BALTIMORE, April 26, 2017 /PRNewswire/ -- Legg Mason, Inc. (NYSE: LM) today reported its operating results for the fourth fiscal quarter ended March 31, 2017. The Company reported net income(1) of $75.9 million, or $0.76 per diluted share, as compared to net income of $51.4 million, or $0.50 per diluted share, in the previous quarter, and a net loss of $45.3 million, or $0.43 per diluted share, in the fourth quarter of fiscal 2016. The current quarter's results included discrete tax credits of $15.4 million, or $0.15 per diluted share, and a non-cash charge related to a Royce management equity plan ("MEP") grant of $4.6 million, or $0.03 per diluted share. The current quarter also included acquisition and transition-related charges of $2.1 million, or $0.01 per diluted share, compared to charges of $3.0 million, or $0.02 per diluted share, in the prior quarter. In addition, the current quarter included $4.7 million, or $0.03 per diluted share, from gains on sales of non-strategic managers. The prior quarter's results included non-cash impairment charges of $35.0 million, or $0.25 per diluted share, and a credit of $14.5 million, or $0.10 per diluted share, related to contingent consideration fair value adjustments. The prior year quarter included a $55.9 million, or $0.53 per diluted share tax charge, which reflected the reversal of the fiscal third quarter of 2016's credit related to impairment charges and other tax rate annualization impacts. The prior year quarter also included acquisition and transition-related costs of $49.1 million, or $0.29 per diluted share, and a non-cash charge related to the Royce MEP grant of $21.4 million, or $0.13 per diluted share. For the current quarter, operating revenues were $723.1 million, up 1% from $715.2 million in the prior quarter, and up 17% compared to $619.6 million in the fourth quarter of fiscal 2016. Operating expenses were $613.2 million, up 2% from $604.1 million in the prior quarter, and up 5% from $585.6 million in the fourth quarter of fiscal 2016.



                                                                            Quarters Ended                               Fiscal Years Ended

    Financial Results                                         Mar                Dec             Mar             Mar                      Mar

    (Amounts in millions, except per share amounts)             2017                2016             2016             2017                    2016
                                                                ----                ----             ----             ----                    ----

    Operating Revenues                                               $723.1                               $715.2                                   $619.6          $2,886.9 $2,660.8

    Operating Expenses                                         613.2                       604.1                    585.6                          2,464.7 2,610.0

    Operating Income                                           109.9                       111.2                     33.9                            422.2    50.8

    Net Income (Loss)(1)                                        75.9                        51.4                   (45.3)                           227.3  (25.0)

    Net Income (Loss) Per Share - Diluted(1)                    0.76                        0.50                   (0.43)                            2.18  (0.25)


    Assets Under Management

    (Amounts in billions)

    End of Period Assets Under Management                            $728.4                               $710.4                                   $669.6            $728.4   $669.6

    Average Assets Under Management                            718.9                       716.7                    662.3                            720.2   684.8


    (1)    Net Income (Loss) Attributable to Legg Mason, Inc.

Net Income for fiscal year 2017 was $227.3 million, or $2.18 per diluted share, as compared to a net loss for fiscal year 2016 of $25.0 million or $0.25 per diluted share. Fiscal year 2016 results included non-cash impairment charges of $371.0 million, or $2.76 per diluted share. Operating revenues for fiscal year 2017 were $2.9 billion, up 8% from $2.7 billion in fiscal year 2016. Operating expenses for fiscal year 2017 were $2.5 billion, down 6% compared to fiscal year 2016, but excluding the non-cash impairment charges in both years, operating expenses were up 9%.

Comments on the Fourth Quarter of Fiscal Year 2017 Results

Joseph A. Sullivan, Chairman and CEO of Legg Mason said, "Legg Mason delivered solid results for the quarter, despite volatile markets around the world. For the period, we were pleased to have delivered long-term net inflows led by fixed income at Western and Brandywine and equity inflows at ClearBridge and Martin Currie, which more than offset outflows in alternatives. Gross and net sales in our global retail distribution platform were near all-time highs and underscored continued demand for differentiated active strategies, across multiple vehicles. Finally, we returned significant capital to shareholders, retiring 2.6 million shares in addition to paying our regular dividend.

"As we look back on our fiscal year, we are pleased with the strategic progress we have made in expanding client choice through diversification. Specifically, we successfully completed four transactions that will materially expand the ways in which we can address evolving investor needs. We also made progress with our investment affiliates in better serving clients through greater product and vehicle innovation, while expanding use of technology in alternative distribution channels. In an effort to complement these investments in growth, we continued to return capital to shareholders, most notably with our announcement today that we increased our dividend by 27 percent. We believe this increase better positions Legg Mason among industry peers in terms of investors' ongoing appetite for current yield."

Assets Under Management of $728.4 Billion

Assets Under Management ("AUM") were $728.4 billion at March 31, 2017 compared with $710.4 billion at December 31, 2016, driven by $17.1 billion in positive market performance, $4.0 billion in positive foreign exchange and net inflows of $0.8 billion, partially offset by a $3.9 billion reduction resulting from the sales of LMM and Glouston Partners. AUM was up 9% from $669.6 billion at March 31, 2016.


    --  For the quarter, long-term net inflows of $3.9 billion included fixed
        income inflows of $3.5 billion and equity inflows of $3.1 billion, which
        were partially offset by alternative outflows of $2.7 billion. Liquidity
        outflows were $3.1 billion.
    --  At March 31, 2017, fixed income represented 54% of AUM, while equity
        represented 25%, liquidity represented 12% and alternatives represented
        9%.
    --  By geography, 67% of AUM was from clients domiciled in the United States
        and 33% from non-US domiciled clients.
    --  Average AUM during the quarter was $718.9 billion compared to $716.7
        billion in the prior quarter and $662.3 billion in the fourth quarter of
        fiscal year 2016. Average long-term AUM was $632.7 billion compared to
        $625.8 billion in the prior quarter and $547.6 billion in the fourth
        quarter of fiscal year 2016.

Comparison to the Third Quarter of Fiscal Year 2017

Net income was $75.9 million, or $0.76 per diluted share, compared to net income of $51.4 million, or $0.50 per diluted share, in the third quarter of fiscal year 2017. This quarter's results included discrete tax credits of $15.4 million, or $0.15 per diluted share, as well as gains on the sales of non-strategic managers of $4.7 million, or $0.03 per diluted share. The current quarter also included a non-cash charge of $4.6 million, or $0.03 per diluted share related to the Royce MEP grant. The prior quarter included non-cash impairment charges totaling $35.0 million, or $0.25 per diluted share, as well as contingent consideration credit adjustments of $14.5 million, or $0.10 per diluted share, and a $4.0 million gain, or $0.03 per diluted share, related to the sale of Legg Mason Poland.


    --  Operating revenues of $723.1 million were up 1% compared with $715.2
        million in the prior quarter, as this quarter's results included $8.1
        million of performance fees at Clarion that, per the terms of the
        acquisition, were passed through as compensation, as compared to $2.3
        million of such fees in the prior quarter. In addition, revenues also
        increased due to higher average long-term AUM, which more than offset
        the impact of two fewer days in the quarter.
    --  Operating expenses of $613.2 million were up 2% compared with $604.1
        million in the prior quarter principally due to higher compensation
        related to seasonal factors and the Royce MEP charge of $4.6 million.
        The current quarter included acquisition and transition-related charges
        of $2.1 million, as compared with the prior quarter costs of $3.0
        million. The current quarter also included $2.7 million in severance
        charges and a $6.3 million increase in advertising and professional
        fees. The prior quarter included non-cash impairment charges of $35.0
        million as well as a credit of $14.5 million for contingent
        consideration fair value adjustments. Finally, current quarter expenses
        included a $5.4 million gain in the market value of deferred
        compensation and seed investments, which is recorded as an increase in
        compensation and benefits with an offset in non-operating income,
        compared to a gain of $1.5 million in the prior quarter.
    --  Non-operating expense was $7.1 million, as compared to $20.2 million in
        the prior quarter. Interest expense increased by $1.7 million primarily
        due to a non-cash charge for the revolving credit facility amendment.
        Gains on corporate investments, not offset in compensation, were $7.2
        million compared with gains of $1.3 million last quarter. Both quarters
        included gains on funded deferred compensation and seed investments, as
        described above. The current quarter included gains of $4.7 million on
        the sales of non-strategic managers, while the prior quarter included a
        $4.0 million gain on the sale of Legg Mason Poland. In addition, the
        current quarter included $5.2 million in gains associated with the
        consolidation of sponsored investment vehicles compared to $0.8 million
        in gains in the prior quarter. The consolidation of sponsored investment
        vehicles has no impact on net income as the effects of consolidation are
        fully attributable to noncontrolling interests.
    --  Operating margin was 15.2% compared to 15.5% in the prior quarter.
        Operating margin, as adjusted(2), was 20.6%, as compared to 23.9% with
        the decrease primarily due to seasonal costs.
    --  Net income attributable to noncontrolling interests, excluding
        consolidated investment vehicles, was $11.1 million compared to $13.1
        million in the prior quarter, principally related to Clarion,
        EnTrustPermal, RARE and Royce.

Comparison to the Fourth Quarter of Fiscal Year 2016

Net income was $75.9 million, or $0.76 per diluted share, compared to a net loss of $45.3 million, or $0.43 per diluted share, in the fourth quarter of fiscal year 2016. This quarter's results included discrete tax credits of $15.4 million, or $0.15 per diluted share, as well as gains on the sales of non-strategic managers of $4.7 million, or $0.03 per diluted share. The current quarter also included a non-cash charge of $4.6 million, or $0.03 per diluted share related to the Royce MEP grant as compared with a charge of $21.4 million, or $0.13 per diluted share in the prior year quarter. The current quarter also included acquisition and transition-related costs at EnTrustPermal of $2.1 million, or $0.01 per diluted share as compared with $49.1 million, or $0.29 per diluted share in the prior year quarter. The prior year fourth quarter included a $55.9 million, or $0.53 per diluted share, tax charge which reflected the reversal of fiscal third quarter of 2016's credit related to impairment charges and other tax rate annualization impacts.


    --  Operating revenues of $723.1 million were up 17% compared with $619.6
        million in the fourth quarter of fiscal year 2016, principally due to
        revenues related to the addition of recently-acquired Clarion and
        EnTrust, higher average equity AUM, as well as higher performance fees,
        as this quarter's results included $8.1 million of performance fees at
        Clarion, that per the terms of the acquisition were passed through as
        compensation.
    --  Operating expenses of $613.2 million were up 5% compared with $585.6
        million in the fourth quarter of fiscal year 2016 primarily related to
        the addition of expenses of Clarion and Entrust. The current quarter
        also included a non-cash charge of $4.6 million related to the Royce MEP
        grant as compared with a charge of $21.4 million in the prior year's
        quarter. The current quarter also included acquisition and
        transition-related costs at EnTrustPermal of $2.1 million, as compared
        with $49.1 million in the prior year's quarter. Further, the current
        quarter expenses included a $5.4 million gain in the market value of
        deferred compensation and seed investments, which is recorded as an
        increase in compensation and benefits with an offset in non-operating
        income, compared to a $0.3 million gain in the prior year quarter.

(2) See "Use of Supplemental Non-GAAP Financial Information."


    --  Non-operating expense was $7.1 million, compared to $27.5 million in the
        fourth quarter of fiscal year 2016. Interest expense increased $16.0
        million primarily due to the issuance of additional debt to fund the
        Clarion and EnTrust acquisitions. Gains on corporate investments, not
        offset in compensation, were $7.2 million compared with losses of $4.8
        million in the prior year quarter. The current quarter included gains of
        $4.7 million on the sales of non-strategic managers.
    --  Both quarters included gains on funded deferred compensation and seed
        investments, as described above. In addition, the current quarter also
        included $5.2 million in gains associated with the consolidation of
        sponsored investment vehicles, as compared to $9.5 million in losses in
        the prior year quarter. The consolidation of sponsored investment
        vehicles has no impact on net income as the effects of consolidation are
        fully attributable to noncontrolling interests.
    --  Operating margin was 15.2% as compared to 5.5% in the fourth quarter of
        fiscal year 2016 driven by lower acquisition and transition-related
        costs. Operating margin, as adjusted, was 20.6%, as compared to 5.9% in
        the fourth quarter of fiscal year 2016. The increase was principally the
        result of lower acquisition and transition-related costs and lower Royce
        MEP costs in the current quarter.
    --  Net income attributable to noncontrolling interests, excluding
        consolidated investment vehicles, was $11.1 million, principally related
        to Clarion, EnTrustPermal, RARE and Royce, compared to $1.6 million in
        the prior year quarter, related to RARE and Royce.

Comparison to the Full Fiscal Year 2016

Net income was $227.3 million, or $2.18 per diluted share, compared to a net loss of $25.0 million, or $0.25 per diluted share, for fiscal year 2016. The current year's results included non-cash impairment charges totaling $35.0 million, or $0.26 per diluted share as well as contingent consideration credit adjustments of $39.5 million, or $0.36 per diluted share. The current year also included acquisition and transition-related costs and a Royce MEP charge of $79.7 million, or $0.52 per diluted share, compared with $73.3 million, or $0.44 per diluted share, of such costs in the prior year. The prior year included impairment charges of $371.0 million, or $2.76 per diluted share.


    --  Operating revenues of $2.9 billion were up 8% compared with $2.7 billion
        in fiscal year 2016, principally due to the addition of revenues of
        Clarion and EnTrust, as well as higher non-pass through performance
        fees.
    --  Operating expenses of $2.5 billion were down 6% compared with $2.6
        billion in fiscal year 2016. Excluding non-cash impairment charges of
        $35.0 million in the current year and $371.0 million in the prior year,
        operating expenses were up 9% primarily related to the addition of
        expenses of Clarion and Entrust. The current year also included
        acquisition and transition-related costs and a Royce MEP charge of $79.7
        million, compared with $73.3 million of such costs in the prior year.
        The current year also included a credit of $39.5 million for contingent
        consideration fair value adjustments. Further, the current year expenses
        included $14.4 million of gains in the market value of deferred
        compensation and seed investments, which is recorded as an increase in
        compensation and benefits with an offset in non-operating income,
        compared with losses of $1.2 million in the prior year.
    --  Non-operating expense was $51.4 million, compared to $76.0 million in
        fiscal year 2016. Interest expense increased $64.7 million primarily due
        to the issuance of additional debt to fund the Clarion and EnTrust
        acquisitions. Gains on corporate investments, not offset in
        compensation, were $16.3 million compared with losses of $14.6 million
        in the prior year. The current year included $8.7 million in gains on
        the sales of non-strategic managers. The current year included gains on
        funded deferred compensation and seed investments, as compared to losses
        in the prior year, as described above. In addition, the current year
        also included $15.6 million in gains associated with the consolidation
        of sponsored investment vehicles, as compared to $12.9 million in losses
        in the prior year. The consolidation of sponsored investment vehicles
        has no impact on net income as the effects of consolidation are fully
        attributable to noncontrolling interests.
    --  Operating margin was 14.6% as compared to 1.9% in fiscal year 2016
        driven by the non-cash impairment charges in that year. Operating
        margin, as adjusted, was 19.7%, as compared to 18.6% in fiscal year
        2016.
    --  Net income attributable to noncontrolling interests, excluding
        consolidated investment vehicles, was $48.0 million, principally related
        to Clarion, EnTrustPermal, RARE and Royce, compared to $3.2 million
        related to RARE and Royce in the prior fiscal year.

Quarterly Business Developments and Recent Announcements


    --  The ClearBridge Large Cap Growth Fund, the Western Asset Core Bond Fund,
        the QS Global Dividend Fund, the QS International Dividend Fund and the
        EnTrustPermal Alternative Core Fund each won a 2017 Lipper Fund Award
        recognizing mutual funds that have demonstrated consistent, strong
        risk-adjusted returns against their peers.
    --  On January 30, 2017, Legg Mason filed a form N1-A with the Securities &
        Exchange Commission for a fully transparent active ETF product, the
        Clearbridge All Cap Growth ETF.
    --  On March 1, 2017, Legg Mason filed forms N1-A with the Securities &
        Exchange Commission for two fully transparent active ETF products, the
        Clearbridge Large Cap Growth ESG ETF and the Clearbridge Dividend
        Strategy ESG ETF.
    --  On March 6, 2017, Morningstar upgraded its "Parent Pillar" rating for
        Legg Mason to Positive from Neutral.
    --  Joe Sullivan won FundAction's Fund Leader of the Year Award for his
        innovation and contributions to the mutual fund industry over the past
        year.


    Quarterly Performance


    At March 31, 2017:

                                             1-Year                           3-Year   5-Year  10-Year

    % of Strategy AUM beating
     Benchmark(3)                                                              79%       71%     80%       88%


    % of Long-Term US Fund Assets Beating
     Lipper Category Average(3)

                                             Alternatives                        98%      100%    100% n/a

                                             Equity                              57%       49%     64%       75%

                                             Fixed Income                        75%       79%     78%       82%

                                             Total US Fund Assets                65%       63%     70%       78%


    Of Legg Mason's long-term U.S. mutual fund assets, 50% were in funds rated 4 or 5 stars by
     Morningstar.


    (3)    See "Supplemental Data Regarding Quarterly Performance."

Balance Sheet

At March 31, 2017, Legg Mason's cash position was $734 million. Total debt was $2.2 billion and stockholders' equity was $4.0 billion. The ratio of total debt to total capital was 36%, in line with the prior quarter. In the fourth fiscal quarter, the Company completed additional open market purchases of 2.6 million shares which reduced the weighted average shares by 1.1 million.

The Board of Directors has declared a quarterly cash dividend on the Company's common stock in the amount of $0.28 per share. This represents an increase of 27% on the dividend rate paid on the shares of the Company's common stock during the prior fiscal quarter. The dividend is payable on July 10, 2017 to shareholders of record at the close of business on June 13, 2017.

Conference Call to Discuss Results
A conference call to discuss the Company's results, hosted by Joseph A. Sullivan, will be held at 5:00 p.m. EDT today. The call will be open to the general public. Interested participants should access the call by dialing 1-800-447-0521 (or for international calls 1-847-413-3238), confirmation number 44510737, at least 10 minutes prior to the scheduled start to ensure connection. A live, listen-only webcast will also be available via the investor relations section of www.leggmason.com.

The presentation slides that will be reviewed during the discussion of the conference call will be available on the Investor Relations section of the Legg Mason website shortly after the release of the financial results.

A replay of the live broadcast will be available on the Legg Mason website, www.leggmason.com, in the investor relations section, or by dialing 1-888-843-7419 (or for international calls 1-630-652-3042), enter pass code 44510737# when prompted. Please note that the replay will be available beginning at 7:30 p.m. EDT on Wednesday, April 26, 2017, and ending at 11:59 p.m. EDT on Wednesday, May 10, 2017.

About Legg Mason
Legg Mason is a global asset management firm, with $728.4 billion in AUM as of March 31, 2017. The Company provides active asset management in many major investment centers throughout the world. Legg Mason is headquartered in Baltimore, Maryland, and its common stock is listed on the New York Stock Exchange (symbol: LM).

This release contains forward-looking statements subject to risks, uncertainties and other factors that may cause actual results to differ materially. For a discussion of these risks and uncertainties, see "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Legg Mason's Annual Report on Form 10-K for the fiscal year ended March 31, 2016 and in the Company's quarterly reports on Form 10-Q.

Supplemental Data Regarding Quarterly Performance

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

Approximately eighty-eight percent of total AUM is included in strategy AUM as of March 31, 2017, although not all strategies have three-, five-, and ten-year histories. Total strategy AUM includes liquidity assets. Certain assets are not included in reported performance comparisons. These include: accounts that are not managed in accordance with the guidelines outlined above; accounts in strategies not marketed to potential clients; accounts that have not yet been assigned to a strategy; and certain smaller products at some of our affiliates.

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

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



                                                                                                                               LEGG MASON, INC. AND SUBSIDIARIES

                                                                                                                            CONSOLIDATED STATEMENTS OF INCOME (LOSS)

                                                                                                                                     (Amounts in thousands)

                                                                                                                                          (Unaudited)


                                                                                                                                            Quarters Ended                                     Fiscal Years Ended
                                                                                                                                           --------------                                    ------------------

                                                                                                                                           March                          December                                  March                             March                            March

                                                                                                                                                         2017                            2016                                     2016                                 2017                           2016
                                                                                                                                                         ----                            ----                                     ----                                 ----                           ----

    Operating Revenues:

                        Investment advisory fees:

                        Separate accounts                                                                          $233,147                                      $231,922                                  $204,320                       $925,250                            $826,080

                        Funds                                                                                       372,541                                       368,962                                   319,342                      1,482,045                           1,409,059

                        Performance fees                                                                             25,935                                        22,913                                     6,252                        108,277                              41,982

                        Distribution and service fees                                                                90,555                                        90,195                                    89,105                        366,677                             381,486

                        Other                                                                                           948                                         1,249                                       532                          4,653                               2,237
                                                                                                                      ---

                                                                    Total operating revenues                                                          723,126                         715,241                                  619,551                            2,886,902                      2,660,844
                                                                                                                                                      -------                         -------                                  -------                            ---------                      ---------


    Operating Expenses: (1)

                        Compensation and benefits                                                                   346,831                                       327,862                                   324,562                      1,401,648                           1,204,817

                        Distribution and servicing                                                                  122,403                                       123,191                                   124,632                        499,125                             545,710

                        Communications and technology                                                                52,242                                        52,630                                    50,826                        208,885                             197,857

                        Occupancy                                                                                    26,477                                        23,537                                    35,157                        113,714                             122,610

                        Amortization of intangible assets                                                             6,939                                         7,277                                     2,072                         26,190                               4,979

                        Impairment of intangible assets                                                                   -                                       35,000                                         -                        35,000                             371,000

                        Other                                                                                        58,345                                        34,578                                    48,399                        180,097                             163,040
                                                                                                                    -----

                                                                    Total operating expenses                                                          613,237                         604,075                                  585,648                            2,464,659                      2,610,013
                                                                                                                                                      -------                         -------                                  -------                            ---------                      ---------


    Operating Income                                                                                                                               109,889                         111,166                                   33,903                              422,243                         50,831
                                                                                                                                                   -------                         -------                                   ------                              -------                         ------


    Non-Operating Income (Expense):

                        Interest income                                                                               1,709                                         1,713                                     1,711                          6,815                               5,634

                        Interest expense                                                                           (31,188)                                     (29,495)                                  (15,231)                     (113,173)                            (48,463)

                        Other income (expense), net                                                                  18,978                                         6,126                                  (10,098)                        41,664                            (25,977)

                        Non-operating income (expense) of

                        consolidated investment vehicles, net                                                         3,437                                         1,458                                   (3,837)                        13,329                             (7,243)
                                                                                                                      -----                                         -----                                    ------                         ------                              ------

                                                                    Total non-operating income (expense)                                              (7,064)                       (20,198)                                (27,455)                            (51,365)                      (76,049)
                                                                                                                                                       ------                         -------                                  -------                              -------                        -------


    Income (Loss) Before Income Tax Provision                                                                                                      102,825                          90,968                                    6,448                              370,878                       (25,218)


                        Income tax provision                                                                         12,521                                        26,441                                    58,606                         84,175                               7,692
                                                                                                                   ------


    Net Income (Loss)                                                                                                                               90,304                          64,527                                 (52,158)                             286,703                       (32,910)

                        Less: Net income (loss) attributable

                        to noncontrolling interests                                                                  14,380                                        13,088                                   (6,885)                        59,447                             (7,878)
                                                                                                                     ------                                        ------                                    ------                         ------                              ------


    Net Income (Loss) Attributable to Legg Mason, Inc.                                                                                             $75,924                         $51,439                                $(45,273)                            $227,256                      $(25,032)
                                                                                                                                                   =======                         =======                                 ========                             ========                       ========


                                                                                                                                                                                                                                                   (Continued)


    (1)Operating expenses include acquisition and transition-related costs related to business combinations.


                        Acquisition and transition-related costs:

                        Compensation                                                                                 $1,744                                        $3,763                                   $32,172                        $42,514                             $32,172

                        Occupancy                                                                                       312                                         (962)                                    8,355                         13,529                               8,355

                        Other                                                                                            78                                           222                                     8,561                         19,075                              11,360
                                                                                                                        ---                                           ---                                     -----                         ------                              ------

                                                                    Total acquisition and transition-related costs                                     $2,134                          $3,023                                  $49,088                              $75,118                        $51,887
                                                                                                                                                       ======                          ======                                  =======                              =======                        =======



                                                                                                                                                             LEGG MASON, INC. AND SUBSIDIARIES

                                                                                                                                                    CONSOLIDATED STATEMENTS OF INCOME (LOSS), CONTINUED

                                                                                                                                                      (Amounts in thousands, except per share amounts)

                                                                                                                                                                        (Unaudited)


                                                                                                                                                       Quarters Ended                                                   Fiscal Years Ended
                                                                                                                                                     --------------                                                  ------------------

                                                                                                                                                     March                                        December                                 March              March              March

                                                                                                                                                                   2017                                          2016                                    2016               2017                2016
                                                                                                                                                                   ----                                          ----                                    ----               ----                ----


    Net Income (Loss) Attributable to Legg Mason, Inc.                                                                                                       $75,924                                       $51,439                               $(45,273)          $227,256           $(25,032)




         Less: Earnings (distributed and undistributed)

                                                                                                                                                               2,552                                         1,706                                     613              7,384               2,287

                    allocated to participating securities (1)



    Net Income (Loss) (Distributed and Undistributed)



         Allocated to Shareholders (Excluding

                                                                                                                                                             $73,372                                       $49,733                               $(45,886)          $219,872           $(27,319)

         Participating Securities)
                                                                                                                                                                                                                                                                                          ===


    Net Income (Loss) per Share Attributable to



         Legg Mason, Inc. Shareholders:

                                                                                                                                                               $0.76                                         $0.50                                 $(0.43)             $2.19             $(0.25)





                       Basic
                                                                                                                                                                                                                                                                                          ===


                                                                                                                                                               $0.76                                         $0.50                                 $(0.43)             $2.18             $(0.25)





                       Diluted
                                                                                                                                                                                                                                                                                          ===


    Weighted-Average Number of Shares



           Outstanding: (2)

                                                                                                                                                              96,555                                        99,403                                 106,393            100,580             107,406



                       Basic

                                                                                                                                                              96,830                                        99,568                                 106,393            100,799             107,406



                       Diluted


    (1)Participating securities excluded from weighted-average number of shares outstanding were 3,353, 3,404, and 3,004 for the quarters ended March
         2017, December 2016, and March 2016, respectively, and 3,335 and 2,831 for the fiscal years ended March 2017 and March 2016, respectively.

    (2)Diluted shares are the same as basic shares for periods with a loss.



                                                                                                                                                                                    LEGG MASON, INC. AND SUBSIDIARIES

                                                                                                                                                                                CONSOLIDATING STATEMENTS OF INCOME (LOSS)

                                                                                                                                                                                          (Amounts in thousands)

                                                                                                                                                                                               (Unaudited)

                                                                                                                                               Quarters Ended
                                                                                                                                               --------------

                                                                                                          March 2017                                               December 2016                                          March 2016
                                                                                                          ----------                                               -------------                                          ----------


                                                                                                    Balance Before                            Consolidated                  Consolidated              Balance Before                   Consolidated   Consolidated    Balance Before             Consolidated                  Consolidated
                                                                                                   Consolidation of                            Investment                      Totals                Consolidation of                   Investment       Totals      Consolidation of             Investment                      Totals
                                                                                                     Consolidated                             Vehicles and                                             Consolidated                    Vehicles and                    Consolidated                Vehicles
                                                                                                      Investment                                Other (1)                                               Investment                       Other (1)                      Investment
                                                                                                     Vehicles and                                                                                      Vehicles and                                                      Vehicles
                                                                                                       Other (1)                                                                                         Other (1)
                                                                                                       --------                                                                                          --------


    Total operating revenues                                                                                       $723,269                                 $(143)                      $723,126            $715,601                          $(360)      $715,241                    $619,623                         $(72)                   $619,551

    Total operating expenses                                                                                        613,170                                     67                        613,237             604,075                               -       604,075                     585,595                            53                     585,648
                                                                                                                    -------                                    ---                        -------             -------                             ---       -------                     -------                           ---                     -------

    Operating Income (Loss)                                                                                         110,099                                  (210)                       109,889             111,526                           (360)       111,166                      34,028                         (125)                     33,903

    Non-operating income (expense)                                                                                 (10,573)                                 3,509                        (7,064)           (20,545)                            347       (20,198)                   (19,070)                      (8,385)                   (27,455)
                                                                                                                    -------                                  -----                         ------             -------                             ---        -------                     -------                        ------                     -------

    Income (Loss) Before Income Tax Provision                                                                        99,526                                  3,299                        102,825              90,981                            (13)        90,968                      14,958                       (8,510)                      6,448

    Income tax provision                                                                                             12,521                                      -                        12,521              26,441                               -        26,441                      58,606                             -                     58,606
                                                                                                                     ------                                    ---                        ------              ------                             ---        ------                      ------                           ---                     ------

    Net Income (Loss)                                                                                                87,005                                  3,299                         90,304              64,540                            (13)        64,527                    (43,648)                      (8,510)                   (52,158)

    Less: Net income (loss) attributable

    to noncontrolling interests                                                                                      11,081                                  3,299                         14,380              13,101                            (13)        13,088                       1,625                       (8,510)                    (6,885)
                                                                                                                     ------                                  -----                         ------              ------                             ---         ------                       -----                        ------                      ------

    Net Income (Loss) Attributable to Legg Mason, Inc.                                                              $75,924                         $            -                       $75,924             $51,439                  $            -       $51,439                   $(45,273)               $            -                  $(45,273)
                                                                                                                    =======                         ==============                       =======             =======                  ==============       =======                    ========                ==============                   ========



                                                                                                                           Fiscal Years Ended
                                                                                                                           ------------------

                                                                                                          March 2017                                                 March 2016
                                                                                                          ----------                                                 ----------


                                                                                                    Balance Before                            Consolidated                  Consolidated              Balance Before                   Consolidated   Consolidated
                                                                                                   Consolidation of                            Investment                      Totals                Consolidation of                   Investment       Totals
                                                                                                     Consolidated                             Vehicles and                                             Consolidated                      Vehicles
                                                                                                      Investment                                Other (1)                                               Investment
                                                                                                     Vehicles and                                                                                        Vehicles
                                                                                                       Other (1)
                                                                                                       --------


    Total operating revenues                                                                                     $2,887,431                                 $(529)                    $2,886,902          $2,661,162                          $(318)    $2,660,844

    Total operating expenses                                                                                      2,464,369                                    290                      2,464,659           2,609,870                             143      2,610,013
                                                                                                                  ---------                                    ---                      ---------           ---------                             ---      ---------

    Operating Income (Loss)                                                                                         423,062                                  (819)                       422,243              51,292                           (461)        50,831

    Non-operating income (expense)                                                                                 (63,636)                                12,271                       (51,365)           (65,458)                       (10,591)      (76,049)
                                                                                                                    -------                                 ------                        -------             -------                         -------        -------

    Income (Loss) Before Income Tax Provision                                                                       359,426                                 11,452                        370,878            (14,166)                       (11,052)      (25,218)

    Income tax provision                                                                                             84,175                                      -                        84,175               7,692                               -         7,692
                                                                                                                     ------                                    ---                        ------               -----                             ---         -----

    Net Income (Loss)                                                                                               275,251                                 11,452                        286,703            (21,858)                       (11,052)      (32,910)

    Less: Net income (loss) attributable

    to noncontrolling interests                                                                                      47,995                                 11,452                         59,447               3,174                        (11,052)       (7,878)
                                                                                                                     ------                                 ------                         ------               -----                         -------         ------

    Net Income (Loss) Attributable to Legg Mason, Inc.                                                             $227,256                         $            -                      $227,256           $(25,032)                 $            -     $(25,032)
                                                                                                                   ========                         ==============                      ========            ========                  ==============      ========


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



                                                                                                                          LEGG MASON, INC. AND SUBSIDIARIES

                                                                                                                                  SUPPLEMENTAL DATA

                                                                                                                 RECONCILIATION OF OPERATING MARGIN,  AS ADJUSTED (1)

                                                                                                                               (Amounts in thousands)

                                                                                                                                     (Unaudited)


                                                                                                                          Quarters Ended                                                             Fiscal Years Ended
                                                                                                                          --------------                                                             ------------------


                                                                                                                          March                                       December                                March                             March                            March

                                                                                                                                         2017                                         2016                                     2016                            2017                             2016
                                                                                                                                         ----                                         ----                                     ----                            ----                             ----


    Operating Revenues, GAAP basis                                                                                                $723,126                                     $715,241                                 $619,551                      $2,886,902                       $2,660,844


                          Plus (less):

                          Pass-through performance fees                                                  (8,075)                                   (2,250)                                       -                                  (60,756)                               -

                          Operating revenues eliminated upon

                                                                    consolidation of investment vehicles                                  143                                          360                                       72                             529                              318

                           Distribution and servicing expense
                           excluding

                                                                    consolidated investment vehicles                                (122,404)                                   (123,326)                               (124,618)                      (499,126)                       (545,668)
                                                                                                                                     --------                                     --------                                 --------                        --------                         --------


    Operating Revenues, as Adjusted                                                                                               $592,790                                     $590,025                                 $495,005                      $2,327,549                       $2,115,494
                                                                                                                                  ========                                     ========                                 ========                      ==========                       ==========



    Operating Income, GAAP basis                                                                                                  $109,889                                     $111,166                                  $33,903                        $422,243                          $50,831


                          Plus (less):

                          Gains (losses) on deferred compensation

                                                                    and seed investments, net                                           5,355                                        1,474                                      342                          14,427                          (1,205)

                          Impairment of intangible assets                                                      -                                    35,000                                        -                                    35,000                          371,000

                          Amortization of intangible assets                                                6,939                                      7,277                                    2,072                                     26,190                            4,979

                           Contingent consideration fair value
                           adjustments                                                                         -                                  (14,500)                                 (7,000)                                  (39,500)                        (33,375)

                           Operating income of consolidated
                           investment

                                                                    vehicles, net                                                         210                                          360                                      125                             819                              461
                                                                                                                                          ---                                          ---                                      ---                             ---                              ---


    Operating Income, as Adjusted                                                                                                 $122,393                                     $140,777                                  $29,442                        $459,179                         $392,691
                                                                                                                                  ========                                     ========                                  =======                        ========                         ========


    Operating Margin, GAAP basis                                                                                                     15.2%                                       15.5%                                    5.5%                           14.6                              1.9
                                                                                                                                                                                                                                            
    %
                                                                                                                                                                                                                                                                                            %

    Operating Margin, as Adjusted                                                                                                     20.6                                         23.9                                      5.9                            19.7                             18.6


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



                                                                                                                                                                                               LEGG MASON, INC. AND SUBSIDIARIES

                                                                                                                                                                                                       SUPPLEMENTAL DATA

                                                                                                                                                                                    RECONCILIATION OF CASH PROVIDED BY OPERATING ACTIVITIES

                                                                                                                                                                                                     TO ADJUSTED EBITDA (1)

                                                                                                                                                                                                     (Amounts in thousands)

                                                                                                                                                                                                          (Unaudited)


                                                                                                                                                                                                           Quarters Ended                                         Fiscal Years Ended
                                                                                                                                                                                                           --------------                                         ------------------


                                                                                                                                                                                                          March                               December                                   March                        March                      March

                                                                                                                                                                                                                            2017                              2016                                    2016                         2017                       2016
                                                                                                                                                                                                                            ----                              ----                                    ----                         ----                       ----


    Cash provided by operating activities, GAAP basis                                                                                                                                                                $192,811                          $209,102                                $148,059                     $539,772                   $454,451


                          Plus (less):

                           Interest expense, net of accretion and
                           amortization

                                                                           of debt discounts and premiums                                                                                                                 31,189                            28,534                                  14,240                      110,116                     45,323

                          Current tax expense (benefit)                                                                                                                        14,446                                                 (2,981)                                    10,102                       26,371                     15,419

                          Net change in assets and liabilities                                                                                                               (55,246)                                              (108,242)                                   (92,575)                    (33,900)                     26,565

                          Net change in assets and liabilities

                                                                           of consolidated investment vehicles                                                                                                          (26,324)                           43,732                                 (4,884)                    (41,365)                     3,519

                           Net (income) loss attributable to
                           noncontrolling interests                                                                                                                          (14,380)                                               (13,088)                                     6,885                     (59,447)                      7,878

                          Net gains (losses) and earnings on investments                                                                                                        3,615                                                   2,432                                    (1,321)                       9,717                     13,404

                           Net gains (losses) on consolidated investment
                           vehicles                                                                                                                                             3,437                                                   1,458                                    (3,837)                      13,329                    (7,243)

                          Other                                                                                                                                               (3,217)                                                  (638)                                     3,243                      (4,353)                     2,116
                                                                                                                                                                               ------                                                    ----                                      -----                       ------                      -----


    Adjusted EBITDA                                                                                                                                                                                                  $146,331                          $160,309                                 $79,912                     $560,240                   $561,432
                                                                                                                                                                                                                     ========                          ========                                 =======                     ========                   ========



    (1) See explanations for "Use of Supplemental Non-GAAP Financial Information."  We have previously disclosed Adjusted EBITDA (also referred to as "EBITDA, bank
        defined" in the past) that conformed to calculations required by our debt covenants, which adjusted for certain items that required cash settlement that are not part of
        the current definition.



                                                                                                                                                                                             LEGG MASON, INC. AND SUBSIDIARIES

                                                                                                                                                                                                   (Amounts in billions)

                                                                                                                                                                                                        (Unaudited)


    Assets Under Management

                                                                                                                          Quarters Ended
                                                                                                                        --------------

    By asset class:                                                                           March 2017                                            December 2016                       September 2016                         June 2016              March 2016
                                                                                              ----------                                            -------------                       --------------                         ---------              ----------

                          Equity                                                                                    $179.8                                                  $169.0                                $168.4                       $161.1                   $162.3

                          Fixed Income                                                                               394.3                                                   381.1                                 396.9                        387.2                    372.3

                          Alternative                                                                                 67.9                                                    71.5                                  72.0                         72.6                     22.7

                          Long-Term Assets                                                                           642.0                                                   621.6                                 637.3                        620.9                    557.3

                          Liquidity                                                                                   86.4                                                    88.8                                  95.6                        121.0                    112.3

                          Total                                                                                     $728.4                                                  $710.4                                $732.9                       $741.9                   $669.6
                                                                                                                    ======                                                  ======                                ======                       ======                   ======


                                                                                                                        Quarters Ended                                              Fiscal Years Ended
                                                                                                                        --------------                                              ------------------

    By asset class (average):                                                                 March 2017                                            December 2016                       September 2016                         June 2016              March 2016               March 2017                March 2016
                                                                                              ----------                                            -------------                       --------------                         ---------              ----------               ----------                ----------

                          Equity                                                                                    $174.2                                                  $166.7                                $166.1                       $162.3                   $159.0                    $167.6                     $173.4

                          Fixed Income                                                                               388.1                                                   387.8                                 393.7                        377.6                    365.3                     386.5                      367.2

                          Alternative                                                                                 70.4                                                    71.3                                  72.1                         57.8                     23.3                      66.9                       21.1

                          Long-Term Assets                                                                           632.7                                                   625.8                                 631.9                        597.7                    547.6                     621.0                      561.7

                          Liquidity                                                                                   86.2                                                    90.9                                 110.2                        111.4                    114.7                      99.2                      123.1

                          Total                                                                                     $718.9                                                  $716.7                                $742.1                       $709.1                   $662.3                    $720.2                     $684.8
                                                                                                                    ======                                                  ======                                ======                       ======                   ======                    ======                     ======



    Component Changes in Assets Under Management

                                                                                                                        Quarters Ended                                              Fiscal Years Ended
                                                                                                                        --------------                                              ------------------

                                                                                                March 2017                                            December 2016                       September 2016                         June 2016              March 2016               March 2017                March 2016
                                                                                                ----------                                            -------------                       --------------                         ---------              ----------               ----------                ----------

    Beginning of period                                                                                           $710.4                                                  $732.9                                $741.9                       $669.6                   $671.5                    $669.6                     $702.7

    Net client cash flows:

    Equity                                                                                                           3.1                                                   (3.7)                                (1.5)                       (3.0)                   (4.4)                    (5.2)                     (9.7)

    Fixed Income                                                                                                     3.5                                                     0.5                                   2.8                          3.9                    (7.8)                     10.8                        0.4

    Alternative                                                                                                    (2.7)                                                  (0.8)                                (1.6)                       (2.0)                   (1.0)                    (7.2)                     (1.9)
                                                                                                                    ----                                                    ----                                  ----                         ----                     ----                      ----                       ----

         Long-Term flows                                                                                             3.9                                                   (4.0)                                (0.3)                       (1.1)                  (13.2)                    (1.6)                    (11.2)

    Liquidity                                                                                                      (3.1)                                                  (6.9)                               (25.4)                         8.0                    (3.3)                   (27.3)                    (14.9)

         Total net client cash flows                                                                                 0.8                                                  (10.9)                               (25.7)                         6.9                   (16.5)                   (28.9)                    (26.1)

    Market performance and other                                                                                    17.1                                                   (2.3)                                 15.7                         12.3                      9.7                      42.7                     (15.3)

    Impact of foreign exchange                                                                                       4.0                                                   (8.4)                                  1.0                          2.0                      4.7                     (1.3)                       1.4

    Acquisitions (disposition), net                                                                                (3.9)                                                  (0.9)                                    -                        51.1                      0.2                      46.3                        6.9

    End of period                                                                                                 $728.4                                                  $710.4                                $732.9                       $741.9                   $669.6                    $728.4                     $669.6
                                                                                                                  ======                                                  ======                                ======                       ======                   ======                    ======                     ======


    NOTE 1: Alternative assets include all AUM managed by Clarion Partners, EnTrustPermal, RARE Infrastructure, and Glouston Capital Partners (formerly Permal Capital Management).

    NOTE 2: Due to effects of rounding, the sum of the quarterly results may differ immaterially from the year-to-date results.

Use of Supplemental Non-GAAP Financial Information

As supplemental information, we are providing a performance measure for "Operating Margin, as Adjusted" and a liquidity measure for "Adjusted EBITDA", each of which are based on methodologies other than generally accepted accounting principles ("non-GAAP"). Our management uses these measures as benchmarks in evaluating and comparing our period-to-period operating performance and liquidity.

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, amortization related to intangible assets, income (loss) of consolidated investment vehicles, the impact of fair value adjustments of contingent consideration liabilities, if any, 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, and less performance fees that are passed through as compensation expenses or net income (loss) attributable to non-controlling interests, which we refer to as "Operating Revenues, as Adjusted". The deferred compensation items are removed from Operating Income in the calculation because they are offset by an equal amount in Non-operating income (expense), and thus have no impact on Net Income Attributable to Legg Mason, Inc. We adjust for the impact of amortization of management contract assets and the impact of fair value adjustments of contingent consideration liabilities, if any, which arise from acquisitions to reflect the fact that these items distort comparison of our operating results with results of other asset management firms that have not engaged in significant acquisitions. Impairment charges and income (loss) of consolidated investment vehicles are removed from Operating Income in the calculation because these items are not reflective of our core asset management operations. We use Operating Revenues, as Adjusted in the calculation to show the operating margin without distribution and servicing expenses, which we use to approximate our distribution revenues that are passed through to third parties as a direct cost of selling our products, although distribution 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. We also use Operating Revenues, as Adjusted in the calculation to show the operating margin without performance fees, which are passed through as compensation expense or net income (loss) attributable to non-controlling interests per the terms of certain more recent acquisitions. Operating Revenues as adjusted also include our advisory revenues we receive from consolidated investment vehicles that are eliminated in consolidation under GAAP.

We believe that Operating Margin, as Adjusted, is a useful measure of our performance because it provides a measure of our core business activities. It excludes items that have no impact on Net Income Attributable to Legg Mason, Inc. and 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, performance fees that are passed through as compensation expense or net income (loss) attributable to non-controlling interests per the terms of certain more recent acquisitions, amortization related to intangible assets, changes in the fair value of contingent consideration liabilities, if any, impairment charges, and the impact of the consolidation of certain investment vehicles described above. The consolidation of these investment vehicles does not have an impact on 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 performance measures, including measures of adjusted margins of other companies.

Adjusted EBITDA
We define Adjusted EBITDA as cash provided by (used in) operating activities plus (minus) interest expense, net of accretion and amortization of debt discounts and premiums, current income tax expense (benefit), the net change in assets and liabilities, net (income) loss attributable to noncontrolling interests, net gains (losses) and earnings on investments, net gains (losses) on consolidated investment vehicles, and other. The net change in assets and liabilities adjustment aligns with the Consolidated Statements of Cash Flows. Adjusted EBITDA is not reduced by equity-based compensation expense, including management equity plan non-cash issuance-related charges. Most management equity plan units may be put to or called by Legg Mason for cash payment, although their terms do not require this to occur.

We believe that this measure is useful to investors and us as it provides additional information with regard to our ability to meet working capital requirements, service our debt, and return capital to our shareholders. This measure is provided in addition to Cash provided by operating activities and may not be comparable to non-GAAP performance measures or liquidity measures of other companies, including their measures of EBITDA or Adjusted EBITDA. Further, this measure is not to be confused with Net Income, Cash provided by operating activities, or other measures of earnings or cash flows under GAAP, and are provided as a supplement to, and not in replacement of, GAAP measures.

We have previously disclosed Adjusted EBITDA that conformed to calculations required by our debt covenants, which adjusted for certain items that required cash settlement that are not part of the current definition.

To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/legg-mason-reports-results-for-fourth-fiscal-quarter-and-fiscal-year-end-2017-300446445.html

SOURCE Legg Mason, Inc.