mason, Inc. is responsible for establishing and maintaining adequate internal control over finan-
cial reporting.
Legg Mason’s internal control over financial reporting is a process designed to provide reasonable assurance regard-
ing the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with accounting principles generally accepted in the United States of America. Legg Mason’s internal control over finan-
cial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of the assets of Legg Mason; (ii) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
accounting principles generally accepted in the United States of America, and that receipts and expenditures of Legg
Mason are being made only in accordance with authorizations of management and directors of Legg Mason; and (iii) pro-
vide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of Legg
Mason’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inade-
quate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of Legg Mason’s internal control over financial reporting as of March 31, 2012,
based on the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”)
in Internal Control—Integrated Framework. Based on that assessment, management concluded that, as of March 31, 2012,
Legg Mason’s internal control over financial reporting is effective based on the criteria established in the COSO framework.
The effectiveness of Legg Mason’s internal control over financial reporting as of March 31, 2012, has been audited
by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report appearing
herein, which expresses an unqualified opinion on the effectiveness of Legg Mason’s internal control over financial report-
ing as of March 31, 2012.
Mark R. Fetting
Chairman of the Board, President and Chief Executive Officer
Peter H. Nachtwey
Senior Executive Vice President and Chief Financial Officer
LEGG MASON 2012 ANNUAL REPORT 55
Report of Independent Registered Public Accounting Firm
To the Board of Directors
and Stockholders of Legg Mason, Inc.:
In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income (loss),
comprehensive income (loss), changes in stockholders’ equity and cash flows present fairly, in all material respects, the
financial position of Legg Mason, Inc. and its subsidiaries (“the Company”) at March 31, 2012 and March 31, 2011, and
the results of their operations and their cash flows for each of the three years in the period ended March 31, 2012 in con-
formity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company
maintained, in all material respects, effective internal control over financial reporting as of March 31, 2012, based on cri-
teria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO). The Company’s management is responsible for these financial statements, for maintain-
ing effective internal control over financial reporting and for its assessment of the effectiveness of internal control over
financial reporting, included in the accompanying Report of Management on Internal Control over Financial Reporting.
Our responsibility is to express opinions on these financial statements and on the Company’s internal control over finan-
cial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits
to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether
effective internal control over financial reporting was maintained in all material respects. Our audits of the financial state-
ments included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by management, and evaluating the overall
financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding
of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating
the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing
such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable
basis for our opinions.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and
procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transac-
tions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and
that receipts and expenditures of the company are being made only in accordance with authorizations of management
and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthor-
ized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inade-
quate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Baltimore, Maryland
May 25, 2012
56 LEGG MASON 2012 ANNUAL REPORT
Consolidated Balance Sheets
(Dollars in thousands)
ASSETS
Current Assets
Cash and cash equivalents
Cash and cash equivalents of consolidated investment vehicles
Restricted cash
Receivables:
Investment advisory and related fees
Other
Investment securities
Investment securities of consolidated investment vehicles
Deferred income taxes
Other
Other current assets of consolidated investment vehicles
Total current assets
Fixed assets, net
Intangible assets, net
Goodwill
Investments of consolidated investment vehicles
Deferred income taxes
Other
Other assets of consolidated investment vehicles
Total Assets
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities
Current Liabilities
Accrued compensation
Accounts payable and accrued expenses
Short-term borrowings
Current portion of long-term debt
Other
Other current liabilities of consolidated investment vehicles
Total current liabilities
Deferred compensation
Deferred income taxes
Other
Other liabilities of consolidated investment vehicles
Long-term debt
Long-term debt of consolidated investment vehicles
Total Liabilities
Commitments and Contingencies (Note 9)
Redeemable Noncontrolling Interests
Stockholders’ Equity
Common stock, par value $.10; authorized 500,000,000 shares;
issued 139,874,034 shares in 2012 and 150,218,810 shares in 2011
Additional paid-in capital
Employee stock trust
Deferred compensation employee stock trust
Retained earnings
Appropriated retained earnings of consolidated investment vehicle
Accumulated other comprehensive income, net
Total Stockholders’ Equity
Total Liabilities and Stockholders’ Equity
See notes to consolidated financial statements.
March 31,
2012
2011
$1,382,263
26,139
2,167
333,777
100,060
412,119
31,575
117,391
51,977
326
2,457,794
239,411
3,856,866
1,275,045
294,853
142,706
287,653
1,419
$8,555,747
$ 409,759
195,808
250,000
1,278
114,840
4,097
975,782
57,339
242,567
167,544
3,872
1,135,614
271,707
2,854,425
$1,375,918
37,153
9,253
366,571
29,466
400,510
82,829
82,174
59,700
2,982
2,446,556
286,705
3,876,775
1,311,652
312,765
232,394
239,210
1,699
$8,707,756
$ 368,164
207,870
250,000
792
87,393
54,753
968,972
92,487
266,193
90,059
3,553
1,201,076
278,320
2,900,660
24,031
36,712
13,987
3,864,216
(32,419)
32,419
1,715,395
12,221
71,472
5,677,291
$8,555,747
15,022
4,111,095
(34,466)
34,466
1,539,984
10,922
93,361
5,770,384
$8,707,756
LEGG MASON 2012 ANNUAL REPORT 57
Consolidated Statements of Income
(Dollars in thousands, except per share amounts)
OPERATING REVENUES
Investment advisory fees:
Separate accounts
Funds
Performance fees
Distribution and service fees
Other
Total operating revenues
OPERATING EXPENSES
Compensation and benefits
Transition-related compensation
Total compensation and benefits
Distribution and servicing
Communications and technology
Occupancy
Amortization of intangible assets
Other
Total operating expenses
OPERATING INCOME
OTHER NON-OPERATING INCOME (EXPENSE)
Interest income
Interest expense
Fund support
Other income
Other non-operating income of consolidated investment vehicles, net
Total other non-operating income (expense)
INCOME BEFORE INCOME TAX PROVISION
Income tax provision
NET INCOME
Less: Net income (loss) attributable to noncontrolling interests
Years Ended March 31,
2012
2011
2010
$ 775,534
$ 815,633
$ 814,824
1,491,325
1,486,615
1,367,297
49,499
340,966
5,250
96,661
379,161
6,247
71,452
375,333
5,973
2,662,574
2,784,317
2,634,879
1,109,671
1,140,305
1,111,298
34,638
45,048
—
1,144,309
1,185,353
1,111,298
649,739
164,712
154,816
19,574
190,671
712,839
161,969
137,861
22,913
176,574
691,931
163,098
156,967
22,769
167,633
2,323,821
2,397,509
2,313,696
338,753
386,808
321,183
11,481
(87,584)
—
22,097
18,336
(35,670)
303,083
72,052
231,031
10,214
9,246
7,354
(92,157)
(126,273)
—
59,596
1,704
(21,611)
365,197
119,434
245,763
(8,160)
23,171
86,892
17,329
8,473
329,656
118,676
210,980
6,623
NET INCOME ATTRIBUTABLE TO LEGG MASON, INC.
$ 220,817
$ 253,923
$ 204,357
NET INCOME PER SHARE ATTRIBUTABLE TO LEGG MASON, INC.
COMMON SHAREHOLDERS
Basic
Diluted
See notes to consolidated financial statements.
$ 1.54
$ 1.63
$ 1.33
$ 1.54
$ 1.63
$ 1.32
58 LEGG MASON 2012 ANNUAL REPORT
Consolidated Statements of Comprehensive Income
(Dollars in thousands)
NET INCOME
Other comprehensive income:
Foreign currency translation adjustment
Unrealized gains (losses) on investment securities:
Unrealized holding gains (losses), net of tax provision (benefit) of
$132, $(22), and $(9), respectively
Reclassification adjustment for (gains) losses included in net income
Net unrealized gains (losses) on investment securities
Total other comprehensive income (loss)
COMPREHENSIVE INCOME
Less: Comprehensive income (loss) attributable to noncontrolling interests
Years Ended March 31,
2012
2011
2010
$231,031
$245,763
$210,980
(22,098)
35,159
61,029
198
11
209
(21,889)
209,142
10,214
(33)
8
(25)
35,134
280,897
(8,160)
(13)
(5)
(18)
61,011
271,991
6,623
COMPREHENSIVE INCOME ATTRIBUTABLE TO LEGG MASON, INC.
$198,928
$289,057
$265,368
See notes to consolidated financial statements.
LEGG MASON 2012 ANNUAL REPORT 59
Consolidated Statements of Changes in Stockholders’ Equity
(Dollars in thousands)
COMMON STOCK
Beginning balance
Stock options and other stock-based compensation
Deferred compensation employee stock trust
Deferred compensation, net
Exchangeable shares
Equity Units exchanged
Employee tax withholdings by net share transactions
Shares repurchased and retired
Ending balance
SHARES EXCHANGEABLE INTO COMMON STOCK
Beginning balance
Exchanges
Ending balance
ADDITIONAL PAID-IN CAPITAL
Beginning balance
Stock options and other stock-based compensation
Deferred compensation employee stock trust
Deferred compensation, net
Exchangeable shares
Equity Units exchanged
Employee tax withholdings by net share transactions
Shares repurchased and retired
Ending balance
EMPLOYEE STOCK TRUST
Beginning balance
Shares issued to plans
Distributions and forfeitures
Ending balance
DEFERRED COMPENSATION EMPLOYEE STOCK TRUST
Beginning balance
Shares issued to plans
Distributions and forfeitures
Ending balance
RETAINED EARNINGS
Beginning balance
Net income attributable to Legg Mason, Inc.
Dividends declared
Ending balance
APPROPRIATED RETAINED EARNINGS OF CONSOLIDATED INVESTMENT VEHICLE
Beginning balance
Cumulative effect of change in accounting principle
Net income (loss) reclassified to appropriated retained earnings
Ending balance
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS), NET
Beginning balance
Unrealized holding gains (losses) on investment securities, net of tax
Foreign currency translation adjustment
Ending balance
TOTAL STOCKHOLDERS’ EQUITY
See notes to consolidated financial statements.
60 LEGG MASON 2012 ANNUAL REPORT
Years Ended March 31,
2012
2011
2010
$ 15,022
17
7
124
—
183
(6)
(1,360)
13,987
—
—
—
4,111,095
16,508
2,020
32,193
—
102,831
(1,525)
(398,906)
3,864,216
(34,466)
(2,027)
4,074
(32,419)
34,466
2,027
(4,074)
32,419
1,539,984
220,817
(45,406)
1,715,395
10,922
—
1,299
12,221
$ 16,144
64
7
152
110
—
—
(1,455)
15,022
2,760
(2,760)
—
4,447,612
31,674
2,673
34,619
2,650
35,877
—
(444,010)
4,111,095
(33,095)
(2,136)
765
(34,466)
33,095
2,136
(765)
34,466
1,316,981
253,923
(30,920)
1,539,984
—
24,666
(13,744)
10,922
$ 14,185
8
13
66
12
1,860
—
—
16,144
3,069
(309)
2,760
3,452,530
18,758
3,156
29,056
297
943,815
—
—
4,447,612
(35,094)
(2,938)
4,937
(33,095)
35,094
2,938
(4,937)
33,095
1,131,625
204,357
(19,001)
1,316,981
—
—
—
—
93,361
209
(22,098)
71,472
$5,677,291
58,227
(25)
35,159
93,361
$5,770,384
(2,784)
(18)
61,029
58,227
$5,841,724
Consolidated Statements of Cash Flows
(Dollars in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income
Loss on Equity Units exchange
Adjustments to reconcile Net Income to net cash provided by operations:
Depreciation and amortization
Imputed interest for 2.5% convertible senior notes
Accretion and amortization of securities discounts and premiums, net
Stock-based compensation
Net gains on investments
Net losses (gains) of consolidated investment vehicles
Unrealized gains on fund support
Deferred income taxes
Other
Decrease (increase) in assets:
Investment advisory and related fees receivable
Net (purchases) sales of trading and other current investments
Refundable income taxes
Other receivables
Other assets
Increase (decrease) in liabilities:
Accrued compensation
Deferred compensation
Accounts payable and accrued expenses
Other liabilities
Net increase in operating assets and liabilities of consolidated investment vehicles,
including cash
CASH PROVIDED BY OPERATING ACTIVITIES
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for fixed assets
Payments for business acquisitions-related costs
Contractual acquisition earnout payments
Proceeds from sale of assets
Fund support
Restricted cash
Purchases of investment securities
Proceeds from sales and maturities of investment securities
Purchases of investments by consolidated investment vehicles
Proceeds from sales and maturities of investments by consolidated investment vehicles
Years Ended March 31,
2012
2011
2010
$ 231,031
$ 245,763
$ 210,980
—
—
22,040
93,795
39,077
4,552
48,735
(1,714)
(6,711)
—
49,192
(12,191)
31,790
(40,020)
—
1,432
1,810
42,763
(35,148)
(11,147)
28,135
102,748
114,078
36,688
4,539
56,245
34,445
13,387
46,578
(58,851)
(103,457)
3,959
—
80,272
5,393
(13,794)
(55,540)
—
1,962
(17,359)
(22,115)
113,947
2,808
(53,402)
52,288
992,548
177,667
(20,923)
(50,082)
75,970
(44,825)
(251)
(49,954)
(89,800)
32,197
2,686
(86,484)
31,388
496,769
42,739
412,140
20,213
1,413,163
(31,822)
(32,904)
—
—
3,060
—
11,221
(6,493)
6,197
(141,727)
161,894
—
—
—
—
—
(8,430)
9,077
(173,261)
161,047
(84,117)
(11,092)
(179,804)
150
38,890
—
(55,507)
14,792
—
—
CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES
$ 2,330
$ (44,471)
$ (276,688)
LEGG MASON 2012 ANNUAL REPORT 61
Consolidated Statements of Cash Flows (Continued)
(Dollars in thousands)
Years Ended March 31,
2012
2011
2010
$ — $ —
$ (3,056)
—
(1,014)
—
4,538
(1,639)
(3,515)
—
14,440
(401,797)
(445,465)
(26,813)
(7,025)
(2,428)
(554,913)
(135,015)
4,999
—
(48,241)
—
1,551
(8,066)
(468,466)
(746,720)
10,827
(89,970)
19,481
409,236
1,375,918
1,465,888
1,056,652
$1,382,263
$1,375,918
$1,465,888
$ 24,552
$ 39,524
$ (994,823)
41,039
46,620
73,909
(43,602)
(18,309)
(21,596)
(481,780)
(10,974)
6,345
CASH FLOWS FROM FINANCING ACTIVITIES
Debt issue costs
Third-party distribution financing, net
Repayment of principal on long-term debt
Payment on Equity Units exchange
Issuance of common stock
Repurchase of common stock
Dividends paid
Net repayments of consolidated investment vehicles
Net (redemptions/distributions paid to)/subscriptions received
from noncontrolling interest holders
CASH USED IN FINANCING ACTIVITIES
EFFECT OF EXCHANGE RATE CHANGES ON CASH
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
CASH AND CASH EQUIVALENTS AT END OF YEAR
SUPPLEMENTARY DISCLOSURE
Cash paid (received) for:
Income taxes, net of (refunds) payments of ($12,034), ($12,090)
and $60,747, respectively
Interest
See notes to consolidated financial statements.
62 LEGG MASON 2012 ANNUAL REPORT
Notes to Consolidated Financial Statements
(Amounts in thousands, except per share amounts or unless otherwise noted)
1. SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
Basis of Presentation
Legg Mason, Inc. (“Parent”) and its subsidiaries (collectively,
“Legg Mason”) are principally engaged in providing asset
management and related financial services to individuals,
institutions, corporations and municipalities.
The consolidated financial statements include the accounts
of the Parent and its subsidiaries in which it has a control-
ling financial interest. Generally, an entity is considered to
have a controlling financial interest when it owns a major-
ity of the voting interest in an entity. Legg Mason is also
required to consolidate any variable interest entity (“VIE”)
in which it is considered to be the primary beneficiary. See
Note 18 for a further discussion of VIEs. All material inter-
company balances and transactions have been eliminated.
Where appropriate, prior years financial statements reflect
reclassifications to conform to the current year presentation.
Unless otherwise noted, all per share amounts include
common shares of Legg Mason and shares issued in con-
nection with the acquisition of Legg Mason Canada Inc.,
which were exchangeable into common shares of Legg
Mason on a one-for-one basis at any time. In May 2010,
all outstanding exchangeable shares were exchanged for
shares of Legg Mason common stock.
All references to fiscal 2012, 2011 or 2010, refer to Legg
Mason’s fiscal year ended March 31 of that year.
Use of Estimates
The consolidated financial statements are prepared in accor-
dance with accounting principles generally accepted in the
United States of America, which require management to
make assumptions and estimates that affect the amounts
reported in the financial statements and accompanying notes,
including revenue recognition, valuation of financial instru-
ments, intangible assets and goodwill, stock-based com-
pensation, income taxes, and consolidation. Management
believes that the estimates used are reasonable, although
actual amounts could differ from the estimates and the dif-
ferences could have a material impact on the consolidated
financial statements.
Consolidation
Effective April 1, 2010, Legg Mason adopted Accounting
Standards Codification (“ASC”) Topic 810, “Consolidation,”
(Statement of Financial Accounting Standards No. 167,
“Amendments to Financial Accounting Standards Board
Interpretation No. 46(R)”) (“SFAS No. 167”), relating to
the consolidation of VIEs, which includes a new approach
for determining who should consolidate a VIE, changes to
when it is necessary to reassess who should consolidate a
VIE, and changes in the assessment of which entities are
VIEs. The application of the revised accounting guidance
has been deferred for certain investment funds, including
money market funds. Investment funds that qualify for the
deferral continue to be assessed for consolidation under
prior guidance, ASC Topic 810, “Consolidation,” (Financial
Accounting Standards Board Interpretation No. 46(R),
“Consolidation of Variable Interest Entities—an interpreta-
tion of ARB No. 51”) (“FIN 46(R)”).
In the normal course of its business, Legg Mason sponsors
and is the manager of various types of investment vehicles.
Certain of these investment vehicles are considered to be
VIEs while others are considered to be voting rights enti-
ties (“VREs”) subject to traditional consolidation concepts
based on ownership rights. For its services, Legg Mason is
entitled to receive management fees and may be eligible,
under certain circumstances, to receive additional sub-
ordinate management fees or other incentive fees. Legg
Mason did not sell or transfer assets to any of the VIEs or
VREs. Legg Mason’s exposure to risk in these entities is
generally limited to any equity investment it has made or is
required to make and any earned but uncollected manage-
ment fees. Uncollected management fees from these VIEs
were not material at March 31, 2012 and 2011. Legg Mason
has not issued any investment performance guarantees to
these VIEs, VREs or their investors. Investment vehicles
that are considered VREs are consolidated if Legg Mason
has a controlling financial interest in the investment vehicle.
Financial Accounting Standards Board Interpretation
No. 46(R) (Accounting Standards Update 2010–10,
“Amendments to Statement 167 for Certain
Investment Funds”)
For most sponsored investment funds, including money
market funds, which qualify for the deferral of the revised
accounting guidance, Legg Mason determines it is the
primary beneficiary of a VIE if it absorbs a majority of the
VIE’s expected losses, or receives a majority of the VIE’s
expected residual returns, if any. Legg Mason’s determi-
nation of expected residual returns excludes gross fees
paid to a decision maker. It is unlikely that Legg Mason
will be the primary beneficiary for VIEs created to manage
assets for clients which qualify for the deferral unless Legg
Mason’s ownership interest in the VIE, including interests
of related parties, is substantial, unless Legg Mason may
earn significant performance fees from the VIE or unless
Legg Mason is considered to have a material implied vari-
able interest. In determining whether it is the primary
beneficiary of a VIE which qualifies for the deferral, Legg
Mason considers both qualitative and quantitative factors
such as the voting rights of the equity holders, economic
LEGG MASON 2012 ANNUAL REPORT 63
participation of all parties, including how fees are earned
and paid to Legg Mason, related party ownership, guaran-
tees and implied relationships. In determining the primary
beneficiary, Legg Mason must make assumptions and esti-
mates about, among other things, the future performance
of the underlying assets held by the VIE, including invest-
ment returns, cash flows, and credit and interest rate risks.
In determining whether a VIE is significant for disclosure
purposes, Legg Mason considers the same factors used
for determination of the primary beneficiary.
Statement of Financial Accounting Standards
No. 167 (Accounting Standards Codification
Topic 810, “Consolidation”)
Legg Mason sponsors and is the manager for collateralized
debt obligation entities (“CDOs”) and collateralized loan
obligations (“CLOs”) that do not qualify for the deferral, and
are assessed under the revised accounting guidance, as
follows. Legg Mason determines whether it has a variable
interest in a VIE by considering if, among other things, it
has the obligation to absorb losses, or the right to receive
benefits, that are expected to be significant to the VIE.
Legg Mason also considers the management fee structure,
including the seniority level of its fees, the current and
expected economic performance of the entity, as well as
other provisions included in the governing documents that
might restrict or guarantee an expected loss or residual
return. If Legg Mason has a significant variable interest, it
determines it is the primary beneficiary of the VIE if it has
both the power to direct the activities of the VIE that most
significantly impact the entity’s economic performance and
the obligation to absorb losses, or the right to receive ben-
efits, that potentially could be significant to the VIE.
In evaluating whether it has the obligation to absorb losses,
or the right to receive benefits, that potentially could be
significant to the VIE, Legg Mason considers factors regard-
ing the design, terms, and characteristics of the invest-
ment vehicles, including, but not limited to, the following
qualitative factors: if Legg Mason has involvement with the
investment vehicle beyond providing management services;
if Legg Mason holds equity or debt interests in the invest-
ment vehicle; if Legg Mason has transferred any assets to
the investment vehicle; if the potential aggregate fees in
future periods are insignificant relative to the potential cash
flows of the investment vehicle; and if the variability of the
expected fees in relation to the potential cash flows of the
investment vehicle is more than insignificant.
Under both the revised accounting guidance and prior guid-
ance, Legg Mason must consolidate VIEs for which it is
deemed to be the primary beneficiary. Under the revised
accounting guidance, effective April 1, 2010, Legg Mason
consolidated a CLO that was not previously consolidated.
As of March 31, 2012 and 2011, Legg Mason’s Consolidated
Balance Sheet reflects $291,853 and $314,617, respectively,
in assets, and $271,707 and $278,320, respectively, in debt
issued by the CLO, despite the fact that the assets can-
not be used by Legg Mason, nor is Legg Mason obligated
for the debt. The adoption had no impact on Net Income
Attributable to Legg Mason, Inc.’s common shareholders.
In addition, Legg Mason’s Consolidated Statements of Cash
Flows for the years ended March 31, 2012 and 2011, reflect
the cash flows of this CLO. In accordance with the revised
accounting guidance, periods prior to fiscal 2011 have not
been restated. See Note 18 for additional information related
to the application of the amended VIE consolidation model
and the required disclosures.
Cash and Cash Equivalents
Cash equivalents are highly liquid investments with original
maturities of 90 days or less.
Restricted Cash
Restricted cash primarily represents long-term escrow
deposits and cash collateral required for market hedge
arrangements. This cash is not available to Legg Mason for
general corporate use.
Financial Instruments
Substantially all financial instruments are reflected in the
financial statements at fair value or amounts that approxi-
mate fair value, except Legg Mason’s long-term debt.
For equity investments where Legg Mason does not control
the investee, and where it is not the primary beneficiary
of a VIE, but can exert significant influence over the finan-
cial and operating policies of the investee, Legg Mason
follows the equity method of accounting. The evaluation
of whether Legg Mason can exert control or significant
influence over the financial and operational policies of its
investees requires significant judgment based on the facts
and circumstances surrounding each individual investment.
Factors considered in these evaluations may include inves-
tor voting or other rights, any influence Legg Mason may
have on the governing board of the investee, the legal rights
of other investors in the entity pursuant to the fund’s operat-
ing documents and the relationship between Legg Mason
and other investors in the entity. Substantially all of Legg
Mason’s equity method investees are investment compa-
nies which record their underlying investments at fair value.
Therefore, under the equity method of accounting, Legg
Mason’s share of the investee’s underlying net income or
loss predominantly represents fair value adjustments in
the investments held by the equity method investee. Legg
Mason’s share of the investee’s net income or loss is based
on the most current information available and is recorded
as a net gain (loss) on investments within non-operating
64 LEGG MASON 2012 ANNUAL REPORT
income (expense). A significant portion of earnings (losses)
attributable to Legg Mason’s equity method investments
has offsetting compensation expense adjustments under
revenue sharing agreements and deferred compensation
arrangements, therefore, fluctuations in the market value of
these investments will not have a material impact on Net
Income Attributable to Legg Mason, Inc.
Legg Mason also holds debt and marketable equity invest-
ments which are classified as available-for-sale, held-to-
maturity or trading. Debt and marketable equity securities
classified as available-for-sale are reported at fair value
and resulting unrealized gains and losses are reflected in
stockholders’ equity, noncontrolling interests, and compre-
hensive income, net of applicable income taxes. Debt secu-
rities, for which there is positive intent and ability to hold to
maturity, are classified as held-to-maturity and are recorded
at amortized cost. Amortization of discount or premium is
recorded under the interest method and is included in inter-
est income. Certain investment securities, including those
held by consolidated investment vehicles (“CIVs”), are clas-
sified as trading securities. These investments are recorded
at fair value and unrealized gains and losses are included
in current period earnings. Realized gains and losses for all
investments are included in current period earnings.
Equity and fixed income securities classified as trading or
available-for-sale are valued using closing market prices
for listed instruments or broker or dealer price quotations,
when available. Fixed income securities may also be valued
using valuation models and estimates based on spreads to
actively traded benchmark debt instruments with readily
available market prices.
Legg Mason evaluates its non-trading investment securi-
ties for “other-than-temporary” impairment. Impairment
may exist when the fair value of an investment security
has been below the adjusted cost for an extended period
of time. If an “other-than-temporary” impairment is deter-
mined to exist, the amount of impairment that relates to
credit losses is recognized as a charge to income. As of
March 31, 2012, 2011 and 2010, the amount of temporary
unrealized losses for investment securities not recognized
in income was not material.
For investments in illiquid or privately-held securities for
which market prices or quotations may not be readily avail-
able, including certain investments held by CIVs, manage-
ment estimates the value of the securities using a variety of
methods and resources, including the most current available
financial information for the investment and the industry.
In addition to the financial instruments described above
and the derivative instruments and CLO loans, bonds and
debt, described below, other financial instruments that are
carried at fair value or amounts that approximate fair value
include Cash and cash equivalents and Short-term borrow-
ings. The fair value of Long-term debt at March 31, 2012
and 2011, was $1,214,245 and $1,322,960, respectively.
These fair values were estimated using cash flow analysis
discounted at current market rates and are classified as
Level 2 in the fair value hierarchy described below.
Derivative Instruments
The fair values of derivative instruments are recorded as
assets or liabilities on the Consolidated Balance Sheets.
Legg Mason has used foreign exchange forwards and inter-
est rate swaps to hedge the risk of movement in exchange
rates or interest rates on financial assets on a limited basis.
Also, Legg Mason has used futures contracts on index
funds to hedge the market risk of certain seed capital invest-
ments. In addition, certain CIVs use derivative instruments.
However, there is no risk to Legg Mason in relation to the
derivative assets and liabilities of the CIVs in excess of its
investment in the funds, if any.
Legg Mason has not designated any financial instruments
for hedge accounting, as defined in the accounting litera-
ture, during the periods presented. The gains or losses on
derivative instruments not designated for hedge accounting
are included as Other income (expense) or Other non-oper-
ating income (expense) in the Consolidated Statements of
Income, with the exception of gains and losses on deriva-
tive instruments of CIVs, which are recorded as Other non-
operating income (expense) of consolidated investment
vehicles, net, in the Consolidated Statements of Income.
Fair Value Measurements
Accounting guidance for fair value measurements defines
fair value and establishes a framework for measuring fair
value. Fair value is defined as the exchange price that would
be received for an asset or paid to transfer a liability in the
principal or most advantageous market for the asset or liabil-
ity in an orderly transaction between market participants on
the measurement date. Under the accounting guidance, a
fair value measurement should reflect all of the assumptions
that market participants would use in pricing the asset or
liability, including assumptions about the risk inherent in a
particular valuation technique, the effect of a restriction on
the sale or use of an asset, and the risk of non-performance.
The objective of fair value accounting measurements is to
reflect, at the date of the financial statements, how much
an asset would be sold for in an orderly transaction (as
opposed to a distressed or forced transaction) under current
market conditions. Specifically, it requires the use of judg-
ment to ascertain if a formerly active market has become
inactive and in determining fair values when markets have
LEGG MASON 2012 ANNUAL REPORT 65
become inactive. This accounting guidance also relates to
other-than-temporary impairments and is intended to bring
greater consistency to the timing of impairment recognition.
It is also intended to provide greater clarity to investors
about the credit and noncredit components of impaired debt
securities that are not expected to be sold. The guidance
also requires timely disclosures regarding expected cash
flows, credit losses, and an aging of securities with unreal-
ized losses.
The fair value accounting guidance also establishes a hier-
archy that prioritizes the inputs for valuation techniques
used to measure fair value. The fair value hierarchy gives
the highest priority to quoted prices in active markets for
identical assets or liabilities and the lowest priority to unob-
servable inputs.
Legg Mason’s financial instruments measured and reported
at fair value are classified and disclosed in one of the fol-
lowing categories:
Level 1—Financial instruments for which prices are
quoted in active markets, which, for Legg Mason,
include investments in publicly traded mutual funds
with quoted market prices and equities listed in
active markets.
Level 2—Financial instruments for which: prices are
quoted for similar assets and liabilities in active mar-
kets; prices are quoted for identical or similar assets
in inactive markets; or prices are based on observable
inputs, other than quoted prices, such as models or
other valuation methodologies. For Legg Mason, this
category may include repurchase agreements, fixed
income securities, and certain proprietary fund prod-
ucts. This category also includes CLO loans and liabili-
ties of a CIV, and previously included certain derivative
assets and liabilities of CIVs.
Level 3—Financial instruments for which values are
based on unobservable inputs, including those for
which there is little or no market activity. This cat-
egory includes investments in partnerships, limited
liability companies, and private equity funds. This
category may also include certain proprietary fund
products with redemption restrictions and CLO debt
of a CIV.
Proprietary fund products and certain investments held by
CIVs are valued at net asset value (“NAV”) determined by
the applicable fund administrator. These funds are typically
invested in exchange traded investments with observable
market prices. Their valuations may be classified as Level 1,
Level 2 or Level 3 based on whether the fund is exchange
traded, the frequency of the related NAV determinations
and the impact of redemption restrictions. For investments
in illiquid and privately-held securities (private equity and
investment partnerships) for which market prices or quota-
tions may not be readily available, including certain invest-
ments held by CIVs, management must estimate the value
of the securities using a variety of methods and resources,
including the most current available financial information for
the investment and the industry to which it applies in order
to determine fair value. These valuation processes for illiq-
uid and privately-held securities inherently require manage-
ment’s judgment and are therefore classified in Level 3.
The fair values of CLO loans and bonds are determined
based on prices from well-recognized third-party pricing
services that utilize available market data and are there-
fore classified as Level 2. Legg Mason has established
controls designed to assess the reasonableness of the
prices provided. The fair value of CLO debt is valued using
a discounted cash flow methodology. Inputs used to deter-
mine the expected cash flows include assumptions about
forecasted default and recovery rates that a market partici-
pant would use in determining the fair value of the CLO’s
underlying collateral assets. Given the significance of the
unobservable inputs to the fair value measurement, the
CLO debt valuation is classified as Level 3.
Exchange traded options are valued using the last sale
price or in the absence of a sale, the last offering price.
Options traded over the counter are valued using dealer
supplied valuations. Options are classified as Level 1.
Futures contracts are valued at the last settlement price at
the end of each day on the exchange upon which they are
traded and are classified as Level 1. Index and single name
credit default swaps and interest rate swaps previously
held were valued based on valuations furnished by pricing
services and classified as Level 2.
As a practical expedient, Legg Mason relies on the NAV of
certain investments as their fair value. The NAVs that have
been provided by investees are derived from the fair values
of the underlying investments as of the reporting date.
The valuation of an asset or liability may involve inputs
from more than one level of the hierarchy. The level in
the fair value hierarchy which a fair value measurement in
its entirety falls is determined based on the lowest level
input that is significant to the fair value measurement in
its entirety.
Any transfers between categories are measured at the
beginning of the period.
See Note 3 for additional information regarding fair
value measurements.
66 LEGG MASON 2012 ANNUAL REPORT
Fair Value Option
Legg Mason has elected the fair value option for certain
eligible assets and liabilities, including corporate loans
and debt, of a CLO it is consolidating (see Note 18).
Management believes that the use of the fair value option
eliminates certain timing differences and better matches
the changes in fair value of assets and liabilities related to
the CLO. Unrealized gains and losses on assets and liabili-
ties for which the fair value option has been elected are
reported in earnings. The decision to elect the fair value
option is determined on an instrument by instrument basis,
must be applied to an entire instrument and is irrevocable
once elected. Assets and liabilities which are measured
at fair value pursuant to the fair value option are included
in the assets and liabilities of consolidated investment
vehicles in the Consolidated Balance Sheets. At this time,
the Company has not elected to apply the fair value option
to any of its other financial instruments.
Appropriated Retained Earnings
Upon the adoption of revised consolidation guidance as of
April 1, 2010, and the related election of the fair value option
for eligible assets and liabilities of the CLO described above,
Legg Mason recorded a cumulative effect adjustment to
Appropriated retained earnings of consolidated investment
vehicles on the Consolidated Balance Sheets equal to the
difference between the fair values of the CLO’s assets
and liabilities. This difference is recorded as “Appropriated
retained earnings” because the investors in the CLO, not
Legg Mason shareholders, will ultimately realize any ben-
efits or losses associated with the CLO. Beginning April 1,
2010, changes in the fair values of the CLO assets and
liabilities are recorded as Net income (loss) attributable to
noncontrolling interests in the Consolidated Statements of
Income and Appropriated retained earnings of consolidated
investment vehicle in the Consolidated Balance Sheets.
Fixed Assets
Fixed assets consist of equipment, software and leasehold
improvements and capital lease assets. Equipment consists
primarily of communications and technology hardware and
furniture and fixtures. Software includes both purchased
software and internally developed software. Fixed assets
are reported at cost, net of accumulated depreciation and
amortization. Capital lease assets are initially reported at the
lesser of the present value of the related future minimum
lease payments or the asset’s then current fair value, subse-
quently reduced by accumulated depreciation. Depreciation
and amortization are determined by use of the straight-line
method. Equipment is depreciated over the estimated use-
ful lives of the assets, generally ranging from three to eight
years. Software is amortized over the estimated useful lives
of the assets, which are generally three years. Leasehold
improvements and capital lease assets are amortized or
depreciated over the initial term of the lease unless options
to extend are likely to be exercised. Maintenance and
repair costs are expensed as incurred. Internally developed
software is reviewed periodically to determine if there is a
change in the useful life, or if an impairment in value may
exist. If impairment is deemed to exist, the asset is written
down to its fair value or is written off if the asset is deter-
mined to no longer have any value.
Intangible Assets and Goodwill
Legg Mason’s intangible assets consist principally of
asset management contracts, contracts to manage pro-
prietary funds and trade names resulting from acquisi-
tions. Intangible assets are amortized over their estimated
useful lives, using the straight-line method, unless the
asset is determined to have an indefinite useful life. Asset
management contracts are amortizable intangible assets
that are capitalized at acquisition and amortized over the
expected life of the contract. The value of contracts to
manage assets in proprietary funds and the value of trade
names are classified as indefinite-life intangible assets. The
assignment of indefinite lives to proprietary fund contracts
is based upon the assumption that there is no foreseeable
limit on the contract period to manage proprietary funds
due to the likelihood of continued renewal at little or no
cost. The assignment of indefinite lives to trade names is
based on the assumption that they are expected to gener-
ate cash flows indefinitely.
Goodwill represents the excess cost of a business
acquisition over the fair value of the net assets acquired.
Indefinite-life intangible assets and goodwill are not amor-
tized for book purposes. Given the relative significance
of intangible assets and goodwill to the Company’s con-
solidated financial statements, on a quarterly basis Legg
Mason considers if triggering events have occurred that
may indicate that the fair values have declined below their
respective carrying amounts. Triggering events may include
significant adverse changes in the Company’s business,
legal or regulatory environment, loss of key personnel,
significant business dispositions, or other events. If a trig-
gering event has occurred, the Company will perform tests,
which include critical reviews of all significant assump-
tions, to determine if any intangible assets or goodwill are
impaired. At a minimum, the Company performs these
tests annually at December 31, for indefinite-life intangible
assets and goodwill, considering factors such as projected
cash flows and revenue multiples, to determine whether
the value of the assets is impaired and the indefinite-life
assumptions are appropriate. If an asset is impaired, the
difference between the value of the asset reflected on the
financial statements and its current fair value is recognized
as an expense in the period in which the impairment is
determined. The fair values of intangible assets subject to
LEGG MASON 2012 ANNUAL REPORT 67
amortization are reviewed at each reporting period using
an undiscounted cash flow analysis. For intangible assets
with indefinite lives, fair value is determined based on
anticipated discounted cash flows. Goodwill is evaluated
at the reporting unit level, and is potentially impaired if the
carrying amount of the reporting unit exceeds its implied
fair value. In estimating the fair value of the reporting unit,
Legg Mason uses valuation techniques principally based
on discounted cash flows similar to models employed
in analyzing the purchase price of an acquisition target.
Goodwill is deemed to be recoverable at the reporting
unit level, which is also the operating segment level that
Legg Mason defines as the Global Asset Management
segment. This results from the fact that the chief operat-
ing decision maker, Legg Mason’s Chief Executive Officer,
regularly receives discrete financial information at the
consolidated Global Asset Management business level
and does not regularly receive discrete financial informa-
tion, such as operating results, at any lower level, such
as the asset management affiliate level. Prior to fiscal
2012, Legg Mason’s reporting units were its Americas and
International divisions. Allocations of goodwill for manage-
ment restructures, acquisitions and dispositions are based
on relative fair values of the respective businesses restruc-
tured, added to or sold from the divisions.
See Note 5 for additional information regarding intangible
assets and goodwill and Note 17 for additional business
segment information.
Translation of Foreign Currencies
Assets and liabilities of foreign subsidiaries that are denom-
inated in non-U.S. dollar functional currencies are translated
at exchange rates as of the Consolidated Balance Sheet
dates. Revenues and expenses are translated at average
exchange rates during the period. The gains or losses
resulting from translating foreign currency financial state-
ments into U.S. dollars are included in stockholders’ equity
and comprehensive income. Gains or losses resulting from
foreign currency transactions are included in Net income.
Investment Advisory Fees
Legg Mason earns investment advisory fees on assets
in separately managed accounts, investment funds, and
other products managed for Legg Mason’s clients. These
fees are primarily based on predetermined percentages
of the market value of the assets under management
(“AUM”), are recognized over the period in which ser-
vices are performed and may be billed in advance of the
period earned based on AUM at the beginning of the billing
period in accordance with the related advisory contracts.
Revenue associated with advance billings is deferred and
included in Other (current) liabilities in the Consolidated
Balance Sheets and is recognized over the period earned.
Performance fees may be earned on certain investment
advisory contracts for exceeding performance benchmarks
on a relative or absolute basis, depending on the product,
and are recognized at the end of the performance measure-
ment period. Accordingly, neither advanced billings nor
performance fees are subject to reversal.
Legg Mason has responsibility for the valuation of AUM,
substantially all of which is based on observable market
data from independent pricing services, fund accounting
agents, custodians or brokers.
Distribution and Service Fees Revenue and Expense
Distribution and service fees represent fees earned from
funds to reimburse the distributor for the costs of market-
ing and selling fund shares and servicing proprietary funds
and are generally determined as a percentage of client
assets. Reported amounts also include fees earned from
providing client or shareholder servicing, including record
keeping or administrative services to proprietary funds.
Distribution fees earned on company-sponsored investment
funds are reported as revenue. When Legg Mason enters
into arrangements with broker-dealers or other third parties
to sell or market proprietary fund shares, distribution and
servicing expense is accrued for the amounts owed to third
parties, including finders’ fees and referral fees paid to unaf-
filiated broker-dealers or introducing parties. Distribution
and servicing expense also includes payments to third par-
ties for certain shareholder administrative services and sub-
advisory fees paid to unaffiliated asset managers.
Deferred Sales Commissions
Commissions paid to financial intermediaries in connection
with sales of certain classes of company-sponsored mutual
funds are capitalized as deferred sales commissions. The
asset is amortized over periods not exceeding six years,
which represent the periods during which commissions
are generally recovered from distribution and service fee
revenues and from contingent deferred sales charges
(“CDSC”) received from shareholders of those funds upon
redemption of their shares. CDSC receipts are recorded
as distribution and service fee revenue when received and
a reduction of the unamortized balance of deferred sales
commissions, with a corresponding expense.
Management periodically tests the deferred sales com-
mission asset for impairment by reviewing the changes in
value of the related shares, the relevant market conditions
and other events and circumstances that may indicate an
impairment in value has occurred. If these factors indicate
an impairment in value, management compares the car-
rying value to the estimated undiscounted cash flows
expected to be generated by the asset over its remaining
life. If management determines that the deferred sales
68 LEGG MASON 2012 ANNUAL REPORT
commission asset is not fully recoverable, the asset will be
deemed impaired and a loss will be recorded in the amount
by which the recorded amount of the asset exceeds its
estimated fair value. For the years ended March 31, 2012,
2011 and 2010, no impairment charges were recorded.
Deferred sales commissions, included in Other non-current
assets in the Consolidated Balance Sheets, were $9,510
and $11,339 at March 31, 2012 and 2011, respectively.
Income Taxes
Deferred income taxes are provided for the effects of tem-
porary differences between the tax basis of an asset or
liability and its reported amount in the financial statements.
Deferred income tax assets are subject to a valuation allow-
ance if, in management’s opinion, it is more likely than
not that these benefits will not be realized. Legg Mason’s
deferred income taxes principally relate to net operating
loss and other carryforward benefits, business combina-
tions, amortization and accrued compensation.
Under applicable accounting guidance, a tax benefit should
only be recognized if it is more likely than not that the posi-
tion will be sustained based on its technical merits. A tax
position that meets this threshold is measured as the larg-
est amount of benefit that has a greater than 50% likelihood
of being realized upon settlement by the appropriate taxing
authority having full knowledge of all relevant information.
The Company’s accounting policy is to classify interest
related to tax matters as interest expense and related pen-
alties, if any, as other operating expense.
See Note 8 for additional information regarding income taxes.
Loss Contingencies
Legg Mason accrues estimates for loss contingencies
related to legal actions, investigations, and proceedings,
exclusive of legal fees, when it is probable that a liability
has been incurred and the amount of loss can be reason-
ably estimated.
Stock-Based Compensation
Legg Mason’s stock-based compensation includes stock
options, employee stock purchase plans, restricted stock
awards, market-based performance shares payable in
common stock and deferred compensation payable in
stock. Under its stock compensation plans, Legg Mason
issues equity awards to directors, officers, and other key
employees.
In accordance with the applicable accounting guidance,
compensation expense includes costs for all non-vested
share-based awards at their grant date fair value amortized
over the respective vesting periods on the straight-line
method. Legg Mason determines the fair value of stock
options using the Black-Scholes option-pricing model,
with the exception of market-based performance grants,
which would be valued with a Monte Carlo option-pricing
model. See Note 12 for additional information regarding
stock-based compensation.
Earnings Per Share
Basic earnings per share attributable to Legg Mason, Inc.
common shareholders (“EPS”) is calculated by dividing Net
income attributable to Legg Mason, Inc. by the weighted-
average number of shares outstanding. The calculation of
weighted-average shares includes common shares, shares
exchangeable into common stock and certain unvested
share-based payment awards that are considered par-
ticipating securities because they contain nonforfeitable
rights to dividends. Diluted EPS is similar to basic EPS, but
adjusts for the effect of potential common shares unless
they are antidilutive. See Note 13 for additional discussion
of EPS.
Restructuring Costs
In May 2010, Legg Mason’s management committed to a
plan to streamline its business model as further described
in Note 16. The streamlining initiative was complete as of
March 31, 2012. The costs associated with this initiative
primarily related to employee termination benefits, incen-
tives to retain employees during the transition period,
charges for consolidating leased office space, and contract
termination costs. Termination benefits, including sever-
ance, and retention incentives were recorded as Transition-
related compensation in the Consolidated Statements of
Income. These compensation items required employees to
provide future service and were therefore expensed ratably
over the required service period. Contract termination and
other costs were expensed when incurred.
LEGG MASON 2012 ANNUAL REPORT 69
Noncontrolling interests
Noncontrolling interests related to CIVs are classified as redeemable noncontrolling interests if investors in these funds
may request withdrawals at any time. Redeemable noncontrolling interests as of and for the years ended March 31, 2012,
2011 and 2010, were as follows:
Balance, beginning of period
Net income attributable to redeemable noncontrolling interests
Net (redemptions/distributions paid to)/subscriptions received from
noncontrolling interest holders
Balance, end of period
2012
2011
2010
$ 36,712
$29,577
$31,020
8,915
5,584
6,623
(21,596)
1,551
(8,066)
$ 24,031
$36,712
$29,577
Other Recent Accounting Developments
The following relevant accounting pronouncements were
recently issued.
In December 2011, the Financial Accounting Standards
Board (“FASB”) updated the guidance on disclosures for
offsetting assets and liabilities to require both gross and net
information about instruments and transactions, including
derivatives, repurchase and reverse repurchase and other
arrangements that are eligible for offset in the balance
sheet. The disclosures will be effective for Legg Mason in
fiscal 2014, and are not expected to have a material impact
on Legg Mason’s consolidated financial statements.
In September 2011, the FASB updated the guidance on the
annual goodwill test for impairment. The update permits
companies to assess qualitative factors to determine if it
is more likely than not that the fair value of the reporting
unit is less than its carrying amount as a basis for deter-
mining whether it is necessary to perform the currently
required quantitative fair value assessment. This update
will be effective for Legg Mason in fiscal 2013, and is not
expected to have a material effect on its recorded goodwill.
2. ACQUISITIONS
Effective November 1, 2005, Legg Mason acquired 80% of
the outstanding equity of Permal Group, Ltd. (“Permal”), a
leading global funds-of-hedge funds manager. Concurrent
with the acquisition, Permal completed a reorganization
in which the residual 20% of outstanding equity was con-
verted to preference shares, with Legg Mason owning
100% of the outstanding voting common stock of Permal.
During fiscal 2010, Legg Mason paid an aggregate of
$170,804 in cash to acquire the remaining 62.5% of the
outstanding preference shares. The Company also elected
to purchase, for $9,000, the rights of the sellers of the
preference shares to receive an earnout payment of up to
$149,200 in two years. As a result of this transaction, there
will be no further payments for the Permal acquisition. In
addition, during fiscal 2010, Legg Mason paid $7,524 in
dividends on the preference shares. All payments for pref-
erence shares, including dividends, were recognized as
additional goodwill.
3.
INVESTMENTS AND FAIR VALUES
OF ASSETS AND LIABILITIES
The disclosures below include details of Legg Mason’s
assets and liabilities that are measured at fair value, exclud-
ing the assets and liabilities of CIVs. See Note 18, Variable
Interest Entities and Consolidation of Investment Vehicles,
for information related to the assets and liabilities of CIVs
that are measured at fair value.
Legg Mason has investments in debt and equity securities
that are generally classified as available-for-sale and trading
as described in Note 1. Investments as of March 31, 2012
and 2011, are as follows:
Investment securities:
Current investments
Available-for-sale
Other(1)
Total
2012
2011
$412,119
$400,510
11,913
11,300
112
270
$424,144
$412,080
(1) Includes investments in private equity securities that do not have readily
determinable fair values.
70 LEGG MASON 2012 ANNUAL REPORT
The net unrealized and realized (loss) gain for investment
securities classified as trading was $(6,063), $28,355 and
$125,395 for fiscal 2012, 2011 and 2010, respectively.
earnings. The proceeds and gross realized gains and losses
from sales and maturities of available-for-sale investments
are as follows:
Legg Mason’s available-for-sale investments consist of
mortgage backed securities, U.S. government and agency
securities and equity securities. Gross unrealized gains
(losses) for investments classified as available-for-sale
were $551 and $(184), respectively, as of March 31, 2012,
and $157 and $(186), respectively, as of March 31, 2011.
Available-for-sale:
Proceeds
Gross realized gains
Gross realized losses
Years Ended March 31,
2012
2011
2010
$6,197
$4,012
$1,279
6
(25)
7
(19)
1
(4)
Legg Mason uses the specific identification method to
determine the cost of a security sold and the amount reclas-
sified from accumulated other comprehensive income into
Legg Mason had no investments classified as held-to-maturity
as of March 31, 2012 and 2011.
The fair values of financial assets and (liabilities) of the Company were determined using the following categories of inputs:
ASSETS:
Cash equivalents(1):
Money market funds
Time deposits
Total cash equivalents
Investment securities:
Trading investments relating to long-term incentive
compensation plans(2)
Trading proprietary fund products and other investments(3)
Equity method investments relating to long-term incentive
compensation plans, proprietary fund products and
other investments(4)(5)
Total current investments
Available-for-sale investment securities
Investments in partnerships, LLCs and other
Equity method investments in partnerships and LLCs(4)
Derivative assets:
Currency and market hedges
Other investments
LIABILITIES:
Derivative liabilities:
Quoted prices
in active
markets
(Level 1)
Significant
other
observable
inputs
(Level 2)
Significant
unobservable
inputs
(Level 3)
Value as of
March 31,
2012
$ 893,738
$ —
$ —
$ 893,738
—
893,738
88,289
88,289
111,257
143,002
—
79,583
11,565
265,824
2,091
851
1,415
84
—
54,934
134,517
9,810
5,351
1,348
—
—
—
—
—
—
11,778
11,778
12
28,763
166,438
—
112
88,289
982,027
111,257
222,585
78,277
412,119
11,913
34,965
169,201
84
112
$1,164,003
$239,315
$207,103
$1,610,421
Currency and market hedges
$ (886)
$ —
$ —
$ (886)
Substantially all of the above financial instruments where valuation methods rely on other than observable market inputs
as a significant input utilize either the equity method, cost method or NAV practical expedient, such that measurement
uncertainty has little relevance.
LEGG MASON 2012 ANNUAL REPORT 71
ASSETS:
Cash equivalents(1):
Money market funds
Time deposits
Total cash equivalents
Investment securities:
Trading investments relating to long-term incentive
compensation plans(2)
Trading proprietary fund products and other investments(3)
Equity method investments relating to long-term incentive
compensation plans, proprietary fund products and
other investments(4)(5)
Total current investments
Available-for-sale investment securities
Investments in partnerships, LLCs and other
Equity method investments in partnerships and LLCs(4)
Derivative assets:
Currency and market hedges
Other investments
LIABILITIES:
Derivative liabilities:
Quoted prices
in active
markets
(Level 1)
Significant
other
observable
inputs
(Level 2)
Significant
unobservable
inputs
(Level 3)
Value as of
March 31,
2011
$ 912,951
$ —
$ —
$ 912,951
—
912,951
92,877
92,877
—
—
—
120,107
90,123
15,645
225,875
2,666
—
1,420
1,169
—
—
102,562
11,378
48,528
151,090
8,622
—
—
—
—
12,167
23,545
12
22,167
153,931
—
270
92,877
1,005,828
120,107
204,063
76,340
400,510
11,300
22,167
155,351
1,169
270
$1,144,081
$252,589
$199,925
$1,596,595
Currency and market hedges
$ (3,120)
$ —
$ —
$ (3,120)
(1) Cash equivalents include highly liquid investments with original maturities of 90 days or less. Cash investments in actively traded money market funds are
measured at NAV and are classified as Level 1. Cash investments in time deposits are measured at amortized cost, which approximates fair value because
of the short time between the purchase of the instrument and its expected realization, and are classified as Level 2.
(2) Primarily mutual funds where there is minimal market risk to the Company as any change in value is primarily offset by an adjustment to compensation
expense and related deferred compensation liability.
(3) Trading proprietary fund products and other investments primarily represent mutual funds that are invested approximately 52% and 48% in equity and debt
securities as of March 31, 2012, respectively, and were invested approximately 60% and 40% in equity and debt securities as of March 31, 2011, respectively.
(4) Substantially all of Legg Mason’s equity method investments are investment companies which record their underlying investments at fair value. Fair value is
measured using Legg Mason’s share of the investee’s underlying net income or loss, which is predominately representative of fair value adjustments in the
investments held by the equity method investee.
(5) Includes investments under the equity method (which approximates fair value) relating to long-term incentive compensation plans of $54,934 and $48,528
as of March 31, 2012 and March 31, 2011, respectively, and proprietary fund products and other investments of $23,343 and $27,812 as of March 31, 2012
and March 31, 2011, respectively, which are classified as Investment securities on the Consolidated Balance Sheets.
72 LEGG MASON 2012 ANNUAL REPORT
In accordance with new accounting guidance adopted during fiscal 2012, the changes in financial assets measured at fair
value using significant unobservable inputs (Level 3) for the period from March 31, 2011 to March 31, 2012, are now pre-
sented on a gross basis in the table below:
Value as of
March 31,
2011
Purchases
Sales
Settlements/
Other
Transfers
Realized and
unrealized
gains/(losses),
net
Value as of
March 31,
2012
ASSETS:
Trading proprietary fund products
and other investments
$ 11,378
$ — $(11,906)
$ —
$—
$ 528
$ —
Equity method investments in
proprietary fund products
Investments in partnerships, LLCs
12,167
—
and other
22,167
6,932
—
—
—
(578)
Equity method investments in
partnerships and LLCs
153,931
25,883
(6,387)
(14,168)
Other investments
282
—
—
(159)
$199,925
$32,815
$(18,293)
$(14,905)
—
—
—
—
$—
(389)
11,778
242
28,763
7,179
1
166,438
124
$7,561
$207,103
Purchases,
sales,
issuances and
settlements,
net
Value as of
March 31,
2010
Realized and
unrealized
gains/(losses),
net
Value as of
March 31,
2011
Transfers
ASSETS:
Trading proprietary fund products and other investments
$ 22,459
$(13,429)
Equity method investments in proprietary fund products
Investments in partnerships, LLCs and other
Equity method investments in partnerships and LLCs
Other investments
12,090
23,049
98,968
1,464
—
831
29,335
(4,065)
$158,030
$ 12,672
$350
—
—
—
—
$350
$1,998
$ 11,378
77
(1,713)
25,628
2,883
12,167
22,167
153,931
282
$28,873
$199,925
Realized and unrealized gains and losses recorded
for Level 3 investments are included in Other income
(expense) on the Consolidated Statements of Income.
The change in unrealized gains relating to Level 3 assets
and liabilities still held at the reporting date was $5,495
and $11,472, for the years ended March 31, 2012 and
2011, respectively.
There were no significant transfers between Levels 1 and 2
during the years ended March 31, 2012 and 2011.
LEGG MASON 2012 ANNUAL REPORT 73
As a practical expedient, Legg Mason relies on the net asset value of certain investments as their fair value. The net asset
values that have been provided by the investees have been derived from the fair values of the underlying investments
as of the reporting date. The following table summarizes, as of March 31, 2012, the nature of these investments and any
related liquidation restrictions or other factors which may impact the ultimate value realized.
Category of Investment Investment Strategy
Fair Value
Determined
Using NAV
Unfunded
Commitments
Remaining Term
Funds-of-hedge funds Global, fixed income, macro, long/short equity,
$ 51,251(1)
n/a
n/a
Hedge funds
natural resources, systematic, emerging market,
European hedge
Fixed income—developed market, event driven,
fixed income—hedge, relative value arbitrage,
European hedge
25,460(2)
$20,000
n/a
Private equity funds
Long/short equity
Private fund
Fixed income, residential and commercial
Other
Total
mortgage-backed securities
Various
27,927(2)
89,323(2)(3)
2,450(2)
5,906
Up to 8 years
n/a
n/a
6 years, subject to two
one-year extensions
Various(4)
$196,411
$25,906
n/a-not applicable
(1) 63% monthly redemption; 37% quarterly redemption, of which 36% is subject to two-year lock-up.
(2) Liquidations are expected over the remaining term.
(3) Redemptions prohibited until November 2012.
(4) 4% remaining term of less than one year; 96% 20-year remaining term.
There are no current plans to sell any of these investments.
4. FIXED ASSETS
The following table reflects the components of fixed assets
as of March 31:
Equipment
Software
Leasehold improvements
Total cost
Less: accumulated depreciation
and amortization
Fixed assets, net
2012
2011
$ 155,173
$ 200,696
205,760
242,566
603,499
224,026
280,277
704,999
(364,088)
(418,294)
$ 239,411
$ 286,705
Depreciation and amortization expense related to fixed
assets was $74,221, $79,835 and $91,309 for fiscal 2012,
2011 and 2010, respectively. The decrease in the total cost
of fixed assets was substantially due to disposals in conjunc-
tion with the business streamlining initiative. See additional
information regarding Legg Mason’s business streamlining
initiative in Note 16.
INTANGIBLE ASSETS AND GOODWILL
5.
Goodwill and indefinite-life intangible assets are not amor-
tized and the values of identifiable intangible assets are amor-
tized over their useful lives, unless the assets are determined
74 LEGG MASON 2012 ANNUAL REPORT
to have indefinite useful lives. Goodwill and indefinite-life
intangible assets are analyzed to determine if the fair value of
the assets exceeds the book value. Intangible assets subject
to amortization are considered for impairment at each report-
ing period. If the fair value is less than the book value, Legg
Mason will record an impairment charge.
The following table reflects the components of intangible
assets as of March 31:
2012
2011
Amortizable asset
management contracts
Cost
$ 206,411
$ 208,454
Accumulated amortization
(172,974)
(155,136)
Net
33,437
53,318
Indefinite-life intangible assets
Fund management contracts
3,753,629
3,753,657
Trade names
Intangible assets, net
69,800
69,800
3,823,429
3,823,457
$3,856,866
$3,876,775
As of March 31, 2012, management contracts are being
amortized over a weighted-average life of 2.9 years.
Estimated amortization expense for each of the next five
fiscal years is as follows:
2013
2014
2015
2016
2017
Thereafter
Total
$14,018
11,835
2,920
2,663
2,001
—
$33,437
The change in indefinite-life intangible assets is attribut-
able to the impact of foreign currency translation. Legg
Mason completed its most recent annual impairment tests
of indefinite-life intangible assets as of December 31, 2011,
and determined that there was no impairment in the value
of these assets during fiscal 2012. Legg Mason also deter-
mined that no triggering events occurred as of March 31,
2012, that would require further impairment testing. Specific
to the $2,502,000 of indefinite-life domestic mutual fund
contracts acquired in the Citigroup Asset Management
(“CAM”) acquisition, principally managed by ClearBridge
Advisors LLC and Western Asset Management Company,
as of Legg Mason’s most recent annual impairment test,
its assessed fair value exceeded its carrying value by 5%.
Given the current uncertainty regarding future market condi-
tions, should market performance, flows, or related AUM
levels decrease in the near term such that cash flow projec-
tions deviate from current projections, it is reasonably pos-
sible that the asset could be deemed to be impaired by a
material amount.
The change in the carrying value of goodwill is summarized below:
Balance as of March 31, 2010
Impact of excess tax basis amortization
Other, including changes in foreign exchange rates
Balance as of March 31, 2011
Impact of excess tax basis amortization
Other, including changes in foreign exchange rates
Balance as of March 31, 2012
Gross
Book Value
Accumulated
Impairment
Net
Book Value
$2,477,196
$(1,161,900)
$1,315,296
(22,735)
19,091
—
—
(22,735)
19,091
2,473,552
(1,161,900)
1,311,652
(21,694)
(14,913)
—
—
(21,694)
(14,913)
$2,436,945
$(1,161,900)
$1,275,045
Legg Mason completed its most recent annual impairment
test of goodwill as of December 31, 2011, and determined
that there was no impairment in the value of these assets
during fiscal 2012. Legg Mason also determined that no
triggering events occurred as of March 31, 2012, that
would require further impairment testing.
Legg Mason also recognizes the tax benefit of the amorti-
zation of excess tax basis related to the CAM acquisition.
In accordance with accounting guidance for income taxes,
the tax benefit is recorded as a reduction of goodwill and
deferred tax liabilities as the benefit is realized.
6. SHORT-TERM BORROWINGS
Legg Mason maintains a revolving credit facility, which
expires in February 2013, with a maximum amount avail-
able of $500,000, subject to the covenant discussed in
Note 7. As of both March 31, 2012 and 2011, the revolving
credit facility rate was LIBOR plus 262.5 basis points and
the effective interest rate was 2.9%. The facility rate may
change in the future based on changes in Legg Mason’s
credit ratings or LIBOR rates. As of both March 31, 2012 and
2011, there was $250,000 outstanding under this facility.
This facility has standard financial covenants, including a
maximum net debt to EBITDA ratio of 2.5 to 1 and mini-
mum EBITDA to interest ratio of 4.0 to 1. As of March 31,
2012, Legg Mason’s net debt to EBITDA ratio was 1.1 to 1
and EBITDA to interest expense ratio was 13.8 to 1. Legg
Mason has maintained compliance with the applicable cov-
enants but if it is determined that compliance with these
covenants becomes under pressure, a number of actions
may be taken, including reducing expenses to increase
EBITDA, using available cash to repay all or a portion of the
$250,000 outstanding debt subject to these covenants or
seeking to negotiate with lenders to modify the terms or to
restructure the debt.
See Note 20 for subsequent borrowing of remaining $250,000
available under the revolving credit facility in May 2012.
A subsidiary of Legg Mason maintains a credit line for
general operating purposes. The maximum amount that
may be borrowed on this credit line is $15,000, subject to
the covenant discussed in Note 7. There were no borrow-
ings outstanding under this facility as of March 31, 2012
and 2011.
LEGG MASON 2012 ANNUAL REPORT 75
7. LONG-TERM DEBT
The disclosures below include details of Legg Mason’s
debt, excluding the debt of CIVs. See Note 18, Variable
Interest Entities and Consolidation of Investment Vehicles,
for information related to the debt of CIVs.
The accreted value of long-term debt consists of the following:
2.5% convertible senior notes
5.6% senior notes from Equity Units
Other term loans
Subtotal
Less: current portion
Total
2012
2011
Current
Accreted
Value
Unamortized
Discount
Maturity
Amount
Accreted
Value
$1,127,009
$122,991
$1,250,000
$1,087,932
—
9,883
—
—
—
9,883
103,039
10,897
1,136,892
122,991
1,259,883
1,201,868
1,278
—
1,278
792
$1,135,614
$122,991
$1,258,605
$1,201,076
2.5% Convertible Senior Notes and
Related Hedge Transactions
On January 14, 2008, Legg Mason sold $1,250,000 of 2.5%
convertible senior notes (the “Notes”). The Notes bear inter-
est at 2.5%, payable semi-annually in cash. Legg Mason is
accreting the carrying value to the principal amount at maturity
using an imputed interest rate of 6.5% (the effective borrow-
ing rate for nonconvertible debt at the time of issuance) over
its expected life of seven years, resulting in additional interest
expense for fiscal 2012, 2011 and 2010, of $39,077, $36,688,
and $34,445 respectively. The Notes are convertible, if certain
conditions are met, at an initial conversion rate of 11.3636
shares of Legg Mason common stock per one thousand dollar
principal amount of Notes (equivalent to a conversion price of
approximately $88 per share), or a maximum of 14,205 shares,
subject to adjustment. Unconverted notes mature at par in
January 2015. Upon conversion of a one thousand dollar princi-
pal amount note, the holder will receive cash in an amount equal
to one thousand dollars or, if less, the conversion value of the
note. If the conversion value exceeds the principal amount of
the Note at conversion, Legg Mason will also deliver, at its elec-
tion, cash or common stock or a combination of cash and com-
mon stock for the conversion value in excess of one thousand
dollars. The amount by which the Notes’ if-converted value
exceeds the accreted value as of March 31, 2012 (representing
a potential loss), is approximately $77,353 using a current inter-
est rate of 4.00%. The agreement governing the issuance of
the Notes contains certain covenants for the benefit of the initial
purchaser of the Notes, including that no additional debt may be
incurred if Legg Mason’s gross debt to EBITDA ratio (as defined
in the documents) exceeds 2.5 to 1. These covenants may
result in the Notes becoming immediately due and payable if
the covenants are not met. The leverage covenant was waived
to accommodate the Equity Units issuance in May 2008. This
waiver expired in June 2011. Legg Mason has maintained com-
pliance with the applicable covenants. As of March 31, 2012,
our leverage ratio was 2.7 to 1, thus the covenant prohibits Legg
Mason from borrowing additional amounts as of that date.
In connection with the sale of the Notes, on January 14, 2008,
Legg Mason entered into convertible note hedge transac-
tions with respect to its common stock (the “Purchased Call
Options”) with financial institution counterparties (“Hedge
Providers”). The Purchased Call Options are exercisable solely
in connection with any conversions of the Notes in the event
that the market value per share of Legg Mason common stock
at the time of exercise is greater than the exercise price of the
Purchased Call Options, which is equal to the $88 conversion
price of the Notes, subject to adjustment. Simultaneously,
in separate transactions Legg Mason also sold to the Hedge
Providers warrants to purchase, in the aggregate and subject
to adjustment, 14,205 shares of common stock on a net
share-settled basis at an exercise price of $107.46 per share
of common stock. The Purchased Call Options and warrants
are not part of the terms of the Notes and will not affect the
holders’ rights under the Notes. These hedging transactions
had a net cost of approximately $83,000, which was paid from
the proceeds of the Notes and recorded as a reduction of addi-
tional paid-in capital.
If, when the Notes are converted, the market price per share
of Legg Mason common stock exceeds the $88 exercise
price of the Purchased Call Options, the Purchased Call
Options entitle Legg Mason to receive from the Hedge
Providers shares of Legg Mason common stock, cash, or a
combination of shares of common stock and cash, that will
match the shares or cash Legg Mason must deliver under
terms of the Notes. Additionally, if at the same time the mar-
ket price per share of Legg Mason common stock exceeds
the $107.46 exercise price of the warrants, Legg Mason will
be required to deliver to the Hedge Providers net shares of
common stock, in an amount based on the excess of such
76 LEGG MASON 2012 ANNUAL REPORT
market price per share of common stock over the exercise
price of the warrants. These transactions effectively increase
the conversion price of the Notes to $107.46 per share of
common stock. Legg Mason has contractual rights, and, at
execution of the related agreements, had the ability to settle
its obligations under the conversion feature of the Notes, the
Purchased Call Options and warrants, with Legg Mason com-
mon stock. Accordingly, these transactions are accounted for
as equity, with no subsequent adjustment for changes in the
value of these obligations.
5.6% Senior Notes from Equity Units
In May 2008, Legg Mason issued 23,000 Equity Units for
$1,150,000, of which approximately $50,000 was used to
pay issuance costs. Each unit consisted of a 5% interest in
one thousand dollar principal amount of 5.6% senior notes
due June 30, 2021, and a detachable contract to purchase a
varying number of shares of Legg Mason’s common stock
for $50 by June 30, 2011. The notes and purchase contracts
were separate and distinct instruments, but their terms were
structured to simulate a conversion of debt to equity and
potentially remarketed debt approximately three years after
issuance. The holders’ obligations to purchase shares of Legg
Mason’s common stock were collateralized by their pledge
of the notes or other prescribed collateral. In connection with
the issuance of the Equity Units, Legg Mason incurred issu-
ance costs of $36,200, of which $27,600 was allocated to the
equity component of the Equity Units and recorded as a reduc-
tion of Additional paid-in capital. The notes were considered to
be mandatorily convertible. For their commitment to purchase
shares of Legg Mason’s common stock, holders also received
quarterly payments, referred to as Contract Adjustment
Payments (“CAP”), at a fixed annual rate of 1.4% of the com-
mitment amount over the three-year contract term. Upon issu-
ance of the Equity Units, Legg Mason recognized a liability of
approximately $45,800 for the fair value of its obligation (based
upon discounted cash flows) to pay unitholders a quarterly
contract adjustment payment. This amount also represented
the fair value of Legg Mason’s commitment under the contract
to issue shares of common stock in the future at designated
prices, and was recorded as a reduction to Additional paid-in
capital. The CAP obligation liability was accreted over the
approximate three-year contract term by charges to Interest
expense based on a constant rate calculation. Subsequent
contract adjustment payments reduced the CAP obligation lia-
bility, which as of March 31, 2011, was $168, and was included
in Other liabilities on the Consolidated Balance Sheets. Due to
the retirement of the remaining Equity Units discussed below,
there was no CAP obligation liability as of March 31, 2012.
Each purchase contract obligated Legg Mason to sell a num-
ber of newly issued shares of common stock that was based
on a settlement rate determined by Legg Mason’s stock price
at the purchase date. The settlement rate adjusted with the
price of Legg Mason stock in a way intended to maintain
the original investment value when Legg Mason’s common
stock was priced between $56.30 and $67.56 per share. The
settlement rate was 0.7401 shares of Legg Mason common
stock, subject to adjustment, for each Equity Unit if the market
value of Legg Mason common stock was at or above $67.56.
The settlement rate was 0.8881 shares of Legg Mason com-
mon stock, subject to adjustment, for each Equity Unit if the
market value of Legg Mason common stock was at or below
$56.30. If the market value of Legg Mason common stock
was between $56.30 and $67.56, the settlement rate was the
number of shares of Legg Mason common stock equal to $50
divided by the market value.
During the September 2009 quarter, Legg Mason completed
a tender offer and retired 91% of its outstanding Equity Units
(20,939 units) including the extinguishment of $1,050,000 of its
outstanding 5.6% senior notes and termination of the related
purchase contracts in exchange for the issuance of approxi-
mately 18,596 shares of Legg Mason common stock and a
payment of approximately $130,870 in cash. The cash payment
was allocated between the liability and equity components
of the Equity Units based on relative fair values, resulting in a
loss on debt extinguishment of approximately $22,040 (includ-
ing a non-cash charge of approximately $6,355 of accelerated
expense of deferred issue costs) and a decrease in additional
paid-in capital of approximately $115,186.
The $103,039 of outstanding debt on the remaining 5.6%
senior notes was retired on June 30, 2011, as part of a
remarketing. Concurrently, Legg Mason issued 1,830 shares
of Legg Mason common stock upon the exercise of the pur-
chase contracts from the Equity Units.
Other Term Loans
In fiscal 2006, a subsidiary of Legg Mason entered into a
$12,803 term loan agreement to finance an aircraft. The
loan bears interest at 5.9%, is secured by the aircraft, and
has a maturity date of January 1, 2016. The outstanding
balance at March 31, 2012 and 2011, was $8,568, and
$9,363, respectively.
As of March 31, 2012, the aggregate maturities of long-term
debt, based on their contractual terms, are as follows:
2013
2014
2015
2016
2017
Thereafter
Total
$ 1,278
1,332
1,251,386
5,887
—
—
$1,259,883
LEGG MASON 2012 ANNUAL REPORT 77
See Note 20 for subsequent issuance of $650,000 of 5.5% Senior Notes and repurchase of all $1,250,000 of the Notes in
May 2012.
INCOME TAXES
8.
The components of income before income tax provision are as follows:
Domestic
Foreign
Total
The components of income tax expense are as follows:
Federal
Foreign
State and local
Total income tax provision
Current
Deferred
Total income tax provision
2012
$257,866
45,217
$303,083
2011
$230,334
134,863
$365,197
2010
$207,210
122,446
$329,656
2012
$54,179
(7,850)
25,723
$72,052
$22,860
49,192
$72,052
2011
2010
$ 75,290
$ 78,224
18,788
25,356
$119,434
$ 39,162
80,272
$119,434
14,066
26,386
$118,676
$ 4,729
113,947
$118,676
Legg Mason received approximately $580,000 in tax
refunds during the June 2009 quarter, primarily attributable
to the utilization of $1,600,000 of realized losses incurred
in fiscal 2009 on the sale of securities issued by struc-
tured investment vehicles. Federal legislation, enacted in
November 2009 to temporarily extend the net operating
loss carryback period from two to five years enabled Legg
Mason to utilize an additional $1,300,000 of net operating
loss deductions and, as a result, an additional $459,000 in
tax refunds was received in January 2010.
A reconciliation of the difference between the effective income tax rate and the statutory federal income tax rate is as follows:
Tax provision at statutory U.S. federal income tax rate
State income taxes, net of federal income tax benefit(1)
Effect of foreign tax rates(1)
Effect of loss on Australian restructuring
Changes in U.K. tax rates on deferred tax assets and liabilities
Net (income) loss attributable to noncontrolling interests
Other, net
Effective income tax rate
2012
35.0%
5.4
(1.8)
(6.0)
(6.0)
(1.1)
(1.7)
2011
35.0%
4.9
(5.4)
—
(2.5)
0.8
(0.1)
2010
35.0%
2.5
(3.5)
—
—
—
2.0
23.8%
32.7%
36.0%
(1) State income taxes include changes in valuation allowances, net of the impact on deferred tax assets of changes in state apportionment factors and planning
strategies. The effect of foreign tax rates also includes changes in valuation allowances.
During the quarter ended September 30, 2010, the U.K.
Finance (No. 2) Act 2010 was enacted, which reduced
the main U.K. corporate tax rate from 28% to 27%. In
July 2011, The U.K. Finance Act 2011 (the “Act”) was
enacted. The Act further reduced the main U.K. corporate
tax rate from 27% to 26% effective April 1, 2011, and
from 26% to 25% effective April 1, 2012. The reductions
in the U.K. corporate tax rate resulted in tax benefits of
$18,268 and $8,878, recognized in fiscal 2012 and 2011,
respectively, as a result of the revaluation of deferred tax
assets and liabilities at the new rates. In addition, during
the year ended March 31, 2012, Legg Mason recorded
$18,254 of tax benefits related to a restructuring of our
Australian business.
78 LEGG MASON 2012 ANNUAL REPORT
Deferred income taxes are provided for the effects of temporary differences between the tax basis of an asset or liability
and its reported amount in the Consolidated Balance Sheets. These temporary differences result in taxable or deductible
amounts in future years. A summary of Legg Mason’s deferred tax assets and liabilities are as follows:
DEFERRED TAX ASSETS
Accrued compensation and benefits
Accrued expenses
Operating loss carryforwards
Capital loss carryforwards
Convertible debt obligations
Foreign tax credit carryforward
Federal benefit of uncertain tax positions
Mutual fund launch costs
Net unrealized losses from investments
Other
Deferred tax assets
Valuation allowance
Deferred tax assets after valuation allowance
DEFERRED TAX LIABILITIES
Basis differences, principally for intangible assets and goodwill
Depreciation and amortization
Other
Deferred tax liabilities
Net deferred tax asset
2012
2011
$ 125,797
62,410
397,013
46,244
4,951
59,871
17,602
14,476
5,327
18,119
751,810
(102,722)
$ 649,088
$129,320
46,650
375,703
44,475
4,609
45,119
17,451
102
2,590
6,844
672,863
(94,541)
$578,322
2012
2011
$196,611
431,280
3,667
631,558
$ 17,530
$229,879
295,699
4,369
529,947
$ 48,375
Certain tax benefits associated with Legg Mason’s employee
stock plans are recorded directly in Stockholders’ Equity. No
tax benefit was recorded to equity in fiscal 2012, 2011 or
2010, due to the net operating loss position of the Company.
As of March 31, 2012, an additional $6,700 of net operating
loss will be recognized as an increase in Stockholders’ Equity
when ultimately realized.
In connection with the completion and filing of its fiscal 2010
federal tax return in December 2010, Legg Mason recorded
a net additional tax benefit of approximately $36,000 in fis-
cal 2011 with respect to the Equity Unit extinguishment that
occurred in fiscal 2010. The tax benefit increased Additional
paid-in capital in a manner consistent with the fiscal 2010
allocation of the extinguishment payment.
Legg Mason has various loss carryforwards that may
provide future tax benefits. Related valuation allowances
are established in accordance with accounting guid-
ance for income taxes, if it is management’s opinion
that it is more likely than not that these benefits will not
be realized. Substantially all of Legg Mason’s deferred
tax assets relate to U.S. and U.K. taxing jurisdictions.
As of March 31, 2012, U.S. federal deferred tax assets
aggregated $717,552, realization of which is expected to
require approximately $4,120,000 of future U.S. earnings,
approximately $169,000 of which must be in the form of
foreign source income. Based on estimates of future tax-
able income, using assumptions consistent with those
used in Legg Mason’s goodwill impairment testing, it is
more likely than not that current federal tax benefits relat-
ing to net operating losses are realizable and no valuation
allowance is necessary at this time. With respect to those
resulting from foreign tax credits, it is more likely than not
that tax benefits relating to $10,370 of foreign tax credits
will not be realized and a valuation allowance of $3,411
was established in fiscal 2012. While tax planning may
enhance Legg Mason’s tax positions, the realization of
these current tax benefits is not dependent on any sig-
nificant tax strategies. As of March 31, 2012, U.S. state
deferred tax assets aggregated $236,675. Due to limita-
tions on net operating loss and capital loss carryforwards
and, taking into consideration certain state tax planning
strategies, a valuation allowance was established for the
LEGG MASON 2012 ANNUAL REPORT 79
state capital loss and net operating loss benefits in certain
jurisdictions. An additional valuation allowance of $12,076
was recorded for fiscal 2012. Due to the uncertainty of
future state apportionment factors and future effective
state tax rates, the value of state net operating loss ben-
efits ultimately realized may vary. A net release of $7,306
in fiscal 2012 of the full valuation allowance on foreign
deferred tax assets related to various jurisdictions, primar-
ily the U.K. and Japan. To the extent the analysis of the
realization of deferred tax assets relies on deferred tax
liabilities, Legg Mason has considered the timing, nature
and jurisdiction of reversals, as well as, future increases
relating to the tax amortization of goodwill and indefinite-
life intangible assets.
The following deferred tax assets and valuation allowances relating to carryforwards have been recorded at March 31, 2012
and 2011, respectively.
Deferred tax assets
U.S. federal net operating losses
U.S. federal capital losses
U.S. federal foreign tax credits
U.S. state net operating losses(1)(2)
U.S. state capital losses
Non-U.S. net operating losses
Non-U.S. capital losses
2012
2011
Expires Beginning
after Fiscal Year
$219,984
$203,971
74
59,871
151,772
39,046
25,257
7,124
74
45,119
143,542
36,675
28,190
7,726
2029
2015
2015
2015
2015
2011
n/a
Total deferred tax assets for carryforwards
$503,128
$465,297
Valuation allowances
U.S. federal capital losses
U.S. federal foreign tax credits
U.S. state net operating losses
U.S. state capital losses
Non-U.S. net operating losses
Non-U.S. capital losses
Valuation allowances for carryforwards
Non-U.S. other deferred assets
Total valuation allowances
$ 74
$ 74
6,542
23,911
39,046
22,956
7,124
99,653
3,069
3,131
14,206
36,675
28,190
7,726
90,002
4,539
$102,722
$ 94,541
(1) Substantially all of the U.S. state net operating losses carryforward through fiscal 2029.
(2) Due to potential for change in the factors relating to apportionment of income to various states, the Company’s effective state tax rates are subject to
fluctuation which will impact the value of the Company’s deferred tax assets, including net operating losses, and could have a material impact on the future
effective tax rate of the Company.
Legg Mason had total gross unrecognized tax benefits
of approximately $90,831, $77,653 and $51,027 as of
March 31, 2012, 2011 and 2010, respectively. Of these
totals, approximately $62,400, $53,500 and $40,600,
respectively, (net of the federal benefit for state tax liabili-
ties) are the amounts of unrecognized benefits which, if
recognized, would favorably impact future income tax pro-
visions and effective tax rates.
80 LEGG MASON 2012 ANNUAL REPORT
A reconciliation of the beginning and ending amount of unrecognized gross tax benefits for the years ended March 31, 2012,
2011 and 2010, is as follows:
Balance, beginning of year
Additions based on tax positions related to the current year
Additions for tax positions of prior years
Reductions for tax positions of prior years
Decreases related to settlements with taxing authorities
Expiration of statute of limitations
Balance, end of year
Although management cannot predict with any degree of
certainty the timing of ultimate resolution of matters under
review by various taxing jurisdictions, it is reasonably pos-
sible that the Company’s gross unrecognized tax benefits
balance may change within the next twelve months by up
to $20,500 as a result of the expiration of statutes of limita-
tion and the completion of tax authorities’ exams.
The Company accrues interest related to unrecognized tax
benefits in interest expense and recognizes penalties in
other operating expense. During the years ended March 31,
2012, 2011 and 2010, the Company recognized approxi-
mately $1,300, $3,000, and $2,200, respectively, which
was substantially all interest. At March 31, 2012, 2011 and
2010, Legg Mason had approximately $10,000, $9,000,
and $6,000, respectively, accrued for interest and penalties
on tax contingencies in the Consolidated Balance Sheets.
Legg Mason is under examination by the Internal Revenue
Service and other tax authorities in various states. The follow-
ing tax years remain open to income tax examination for each
of the more significant jurisdictions where Legg Mason is sub-
ject to income taxes: after fiscal 2005 for U.S. federal; after
fiscal 2005 for the United Kingdom; after fiscal 2003 for the
state of California; after fiscal 2005 for the state of New York;
and after fiscal 2008 for the states of Connecticut, Maryland
and Massachusetts. The Company does not anticipate mak-
ing any significant cash payments with the settlement of
these audits in excess of amounts that have been reserved.
In a prior year, Legg Mason initiated plans to repatriate
accumulated earnings of approximately $225,000, of which
approximately $100,000 has been repatriated as of March 31,
2012. Legg Mason currently intends to repatriate $100,000 to
$150,000 of foreign earnings to create foreign source income
in order to utilize foreign tax credits that may otherwise expire
unutilized. No further repatriation of accumulated prior period
foreign earnings beyond the above range is currently planned,
however, Legg Mason may repatriate future earnings.
2012
$77,653
9,822
10,668
(3,575)
(3,185)
(552)
2011
$51,027
1,361
34,959
(6,107)
(2,667)
(920)
2010
$43,662
2,830
12,664
(5,846)
(515)
(1,768)
$90,831
$77,653
$51,027
Except as noted above, Legg Mason intends to perma-
nently reinvest cumulative undistributed earnings of its
non-U.S. subsidiaries in non-U.S. operations. Accordingly,
no U.S. federal income taxes have been provided for the
undistributed earnings to the extent that they are perma-
nently reinvested in Legg Mason’s non-U.S. operations.
It is not practical at this time to determine the income tax
liability that would result upon repatriation of the earnings.
9. COMMITMENTS AND CONTINGENCIES
Legg Mason leases office facilities and equipment under
non-cancelable operating leases, and also has multi-year
agreements for certain services. These leases and service
agreements expire on varying dates through fiscal 2026.
Certain leases provide for renewal options and contain
escalation clauses providing for increased rentals based
upon maintenance, utility and tax increases.
As of March 31, 2012, the minimum annual aggregate
rentals under operating leases and service agreements
are as follows:
2013
2014
2015
2016
2017
Thereafter
Total
$ 148,202
118,146
107,880
96,379
87,710
489,268
$1,047,585
The minimum rental commitments shown above have not
been reduced by $148,775 for minimum sublease rentals to
be received in the future under non-cancelable subleases,
of which approximately 51% is due from one counterparty.
If a sub-tenant defaults on a sublease, Legg Mason may
incur operating charges to reflect expected future sublease
rentals at reduced amounts, as a result of the current com-
mercial real estate market.
LEGG MASON 2012 ANNUAL REPORT 81
The above minimum rental commitments include $931,703
in real estate and equipment leases and $115,882 in ser-
vice and maintenance agreements.
Included in the table above is $37,858 in commitments
related to space that has been vacated, but for which sub-
leases are being pursued. A lease liability was adjusted
in fiscal 2012 and 2011, to reflect the present value of the
excess existing lease obligations over the estimated sub-
lease income and related costs. The lease liability takes into
consideration various assumptions, including the amount of
time it will take to secure a sublease agreement and prevail-
ing rental rates in the applicable real estate markets. These,
and other related costs incurred during fiscal 2012 and 2011,
primarily related to Legg Mason’s business streamlining ini-
tiative, aggregated $13,375 and $2,587, respectively.
The following table reflects rental expense under all operat-
ing leases and servicing agreements.
2012
2011
2010
Rental expense
$140,285
$137,072
$137,771
Less: sublease income
14,310
10,848
8,573
Net rent expense
$125,975
$126,224
$129,198
Legg Mason recognizes rent expense ratably over the lease
period based upon the aggregate lease payments. The
lease period is determined as the original lease term with-
out renewals, unless and until the exercise of lease renewal
options is reasonably assured, and also includes any period
provided by the landlord as a “free rent” period. Aggregate
lease payments include all rental payments specified in
the contract, including contractual rent increases, and are
reduced by any lease incentives received from the landlord,
including those used for tenant improvements.
As of March 31, 2012 and 2011, Legg Mason had commit-
ments to invest approximately $36,653 and $23,381, respec-
tively, in limited partnerships that make private investments.
These commitments are expected to be funded as required
through the end of the respective investment periods ranging
through fiscal 2018.
In the normal course of business, Legg Mason enters into
contracts that contain a variety of representations and war-
ranties and that provide general indemnifications. Legg
Mason’s maximum exposure under these arrangements is
unknown, as this would involve future claims that may be
made against Legg Mason that have not yet occurred.
management and investment banking activities, includ-
ing certain class actions, which primarily allege violations
of securities laws and seek unspecified damages, which
could be substantial. In the normal course of its business,
Legg Mason has also received subpoenas and is currently
involved in governmental and self-regulatory agency inqui-
ries, investigations and, from time to time, proceedings
involving asset management activities. In accordance with
guidance for accounting for contingencies, Legg Mason
has established provisions for estimated losses from pend-
ing complaints, legal actions, investigations and proceed-
ings when it is probable that a loss has been incurred and a
reasonable estimate of loss can be made.
In a transaction with Citigroup in December 2005, Legg
Mason transferred to Citigroup the subsidiaries that con-
stituted its Private Client/Capital Markets (“PC/CM”)
businesses, thus transferring the entities that would have
primary liability for most of the customer complaint, liti-
gation and regulatory liabilities and proceedings arising
from those businesses. However, as part of that transac-
tion, Legg Mason agreed to indemnify Citigroup for most
customer complaint, litigation and regulatory liabilities of
Legg Mason’s former PC/CM businesses that result from
pre-closing events. While the ultimate resolution of these
matters cannot be currently determined based on current
information, after consultation with legal counsel, manage-
ment believes that any accrual or range of reasonably pos-
sible losses as of March 31, 2012 and 2011 is not material.
Similarly, although Citigroup transferred to Legg Mason the
entities that would be primarily liable for most customer
complaint, litigation and regulatory liabilities and proceed-
ings of the CAM business, Citigroup has agreed to indem-
nify Legg Mason for most customer complaint, litigation
and regulatory liabilities of the CAM business that result
from pre-closing events.
The ultimate resolution of other matters cannot be cur-
rently determined. In the opinion of management and after
consultation with legal counsel, due to the preliminary
nature of certain of these matters, Legg Mason is cur-
rently unable to estimate the amount or range of potential
losses from these matters, and Legg Mason’s financial
condition, results of operations and cash flows could be
materially affected during a period in which a matter is ulti-
mately resolved. In addition, the ultimate costs of litigation-
related charges can vary significantly from period-to-period,
depending on factors such as market conditions, the size
and volume of customer complaints and claims, including
class action suits, and recoveries from indemnification,
contribution or insurance reimbursement.
Legg Mason has been the subject of customer complaints
and has also been named as a defendant in various legal
actions arising primarily from securities brokerage, asset
One of Legg Mason’s asset management subsidiaries
was named as the defendant in a lawsuit filed by a former
82 LEGG MASON 2012 ANNUAL REPORT
institutional client in late August 2011. The complaint
alleges breach of contract and breach of fiduciary duty
arising from investments in the former client’s account
allegedly being inconsistent with the account’s objectives,
and seeks damages in excess of $90,000. Legg Mason
believes that the claims are without merit and intends to
defend the matter vigorously. During the third quarter of
fiscal year 2012, the subsidiary filed a motion to dismiss,
which has not yet been ruled upon by the court. Discovery
in the case is ongoing, and a pretrial conference is currently
scheduled for April 2013. Because of the preliminary status
of the matter, Legg Mason cannot estimate the possible
loss or range of loss from this matter, if any. In addition,
although Legg Mason believes that this matter would likely
be covered by insurance policies that may substantially
mitigate the amount of any eventual loss, as is not unusual
with litigation at this point in the process, there can be no
assurance that the action will not have a material effect on
Legg Mason’s financial position, results of operations or
cash flows.
As of March 31, 2012 and 2011, Legg Mason’s liability for
losses and contingencies was $200 and $500, respectively.
During fiscal 2012, 2011 and 2010, Legg Mason recorded
litigation related charges of approximately $1,000, $2,500,
and $21,200, respectively. The charge in fiscal 2010 pri-
marily represents a $19,000 accrual for an affiliate investor
settlement, which was settled during fiscal 2011. During
fiscal 2012, 2011 and 2010, the liability was reduced for
settlement payments of approximately $1,300, $23,500,
and $1,500, respectively.
10. EMPLOYEE BENEFITS
Legg Mason, through its subsidiaries, maintains various
defined contribution plans covering substantially all employ-
ees. Through its primary plan, Legg Mason can make two
types of discretionary contributions. One is a profit sharing
contribution to eligible Plan participants based on a percent-
age of qualified compensation and the other is a 50% match
of employee 401(k) contributions up to 6% of employee
compensation with a maximum of five thousand dollars per
year. Profit sharing and matching contributions amounted to
$22,336 and $22,739 in fiscal 2012 and 2011, respectively.
In addition, employees can make voluntary contributions
under certain plans.
11. CAPITAL STOCK
At March 31, 2012, the authorized numbers of common and
preferred shares were 500,000 and 4,000, respectively. At
March 31, 2012 and 2011, there were 19,275 and 14,557
shares of common stock, respectively, reserved for issuance
under Legg Mason’s equity plans. As of March 31, 2010,
1,099 common shares were reserved for exchangeable
shares issued in connection with the acquisition of Legg
Mason Canada Inc. Exchangeable shares were exchangeable
at any time by the holder on a one-for-one basis into shares
of Legg Mason’s common stock and were included in basic
shares outstanding. In May 2010, all outstanding exchange-
able shares were converted into shares of Legg Mason
common stock.
On May 10, 2010, Legg Mason announced that its Board of
Directors replaced its existing stock buyback authority with
the authority to purchase up to $1 billion worth of Legg
Mason common stock. There is no expiration date attached to
this authorization. During fiscal 2012, Legg Mason purchased
and retired 13,597 shares of its common stock for $400,266
through open market purchases. During fiscal 2011, Legg
Mason purchased and retired 14,552 shares of its common
stock for $445,465 through accelerated share repurchase
(“ASR”) agreements and open market purchases. The remain-
ing balance of the authorized stock buyback is $154,938.
As discussed in Note 7, in May 2008, Legg Mason issued
$1,150,000 of Equity Units, each unit consisting of a 5%
interest in one thousand dollar principal amount of senior
notes due June 30, 2021, and a purchase contract com-
mitting the holder to purchase shares of Legg Mason’s
common stock by June 30, 2011. During fiscal 2010, Legg
Mason issued approximately 18,596 shares through the
Equity Unit tender offer in exchange for 91% of the out-
standing Equity Units. During fiscal 2012, Legg Mason
issued 1,830 shares of Legg Mason common stock upon
the exercise of the purchase contracts from the remaining
Equity Units and the senior notes from the Equity Units
were retired in a remarketing. As also discussed in Note 7,
in January 2008, Legg Mason issued $1,250,000 of 2.5%
contingent convertible senior notes, which, if certain condi-
tions are met, could result in the issuance of a maximum
of approximately 14,205 shares of Legg Mason common
stock, subject to adjustment.
LEGG MASON 2012 ANNUAL REPORT 83
Changes in common stock and shares exchangeable into common stock for the three years ended March 31, 2012, 2011
and 2010, are as follows:
COMMON STOCK
Beginning balance
Shares issued for:
Stock option exercises and other stock-based compensation
Deferred compensation trust
Deferred compensation
Exchangeable shares
Shares repurchased and retired
Equity Units exchange
Ending balance
SHARES EXCHANGEABLE INTO COMMON STOCK
Beginning balance
Exchanges
Ending balance
Years Ended March 31,
2012
2011
2010
150,219
161,439
141,853
172
68
1,182
—
638
75
1,520
1,099
(13,597)
(14,552)
72
133
662
123
—
1,830
—
18,596
139,874
150,219
161,439
—
—
—
1,099
(1,099)
—
1,222
(123)
1,099
Dividends declared per share were $0.32, $0.20, and $0.12 for fiscal 2012, 2011 and 2010, respectively. Dividends declared
but not paid at March 31, 2012, 2011 and 2010, were $11,493, $8,990, and $4,844, respectively, and are included in Other
current liabilities.
12. STOCK-BASED COMPENSATION
Legg Mason’s stock-based compensation includes stock
options, employee stock purchase plans, restricted stock
awards and units, performance shares payable in com-
mon stock, and deferred compensation payable in stock.
Effective July 26, 2011, the number of shares authorized
to be issued under Legg Mason’s active equity incen-
tive stock plan was increased by 6,500 to 41,500. Shares
available for issuance as of March 31, 2012, were 13,134.
Options under Legg Mason’s employee stock plans have
been granted at prices not less than 100% of the fair mar-
ket value. Options are generally exercisable in equal incre-
ments over four to five years and expire within eight to ten
years from the date of grant.
Compensation expense relating to stock options for the
years ended March 31, 2012, 2011 and 2010, was $14,076,
$19,926 and $17,281 respectively. The related income
tax benefit for the years ended March 31, 2012, 2011 and
2010, was $5,539, $7,718 and $6,221, respectively.
84 LEGG MASON 2012 ANNUAL REPORT
Stock option transactions under Legg Mason’s equity incentive plans during the years ended March 31, 2012, 2011 and 2010,
respectively, are summarized below:
Options outstanding at March 31, 2009
Granted
Exercised
Canceled/forfeited
Options outstanding at March 31, 2010
Granted
Exercised
Canceled/forfeited
Options outstanding at March 31, 2011
Granted
Exercised
Canceled/forfeited
Options outstanding at March 31, 2012
Number of
Shares
Weighted-Average
Exercise Price
Per Share
5,554
1,457
(72)
(885)
6,054
729
(634)
(730)
5,419
810
(117)
(488)
5,624
$64.09
26.82
25.40
49.24
57.75
33.12
21.85
48.94
59.82
33.99
25.32
48.80
$57.78
The total intrinsic value of options exercised during the years ended March 31, 2012, 2011 and 2010, was $398, $6,977,
and $229, respectively. At March 31, 2012, the aggregate intrinsic value of options outstanding was $1,715.
The following information summarizes Legg Mason’s stock options outstanding at March 31, 2012:
Exercise Price Range
$ 12.65–$ 25.00
25.01– 35.00
35.01– 94.00
94.01– 100.00
100.01– 134.97
Option Shares
Outstanding
Weighted-Average
Exercise Price
Per Share
Weighted-Average
Remaining Life
(in years)
86
3,284
304
550
1,400
5,624
$ 14.82
31.61
55.65
95.19
107.56
4.4
5.6
0.6
2.3
2.2
At March 31, 2012, 2011 and 2010, options were exercisable on 3,334, 2,860, and 2,810 shares, respectively, and the
weighted-average exercise prices were $73.60, $77.20, and $73.57, respectively. Stock options exercisable at March 31,
2012, have a weighted-average remaining contractual life of 2.9 years. At March 31, 2012, the aggregate intrinsic value of
options exercisable was $934.
The following information summarizes Legg Mason’s stock options exercisable at March 31, 2012:
Exercise Price Range
$ 12.65–$ 25.00
25.01– 35.00
35.01– 94.00
94.01– 100.00
100.01– 134.97
Option Shares
Exercisable
Weighted-Average
Exercise Price
Per Share
51
1,134
304
550
1,295
3,334
$ 14.73
31.13
55.65
95.19
108.11
LEGG MASON 2012 ANNUAL REPORT 85
The following information summarizes unvested stock options under Legg Mason’s equity incentive plans for the year ended
March 31, 2012:
Shares unvested at March 31, 2011
Granted
Vested(1)
Canceled/forfeited
Shares unvested at March 31, 2012
Number of
Shares
Weighted-Average
Grant Date
Fair Value
2,559
810
(961)
(118)
2,290
$15.89
13.13
17.84
14.78
$14.00
(1) Stock options granted prior to fiscal 2011 vest in July each year; beginning in fiscal 2011, stock options granted vest in May each year.
Unamortized compensation cost related to unvested
options at March 31, 2012, was $22,843 and is expected
to be recognized over a weighted-average period of
1.7 years.
Cash received from exercises of stock options under Legg
Mason’s equity incentive plans was $2,851, $12,094, and
$1,829 for the years ended March 31, 2012, 2011 and 2010,
respectively. The tax benefit expected to be realized for the
tax deductions from these option exercises totaled $47,
$2,645, and $73 for the years ended March 31, 2012, 2011,
and 2010, respectively.
The weighted-average fair value of stock options granted
in fiscal 2012, 2011 and 2010, using the Black-Scholes
option pricing model, was $13.13, $14.32, and $12.09 per
share, respectively.
The following weighted-average assumptions were used in
the model for grants in fiscal 2012, 2011 and 2010:
Expected dividend yield
Risk-free interest rate
2012
1.39%
1.95%
2011
1.39%
2.37%
2010
1.45%
2.86%
Expected volatility
47.16%
52.64%
55.26%
Expected lives (in years)
5.12
5.18
5.17
Legg Mason uses an equally weighted combination of both
implied and historical volatility to measure expected volatil-
ity for calculating Black-Scholes option values.
Legg Mason has a qualified Employee Stock Purchase
Plan covering substantially all U.S. employees. Shares of
common stock are purchased in the open market on behalf
of participating employees, subject to a 4,500 total share
limit under the plan. Purchases are made through payroll
deductions and Legg Mason provides a 10% contribution
towards purchases, which is charged to earnings. During
the fiscal years ended March 31, 2012, 2011 and 2010,
approximately 107, 102, and 147 shares, respectively, have
been purchased in the open market on behalf of participat-
ing employees. In fiscal 2012, 2011 and 2010, Legg Mason
recognized $267, $286, and $313, respectively, in compen-
sation expense related to the stock purchase plan.
On January 28, 2008, the Compensation Committee of
Legg Mason approved grants to senior officers of 120 mar-
ket-based performance shares, of which 100 remain out-
standing, that upon vesting, subject to certain conditions,
are distributed as shares of common stock. The grants will
vest ratably on January 28 of each of the five years follow-
ing the grant date, upon attaining the service criteria and
the stock price hurdles beginning at $77.97 in year one and
ending at $114.15 in year five.
The weighted-average fair value per share for these awards
of $11.81 was estimated as of the grant date using a grant
price of $70.88, and a Monte Carlo option-pricing model
with the following assumptions:
Expected dividend yield
Risk-free interest rate
Expected volatility
1.33%
3.30%
36.02%
86 LEGG MASON 2012 ANNUAL REPORT
Restricted stock and restricted stock unit transactions during the years ended March 31, 2012, 2011 and 2010, respec-
tively, are summarized below:
Unvested shares at March 31, 2009
Granted
Vested
Canceled/forfeited
Unvested shares at March 31, 2010
Granted
Vested
Canceled/forfeited
Unvested shares at March 31, 2011
Granted
Vested
Canceled/forfeited
Unvested shares at March 31, 2012
Number of
Shares
Weighted-Average
Grant Date
Value
1,341
786
(467)
(55)
1,605
1,867
(617)
(218)
2,637
1,370
(1,075)
(59)
2,873
$51.26
22.35
58.83
53.37
34.80
33.02
38.62
30.42
33.01
33.48
31.49
32.68
$33.83
The restricted stock and restricted stock unit awards were
non-cash transactions. In fiscal 2012, 2011 and 2010, Legg
Mason recognized $32,826, $35,770, and $27,233, respec-
tively, in compensation expense and related tax benefits of
$12,705, $13,854, and $9,804, respectively, for restricted
stock and restricted stock unit awards. Unamortized com-
pensation cost related to unvested restricted stock and
restricted stock unit awards for 2,873 shares not yet recog-
nized at March 31, 2012, was $63,196 and is expected to
be recognized over a weighted-average period of 1.7 years.
Legg Mason also has an equity plan for non-employee
directors. Under the equity plan, directors may elect to
receive shares of stock or restricted stock units. Prior to a
July 19, 2007 amendment to the Plan, directors could also
elect to receive stock options. Options granted under the
old plan are immediately exercisable at a price equal to the
market value of the shares on the date of grant and have a
term of not more than ten years. In fiscal 2012, 2011 and
2010, Legg Mason recognized expense of $1,375, $1,425,
and $1,575, respectively, for awards under this plan.
Shares, options, and restricted stock units issuable under
the equity plan are limited to 625 shares in aggregate, of
which 276 shares were issued under the plan as of March 31,
2012. At March 31, 2012, non-employee directors held
184 stock options, which are included in the outstand-
ing options presented in the table above. As of March 31,
2012, non-employee directors held 74 restricted stock
units, which vest on the grant date and are, therefore, not
included in the unvested shares of restricted stock and
restricted stock units in the table above. During the year
ended March 31, 2012, non-employee directors did not
exercise any stock options and no restricted stock units
were distributed. There were 12 restricted stock units and
31 shares of common stock granted during fiscal 2012.
There were 36 stock options and no restricted stock units
canceled or forfeited during fiscal 2012.
During fiscal 2012, Legg Mason established a long-term
incentive plan (the “LTIP”) under its equity incentive plan,
which provides an additional element of compensation
that is based on performance. Under the LTIP, executive
officers were granted cash value performance units in the
June 2011 quarter that will vest at the end of a three year
period based upon Legg Mason’s cumulative adjusted earn-
ings per share over the period. Awards granted under the
LTIP may be settled in cash and/or shares of Legg Mason
common stock, at the discretion of Legg Mason. The esti-
mated amount of the award, if any, would be expensed
over the vesting period based on a probability assessment
of the expected outcome under the LTIP provisions.
Deferred compensation payable in shares of Legg Mason
common stock has been granted to certain employees in
an elective plan. The vesting in the plan is immediate and
the plan provides for discounts of up to 10% on contribu-
tions and dividends. There are 5,792 additional shares
reserved for future issuance under the plan. In fiscal 2012,
2011 and 2010, Legg Mason recognized $191, $263, and
$176, respectively, in compensation expense related to
this plan. During fiscal 2012, 2011 and 2010, Legg Mason
issued 68, 77, and 128 shares, respectively, under the plan
with a weighted-average fair value per share at the grant
date of $27.05, $28.38, and $22.53, respectively.
LEGG MASON 2012 ANNUAL REPORT 87
Legg Mason has issued shares in connection with cer-
tain deferred compensation plans that are held in rabbi
trusts. Assets of rabbi trusts are consolidated with those
of the employer, and the value of the employer’s stock
held in the rabbi trusts is classified in stockholders’ equity
and accounted for in a manner similar to treasury stock.
Therefore, the shares Legg Mason has issued to its rabbi
trusts and the corresponding liability related to the deferred
compensation plans are presented as components of
stockholders’ equity as Employee stock trust and Deferred
compensation employee stock trust, respectively. Shares
held by the trusts at March 31, 2012, 2011 and 2010, were
690, 706 and 653, respectively.
As part of the Company’s streamlining initiative, as further
discussed in Note 16, the employment of certain recipi-
ents of stock option and restricted stock awards has been
terminated. The termination benefits extended to these
employees included accelerated vesting of any portion of
their equity incentive awards that would not have vested
by January 1, 2012, under the original terms of the awards.
During fiscal 2011, the portion of the awards subject to
accelerated vesting was revalued and was expensed over
the new vesting period, the impact of which is included
above. Also in connection with the restructuring initiative,
the departure of an executive officer in December 2010,
resulted in the accelerated vesting of a portion of cer-
tain equity incentive awards, the impact of which is also
included above.
13. EARNINGS PER SHARE
Basic EPS is calculated by dividing Net income attributable
to Legg Mason, Inc. by the weighted-average number of
shares outstanding. The calculation of weighted-average
shares includes common shares, shares exchangeable into
common stock and unvested restricted shares deemed to
be participating securities. Diluted EPS is similar to basic
EPS, but adjusts for the effect of potentially issuable com-
mon shares, except when inclusion is antidilutive.
During fiscal 2012, Legg Mason purchased and retired
13,597 shares of its common stock for $400,266, through
open market purchases. During fiscal 2011, Legg Mason
purchased and retired 14,552 shares of its common stock
for $445,465, through ASR agreements and open market
purchases. These repurchases reduced weighted-average
shares outstanding by 9,716 and 9,088 shares for the years
ended March 31, 2012 and 2011, respectively.
In June 2011, Legg Mason issued 1,830 shares of com-
mon stock upon the exercise of purchase contracts on the
remaining Equity Units. Of these shares, 1,380 shares are
included in weighted-average shares outstanding for the
year ended March 31, 2012.
In August 2009, Legg Mason issued 18,596 shares of com-
mon stock through the Equity Units tender offer. Of these
shares, 11,565 shares are included in the weighted-average
shares outstanding for the year ended March 31, 2010.
The following table presents the computations of basic and diluted EPS:
Weighted-average basic shares outstanding
Potential common shares:
Employee stock options
Shares related to deferred compensation
Shares issuable upon payment of contingent consideration
Weighted-average diluted shares
Net income
Less: Net income (loss) attributable to noncontrolling interests
Years Ended March 31,
2012
2011
143,292
155,321
2010
153,715
57
—
—
163
—
—
143,349
155,484
$231,031
$245,763
10,214
(8,160)
56
455
1,136
155,362
$210,980
6,623
Net income attributable to Legg Mason, Inc.
$220,817
$253,923
$204,357
Net income per Share attributable to Legg Mason, Inc. common shareholders
Basic
Diluted
$ 1.54
$ 1.54
$ 1.63
$ 1.63
$ 1.33
$ 1.32
The diluted EPS calculations for the years ended March 31,
2012, 2011 and 2010, exclude any potential common shares
issuable under the convertible 2.5% senior notes, and for the
years ended March 31, 2011 and 2010, exclude any potential
common shares issuable under the convertible Equity Units,
because the market price of Legg Mason common stock
had not exceeded the price at which conversion under either
instrument would be dilutive using the treasury stock method.
88 LEGG MASON 2012 ANNUAL REPORT
Options to purchase 5,239, 5,204, and 5,130 shares for
the fiscal years ended March 31, 2012, 2011 and 2010,
respectively, were not included in the computation of
diluted earnings per share because the presumed proceeds
from exercising such options, including related income tax
benefits, exceed the average price of the common shares
for the fiscal year and therefore the options are deemed
antidilutive. Also at March 31, 2012, 2011 and 2010, war-
rants issued in connection with the convertible note hedge
transactions described in Note 7 are excluded from the
calculation of diluted earnings per share because the effect
would be antidilutive.
14. ACCUMULATED OTHER
COMPREHENSIVE INCOME
Accumulated other comprehensive income includes cumu-
lative foreign currency translation adjustments and net of
tax, gains and losses on investment securities. The change
in the accumulated translation adjustments for fiscal 2012
and 2011, primarily resulted from the impact of changes in
the Brazilian real, the Polish zloty, the Australian dollar, the
Japanese yen, the British pound, and the Singapore dol-
lar in relation to the U.S. dollar on the net assets of Legg
Mason’s subsidiaries in Brazil, Poland, Australia, Japan,
the United Kingdom, and Singapore, for which the real,
the zloty, the Australian dollar, the yen, the pound, and the
Singapore dollar are the functional currencies, respectively.
A summary of Legg Mason’s accumulated other comprehensive income as of March 31, 2012 and 2011, is as follows:
Foreign currency translation adjustment
Unrealized gains on investment securities, net of tax provision of $179 and $39, respectively
Total
2012
$71,204
268
$71,472
2011
$93,302
59
$93,361
15. DERIVATIVES AND HEDGING
The disclosures below detail Legg Mason’s derivatives and
hedging excluding the derivatives and hedging of CIVs.
See Note 18, Variable Interest Entities and Consolidation of
Investment Vehicles, for information related to the deriva-
tives and hedging of CIVs.
Legg Mason uses currency forwards to economically hedge
the risk of movements in exchange rates, primarily between
the U.S. dollar, euro, Canadian dollar, Japanese yen, Singapore
dollar, Brazilian real, British pound, and Australian dollar. In the
Consolidated Balance Sheets, Legg Mason nets the fair value
of certain foreign currency forwards executed with the same
counterparty where Legg Mason has both the legal right and
intent to settle the contracts on a net basis.
Legg Mason also uses market hedges on certain seed capital
investments by entering into futures contracts to sell index
funds that benchmark the hedged seed capital investments.
Open futures contracts required cash collateral of $1,919 and
$7,099 as of March 31, 2012 and 2011, respectively.
The following table presents the fair values as of March 31, 2012 and 2011, of derivative instruments not designated for
accounting purposes as hedging instruments, classified as Other assets and Other liabilities:
Currency forward contracts
Futures contracts
Total
2012
2011
Assets
Liabilities
$38
46
$84
$685
201
$886
Assets
$1,112
57
$1,169
Liabilities
$1,633
1,487
$3,120
LEGG MASON 2012 ANNUAL REPORT 89
The following table presents gains (losses) recognized on derivative instruments for the years ended March 31, 2012 and 2011:
Income Statement Classification
Gains
Losses
Gains
Losses
2012
2011
Currency forward contracts for:
Operating activities
Other expense
Seed capital investments
Other non-operating income (expense)
Futures contracts
Total
Other non-operating income (expense)
$ 5,604
$(3,159)
$4,943
$ (6,094)
431
(351)
5,684
(4,560)
123
1,652
(355)
(7,146)
$11,719
$(8,070)
$6,718
$(13,595)
16. RESTRUCTURING
In May 2010, Legg Mason announced a plan to stream-
line its business model to drive increased profitability
and growth that primarily involved transitioning certain
shared services to its investment affiliates which are
closer to actual client relationships. This plan involved
headcount reductions in operations, technology, and
other administrative areas, which were partially offset
by headcount increases at the affiliates, and enabled
Legg Mason to eliminate a portion of its corporate office
space that was primarily dedicated to operations and
technology employees. The initiative was complete as
of March 31, 2012.
This initiative involved transition-related costs, primarily
comprised of charges for employee termination benefits and
retention incentives during the transition period, recorded
in Transition-related compensation in the Consolidated
Statements of Income. The transition-related costs also
involved other costs, including charges for consolidating
leased office space, early contract terminations, asset dispos-
als, and professional fees, recorded in the appropriate operat-
ing expense classifications. Total transition-related costs were
$127,500 through March 31, 2012. Charges for transition-
related costs were $73,066 and $54,434 for the years ended
March 31, 2012 and 2011, respectively, which primarily repre-
sent costs for severance and retention incentives.
The table below presents a summary of changes in the transition-related liability from the initiation of the restructuring plan
through March 31, 2012, including non-cash charges, such as asset write-offs and stock-based compensation expense, and
cumulative charges incurred to date:
Balance as of March 31, 2010
Accrued charges
Payments
Balance as of March 31, 2011
Accrued charges
Payments
Balance as of March 31, 2012
Non-cash charges(2)
Year ended March 31, 2011
Year ended March 31, 2012
Total
Cumulative charges incurred as of March 31, 2012
Severance
and retention
incentives
$ —
35,487
(12,276)
23,211
29,096
(51,140)
$ 1,167
$ 9,561
5,542
$ 15,103
$ 79,686
Other
$ —
6,160
(325)
5,835
25,916(1)
(16,121)
$ 15,630
$ 3,226
12,512
$ 15,738
$ 47,814
Total
$ —
41,647
(12,601)
29,046
55,012
(67,261)
$ 16,797
$ 12,787
18,054
$ 30,841
$127,500
(1) Includes lease loss accruals of $17,983 for space permanently abandoned.
(2) Includes stock-based compensation expense, fixed asset accelerated depreciation related to space permanently abandoned, and accelerated depreciation
for internally-developed software that will no longer be utilized as a result of the initiative.
17. BUSINESS SEGMENT INFORMATION
Legg Mason is a global asset management company that
provides investment management and related services to a
wide array of clients. Due to a realignment of its executive
management team, beginning in fiscal 2012, the previous
separation of the Americas and International divisions has
90 LEGG MASON 2012 ANNUAL REPORT
been eliminated and the company operates in one report-
able business segment, Global Asset Management. Global
Asset Management provides investment advisory services
to institutional and individual clients and to company-spon-
sored investment funds. The primary sources of revenue
in Global Asset Management are investment advisory,
distribution and administrative fees, which typically are cal-
culated as a percentage of the AUM and vary based upon
factors such as the type of underlying investment product
and the type of services that are provided. In addition,
performance fees may be earned under certain investment
advisory contracts for exceeding performance benchmarks.
Revenues by geographic location are primarily based on the
geographic location of the advisor or the domicile of fund
families managed by Legg Mason.
The table below reflects our revenues and long-lived assets by geographic region (in thousands) as of March 31:
OPERATING REVENUES
United States
United Kingdom
Other International
Total
INTANGIBLE ASSETS, NET AND GOODWILL
United States
United Kingdom
Other International
Total
2012
2011
2010
$1,806,990
$1,919,680
$1,866,909
448,863
406,721
512,313
352,324
478,510
289,460
$2,662,574
$2,784,317
$2,634,879
$3,548,628
1,108,297
474,986
$5,131,911
$3,565,019
$3,590,283
1,136,386
487,022
1,139,065
488,170
$5,188,427
$5,217,518
18. VARIABLE INTEREST ENTITIES AND
CONSOLIDATION OF INVESTMENT VEHICLES
Legg Mason is the investment manager for CDOs/CLOs
that are considered VIEs under revised accounting guid-
ance, since investors in these structures lack unilateral
decision making authority. These investment vehicles
were created for the sole purpose of issuing collateral-
ized instruments that offer investors the opportunity for
returns that vary with the risk level of their investment.
Legg Mason’s management fee structure for these invest-
ment vehicles typically includes a senior management fee,
and may also include subordinated and incentive manage-
ment fees. Legg Mason holds no equity interest in any of
these investment vehicles and did not transfer or sell any
assets to any of these investment vehicles. In accordance
with the methodology described in Note 1 above, Legg
Mason concluded that it had a variable interest in only
two of these investment vehicles, which are CLOs, and is
the primary beneficiary of one of the two CLOs, because
although Legg Mason holds no equity interest in either of
these investment vehicles, it had both the power to control
and had a significant variable interest in one CLO because
of its expected subordinated fees. As of March 31, 2012
and 2011, the balances related to this CLO were consoli-
dated on the Company’s consolidated financial statements.
The collateral assets of this VIE are primarily comprised
of investments in corporate loans, and to a lesser extent,
bonds. The assets of the CLO cannot be used by Legg
Mason and gains and losses related to these assets have
no impact on Net Income Attributable to Legg Mason, Inc.
The liabilities of this VIE are primarily comprised of debt
and the CLO’s debt holders have no recourse to the gen-
eral credit or assets of Legg Mason.
In addition, Legg Mason was the primary beneficiary of
one sponsored investment fund VIE, and also held a con-
trolling financial interest in one sponsored investment fund
VRE, both of which were consolidated as of March 31,
2012, 2011 and 2010. Effective December 31, 2011, a con-
trolling financial interest of $20,814 in a second sponsored
investment fund VRE, which was consolidated as of March 31,
2011, by Legg Mason, was redeemed. Accordingly, the
fund was deconsolidated by Legg Mason and the fund’s
balance sheet amounts have been excluded from Legg
Mason’s consolidated balance sheet as of March 31, 2012,
but income statement and cash flow amounts for the fund
have been included in Legg Mason’s consolidated income
and cash flow statements for the year ended March 31,
2012. Legg Mason’s investment in CIVs as of March 31,
2012 and 2011, was $38,919 and $53,708, respectively,
which represents its maximum risk of loss, excluding
uncollected advisory fees. The assets of these CIVs are
primarily comprised of investment securities. Investors and
creditors of these CIVs have no recourse to the general
credit or assets of Legg Mason beyond its investment in
these funds.
LEGG MASON 2012 ANNUAL REPORT 91
The following tables reflect the impact of CIVs on the Consolidated Balance Sheets as of March 31, 2012 and 2011, respec-
tively, and the Consolidated Statements of Income for the years ended March 31, 2012, 2011 and 2010, respectively:
Consolidating Balance Sheets
Current assets
Non-current assets
Total assets
Current liabilities
Long-term debt of CIVs
Other non-current liabilities
Total liabilities
Redeemable non-controlling interests
Total stockholders’ equity
Total liabilities and equity
Current assets
Non-current assets
Total assets
Current liabilities
Long-term debt of CIVs
Other non-current liabilities
Total liabilities
Redeemable non-controlling interests
Total stockholders’ equity
Total liabilities and equity
Balance Before
Consolidation
of CIVs
$2,439,162
5,801,680
$8,240,842
$ 971,804
—
1,603,064
2,574,868
996
5,664,978
$8,240,842
Balance Before
Consolidation
of CIVs
$2,378,226
5,946,737
$8,324,963
$ 914,803
—
1,649,815
2,564,618
976
5,759,369
$8,324,963
March 31, 2012
CIVs
$ 58,040
296,273
$354,313
$ 4,467
271,707
3,872
280,046
—
74,267
$354,313
Eliminations
$(39,408)
—
$(39,408)
$ (489)
—
—
(489)
23,035
(61,954)
$(39,408)
March 31, 2011
CIVs
$122,963
314,463
$437,426
$ 55,094
278,320
3,553
336,967
—
100,459
$437,426
Eliminations
$(54,633)
—
$(54,633)
$ (925)
—
—
(925)
35,736
(89,444)
$(54,633)
As
Reported
$2,457,794
6,097,953
$8,555,747
$ 975,782
271,707
1,606,936
2,854,425
24,031
5,677,291
$8,555,747
As
Reported
$2,446,556
6,261,200
$8,707,756
$ 968,972
278,320
1,653,368
2,900,660
36,712
5,770,384
$8,707,756
92 LEGG MASON 2012 ANNUAL REPORT
Consolidating Statements of Income
Total operating revenues
Total operating expenses
Operating income (loss)
Total other non-operating income (expense)
Income (loss) before income tax provision
Income tax provision
Net income (loss)
Less: Net income (loss) attributable to noncontrolling interests
Fiscal Year Ended March 31, 2012
Balance Before
Consolidation
of CIVs
$2,665,668
2,323,213
342,455
(49,236)
293,219
72,052
221,167
350
CIVs
$ —
3,709
(3,709)
18,336
14,627
—
14,627
—
Eliminations
As
Reported
$ (3,094)
$2,662,574
(3,101)
2,323,821
7
(4,770)
(4,763)
—
(4,763)
9,864
338,753
(35,670)
303,083
72,052
231,031
10,214
Net income (loss) attributable to Legg Mason, Inc.
$ 220,817
$14,627
$(14,627)
$ 220,817
Total operating revenues
Total operating expenses
Operating income (loss)
Total other non-operating income (expense)
Income (loss) before income tax provision
Income tax provision
Net income (loss)
Less: Net income (loss) attributable to noncontrolling interests
Fiscal Year Ended March 31, 2011
Balance Before
Consolidation
of CIVs
$2,788,450
2,396,938
391,512
(17,931)
373,581
119,434
254,147
224
CIVs
$ —
4,704
(4,704)
1,704
(3,000)
—
(3,000)
—
Eliminations
$(4,133)
(4,133)
—
(5,384)
(5,384)
—
(5,384)
(8,384)
As
Reported
$2,784,317
2,397,509
386,808
(21,611)
365,197
119,434
245,763
(8,160)
Net income (loss) attributable to Legg Mason, Inc.
$ 253,923
$(3,000)
$ 3,000
$ 253,923
Total operating revenues
Total operating expenses
Operating income (loss)
Total other non-operating income (expense)
Income (loss) before income tax provision
Income tax provision
Net income (loss)
Less: Net income (loss) attributable to noncontrolling interests
Fiscal Year Ended March 31, 2010
Balance Before
Consolidation
of CIVs
$2,637,658
2,314,376
323,282
(47)
323,235
118,676
204,559
202
CIVs
$ —
2,263
(2,263)
17,329
15,066
—
15,066
—
Eliminations
As
Reported
$ (2,779)
$2,634,879
(2,943)
164
(8,809)
(8,645)
—
(8,645)
6,421
2,313,696
321,183
8,473
329,656
118,676
210,980
6,623
Net income (loss) attributable to Legg Mason, Inc.
$ 204,357
$15,066
$(15,066)
$ 204,357
Other non-operating income (expense) includes interest income, interest expense and net gains (losses) on investments
and long-term debt determined on an accrual basis.
The consolidation of CIVs has no impact on Net Income Attributable to Legg Mason, Inc.
LEGG MASON 2012 ANNUAL REPORT 93
The fair value of the financial assets and (liabilities) of CIVs were determined using the following categories of inputs (as
defined in Note 1) as of March 31, 2012:
ASSETS:
Trading investments:
Hedge funds
Investments:
CLO loans
CLO bonds
Private equity funds
Total investments
LIABILITIES:
CLO debt
Derivative liabilities
Quoted prices
in active
markets
(Level 1)
Significant
other observable
inputs
(Level 2)
Significant
unobservable
inputs
(Level 3)
Value as of
March 31,
2012
$1,016
$ 6,443
$ 24,116
$ 31,575
—
—
—
—
$1,016
260,690
9,092
—
269,782
$276,225
—
—
25,071
25,071
260,690
9,092
25,071
294,853
$ 49,187
$ 326,428
$ —
$ —
$(271,707)
$(271,707)
—
(3,872)
—
(3,872)
$ —
$ (3,872)
$(271,707)
$(275,579)
Except for the CLO debt, substantially all of the above financial instruments where valuation methods rely on other than
observable market inputs as a significant input utilize the NAV practical expedient, such that measurement uncertainty has
little relevance. The following table provides a summary of qualitative information relating to the valuation of CLO debt.
Value as of March 31, 2012
Valuation technique
Unobservable input
Range (weighted average)
$(271,707)
Discounted cash flow
Discount rate
Default rate
1.7%–24.5% (3.8%)
2.5%–4.0% (3.4%)
Constant prepayment rate
15.0%
Significant increases (decreases) in any of these inputs in isolation would result in a significantly lower (higher) fair value
measurement. Generally, both the constant rate of prepayment and default rate are driven by market conditions related to
interest rates, credit ratings, and other factors. Each of the inputs noted could move independently depending on specific
market conditions, making it possible for varying market conditions to drive changes in these inputs with a positive, nega-
tive, or zero correlation.
94 LEGG MASON 2012 ANNUAL REPORT
The fair value of the financial assets and (liabilities) of CIVs were determined using the following categories of inputs (as
defined in Note 1) as of March 31, 2011:
ASSETS:
Trading investments:
Hedge funds
Government and corporate securities
Repurchase agreements
Total trading investment securities
Investments:
CLO loans
CLO bonds
Private equity funds
Total investments
Derivative assets
LIABILITIES:
CLO debt
Reverse repurchase agreements
Derivative liabilities
Quoted prices
in active
markets
(Level 1)
Significant
other observable
inputs
(Level 2)
Significant
unobservable
inputs
(Level 3)
Value as of
March 31,
2011
$ —
$ 14,087
$ 34,272
$ 48,359
—
—
—
—
—
—
—
125
$ 125
$ —
—
(128)
$(128)
22,139
12,331
48,557
275,948
18,813
—
294,761
45
—
—
34,272
—
—
17,879
17,879
—
22,139
12,331
82,829
275,948
18,813
17,879
312,640
170
$343,363
$ 52,151
$ 395,639
$ —
$(278,320)
$(278,320)
(18,310)
(14,169)
—
—
(18,310)
(14,297)
$ (32,479)
$(278,320)
$(310,927)
LEGG MASON 2012 ANNUAL REPORT 95
In accordance with new accounting guidance adopted during fiscal 2012, the changes in assets and (liabilities) of CIVs
measured at fair value using significant unobservable inputs (Level 3) for the year ended March 31, 2012 are now pre-
sented on a gross basis in the table below:
ASSETS:
Hedge funds
Value as of
March 31,
2011
Purchases
Sales
Transfers In
Realized and
unrealized
gains/
(losses), net
Value as of
March 31,
2012
Transfers
Out
$ 34,272
$17,018
$(32,058)
$3,302
$(3,316)
$ 4,898
$ 24,116
Private equity funds
17,879
4,889
(762)
—
—
3,065
25,071
$ 52,151
$21,907
$(32,820)
$3,302
$(3,316)
$ 7,963
$ 49,187
LIABILITIES:
CLO debt
Total realized and unrealized gains
(losses), net
ASSETS:
Hedge funds
Private equity funds
LIABILITIES:
CLO debt
$(278,320)
$ —
$ —
$ —
$ —
$ 6,613
$(271,707)
$14,576
Value as of
March 31,
2010
Purchases,
sales,
issuances and
settlements, net
Transfers(1)
Realized and
unrealized
gains/
(losses), net
Value as of
March 31,
2011
$12,374
13,692
$26,066
$ 8,340
4,906
$13,246
$ 5,862
$ 7,696
$ 34,272
—
(719)
17,879
$ 5,862
$ 6,977
$ 52,151
$ —
$ —
$(249,668)
$(28,652)
$(278,320)
Total realized and unrealized gains (losses), net
$(21,675)
(1) Transfers into Level 3 for the year ended March 31, 2011, primarily represent assets and liabilities recorded upon the initial consolidation of investment vehicles.
Realized and unrealized gains and losses recorded for Level 3
assets and liabilities of CIVs are included in Other non-operating
income (expense) of CIVs on the Consolidated Statements of
Income. Total unrealized gains (losses) for Level 3 investments
and liabilities of CIVs relating only to those assets and liabilities
still held at the reporting date were $7,297 and $(21,668) for
the fiscal year ended March 31, 2012 and 2011, respectively.
There were no significant transfers between Levels 1 and 2
during either of the years ended March 31, 2012 or 2011.
The NAV values used as a practical expedient by CIVs have been provided by the investees and have been derived from the fair
values of the underlying investments as of the reporting date. The following table summarizes, as of March 31, 2012, the nature
of these investments and any related liquidation restrictions or other factors which may impact the ultimate value realized.
Category of Investment
Investment Strategy
Fair Value
Determined
Using NAV
Unfunded
Commitments
Remaining
Term
Hedge funds
Global, fixed income, macro, long/short equity, systematic,
$31,575(1)
n/a
n/a
emerging market, U.S. and European hedge
Private equity funds
Long/short equity
Total
25,071(2)
$56,646
$7,444
$7,444
7 years
n/a—not applicable
(1) 5% daily redemption; 6% monthly redemption; 5% quarterly redemption; and 84% subject to three to five year lock-up or side pocket provisions.
(2) Liquidations are expected over the remaining term.
There are no current plans to sell any of these investments.
96 LEGG MASON 2012 ANNUAL REPORT
Legg Mason has elected the fair value option for certain
eligible assets and liabilities, including corporate loans and
debt, of the consolidated CLO. Management believes that
the use of the fair value option eliminates certain timing
differences and better matches the changes in fair value of
assets and liabilities related to the CLO.
The following table presents the fair value and unpaid principal balance of CLO loans, bonds and debt carried at fair value
under the fair value option as of March 31, 2012 and 2011:
CLO loans and bonds
Unpaid principal balance
Unpaid principal balance in excess of fair value
Fair value
Unpaid principal balance of loans that are more than 90 days past due
and also in nonaccrual status
Unpaid principal balance in excess of fair value for loans that are more
than 90 days past due and also in nonaccrual status
Fair value of loans more than 90 days past due and in nonaccrual status
CLO debt
Principal amounts outstanding
Excess unpaid principal over fair value
Fair value
March 31, 2012 March 31, 2011
$277,156
(7,374)
$269,782
$299,044
(4,283)
$294,761
$ 2,963
$ 4,963
(1,023)
$ 1,940
$300,959
(29,252)
$271,707
(2,837)
$ 2,126
$300,959
(22,639)
$278,320
During the years ended March 31, 2012 and 2011, total net
gains (losses) of $2,054 and $(14,686), respectively, were
recognized in Other non-operating income of CIVs in the
Consolidated Statements of Income related to assets and
liabilities for which the fair value option was elected. For
CLO loans and CLO debt measured at fair value, substan-
tially all of the estimated gains and losses included in earn-
ings for the fiscal year ended March 31, 2012, were attrib-
utable to instrument specific credit risk, as overall credit
spreads widened and the general credit curve steepened.
The CLO debt bears interest at variable rates based on
LIBOR plus a pre-defined spread, which ranges from 25
basis points to 400 basis points. All outstanding debt
matures on July 15, 2018.
Total derivative liabilities of CIVs of $3,872 as of March
31, 2012, and total derivative assets and liabilities of CIVs
of $170 and $14,297, respectively, as of March 31, 2011,
are primarily recorded in Other liabilities of CIVs. Gains
and (losses) of $54,603 and $(47,697), respectively, for
the fiscal year ended March 31, 2012, related to derivative
assets and liabilities of CIVs are included in Other non-oper-
ating income of CIVs. Gains and (losses) of $15,364 and
$(18,022), respectively, for the fiscal year ended March 31,
2011, related to derivative assets and liabilities of CIVs are
included in Other non-operating income (expense) of CIVs.
There is no risk to Legg Mason in relation to the derivative
assets and liabilities of the CIVs in excess of its investment
in the funds, if any.
LEGG MASON 2012 ANNUAL REPORT 97
As of March 31, 2012 and 2011, for VIEs in which Legg Mason holds a significant variable interest or is the sponsor and
holds a variable interest, but for which it was not the primary beneficiary, Legg Mason’s carrying value, the related VIE
assets and liabilities and maximum risk of loss were as follows:
CLO
Public-Private Investment Program
Other sponsored investment funds
Total
CLO
Public-Private Investment Program
Other sponsored investment funds
Total
As of March 31, 2012
VIE Assets Not
Consolidated
VIE Liabilities
Not Consolidated
$ 390,861
$362,861
674,520
17,296,521
3,213
20,544
$18,361,902
$386,618
Equity
Interests on the
Consolidated
Balance Sheet
Maximum Risk
of Loss(1)
$ —
282
54,161
$54,443
$ 442
282
93,521
$94,245
As of March 31, 2011
VIE Assets Not
Consolidated
VIE Liabilities
Not Consolidated
$ 382,692
$354,692
692,488
20,241,752
2,002
16,771
$21,316,932
$373,465
Equity
Interests on the
Consolidated
Balance Sheet
Maximum Risk
of Loss(1)
$ —
290
83,480
$83,770
$ 196
290
121,899
$122,385
(1) Includes equity investments the Company has made or is required to make and any earned but uncollected management fees.
The assets of these VIEs are primarily comprised of cash and
cash equivalents and investment securities, and the liabilities
are primarily comprised of debt and various expense accruals.
19. LIQUIDITY FUND SUPPORT
Due to stress in the liquidity markets in prior years, certain
asset backed securities previously held by liquidity funds
that a Legg Mason subsidiary manages were in default or
had been restructured after a default. Although the com-
pany was not required to provide support to the funds, Legg
Mason elected to do so to maintain the confidence of its cli-
ents, maintain its reputation in the marketplace, and in cer-
tain cases, support the AAA/Aaa credit ratings of funds. If
clients were to lose confidence in the company, they could
potentially withdraw funds in favor of investments offered
by competitors, resulting in a reduction in Legg Mason’s
AUM and investment advisory and other fees.
As of March 31, 2010, all previously existing support
arrangements had expired or were terminated in accor-
dance with their terms. For the year ended March 31, 2010,
Legg Mason recognized pre-tax gains of $23,171 ($16,565
net of income taxes), which represents the reversal of
unrealized, non-cash losses recorded in fiscal 2009 related
to four CSAs to support investments in non-asset backed
securities. This amount also includes pre-tax gains on for-
eign exchange forward contracts of $1,484 and an interest
payment of $1,056 received related to SIV securities that
were sold in fiscal 2009.
All gains and losses, including interest payments and those
related to foreign exchange forward contracts, are included
in Fund support in Other non-operating income (expense)
on the Consolidated Statements of Income.
98 LEGG MASON 2012 ANNUAL REPORT
20. SUBSEQUENT EVENTS
In May 2012, Legg Mason's board of directors approved
a new capital plan that includes refinancing the Notes,
as defined in Note 7 (the 2.5% convertible senior notes).
The refinancing was effected through the issuance of
$650,000 of 5.5% senior notes due May 2019, the net
proceeds of which, together with cash on hand and
$250,000 of borrowings under the existing revolving
credit facility, were used to repurchase all $1,250,000
of the Notes. The terms of the repurchase include the
repayment of the Notes at par plus accrued interest, a
prepayment fee of $6,250, and the issuance of warrants
(the "Warrants") to the holders of the Notes that repli-
cate and extend the contingent conversion feature of the
Notes. The Warrants provide for the purchase of 14,205
shares of Legg Mason's common stock at $88 per share,
subject to customary anti-dilution adjustments, and will
expire in July 2017. Extinguishment of the Notes results
in an approximate $69,000 pre-tax non-operating charge,
including approximately $8,000 of charges deferred from
the initial issuance of the Notes. The hedge transactions
(Purchased Call Options and warrants) executed in
conjunction with the initial issuance of the Notes were
also extinguished.
As part of the new capital plan, Legg Mason's board of
directors has authorized $1,000,000 for additional pur-
chases of Legg Mason common stock and the acceleration
of the purchase of the remaining approximate $155,000 of
Legg Mason common stock previously authorized into the
first quarter of fiscal 2013. The new capital plan authorizes
using up to 65% of cash generated from future operations,
beginning with fiscal 2013, to purchase shares of Legg
Mason common stock.
LEGG MASON 2012 ANNUAL REPORT 99
Quarterly Financial Data
(Dollars in thousands, except per share amounts)
(Unaudited)
Fiscal 2012(1)
Operating Revenues
Operating Expenses
Operating Income
Other Non-Operating Income (Expense)
Income before Income Tax Provision (Benefit)
Income tax provision (benefit)
Net Income
Less: Net income attributable to noncontrolling interests
Quarter Ended
Mar. 31
$648,591
576,379
72,212
37,781
109,993
33,184
76,809
740
Dec. 31
$626,978
567,655
59,323
(11,575)
47,748
12,607
35,141
7,009
Sept. 30
$669,897
563,045
106,852
(51,075)
55,777
(1,606)
57,383
719
June 30
$717,108
616,742
100,366
(10,801)
89,565
27,867
61,698
1,746
Net Income attributable to Legg Mason, Inc.
$ 76,069
$ 28,132
$ 56,664
$ 59,952
Net Income per Share attributable to Legg Mason, Inc.
common shareholders:
Basic
Diluted
Cash dividend per share
Stock price range:
High
Low
Assets Under Management:
End of period
Average
$ 0.54
$ 0.20
$ 0.39
$ 0.40
0.54
0.08
29.49
23.75
0.20
0.08
29.56
22.61
0.39
0.08
34.32
24.11
0.40
0.08
37.82
30.86
$643,318
634,916
$626,960
622,004
$611,794
643,296
$662,533
670,761
(1) Due to rounding of quarterly results, total amounts for fiscal year may differ immaterially from the annual results.
As of May 22, 2012, the closing price of Legg Mason’s common stock was $24.39.
Fiscal 2011(1)
Operating Revenues
Operating Expenses
Operating Income
Other Non-Operating Income (Expense)
Income before Income Tax Provision
Income tax provision
Net Income
Less: Net income (loss) attributable to noncontrolling interests
Quarter Ended
Mar. 31
$713,430
614,290
99,140
3,486
102,626
31,858
70,768
1,731
Dec. 31
$721,928
624,936
96,992
(9,836)
87,156
33,792
53,364
(8,256)
Sept. 30
$674,794
586,895
87,899
15,409
103,308
26,720
76,588
1,253
June 30
$674,165
571,388
102,777
(30,670)
72,107
27,064
45,043
(2,888)
Net Income attributable to Legg Mason, Inc.
$ 69,037
$ 61,620
$ 75,335
$ 47,931
Net Income per Share attributable to Legg Mason, Inc.
common shareholders:
Basic
Diluted
Cash dividend per share
Stock price range:
High
Low
Assets Under Management:
End of period
Average
$ 0.45
$ 0.41
$ 0.50
$ 0.30
0.45
0.06
37.29
32.21
0.41
0.06
37.72
29.68
0.50
0.04
31.04
24.94
0.30
0.04
34.83
27.36
$677,646
673,495
$671,799
672,399
$673,467
658,585
$645,362
668,268
(1) Due to rounding of quarterly results, total amounts for fiscal year may differ immaterially from the annual results.
100 LEGG MASON 2012 ANNUAL REPORT
Our commitment to the
global communities in
which we live and work
Legg Mason believes that we have a duty to act
responsibly and take pride in the world we live in. We are
committed to sustainability, we support philanthropic
and community initiatives and we value diversity and
inclusion in our perspectives and our workforce. As
proud members of the Baltimore community, where
we are headquartered, and through our global offices,
we support a diverse network of projects including
scholarship sponsorship, mentoring programs and Days
of Caring. Legg Mason has a long history of supporting
local and global community efforts philanthropically
through the Legg Mason Charitable Foundation. Our
employees are actively engaged in our philanthropic and
community outreach efforts and our perspective focuses
on our efforts over the long term. More than ever, we are
committed to serving our global communities.
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