8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

July 27, 2020

Date of Report (Date of earliest event reported)

Legg Mason, Inc.

(Exact name of registrant as specified in its charter)

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

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

(410) 539-0000

Registrant's telephone number, including area code

Not Applicable

(Former name or former address if changed since last report)

	Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol	Name of each exchange on which registered
Common stock, $0.10 par value	LM	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02	Results of Operations and Financial Condition.
	On July 27, 2020, Legg Mason, Inc. announced its results of operations for the quarter ended June 30, 2020. A copy of the related press release is attached hereto as Exhibit 99.1.
	The information in this Section 2.02 and Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 7.01	Regulation FD Disclosure
	The fiscal first quarter earnings presentation slides are attached hereto as Exhibit 99.2 to this Form 8-K.
	The information in this Section 7.01 and Exhibit 99.2 attached hereto shall not be deemed "filed" for purposes of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 9.01	Financial Statements and Exhibits.
(d)	Exhibits
	Exhibit No.	Subject Matter
	99.1	Press Release of Legg Mason, Inc. dated July 27, 2020
	99.2	Fiscal First Quarter Earnings Presentation of Legg Mason, Inc.
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

	LEGG MASON, INC.
	(Registrant)
Date:  July 27, 2020	By:	/s/ Thomas C. Merchant
		Thomas C. Merchant
		Executive Vice President and General Counsel

EX-99.1

News Release

FOR IMMEDIATE RELEASE

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

LEGG MASON REPORTS RESULTS FOR FIRST FISCAL QUARTER

-- First Quarter Net Income of $49.4 Million, or $0.54 per Diluted Share

• Includes Strategic Restructuring and Merger Related Charges of $30.9 Million, or $0.24 per Diluted Share

• Achieved $104 Million of Annualized Run-Rate Expense Savings

-- Adjusted Net Income of $65.4 Million, or $0.71 per Diluted Share

-- Assets Under Management of $783.4 Billion

-- Long-Term Net Outflows of $4.6 Billion

Baltimore, Maryland - July 27, 2020 - Legg Mason, Inc. (NYSE: LM) today reported its operating results for the first fiscal quarter ended June 30, 2020.

	Quarters Ended
Financial Results	Jun		Mar		Jun
(Amounts in millions, except per share amounts)	2020		2020		2019
Operating Revenues	$	666.2	$	719.6	$	705.4
Operating Expenses	598.5		553.3		621.4
Operating Income	67.7		166.3		83.9
Net Income1	49.4		64.2		45.4
Net Income Per Share - Diluted1	0.54		0.70		0.51
Adjusted Net Income2	$	65.4	$	93.2	$	67.0
Adjusted Earnings Per Share - Diluted2	0.71		1.02		0.75
(1) Net Income Attributable to Legg Mason, Inc.
(2) See "Use of Supplemental Non-GAAP Financial Information".

Joseph A. Sullivan, Chairman and CEO of Legg Mason stated, “Legg Mason’s quarterly results were negatively impacted by the significant market volatility and related redemption activity primarily related to the COVID-19 pandemic. While average AUM and revenues declined this quarter, we continued to manage our costs well, and I am pleased to announce that we achieved annual run-rate expense savings of $104 million related to the Strategic Restructuring initiative that we launched last year.”

"I would like to once again express my heartfelt thanks to all of our Legg Mason and Affiliate colleagues who have demonstrated great resiliency working remotely amid ongoing uncertainty and continuing to deliver for our clients, shareholders and for each other during these unprecedented times." 

“As the merger with Franklin Templeton is set to close in four days, this will be Legg Mason’s final quarterly earnings announcement as a public company.  I am extremely proud of all current and legacy Legg Mason and Affiliate employees and their contributions to the benefit of our clients, shareholders, employees and our communities over the course of our history and I wish the combined Franklin Templeton team much success in the future.”

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

1

News Release

Assets Under Management of $783.4 Billion

Assets Under Management were $783.4 billion at June 30, 2020 compared with $730.8 billion at March 31, 2020, with the change resulting from $59.7 billion in positive market performance and positive foreign exchange of $2.9 billion, partially offset by $5.2 billion in liquidity outflows, $4.6 billion in long-term outflows and $0.2 billion in realizations

	Quarter Ended June 30, 2020
Assets Under Management ($ in billions)	AUM		Flows				Operating Revenue Yield 1
Equity	$	192.4	$	(2.0	)		55 bps
Fixed Income	447.0		(3.1		)		25 bps
Alternative	73.7		0.5			2	56 bps
Long-Term Assets	713.1		(4.6		)
Liquidity	70.3		(5.2		)		15 bps
Total	$	783.4	$	(9.8	)		34 bps
(1) Operating revenue yield equals total operating revenues less performance fees divided by average AUM
(2) Excludes realizations of $0.2 billion

At June 30, 2020, fixed income represented 57% of AUM, while equity represented 25%, alternative represented 9% and liquidity represented 9%.

By geography, 73% of AUM was from clients domiciled in the United States and 27% from non-US domiciled clients.

Average AUM during the quarter was $764.4 billion compared to $782.4 billion in the prior quarter and $765.9 billion in the first quarter of fiscal year 2020. Average long-term AUM was $690.1 billion compared to $716.4 billion in the prior quarter and $699.0 billion in the first quarter of fiscal year 2020.

Quarterly Performance
		1-Year	3-Year	5-Year	10-Year
% of Strategy AUM beating Benchmark3		57%	68%	67%	85%
% of Long-Term U.S. Fund Assets Beating Lipper Category Average		59%	63%	74%	69%
	(3) See “Supplemental Data Regarding Quarterly Performance.”

Of Legg Mason’s long-term U.S. mutual fund assets, 65% were in funds rated 4 or 5 stars by Morningstar.

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

2

News Release

Operating Results - Comparison to the Fourth Quarter of Fiscal Year 2020

Adjusted net income was $65.4 million, or $0.71 per diluted share, compared to adjusted net income of $93.2 million, or $1.02 per diluted share. The decrease in adjusted earnings was driven by lower investment advisory fees reflecting lower average AUM and changes in the product mix, as well a $5.0 million decrease in non-pass through performance fees.

Net income was $49.4 million, or $0.54 per diluted share, compared to net income of $64.2 million, or $0.70 per diluted share, in the fourth quarter of fiscal year 2020. The change was impacted by the items described below.

Operating revenues of $666.2 million were down 7% from $719.6 million in the prior quarter reflecting:

• A decrease in separate account and fund advisory fee revenues of $40.6 million, or 6%, reflecting lower average AUM.

• In addition, non-pass through performance fees decreased by $5.0 million and pass through performance fees decreased $1.5 million.

Operating expenses of $598.5 million increased 8% from $553.3 million in the prior quarter, reflecting:

• Higher compensation of $48.9 million driven by a gain of $20.0 million in the market value of deferred compensation and seed investments, with an offset in non-operating income, as compared to a loss of $32.5 million in the prior quarter.

• An increase in communications and technology expenses of $3.3 million reflecting the printing, filing and mailing costs for the proxy voting related to the Franklin Templeton merger.

• An increase in occupancy expenses of $6.5 million which included $6.4 million in strategic restructuring costs.

• A decrease in other expenses of $4.7 million reflected lower “business as usual expenses” related to T&E, advertising and conference of $13.0 million, which more than offset an increase in merger related costs of $8.4 million is primarily due to proxy solicitation costs associated with the Franklin Templeton merger.

Non-operating income was $1.3 million, as compared to $65.3 million in expense in the prior quarter reflecting:

• Gains on corporate investments, not offset in compensation, were $10.6 million compared with losses of $12.6 million in the prior quarter.

• Gains on funded deferred compensation and seed investments, as described above.

• A $1.7 million loss associated with the consolidation of sponsored investment vehicles compared to a $4.1 million gain 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 10.2% compared to 23.1% in the prior quarter. Adjusted operating margin¹, was 22.1%, as compared to 25.8% in the prior quarter.

Net income attributable to noncontrolling interests, excluding consolidated investment vehicles, was $4.9 million compared to $7.3 million in the prior quarter, principally related to Clarion, EnTrust Global and Royce.

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

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

3

News Release

Comparison to the First Quarter of Fiscal Year 2020

Adjusted net income was $65.4 million, or$0.71 per diluted share, compared to adjusted net income of $67.0 million, or $0.75 per diluted share, in the prior year quarter. The decrease was driven by lower operating revenues reflecting a decrease in investment advisory fees due to lower average long-term AUM and changes in the product mix, partially offset by the impact of savings from the strategic restructuring and lower “business as usual” spending.

Net income was $49.4 million, or $0.54 per diluted share, compared to net income of $45.4, or $0.51 per diluted share, in the first quarter of fiscal year 2020. The change was impacted by the items described below.

Operating revenues of $666.2 million were down 6% compared with $705.4 million in the prior year quarter reflecting:

• A decrease in advisory fee revenues of $33.9 million reflecting lower average long-term AUM.

• Partially offset by an increase in performance fees of $4.6 million, including an increase of $5.8 million in pass through performance fees partially offset by a $1.2 million decrease in non-pass through performance fees.

Operating expenses of $598.5 million were down 4% compared with $621.4 million in the prior year quarter reflecting:

• Compensation decreased by $26.6 million, or 7% driven by lower strategic restructuring costs, lower revenues, savings from strategic restructuring, partially offset by an increase of $13.0 million in the market value of deferred compensation and seed investments and higher pass through performance fees.

• Communications and technology expenses increased by $7.1 million due to higher technology spend primarily at revenue sharing affiliates and the printing, filing and mailing costs for the proxy voting related to the Franklin Templeton merger.

• Occupancy expenses increased by $6.4 million reflecting higher strategic restructuring costs.

• Other expenses increased by $1.6 million as increases in merger related costs more than offset lower “business as usual” expenses and savings from the strategic restructuring.

Non-operating income was $1.3 million, compared to a loss of $4.3 million in the prior year quarter reflecting:

• Gains on corporate investments, not offset in compensation, were $10.6 million compared with gains of $3.1 million in the prior year quarter.

• Gains on funded deferred compensation and seed investments as described above.

• A $1.7 million loss associated with the consolidation of sponsored investment vehicles, as compared to a gain of $10.1 million 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 10.2%, as compared to 11.9% in the prior year quarter. Adjusted operating margin was 22.1%, as compared to 21.6% in the prior year quarter.

Net income attributable to noncontrolling interests, excluding consolidated investment vehicles, was $4.9 million, compared to $9.7 million in the prior year quarter, principally related to Clarion, EnTrust Global and Royce.

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

4

News Release

Quarterly Business Developments and Recent Announcements

•

• On May 28, 2020, ClearBridge launched Legg Mason's first exchange-traded fund (ETF) using the semi-transparent technology of Precidian Investments LLC, ActiveShares^®. The ClearBridge Focus Value ETF (CFCV), is a series of Legg Mason's ActiveShares® ETF Trust.

• On July 17, 2020, Franklin Templeton and Legg Mason announced that all conditions to the closing of its merger with Franklin Resources, Inc. have been satisfied and is scheduled to close on July 31, 2020.

Balance Sheet

At June 30, 2020, Legg Mason’s cash position was $0.9 billion.  Total debt was $2.2 billion, and stockholders' equity was $3.9 billion.  The ratio of total debt to total capital was 37%, compared to 35% in the prior quarter. Seed investments totaled $211.0 million. On July 21, 2020, Legg Mason repaid the outstanding balance on the credit facility, reducing total debt by $250 million.

Presentation Slides

The Fiscal first quarter presentation slides will be available on the Investor Relations section of the Legg Mason website shortly after the release of the financial results.

About Legg Mason

Guided by a mission of Investing to Improve Lives,^TM  Legg Mason helps investors globally achieve better financial outcomes by expanding choice across investment strategies, vehicles and investor access through independent investment managers with diverse expertise in equity, fixed income, alternative and liquidity investments.  Legg Mason’s assets under management are $783.4 billion as of June 30, 2020.  To learn more, visit our web site, our newsroom, or follow us on LinkedIn, Twitter, or Facebook. 

This release contains forward-looking statements subject to risks, uncertainties and other factors that may cause actual results to differ materially. For a discussion of these risks and uncertainties, see "Risk Factors" and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Legg Mason's Annual report on Form 10-K for the fiscal year ended March 31, 2020 and, in the Company’s, quarterly reports on Form 10-Q.

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

5

News Release

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 88% of total AUM is included in strategy AUM as of June 30, 2020, although not all strategies have three-, five-, and ten-year histories. Total strategy AUM includes liquidity assets. Certain assets are not included in reported performance comparisons. These include: accounts that are not managed in accordance with the guidelines outlined above; accounts in strategies not marketed to potential clients; accounts that have not yet been assigned to a strategy; and certain smaller products at some of our affiliates.

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

At June 30, 2020:		1-Year	3-Year	5-Year	10-Year
% of Strategy AUM beating Benchmark1
	Fixed Income	62%	76%	78%	98%
	Equity	62%	62%	70%	56%
	Alternatives	78%	90%	79%	99%

Long-term US Fund Assets Beating Lipper Category Average

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

At June 30, 2020:		1-Year	3-Year	5-Year	10-Year
% of Long-Term U.S. Fund Assets Beating Lipper Category Average
	Fixed Income	75%	76%	76%	80%
	Equity	41%	48%	72%	55%
	Alternatives (performance relates to only 3 funds)	77%	77%	n/a	n/a

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

6

LEGG MASON, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Amounts in thousands)
(Unaudited)
				Quarters Ended
				June			March			June
				2020			2020			2019
Operating Revenues:
	Investment advisory fees:
		Separate accounts		$	245,459		$	260,477		$	260,441
		Funds		347,876			373,453			366,812
		Performance fees		11,414			17,884			6,861
	Distribution and service fees			59,859			65,763			69,937
	Other			1,578			2,010			1,309
			Total operating revenues	666,186			719,587			705,360
Operating Expenses:
	Compensation and benefits			353,208			304,331			379,828
	Distribution and servicing			91,349			99,828			103,906
	Communications and technology			62,358			59,060			55,274
	Occupancy			32,007			25,504			25,624
	Amortization of intangible assets			5,505			5,636			5,457
	Contingent consideration fair value adjustments			—			250			(1,165		)
	Other			54,051			58,724			52,501
			Total operating expenses	598,478			553,333			621,425
Operating Income				67,708			166,254			83,935
Non-Operating Income (Expense):
	Interest income			915			2,755			4,005
	Interest expense			(28,581		)	(27,024		)	(28,483		)
	Other income (expense), net			31,120			(42,378		)	10,599
	Non-operating income (expense) of
		consolidated investment vehicles, net		(2,158		)	1,358			9,561
			Total non-operating income (expense)	1,296			(65,289		)	(4,318		)
Income Before Income Tax Provision				69,004			100,965			79,617
	Income tax provision			13,930			25,582			18,048
Net Income				55,074			75,383			61,569
	Less: Net income attributable
		to noncontrolling interests		5,652			11,224			16,219
Net Income Attributable to Legg Mason, Inc.				$	49,422		$	64,159		$	45,350

7

LEGG MASON, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME, CONTINUED
(Amounts in thousands, except per share amounts)
(Unaudited)
				Quarters Ended
				June		March			June
				2020		2020			2019
Net Income Attributable to Legg Mason, Inc.				$	49,422	$	64,159		$	45,350
	Less: Earnings (distributed and undistributed)
		allocated to participating securities (1)		904		1,955			1,510
Net Income (Distributed and Undistributed)
	Allocated to Shareholders (Excluding
	Participating Securities)			$	48,518	$	62,204		$	43,840
Net Income per Share Attributable to
	Legg Mason, Inc. Shareholders:
			Basic	$	0.54	$	0.71		$	0.51
			Diluted	$	0.54	$	0.70		$	0.51
Weighted-Average Number of Shares
	Outstanding:
			Basic	89,823		87,329			86,297
			Diluted	90,199		88,534			86,494
(1)		Participating securities excluded from weighted-average number of shares outstanding were 1,971, 2,779, and 2,852 for the quarters ended June 2020, March 2020, and June 2019, respectively.
				Quarters Ended
				June		March			June
Strategic Restructuring				2020		2020			2019
	Strategic restructuring cost savings:
		Compensation		$	8,377	$	11,516		$	2,850
		Occupancy		502		262			240
		Other		3,026		11,164			6,894
			Total strategic restructuring cost savings	$	11,905	$	22,942		$	9,984
	Strategic restructuring costs:
		Compensation and benefits		$	1,128	$	3,936		$	28,694
		Occupancy		6,420		(27		)	—
		Other		474		(172		)	4,204
			Total strategic restructuring costs	$	8,022	$	3,737		$	32,898
Merger Related Charges
		Compensation and benefits		$	71	$	3		$	—
		Communications and technology		3,252		3			—
		Other		19,587		13,292			—
			Total merger related charges	$	22,910	$	13,298		$	—

8

LEGG MASON, INC. AND SUBSIDIARIES
SUPPLEMENTAL NON-GAAP FINANCIAL INFORMATION
RECONCILIATION OF NET INCOME ATTRIBUTABLE TO LEGG MASON, INC. TO ADJUSTED NET INCOME AND
RECONCILIATION OF NET INCOME PER DILUTED SHARE ATTRIBUTABLE TO LEGG MASON, INC. SHAREHOLDERS TO
ADJUSTED EARNINGS PER DILUTED SHARE(1)
(Amounts in thousands, except per share amounts)
(Unaudited)
					Quarters Ended
					June			March			June
					2020			2020			2019
Net Income Attributable to Legg Mason, Inc.					$	49,422		$	64,159		$	45,350
	Plus (less):
		Restructuring costs:
				Strategic restructuring and merger related	30,932			17,035			32,898
				Affiliate charges	494			737			1,203
		Amortization of intangible assets			5,505			5,636			5,457
		Gains and losses on seed and other investments
			not offset by compensation or hedges		(8,077		)	12,545			(6,411		)
		Acquisition and transition-related costs			557			—			—
		Contingent consideration fair value adjustments			—			250			(1,165		)
		Income tax adjustments:(2)
				Impacts of non-GAAP adjustments	(8,274		)	(9,666		)	(8,635		)
				Other tax items	(5,173		)	2,477			(1,700		)
Adjusted Net Income					$	65,386		$	93,173		$	66,997
Net Income Per Diluted Share Attributable to
	Legg Mason, Inc. Shareholders				$	0.54		$	0.70		$	0.51
	Plus (less), net of tax impacts:
		Restructuring costs:
			Strategic restructuring and merger related		0.24			0.14			0.27
			Affiliate charges		—			—			0.01
		Amortization of intangible assets			0.04			0.05			0.04
		Gains and losses on seed and other investments
			not offset by compensation or hedges		(0.06		)	0.10			(0.05		)
		Acquisition and transition-related costs			0.01			—			—
		Contingent consideration fair value adjustments			—			—			(0.01		)
		Other tax items			(0.06		)	0.03			(0.02		)
Adjusted Earnings per Diluted Share					$	0.71		$	1.02		$	0.75
(1) See explanations for "Use of Supplemental Non-GAAP Financial Information."
(2) The non-GAAP effective tax rates for the quarters ended June 30, 2020, March 31, 2020 and June 30, 2019
		were 28.0%, 24.6%, and 27.0% respectively.

9

LEGG MASON, INC. AND SUBSIDIARIES
SUPPLEMENTAL DATA
RECONCILIATION OF GAAP BASIS OPERATING MARGIN TO ADJUSTED OPERATING MARGIN (1)
(Amounts in thousands)
(Unaudited)
				Quarters Ended
				June				March				June
				2020				2020				2019
Operating Revenues, GAAP basis				$	666,186			$	719,587			$	705,360
	Plus (less):
		Pass through performance fees		(6,809		)		(8,306		)		(1,030		)
		Operating revenues eliminated upon
			consolidation of investment vehicles	46				52				125
		Distribution and servicing fees		(59,859		)		(65,763		)		(69,937		)
		Investment advisory fees		(31,612		)		(34,038		)		(33,950		)
Adjusted Operating Revenues				$	567,952			$	611,532			$	600,568
Operating Income, GAAP basis				$	67,708			$	166,254			$	83,935
	Plus (less):
		Restructuring costs:
			Strategic restructuring and merger related	30,932				17,035				32,898
			Affiliate charges	633				737				1,203
		Amortization of intangible assets		5,505				5,636				5,457
		Gains (losses) on deferred compensation
			and seed investments, net	20,029				(32,540		)		7,014
		Acquisition and transition-related costs		557				—				—
		Contingent consideration fair value adjustments		—				250				(1,165		)
		Operating loss of consolidated investment
			vehicles, net	(41		)		165				259
Adjusted Operating Income				$	125,323			$	157,537			$	129,601
Operating Margin, GAAP basis				10.2			%	23.1			%	11.9
Adjusted Operating Margin				22.1				25.8				21.6
(1) See explanations for "Use of Supplemental Non-GAAP Financial Information."

10

LEGG MASON, INC. AND SUBSIDIARIES
SUPPLEMENTAL DATA
RECONCILIATION OF CASH PROVIDED BY OPERATING ACTIVITIES
TO ADJUSTED EBITDA (1)
(Amounts in thousands)
(Unaudited)
				Quarters Ended
				June			March			June
				2020			2020			2019
Cash provided by (used in) operating activities, GAAP basis				$	(211,492	)	$	183,472		$	(187,577	)
	Plus (less):
		Interest expense, net of accretion and amortization
			of debt discounts and premiums	28,154			26,601			28,375
		Current tax expense (benefit)		4,904			179			(4,246		)
		Net change in assets and liabilities		378,185			(43,414		)	303,077
		Net change in assets and liabilities
			of consolidated investment vehicles	(101,352		)	31,095			(13,012		)
		Net income attributable to noncontrolling interests		(5,652		)	(11,224		)	(16,219		)
		Net gains (losses) and earnings on investments		(11,830		)	19,551			6,748
		Net gains (losses) on consolidated investment vehicles		(2,158		)	1,358			9,561
		Other		24			(95		)	(343		)
Adjusted EBITDA				$	78,783		$	207,523		$	126,364
(1)		See explanations for "Use of Supplemental Non-GAAP Financial Information."

11

LEGG MASON, INC. AND SUBSIDIARIES
(Amounts in billions)
(Unaudited)
Assets Under Management
			Quarters Ended
By asset class:			June 2020			March 2020			December 2019			September 2019			June 2019
	Equity		$	192.4		$	161.2		$	214.0		$	203.3		$	205.6
	Fixed Income		447.0			420.2			451.8			442.7			438.0
	Alternative		73.7			74.3			74.3			72.6			70.1
		Long-Term Assets	713.1			655.7			740.1			718.6			713.7
	Liquidity		70.3			75.1			63.4			63.2			66.5
		Total	$	783.4		$	730.8		$	803.5		$	781.8		$	780.2
			Quarters Ended
By asset class (average):			June 2020			March 2020			December 2019			September 2019			June 2019
	Equity		$	181.3		$	193.9		$	209.3		$	204.2		$	202.7
	Fixed Income		435.0			447.5			447.3			440.9			427.0
	Alternative		73.8			75.0			73.1			71.5			69.3
		Long-Term Assets	690.1			716.4			729.7			716.6			699.0
	Liquidity		74.3			66.0			62.0			63.2			66.9
		Total	$	764.4		$	782.4		$	791.7		$	779.8		$	765.9
Component Changes in Assets Under Management
			Quarters Ended
			June 2020			March 2020			December 2019			September 2019			June 2019
Beginning of period			$	730.8		$	803.5		$	781.8		$	780.2		$	758.0
Net client cash flows:
Equity			(2.0		)	(6.0		)	(4.8		)	(2.1		)	(3.6		)
Fixed Income			(3.1		)	(8.4		)	1.7			(0.5		)	3.9
Alternative			0.5			2.3			1.5			2.4			0.8
Long-Term flows			(4.6		)	(12.1		)	(1.6		)	(0.2		)	1.1
Liquidity			(5.2		)	11.6			—			(3.5		)	(1.6		)
Total net client cash flows			(9.8		)	(0.5		)	(1.6		)	(3.7		)	(0.5		)
Realizations(1)			(0.2		)	(0.2		)	(0.6		)	(0.2		)	(0.4		)
Market performance and other			59.7			(64.4		)	20.9			8.7			21.9
Impact of foreign exchange			2.9			(7.8		)	3.0			(3.2		)	0.6
Acquisition			—			0.2			—			—			0.6
End of period			$	783.4		$	730.8		$	803.5		$	781.8		$	780.2
(1) Realizations represent investment manager-driven distributions primarily related to the sale of assets. Realizations are specific to our alternative managers and do not include client-driven distributions (e.g. client requested redemptions, liquidations or asset transfers).

12

News Release

Use of Supplemental Non-GAAP Financial Information

As supplemental information, we are providing performance measures for "Adjusted Net Income”, "Adjusted Earnings per Diluted Share" (“Adjusted EPS”), and “Adjusted Operating Margin”, along with a liquidity measure for "Adjusted EBITDA", each of which are based on methodologies other than generally accepted accounting principles ("non-GAAP"). Effective with the quarter ended June 30, 2019, we began disclosing Adjusted Operating Margin, which revises our prior disclosure of Operating Margin, as Adjusted to include adjustments for restructuring costs and acquisition expenses and transition-related costs for integration activities, each of which is further described below.

Our management uses the performance measures as benchmarks to evaluate and compare our period-to-period operating performance. We believe that these performance measures provide useful information about the operating results of our core asset management business and facilitate comparison of our results to other asset management firms and period-to-period results. We are also providing a non-GAAP liquidity measure for Adjusted EBITDA, which our management uses as a benchmark in evaluating and comparing our period-to-period liquidity. We believe that this measure is useful to investors as it provides additional information with regard to our ability to meet working capital requirements, service our debt, and return capital to our stockholders.

Adjusted Net Income and Adjusted Earnings per Diluted Share

Adjusted Net Income and Adjusted EPS only include adjustments for certain items that relate to operating performance, and therefore, are most readily reconcilable to Net Income (Loss) Attributable to Legg Mason, Inc. and Net Income (Loss) per Diluted Share Attributable to Legg Mason, Inc. Shareholders, determined under generally accepted accounting principles ("GAAP"), respectively.

We define Adjusted Net Income as Net Income (Loss) Attributable to Legg Mason, Inc. adjusted to exclude the following:

• Restructuring costs, including:

◦ Corporate charges related to the ongoing strategic restructuring and merger related costs and other cost saving and business initiatives, including severance, lease and other costs; and

◦ Affiliate charges, including affiliate restructuring and severance costs, and certain one-time charges arising from the issuance of management equity plan awards

• Amortization of intangible assets

• Gains and losses on seed and other investments that are not offset by compensation or hedges

• Acquisition expenses and transition-related costs for integration activities, including certain related professional fees and costs associated with the transition and acquisition of acquired businesses

• Impairments of intangible assets

• Contingent consideration fair value adjustments

• Charges (credits) related to significant litigation or regulatory matters

• Income tax expense (benefit) adjustments to provide an effective non-GAAP tax rate commensurate with our expected annual pre-tax Adjusted Net Income, including:

◦ The impact on income tax expense (benefit) of the above non-GAAP adjustments; and

◦ Other tax items, including deferred tax asset and liability adjustments associated with statutory rate changes, the impact of other aspects of recent U.S. tax reform, and shortfalls (and windfalls) associated with stock-based compensation

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

In calculating Adjusted EPS, we adjust Net Income (Loss) per Diluted Share Attributable to Legg Mason, Inc. Shareholders determined under GAAP for the per share impact of each adjustment (net of taxes) included in the calculation of Adjusted Net Income.

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

13

News Release

These measures are provided in addition to Net Income (Loss) Attributable to Legg Mason, Inc., and Net Income (Loss) per Diluted Share Attributable to Legg Mason, Inc. Shareholders, and are not substitutes for these measures. These non-GAAP measures should not be considered in isolation and may not be comparable to non-GAAP performance measures, including measures of adjusted earnings or adjusted income, and adjusted earnings per share, of other companies, respectively. Further, Adjusted Net Income and Adjusted EPS are not liquidity measures and should not be used in place of cash flow measures determined under GAAP.

Adjusted Operating Margin

We calculate Adjusted Operating Margin, by dividing “Adjusted Operating Income”, by “Adjusted Operating Revenues”, each of which are further discussed below. These measures only include adjustments for certain items that relate to operating performance, and therefore, are most readily reconcilable to Operating Margin, Operating Income and Total Operating Revenues determined under GAAP, respectively. Effective with the quarter ended March 31, 2020, we have revised our definition of Adjusted Operating Revenues to exclude Distribution and service fees and a portion of Investment advisory fees, rather than Distribution and servicing expenses. This revision did not change Adjusted Operating Revenues for any prior period and all periods presented have been revised to conform to the current definition.

We define Adjusted Operating Revenues as Operating Revenues, adjusted to:

• Include:

◦ Net investment advisory fees eliminated upon consolidation of investment vehicles

• Exclude:

◦ Distribution and service fees and a portion of Investment advisory fees used to pay distribution and servicing costs to third party intermediaries based on contractual relationships the third-party intermediaries have with the ultimate clients. The amount of Distribution and servicing fees and the portion of Investment advisory fees excluded approximate the direct costs of selling and servicing our products that are paid to third-party intermediaries, based on contractual percentages of the value of the related AUM

◦ Performance fees that are passed through as compensation expense or net income (loss) attributable to noncontrolling interests

These adjustments do not relate to items that impact Net Income (Loss) Attributable to Legg Mason, Inc. and they are included in one of the ways our management views and evaluates our business results.

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

• Restructuring costs, including:

◦ Corporate charges related to the ongoing strategic restructuring and merger related costs and other cost saving and business initiatives, including severance, lease and other costs; and

◦ Affiliate charges, including affiliate restructuring and severance costs, and certain one-time charges arising from the issuance of management equity plan awards

• Amortization of intangible assets

• The impact on compensation expense of:

◦ Gains and losses on investments made to fund deferred compensation plans

◦ Gains and losses on seed capital investments by our affiliates under revenue sharing arrangements

• Acquisition expenses and transition-related costs for integration activities, including certain related professional fees and costs associated with the transition and acquisition of acquired businesses

• Impairments of intangible assets

• Contingent consideration fair value adjustments

• Charges (credits) related to significant regulatory matters

• Income (loss) of consolidated investment vehicles

In calculating Adjusted Operating Income, we adjust for restructuring costs because these items are not reflective of our core asset management business of providing investment management and related products and services. We adjust for the impact on compensation expense of gains and losses on investments made to fund deferred compensation plans and on seed capital investments by our affiliates under revenue sharing arrangements because they are offset by an equal amount in Non-operating income (expense), net, and thus have no impact on Net Income

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

14

News Release

Attributable to Legg Mason, Inc. We adjust for acquisition-related items, including amortization of intangible assets, impairments of intangible assets, and contingent consideration fair value adjustments, to make it easier to identify trends affecting our underlying business that are not related to acquisitions to facilitate comparison of our operating results with the results of other asset management firms that have not engaged in significant acquisitions. We adjust for charges (credits) related to significant litigation or regulatory matters, net of any insurance proceeds and revenue share adjustments, because these matters do not reflect the underlying operations and performance of our business. We adjust for income (loss) of consolidated investment vehicles because the consolidation of these investment vehicles does not have an impact on Net Income (Loss) Attributable to Legg Mason, Inc.

These measures are provided in addition to and are not substitutes for our Operating Margin, Operating Revenues, and Operating Income calculated under GAAP. These non-GAAP measures should not be considered in isolation and may not be comparable to non-GAAP performance measures, including measures of adjusted margins, adjusted operating revenues, and adjusted operating income, of other companies. Further, Adjusted Operating Margin, Adjusted Operating Revenues and Adjusted Operating Income are not liquidity measures and should not be used in place of cash flow measures determined under GAAP.

Adjusted EBITDA

We define Adjusted EBITDA as cash provided by (used in) operating activities plus (minus):

• Interest expense, net of accretion and amortization of debt discounts and premiums

• Current income tax expense (benefit)

• Net change in assets and liabilities, which aligns with the Consolidated Statements of Cash Flows

• Net (income) loss attributable to noncontrolling interests

• Net gains (losses) and earnings on investments

• Net gains (losses) on consolidated investment vehicles

• Other

Adjusted EBITDA is not reduced by equity-based compensation expense, including management equity plan non-cash issuance-related charges. Most management equity plan units may be put to or called by Legg Mason for cash payment, although their terms do not require this to occur.

This liquidity measure is provided in addition to Cash provided by operating activities and may not be comparable to non-GAAP performance measures or liquidity measures of other companies, including their measures of EBITDA or Adjusted EBITDA. Further, this measure is not to be confused with Net Income, Cash provided by operating activities, or other measures of earnings or cash flows under GAAP, and is provided as a supplement to, and not in replacement of, GAAP measures.

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

15

EX-99.2

Fiscal First Quarter 2021 Results Executive Earnings Commentary July 27, 2020

Important Disclosures Forward-Looking Statements This presentation may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are not statements of facts or guarantees of future performance, and are subject to risks, uncertainties and other factors that may cause actual results to differ materially from those discussed in the statements. For a discussion of these risks and uncertainties, please see “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2020 and in the Company’s quarterly reports on Form 10-Q. Non-GAAP Financial Measures This presentation includes non-GAAP financial information. This non-GAAP information is in addition to, not a substitute for or superior to, measures of financial performance or liquidity determined in accordance with GAAP. The Company undertakes no obligation to update the information contained in this presentation to reflect subsequently occurring events or circumstances. Page 1

Table of Contents Contents Page(s) Highlights 3 Affiliate Flows and Unfunded Wins/Committed Uncalled Capital 4 – 5 Global Distribution 6 Financial Results and AUM 7 – 8 Operating Expenses 9 – 10 Adj. Operating Margin and EPS Roll Forward 11 – 12 Appendix 13 – 23 Page 2

Highlights • Net Income of $49.4M, or $0.54 per diluted share Financial Results1 − Includes strategic restructuring and merger related charges of $30.9M, or $0.24 per diluted share • Adjusted Net Income1 of $65.4M, or $0.71 per diluted share • Strategic Restructuring Strategic − Achieved annualized run-rate savings of $104.5M Restructuring − Costs to achieve of $88.4M, $8.0M incurred in current quarter • Total AUM of $783.4B Assets Under • Long-term net outflows of $4.6B Management/ − Fixed Income outflows of $3.1B Flows − Equity outflows of $2.0B − Alternative inflows of $0.5B • Quarterly gross sales of $26.7B Global Distribution • Quarterly net sales of $2.2B Investment • 68% (3yr) and 67% (5yr) of strategy AUM beat benchmarks Performance2 • 63% (3yr) and 74% (5yr) of long-term US fund assets beat Lipper category averages • On May 28, 2020, ClearBridge launched Legg Mason's first exchange-traded fund (ETF) using the semi-transparent technology of Precidian Investments LLC, ActiveShares®. The ClearBridge Focus Value ETF (CFCV) is a series of Other Legg Mason's ActiveShares® ETF Trust. • On July 17, 2020, Franklin Templeton and Legg Mason announced that all conditions to the closing of its merger with Franklin Resources, Inc. have been satisfied and is scheduled to close on July 31, 2020. Our strategic restructuring efforts reached 104% of our targeted annualized run-rate savings.  Cumulative realized savings of $84 million.  Total costs to achieve of $88 million significantly below our prior forecasted range. 1 See appendix for GAAP reconciliation. 2 See appendix for details regarding strategy performance. Includes open-end, closed-end, and variable annuity funds. Source: Lipper Inc. Past performance is no guarantee of future results. The information shown above does not reflect Page 3 the performance of any specific fund. Individual fund performance will differ.

Affiliate Flows and Unfunded Wins/Committed Uncalled Capital 1  The pipeline of new opportunities remains healthy across asset classes and strategies.  Unfunded wins and committed uncalled capital of $10.4 billion. 1 Realizations represent investment manager-driven distributions primarily related to the sale of assets. Realizations are specific to our alternative managers and do not include client-driven distributions (e.g. client requested redemptions, liquidations or asset transfers). 2 EnTrust Global reports total assets of $18.2B, which includes ending AUM, ending AUA, committed uncalled capital, and unfunded wins. Affiliates ordered by contribution to annual pre-tax earnings less noncontrolling interest. Page 4 Legg Mason ending AUM includes other entities not shown with ending AUM of $1.6B and LT Flows of $0.1B.

Drivers of Quarterly Long-Term Flows Equity Fixed Income Alternative AUM Flows AUM Flows AUM Flows ($B) ($B) ($B) ($B) ($B) ($B) Large Cap 82.7 0.7 Core Plus 106.0 1.9 Real Estate 56.2 0.5 Enhanced Liquidity 7.7 0.5 Real Assets 0.7 0.1 CLO 5.8 0.5 Inflow Drivers Mid Cap 2.8 (1.3) Global Opportunistic 30.0 (1.6) Hedge Funds 10.1 (0.1) All Cap 24.8 (1.2) Long Duration 48.2 (1.5) TIPS 6.7 (1.0) Global Income 19.5 (0.7) Drivers Outflow Macro Opportunities 13.2 (0.5) Short Duration 8.7 (0.5) Unfunded Wins ($B) Unfunded Wins ($B) Unfunded Wins ($B) Large Cap 0.2 Core Bond 2.4 Alternative Solutions1 0.7 Emerging Markets 0.2 Corporate 2.3 Equity International 0.1 Multi-Sector 0.6 Committed Uncalled Capital ($B) Global Opportunistic 0.5 Alternative Solutions1 1.2 Emerging Markets 0.4 Real Estate 0.6 Mortgage-Backed Securities 0.3 Total Committed Uncalled 1.8 Intermediate 0.2 Capital Total Equity 0.8 Total Fixed Income 7.1 Total Alternative 2.5 Uncalled Capital Uncalled % of Total Unfunded Wins and % of Total Unfunded Wins and % of Total Unfunded Wins and 8% 68% 24% Unfunded Wins/ Committed Committed Unfunded Wins/ Committed Uncalled Capital Committed Uncalled Capital Committed Uncalled Capital  Unfunded wins and committed uncalled capital asset class mix of 68% from fixed income, 24% from alternatives, and 8% from equities. 1 Alternative Solutions include strategic partnerships and commingled funds. Page 5

Global Distribution Update1 Distribution Highlights ($ Billions) F1Q21 F4Q20 F1Q20 Gross Sales1:  Gross sales of $26.7B for F1Q21 US $22.8 $23.2 $17.4  Down $1.0B or 4% from F4Q20 Int'l 3.9 4.5 5.0 Total $26.7 $27.7 $22.4  Net Sales of $2.2B for F1Q21 1  Up $7.9B from F4Q20 Net Sales :  Quarterly global redemption rate of 29% US $2.7 ($4.1) $2.8  Record gross sales for first half of calendar year Int'l ( 0.5) ( 1.6) 1.2 Total $2.2 ($5.7) $4.0 Quarterly Gross and Net Sales Trends ($B) Total Long-Term Assets by Vehicle ($B) % Mix % Mix $334 $362 $35 US Gross Sales Int. Gross Sales Net Sales $400 $339 6/20 $302 3/17 $318 $13 $30 27.7 26.7 $10 $9 4% $11 $43 12% 22.4 22.4 4.5 $8 $25 21.4 21.6 3.9 $300 3% $44 $44 18.9 $37 $35 10% 17.4 17.6 4.3 $43 14% $28 $33 $20 4.0 5.0 5.1 $32 $25 5.6 4.0 8% $91 25% $15 4.1 $78 $83 $200 $66 $80 $10 23.2 22.8 22% 17.4 17.4 18.1 16.5 $34 9% 13.6 $41 $36 $30 $5 13.3 13.3 $36 12% $100 $0 $146 40% 2.5 4.0 2.6 1.6 2.2 $124 41% $133 $134 $128 0.1 -$5 (1.4) -$10 (6.5) (5.7) $0 3/17 3/18 3/19 3/20 6/20 -$15 Jun 18 Sep 18 Dec 18 Mar 19 Jun 19 Sep 19 Dec 19 Mar 20 Jun 20 US Funds Int'l Funds US Retail SMA Int'l SMA Sub-Advised Other  F1Q21 gross sales of $26.7 billion compared to $27.7 billion in F4Q20.  Quarterly net sales of $2.2 billion compared to net redemptions of $5.7 billion in F4Q20.  Redemption rate of 29% reflected challenging market conditions.  Long-term assets increased to $362 billion, largely driven by market appreciation. 1 Assets Under Advisement are included in long-term assets, gross sales and net sales. Net sales equals gross sales Page 6 less redemptions. As of June 30, 2020 the impact of AUA was immaterial.

Financial Highlights First Quarter Quarters Ended Financial Results Jun Mar Jun (Amounts in millions, except per share amounts) 2020 2020 2019 Operating Revenues $ 666.2 $ 719.6 $ 705.4 Operating Expenses 598.5 553.3 621.4 Operating Income 67.7 166.3 83.9 Operating margin 10.2% 23.1% 11.9% Adjusted operating margin2 22.1% 25.8% 21.6% Net Income1 $ 49.4 $ 64.2 $ 45.4 Net Income Per Share - Diluted1 0.54 0.70 0.51 Adjusted Net Income2 65.4 93.2 67.0 Adjusted Earnings Per Share - Diluted2 0.71 1.02 0.75  Operating revenues decreased $53 million, or 7% quarter-over-quarter, driven by a decrease in average long-term AUM and lower performance fees.  Non-pass through performance fees of $4.6 million were above forecast.  Performance fee-eligible portfolio remains well diversified.  Quarterly GAAP and cash tax rates of 20% and 6%, respectively, for the quarter.  At June 30, 2020, cash position was $932 million and seed investments totaled $211 million.  On July 21, 2020, repaid the outstanding balance on the credit facility of $250 million. 1 Net Income Attributable to Legg Mason, Inc. 2 See appendix for GAAP reconciliation. Page 7

Assets Under Management by Asset Class $800 42 9% 9% 9% 9% 10% 28% $600 26% 25% 39 39 bps 27% 22% 38 bps 37 bps 37 bps 37 bps 36 bps 36 bps 36 bps $400 36 34 bps Ending AUM ($B) Ending AUM 55% 56% $200 33 58% 57% 56% Yield (bps) Revenue Oeprating 8% 9% 8% 10% 9% $0 30 Jun 18 Sep 18 Dec 18 Mar 19 Jun 19 Sep 19 Dec 19 Mar 20 Jun 20 1 Liquidity Fixed Income Equity Alternative Operating Revenue Yield Ending AUM Long-term $685 $693 $654 $690 $714 $719 $740 $656 $713 Total $745 $755 $727 $758 $780 $782 $804 $731 $783  AUM increased $52.6 billion, or 7%, from the prior quarter due to market appreciation and FX, partially offset by outflows in liquidity and long-term AUM.  Operating revenue yield declined reflecting the mix shift from average long-term AUM to liquidity AUM.  Average AUM decreased 2% from the prior quarter driven by a decline in equity of 6%, fixed income of 3% and alternatives of 2%, partially offset by an increase in liquidity of 13%. 1 Operating revenue yield equals total operating revenues less performance fees divided by average AUM. Page 8 See appendix for supporting detail by asset class.

Operating Expenses $640 $53 ($8) $620 ($14) $598 $600 $580 $14 $ in Millions $ $560 $553 $540 $520 Mar Qtr Restructuring Costs¹ MTM on Deferred D&S Expense Other Jun Qtr Comp and Seed Inv  Operating expenses increased $45 million on a sequential basis, driven by a $52 million increase in compensation & benefits largely due to gains on investments in deferred compensation plans during the current quarter (compared to losses in the prior quarter).  D&S expense declined $8 million largely due to lower average AUM.  Other expenses decreased largely due to lower “business as usual” spend related to T&E, advertising, and conferences. 1 Restructuring costs includes strategic restructuring costs of $8.0M and merger related costs of $22.9M in the current quarter and strategic restructuring costs of $3.7M and merger related costs of $13.3M in the prior quarter. Page 9

Compensation and Benefits % of % of $ 1 1 Jun Qtr Net Rev. Mar Qtr Net Rev. Change Salary, incentives and benefits$ 324.5 57%$ 323.9 53%$ 0.6 Restructuring Costs2 1.9 0% 4.6 0% (2.7) MTM on deferred comp and seed inv 20.0 4% (32.5) (5%) 52.5 Comp and benefits (ex pass through fees) 346.4 61% 296.0 48% 50.4 Clarion pass through performance fees 6.8 8.3 (1.5) Total Compensation and Benefits$ 353.2 $ 304.3 $ 48.9  Salary, incentives, and benefits increased from the prior quarter largely due to seasonal accelerated deferred compensation and the compensation impact of lower non-compensation expenses at revenue-share affiliates, partially offset by the compensation impact of lower net revenue.  Quarterly compensation ratio of 57%, up from the prior quarter. 1 Net Revenue is equal to Adjusted Operating Revenues. See appendix for GAAP reconciliation. 2 Includes strategic restructuring costs, merger related costs, and affiliate charges. Page 10

Adjusted Operating Margin $800 35% 30% $700 25% 26.5% 25.8% 24.5% 25.0% 23.0% 22.1% 21.6% 22.1% 20% $600 20.4% 15% 10% $500 Average AUM ($B) AUM Average Adjusted MarginOp Adjusted 5% $400 0% Jun 18 Sep 18 Dec 18 Mar 19 Jun 19 Sep 19 Dec 19 Mar 20 Jun 20 Avg AUM Adjusted Operating Margin  Adjusted operating margin for the quarter decreased 3.7% primarily due to lower net revenue, driven by lower long-term average AUM and non-pass through performance fees, and higher seasonal compensation, partially offset by lower “business as usual” spend including T&E, advertising and conferences. Page 11 See appendix for GAAP reconciliation.

First Quarter Adjusted Earnings Per Share Roll Forward GAAP GAAP EPS $0.70 EPS $0.54 $1.10 $1.02 $0.22 $1.00 $0.90 $0.10 $0.80 $0.07 $0.03 EPS $0.03 $0.71 $0.70 $0.60 $0.50 Mar Qtr Lower Net Seasonal Comp BAU Spend Interest Tax Jun Qtr Adj EPS Revenue Adj EPS  GAAP EPS decreased $0.16 to $0.54 largely due to lower net revenue, higher strategic restructuring and merger related charges, and seasonal compensation, partially offset by gains on investments not offset by compensation and hedges (compared to losses in the prior quarter), lower GAAP tax rate, and lower “business as usual” spend.  Adjusted EPS declined $0.31 from lower net revenue, seasonal compensation, higher net interest expenses, and a higher adjusted tax rate, partially offset by lower “business as usual” spend. Page 12 See appendix for GAAP reconciliation.

Appendix

Appendix - Asset & Revenue Diversification Fixed Operating Equity Alternative Liquidity Total AUM Income Revenue AUM by Domicile: US 67% 89% 86% 52% 73% 78% Non US 33% 11% 14% 48% 27% 22% Total AUM 57% 25% 9% 9% 100% Operating Revenue 42% 38% 16% 4% 100% Asset data as of June 30, 2020 and operating revenue data for the quarter ended June 30, 2020. Page 14

Appendix - Operating Revenue Yield by Asset Class1 Yield (bps) Jun 18 Sep 18 Dec 18 Mar 19 Jun 19 Sep 19 Dec 19 Mar 20 Jun 20 Alternative 63 61 59 60 60 58 58 58 56 Equity 61 60 59 58 58 57 56 58 55 Fixed Income 28 27 27 27 26 26 26 26 25 Liquidity 13 14 13 14 14 14 14 14 15 1 Operating revenue yield equals total operating revenues less performance fees divided by average AUM. Page 15

Appendix - First Quarter Adjusted EBITDA1 Roll Forward Cash Provided By (Used In) Mar 20 Qtr Jun 20 Qtr Operating Activities, $183.5 ($211.5) GAAP $250 $16.0 $115.3 $207.5 $200 $150 ($29.4) $100 $78.8 $50 $ in Millions $0 Mar 20 Qtr Q4 Items Net Change in Adjusted EBITDA Q1 Items Jun 20 Qtr  Adjusted EBITDA decreased primarily due to realized losses on investments in the current period as compared to realized gains on investments in the prior period and lower net revenue, partially offset by lower “business as usual” spend.  F4Q20 and F1Q21 items include strategic restructuring costs, merger related costs and affiliate charges ultimately settled in cash. 1 See page 22 for GAAP reconciliation. Page 16

Appendix – Investment Performance % of Strategy AUM beating Benchmark1 % of Long-Term U.S. Fund Assets beating Lipper Category Average2 68% 87% 10 Yr 71% 10 Yr 88% 85% 69% 84% 72% 5 Yr 73% 5 Yr 71% 74% 67% 66% 83% 3 Yr 3 Yr 34% 61% 63% 68% 72% 75% 1 Yr 60% 1 Yr 33% 57% 59% 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% Jun 19 Mar 20 Jun 20 Jun 19 Mar 20 Jun 20 1 See last page for details regarding strategy performance. 2 Includes open-end, closed-end, and variable annuity funds. Source: Lipper Inc. Past performance is no guarantee of future results. The information shown above does not reflect the performance of Page 17 any specific fund. Individual fund performance will differ.

Appendix – Additional Investment Performance Detail % of Strategy AUM Beating Benchmark1 June 30, 2020 March 31, 2020 June 30, 2019 1-Year 3-Year 5-Year 1-Year 3-Year 5-Year 1-Year 3-Year 5-Year Total (includes liquidity) 57% 68% 67% 33% 34% 71% 75% 83% 84% Equity: Large cap 17% 24% 13% 21% 21% 56% 60% 49% 65% Small cap 67% 73% 80% 77% 64% 69% 74% 68% 40% Total Equity (includes other equity) 62% 62% 70% 68% 58% 65% 61% 56% 48% Fixed Income: US taxable 74% 99% 95% 6% 9% 90% 97% 99% 95% US tax-exempt 0% 0% 0% 0% 0% 0% 0% 100% 100% Global taxable 45% 35% 50% 30% 33% 35% 45% 92% 86% Total Fixed Income 62% 76% 78% 13% 15% 69% 77% 97% 92% Total Alternative2 78% 90% 79% 93% 93% 90% 98% 84% 98% 1 See last page for details regarding strategy performance. Past performance is no guarantee of future results. The information shown above does not reflect the performance of any specific fund. Individual fund performance will differ. 2 Alternative assets include AUM managed by Clarion Partners and RARE Infrastructure totaling three funds. Page 18

Appendix – Additional Investment Performance Detail % of Long-Term U.S. Fund Assets beating Lipper Category Average1 June 30, 2020 March 31, 2020 June 30, 2019 1-Year 3-Year 5-Year 1-Year 3-Year 5-Year 1-Year 3-Year 5-Year Total (excludes liquidity) 59% 63% 74% 60% 61% 73% 72% 66% 72% Equity: Large cap 27% 39% 70% 40% 41% 75% 70% 42% 70% Small cap 79% 73% 80% 70% 65% 71% 75% 76% 76% Total Equity (includes other equity) 41% 48% 72% 47% 47% 72% 72% 51% 72% Fixed Income: US taxable 88% 92% 92% 86% 88% 92% 93% 95% 91% US tax-exempt 16% 8% 6% 10% 6% 5% 10% 28% 24% Global taxable 53% 48% 43% 45% 42% 38% 41% 76% 32% Total Fixed Income 75% 76% 76% 70% 71% 73% 73% 81% 73% Total Alternative2 77% 77% N/A 58% 100% N/A 18% 24% 0% 1 Includes open-end, closed-end, and variable annuity funds. Source: Lipper Inc. Past performance is no guarantee of future results. The information shown above does not reflect the performance of any specific fund. Individual fund performance will differ. 2 Page 19 Alternative assets include AUM managed by Clarion Partners and RARE Infrastructure totaling three funds.

Appendix – GAAP Reconciliation Adjusted income1 Quarters Ended June March June ($ millions) 2019 2020 2020 Net Income (Loss) Attributable to Legg Mason, Inc. $ 45.4 $ 64.2 $ 49.4 Plus (less): Restructuring costs: Strategic restructuring and merger related charges 32.9 17.0 31.0 Affiliate charges 1.2 0.7 0.5 Amortization of intangible assets 5.4 5.6 5.5 Gains and losses on seed and other investments not offset by compensation or hedges (6.4) 12.6 (8.1) Acquisition and transition-related costs - - 0.6 Contingent consideration fair value adjustments (1.2) 0.3 - Income tax adjustments2: Impacts of non-GAAP adjustments (8.6) (9.7) (8.3) Other tax items (1.7) 2.5 (5.2) Adjusted Net Income $ 67.0 $ 93.2 $ 65.4 Net Income (Loss) Per Diluted Share Attributable to Legg Mason, Inc. Shareholders $ 0.51 $ 0.70 $ 0.54 Plus (less), net of tax impacts: Restructuring costs: Strategic restructuring and merger related charges 0.27 0.14 0.24 Affiliate charges 0.01 - - Amortization of intangible assets 0.04 0.05 0.04 Gains and losses on seed and other investments not offset by compensation or hedges (0.05) 0.10 (0.06) Acquisition and transition-related costs - - 0.01 Contingent consideration fair value adjustments (0.01) - - Other tax items (0.02) 0.03 (0.06) Adjusted Earnings per Diluted Share $ 0.75 $ 1.02 $ 0.71 1 See explanations for Use of Supplemental Data as Non-GAAP Financials information in earnings release. 2 Page 20 The non-GAAP effective tax rates for the quarters ended June 30,2019, March 31, 2020 and June 30, 2020 were 27.0%, 24.6% and 28.0%, respectively.

Appendix – GAAP Reconciliation Adjusted Operating Margin1 ($ millions) Jun 18 Sep 18 Dec 18 Mar 19 Jun 19 Sep 19 Dec 19 Mar 20 Jun 20 Operating Revenues, GAAP basis $ 747.9 $ 758.4 $ 704.3 $ 692.6 $ 705.4 $ 743.3 $ 753.9 $ 719.6 $ 666.2 Plus (less): Pass through performance fees (12.6) (24.0) (7.4) (5.0) (1.0) (21.9) (10.7) (8.3) (6.8) Operating revenues eliminated upon consolidation of investment vehicles 0.2 0.1 0.2 0.2 0.1 0.1 0.1 - 0.1 Distribution and servicing fees (79.2) (79.1) (72.2) (72.5) (69.9) (67.1) (67.6) (65.8) (59.9) Investment advisory fees (37.4) (35.4) (36.6) (26.8) (34.0) (37.1) (36.7) (34.0) (31.6) Adjusted Operating Revenues $ 618.9 $ 620.0 $ 588.3$ 588.5 $ 600.6 $ 617.3 $ 639.0$ 611.5 $ 568.0 Operating Income (Loss), GAAP basis $ 125.7 $ 135.7 $ (236.4) $ 78.1 $ 83.9 $ 125.0 $ 130.0 $ 166.3 $ 67.7 Plus (less): Restructuring costs: Strategic restructuring and merger related charges 2.8 5.6 5.9 9.4 32.9 19.7 20.9 17.0 30.9 Affiliate charges - - - 9.3 1.2 0.2 0.2 0.7 0.6 Amortization of intangible assets 6.2 6.1 6.1 6.0 5.5 5.4 6.0 5.6 5.5 Gains (losses) on deferred compensation and seed investments, net 1.3 4.0 (10.8) 16.0 7.0 2.9 12.0 (32.5) 20.0 Acquisition and transition-related costs 1.4 - - 1.2 - - - - 0.6 Impairment of intangible assets - - 365.2 - - - - - - Contingent consideration fair value adjustments 0.4 0.1 - - (1.2) - - 0.2 - Charges related to significant regulatory matters 4.0 0.2 - - - - - - - Operating income (loss) of consolidated investment vehicles, net 0.6 0.4 0.3 0.3 0.3 1.3 0.2 0.2 - Adjusted Operating Income $ 142.4 $ 152.1 $ 130.3$ 120.3 $ 129.6 $ 154.5 $ 169.3$ 157.5 $ 125.3 Operating Margin, GAAP basis 16.8% 17.9% (33.6%) 11.3% 11.9% 16.8% 17.2% 23.1% 10.2% Adjusted Operating Margin 23.0% 24.5% 22.1% 20.4% 21.6% 25.0% 26.5% 25.8% 22.1% 1 Page 21 See explanations for Use of Supplemental Data as Non-GAAP Financials information in earnings release.

Appendix - GAAP Reconciliation 1 Adjusted EBITDA Quarters Ended June March June 2019 2020 2020 ($ millions) Cash provided by (used in) operating activities, GAAP basis $ (187.6) $ 183.5 $ (211.5) Plus (less): Interest expense, net of accretion and amortization of debt discounts and premiums$ 28.3 $ 26.6 $ 28.2 Current tax expense (benefit)$ (4.2) $ 0.2 $ 4.9 Net change in assets and liabilities$ 303.1 $ (43.4) $ 378.2 Net change in assets and liabilities of consolidated investment vehicles$ (13.0) $ 31.1 $ (101.3) Net income attributable to noncontrolling interests$ (16.2) $ (11.2) $ (5.7) Net gains (losses) and earnings on investments$ 6.7 $ 19.5 $ (11.8) Net gains (losses) on consolidated investment vehicles$ 9.6 $ 1.3 $ (2.2) Other $ (0.3) $ (0.1) $ - Adjusted EBITDA $ 126.4 $ 207.5 $ 78.8 1 Page 22 See explanations for Use of Supplemental Data as Non-GAAP Financials information in earnings release.

Appendix – 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 88% of total AUM is included in strategy AUM as of June 30, 2020, 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. Page 23

XML

Document and Entity Information Document	Jul. 27, 2020
Cover Page [Abstract]
Entity Central Index Key	0000704051
Document Type	8-K
Document Period End Date	Jul. 27, 2020
Entity Registrant Name	Legg Mason, Inc.
Entity Incorporation, State or Country Code	MD
Entity File Number	1-8529
Entity Tax Identification Number	52-1200960
Entity Address, Address Line One	100 International Drive
Entity Address, City or Town	Baltimore
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	21202
City Area Code	410
Local Phone Number	539-0000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $0.10 par value
Trading Symbol	LM
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Amendment Flag	false