Notes to the Financial Statements
December 31, 2020
1. DESCRIPTION OF THE PLAN
The following description of The Western Asset Management 401(k) Plan (the Plan) provides only general information. Participants should refer to the Plan agreement for a complete description of the Plan’s provisions.
General
The Western Asset Management 401(k) Plan and Trust was established effective January 1, 2011. Effective October 31, 2013, the Plan was amended to change the Plan name to The Western Asset Management 401(k) Plan. The Plan is a defined contribution plan covering substantially all U.S. employees of Western Asset Management Company, LLC (the Company), formerly Western Asset Management Company, with the exception of, non-resident aliens, those subject to collective bargaining agreements, and leased and temporary employees. An employee becomes eligible to participate in the Plan after completing 1 hour of service. The Company is a wholly owned subsidiary of Legg Mason, Inc. (Legg Mason). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA) and was most recently amended and restated effective January 1, 2019.
On February 17, 2020, Legg Mason entered into an Agreement and Plan of Merger (“the Merger Agreement” with Franklin Resources, Inc. (“Franklin Templeton”) and Alpha Sub, Inc. (“Merger Sub”) a wholly subsidiary of Franklin Templeton.
Pursuant to the Merger Agreement, Legg Mason was merged into Merger Sub, with Legg Mason continuing as the surviving corporation, and a wholly owned subsidiary of Franklin Templeton. Also, each outstanding share of common stock of Legg Mason was converted into the right to receive from Franklin Templeton, $50.00 in cash. The transaction closed during July 2020.
Participant Contributions
Contributions by employees are voluntary and may be composed of all or any of the following:
A.A rollover of accumulated deductible employee contributions as contemplated by Section 408(d) (3) of the Internal Revenue Code (the Code). Effective January 1, 2018, a former employee may rollover funds from a qualified plan into the Plan.
B.A voluntary pre- and post-tax compensation deferral whereby the participant elects to defer amounts that then would be contributed by the Company to the Plan. After-tax contributions can be converted to the participant’s Roth account, which is a separate account maintained for such contributions. Participant contributions may not exceed the maximum allowable contribution under the Code. The maximum allowable contribution totaled $19,500 for the year ended December 31, 2020. Participants who have attained age 50 before the end of the Plan year may make additional catch-up contributions, subject to limitations imposed by the Code.
C.Prior to January 1, 2017, newly hired employees were automatically enrolled into the Plan with a 3% deferral rate that increases by 1% each year on their anniversary date and caps at 6%. Effective January 1, 2017, newly hired employees are automatically enrolled in the Plan with a 5% deferral rate that increases by 1% each year on their anniversary and caps at 8%. Existing employees have the option to also elect the “automatic enrollment” feature. New hires that decide they do not want to automatically enroll have the option to change their deferral percentage or unwind their contributions within 90 days from their original eligibility date.
Company Contributions
The Company, in accordance with the Plan document, has agreed to make a matching contribution of 100% of employee deferrals on the first 5% of employee qualified earnings. The Company match is primarily contributed to the Plan on a per payroll basis, however, the Plan also allows for a true-up provision at the end of the Plan year in accordance with Plan guidelines. Company matching contributions for the year ended December 31, 2020 totaled $5,679,513.
Additionally, the Company may make discretionary profit sharing contributions to the Plan. The Company did not make a discretionary profit sharing contribution for 2020.
Participant Accounts
Each participant’s account is participant and self-directed and credited with the participant’s contributions and an allocation of (a) the Company’s contributions and (b) Plan earnings/losses, and charged with administrative expenses. Allocations are based on participant earnings or account balances, as defined in the Plan. The benefit to which a participant is entitled is the amount that has accumulated and vested in a participant’s account. The Plan allows an investment option of self-directed brokerage accounts.
Vesting
Participants are immediately vested in deferral contributions, rollover contributions, and income earned thereon. Vesting in Company matching contributions and discretionary profit sharing contributions is based on years of continuous service as presented in the following chart:
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Years of Service
|
|
Percentage
Vested
|
|
0
|
|
0%
|
|
1
|
|
20%
|
|
2
|
|
40%
|
|
3
|
|
60%
|
|
4
|
|
80%
|
|
5
|
|
100%
|
A participant’s account becomes 100% vested in discretionary profit sharing contributions and matching Company contributions, regardless of years of service, at age 62 or in the event of permanent disability, death, or by reason of, and as part of, a Plan termination.
Forfeitures
Terminating participants of the Plan are paid the current value of the vested balance in their Plan account upon request and as soon as administratively feasible. Unvested amounts are forfeited and are used to pay Plan expenses, reduce Company contributions, or are allocated to Plan participants as an additional Company contribution. As of December 31, 2020 and 2019, unallocated forfeitures totaled $128,788 and $43,168, respectively. During 2020, forfeitures totaling $12,823 and $27,331 were used to reduce Company contributions and pay Plan expenses, respectively, and there were no forfeitures re-allocated to Plan participants.
Payment of Benefits
Benefit payments are available to participants upon termination of employment, retirement, death, attainment of age 59 ½ or disability. Participants that have not reached 59 ½ but have 60 months of service may withdraw his or her vested Company contribution and pre-merger accounts. Also, participants may withdraw funds rolled into the Plan at any time. Participants are entitled to a benefit equal to the vested portion of their account which will be distributed in the form of a lump sum payment unless the participant elects another option, as provided by the Plan. Upon termination of service, participants with vested account balances of less than $5,000 will be automatically transferred to an IRA if a distribution election is not made. Upon proof, to the satisfaction of the Plan administrator, of an immediate and heavy financial need, amounts contributed by the participant may be withdrawn for a hardship purpose. Distributions are subject to the applicable provisions of the Plan agreement. Certain income taxes and penalties may apply to withdrawals or distributions prior to age 59 ½. There were net assets of the Plan totaling $0 and $997,802 , respectively, allocated to the accounts of participants who had elected to withdraw from the Plan that had not received such distributions as of December 31, 2020 and 2019.
Notes Receivable from Participants
Participants may borrow up to 50% of their vested account balance, in amounts of at least $1,000 but not more than $50,000 less the highest outstanding note balance during the preceding twelve months. Three notes may be outstanding at any given time. The notes are collateralized by the vested balance in the participant’s account. Notes accrue interest at a rate commensurate with prevailing market rates at the time of loan issuance as determined by the Plan. The Company has the authority to deny participant notes to any director or executive officer to the extent necessary to conform to the Sarbanes Oxley Act of 2002. The Company has the right to discontinue the policy of extending notes to participants; however, it may not affect the terms or provisions of any notes outstanding at that time.
Plan Expenses
Administrative and operational expenses of the Plan are to be paid by the Trustee with Plan assets, unless the Company elects to pay them. For the year ended December 31, 2020, the majority of expenses of the Plan were paid with Plan assets, none of which were paid by the funds’ revenue sharing arrangements with Merrill Lynch through an allocation of the Plan’s ERISA Account/Budget. ERISA accounts represent a compromise made by Plan sponsors that do not want to pay Plan expenses themselves, however, want to ensure the participant fees are reasonable. The accounts are used to re-distribute excess Plan paid expenses to pay other expenses of the Plan. Such expenses are often indirect compensation in nature and are captured as a component of net appreciation (depreciation) in the accompanying statement of changes in net assets available for benefits. Loan and distribution fees are paid by the Plan and its participants. Investment related expenses are included in net appreciation (depreciation) in the fair value of investments. Approximately $77,000 was reallocated to Plan participants from the ERISA account during the year ended December 31, 2020. The available balance of the ERISA account as of December 31, 2020 and 2019 totaled $1,053 and $986, respectively.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The financial statements of the Plan are prepared on the accrual basis of accounting.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of additions to and deductions from Plan assets during the reporting period. Actual results could differ from those estimates.
Recently Adopted Accounting Pronouncement
In August 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2018-13, Changes to the Disclosure Requirements for Fair Value Measurement. ASU 2018-13 eliminates, amends and adds disclosure requirements relating to fair value reporting. ASU 2018-13 is effective for fiscal years beginning after December 15, 2019 for all entities, with early adoption permitted only for eliminated and modified disclosure requirements. All changes should be prospectively applied to all periods presented. Management adopted ASU 2018-13 during the year ended December 31, 2020, which did not result in any change to fair value disclosures.
Risks and Uncertainties
The Plan provides for investments in financial instruments that are exposed to risks, such as interest rate, credit and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities may occur in the near term and that such changes could materially affect the amounts reported in the statements of net assets available for benefits.
Investment Valuation and Income Recognition
Investments are reported at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation (depreciation) includes the Plan’s gains and losses on investments bought and sold as well as held during the year.
Fair Value Measurements
FASB Accounting Standards Codification (ASC) ASC 820, Fair Value Measurement, defines fair value and establishes a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC 820 are described below:
Level 1 Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access.
Level 2 Inputs to the valuation methodology include:
•Quoted prices for similar assets or liabilities in active markets;
•Quoted prices for identical or similar assets or liabilities in inactive markets;
•Inputs other than quoted prices that are observable for the asset or liability;
•Inputs that are derived principally from or corroborated by observable market data by correlation or other means.
If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.
Level 3 Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
The asset’s or liability’s fair value measurement level within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.
The following is a description of the valuation methodologies used for assets measured at fair value:
Interests in registered investment companies: Valued at the closing price reported in the active market in which the funds are traded.
Unitized fund: Invested in Legg Mason common stock which is unitized and valued at the closing price of shares held by the Plan at year-end. Legg Mason common shares within the accounts were traded on an active market.
Money market: Valued at amortized cost plus accrued interest, which approximates fair value.
Interests in common/collective trusts: Valued at the NAV of shares held by the Plan at year-end.
Participant self-directed brokerage: Invested in publicly traded common stock, corporate bonds, and registered investment companies valued at the closing price of shares held by the Plan at year-end. Also, self-directed brokerage accounts have cash and certificates of deposit, which are valued at amortized cost, which approximates fair value. Individual securities within the accounts are traded on an active market.
The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain instruments could result in a different fair value measurement at the reporting date. There have been no changes in the methodologies used at December 31, 2020 and 2019.
The following table sets forth by level, within the fair value hierarchy, the Plan’s investments at fair value as of December 31, 2020:
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|
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|
Level 1
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|
Level 2
|
|
Level 3
|
|
Total
|
|
Interests in registered investment companies
|
|
$
|
159,793,416
|
|
$
|
—
|
|
$
|
—
|
|
$
|
159,793,416
|
|
Money market
|
|
20,230,068
|
|
—
|
|
—
|
|
20,230,068
|
|
Participant self-directed brokerage
|
|
24,863,599
|
|
—
|
|
—
|
|
24,863,599
|
|
Total investments in the fair value hierarchy
|
|
204,887,083
|
|
—
|
|
—
|
|
204,887,083
|
|
Unitized Fund (a)
|
|
n/a
|
|
n/a
|
|
n/a
|
|
—
|
|
Interests in common/collective investment trusts (a)
|
|
n/a
|
|
n/a
|
|
n/a
|
|
108,068,003
|
|
Total investments, at fair value
|
|
$
|
204,887,083
|
|
$
|
—
|
|
$
|
—
|
|
$
|
312,955,086
|
The following table sets forth by level, within the fair value hierarchy, the Plan’s investments at fair value as of December 31, 2019:
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|
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|
|
|
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|
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Interests in registered investment companies
|
|
$
|
137,232,908
|
|
$
|
—
|
|
$
|
—
|
|
$
|
137,232,908
|
|
Money market
|
|
15,664,599
|
|
—
|
|
—
|
|
15,664,599
|
|
Participant self-directed brokerage
|
|
17,228,727
|
|
—
|
|
—
|
|
17,228,727
|
|
Total investments in the fair value hierarchy
|
|
170,126,234
|
|
—
|
|
—
|
|
170,126,234
|
|
Unitized Fund (a)
|
|
n/a
|
|
n/a
|
|
n/a
|
|
1,889,935
|
|
Interests in common/collective investment trusts (a)
|
|
n/a
|
|
n/a
|
|
n/a
|
|
90,656,742
|
|
Total investments, at fair value
|
|
$
|
170,126,234
|
|
$
|
—
|
|
$
|
—
|
|
$
|
262,672,911
|
(a) In accordance with ASC 820-10, certain investments that were measured at net asset value per share as a practical expedient (or its equivalent) have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the line items presented in the statements of net assets available for benefits.
The Plan adopted the updated generally accepted accounting principles (GAAP) valuation standard related to investments in certain entities that do not have a readily determined fair value. This guidance allows the fair value measurements for these funds’ investments to be based on reported net asset value (NAV) as a practical expedient if certain criteria are met and establishes additional disclosures related to these investments. The Plan’s investments in the unitized fund and the common/collective trusts are valued as a practical expedient based on the reported unit value as of year-end. Due to the nature of these investments, the redemption frequency is daily and there are no redemption notices or unfunded commitments. The practical expedient is used for valuation, unless it is probable that the Plan will sell a portion of the investment at an amount different from the net asset value.
Payment of Benefits
Benefits are recorded when paid.
Notes Receivable from Participants
Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. There were no allowances for credit losses as of December 31, 2020 or 2019. Delinquent notes are treated as distributions based on the terms of the Plan agreement.
Subsequent Event
The Plan evaluated for disclosure any subsequent events through the report issuance date and determined there were no material events that warrant disclosure.
3. INCOME TAX STATUS
The Internal Revenue Service (IRS) has determined and informed the Company by a determination letter, dated July 10, 2013, that the Plan and related trust are designed in accordance with applicable sections of the Code. Although the Plan has been amended since receiving the determination letter, the Plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the Code. Therefore, no provision for income taxes has been included in the Plan’s financial statements.
ASC 740, Income Taxes, prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return as well as guidance on de-recognition, classification, interest and penalties and financial statement reporting disclosures. For these benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. As the Plan is tax exempt and has no unrelated business income, these provisions of ASC 740 do not have an impact on the Plan’s financial statements. The Plan recognizes interest and penalties accrued on any unrecognized tax exposures as a component of income tax expense. The Plan does not have any amounts accrued relating to interest and penalties as of December 31, 2020 and 2019.
4. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants would become 100% vested in their accounts.
5. OTHER MATTERS
Through July 2020 (Note 1), the Plan invested in shares of Legg Mason, Inc. common stock unitized fund, which qualified as a party-in-interest transaction. The shares of common stock held by the unitized Legg Mason Common Stock Fund are held by Merrill Lynch and were retired in July 2020 in accordance with consummation of the Franklin Templeton transaction.
Sales of 80,643 units with aggregate proceeds of $1,898,545, and purchases of 3,545 units with an aggregate purchase price of $112,939 of the Legg Mason Common Stock Fund were made during 2020. There were no holdings at December 31, 2020 and the market value of the Legg Mason Common Stock Fund at December 31, 2019 was $1,889,935 (77,098 units).
Prior to July 2020 and following the transaction, Legg Mason Investor Services serves as distributor for the Western Asset funds held by the Plan. Additionally, certain affiliated participating and non-participating companies act as manager or investment advisor for the Western Asset funds. The Western Asset funds in the Plan qualify as a party-in-interest transaction.
The Plan invests in shares of funds managed by Bank of America, N.A., the Custodian of the Plan. The Plan allows participants to take out loans against their vested account balances. The Company provides the Plan with certain accounting and administrative services for which no fees are charged. All such transactions qualify as party-in-interest transactions, which are exempt from the prohibited transaction rules.
6. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
Benefits that have been processed and approved for payment at year-end, but not yet paid, are not considered liabilities under GAAP. However, such benefits must be reported on Form 5500 in accordance with IRS guidelines.
The following is a reconciliation of net assets available for benefits reported on the financial statements to the Form 5500 as of December 31,:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020
|
|
2019
|
|
Net assets available for benefits reported on the financial statements
|
|
$
|
315,394,233
|
|
|
$
|
265,324,676
|
|
|
Distributions payable reported on the Form 5500 not on the financial statements
|
|
—
|
|
|
(997,802)
|
|
|
Net assets available for benefits reported on the Form 5500
|
|
$
|
315,394,233
|
|
|
$
|
264,326,874
|
|
The following is a reconciliation of the net increase in net assets available for benefits reported on the financial statements to the Form 5500 for the year ended December 31,:
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|
|
|
|
|
|
|
|
|
|
2020
|
|
Net increase in net assets available for benefits reported on the financial statements
|
|
$
|
50,069,557
|
|
|
Change in distributions payable reported on the Form 5500 not on the financial statements
|
|
997,802
|
|
|
Net increase in net assets available for benefits reported on the Form 5500
|
|
$
|
51,067,359
|
|
7. CORONAVIRUS AID, RELIEF, AND ECONOMIC SECURITY ACT (“CARES ACT”)
In response to the COVID-19 pandemic, the CARES ACT was signed into law in the United States. The Plan elected the provisions of the CARES ACT for the Coronavirus Related Distributions (CRDs) of up to $100,000 per individual for eligible participants impacted by the COVID-19 through December 31, 2020.
SUPPLEMENTAL SCHEDULE PROVIDED
PURSUANT TO THE DEPARTMENT OF LABOR’S
RULES AND REGULATIONS
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