9. Commitments and Contingencies

Legg Mason leases office facilities and equipment under non-cancelable operating leases, and also has multi-year agreements for certain services. These leases and service agreements expire on varying dates through fiscal 2028. Certain leases provide for renewal options and contain escalation clauses providing for increased rentals based upon maintenance, utility and tax increases.

As of June 30, 2017, the minimum annual aggregate rentals under operating leases and service agreements are as follows:



Remaining fiscal 2018	$	96,134
2019	112,339
2020	99,336
2021	90,007
2022	88,201
Thereafter	187,773
Total⁽¹⁾	$	673,790

(1) Includes $611,637 in real estate and equipment leases and $62,153 in service and maintenance agreements.

The minimum rental commitments shown above have not been reduced by $125,444 for minimum sublease rentals to be received in the future under non-cancelable subleases, of which approximately 35% is due from one counterparty. The lease reserve liability, which is included in the table below, for space subleased as of June 30, 2017 and March 31, 2017, was $31,605 and $28,821, respectively. If a sub-tenant defaults on a sublease, Legg Mason may incur operating charges to adjust the existing lease reserve liability to reflect expected future sublease rentals at reduced amounts, dependent on the commercial real estate market at such time.

The minimum rental commitments shown above also include $8,015 for commitments related to space that has been vacated, but for which subleases are being pursued. The related lease reserve liability, also included in the table below, was $5,126 and $10,867 as of June 30, 2017 and March 31, 2017, respectively, and remains subject to adjustment based on circumstances in the real estate markets that may require a change in assumptions or the actual terms of a sublease that is ultimately secured. The lease reserve liability takes into consideration various assumptions, including the expected amount of time it will take to secure a sublease agreement and prevailing rental rates in the applicable real estate markets.

During fiscal 2016 and fiscal 2017, certain office space was permanently vacated in connection with the combination of EnTrust and Permal. During fiscal 2017, the lease related to a portion of this space was terminated, resulting in reductions in the lease reserve liability totaling $4,495. Also during fiscal 2017, a sublease was executed for headquarters space that had been vacated during fiscal 2016, resulting in a $2,700 reduction in the lease reserve liability for terms more favorable than estimated. This activity is reflected in the lease reserve liability in the table below.

The lease reserve liability for subleased space and vacated space for which subleases are being pursued is included in Other current liabilities and Other non-current liabilities in the Consolidated Balance Sheets. The table below presents a summary of the changes in the lease reserve liability:



Balance as of March 31, 2016	$	52,240
Accrued charges for vacated and subleased space ^{(1) (2)}	9,454
Payments, net	(16,531		)
Adjustments and other	(5,475		)
Balance as of March 31, 2017	39,688
Payments, net	(3,273		)
Adjustments and other	316
Balance as of June 30, 2017	$	36,731


(1)	Included in Occupancy expense in the Consolidated Statements of Income


(2)	Includes $9,069 related to the restructuring of Permal for the combination with EnTrust

As of June 30, 2017, Legg Mason had commitments to invest $35,863 in limited partnerships that make private investments. These commitments are expected to be outstanding, or funded as required, through the end of their respective investment periods ranging through fiscal 2029. Also, in connection with the acquisition of Clarion Partners, Legg Mason committed to provide $100,000 of seed capital to Clarion Partners products after the second anniversary of the transaction closing. Legg Mason also committed to contribute up to $5,000 of additional working capital to Financial Guard, to be paid over the two-year period following the acquisition, of which $2,500 has been paid as of June 30, 2017.

As of June 30, 2017, Legg Mason had various commitments to pay contingent consideration relating to business acquisitions. The following table presents a summary of the maximum remaining contingent consideration and changes in the contingent consideration liability for each of Legg Mason's recent acquisitions. See Note 3 for additional details regarding each significant acquisition.



	RARE Infrastructure			Martin Currie			QS Investors			Other⁽²⁾			Total
Acquisition Date	October 21, 2015			October 1, 2014			May 30, 2014			Various
Maximum Remaining Contingent Consideration⁽¹⁾	$	81,426		$	423,075		$	23,400		$	5,506		$	533,407
Contingent Consideration Liability
Balance as of March 31, 2016	$	27,145		$	41,222		$	13,749		$	2,469		$	84,585
Initial purchase accounting accrual	—			—			—			2,000			2,000
Payment	—			—			(6,587		)	—			(6,587		)
Fair value adjustments	(10,000		)	(25,000		)	(2,500		)	(2,000		)	(39,500		)
Foreign exchange and accretion	299			(4,204		)	179			38			(3,688		)
Balance as of March 31, 2017	17,444			12,018			4,841			2,507			36,810
Fair value adjustments	(15,250		)	—			(1,300		)	—			(16,550		)
Foreign exchange and accretion	(66		)	462			42			(1		)	437
Balance as of June 30, 2017	$	2,128		$	12,480		$	3,583		$	2,506		$	20,697
Balance Sheet Classification
Current Contingent consideration	$	—		$	12,480		$	—		$	2,506		$	14,986
Non-current Contingent consideration	2,128			—			3,583			—			5,711
Balance as of June 30, 2017	$	2,128		$	12,480		$	3,583		$	2,506		$	20,697


(1)	Using the applicable exchange rate as of June 30, 2017, for amounts denominated in currencies other than the U.S. dollar.


(2)	Includes amounts related to the acquisition of Financial Guard on August 17, 2016 and PK Investments on December 31, 2015.

In the normal course of business, Legg Mason enters into contracts that contain a variety of representations and warranties and that provide general indemnifications, which are not considered financial guarantees by relevant accounting guidance. Legg Mason’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against Legg Mason that have not yet occurred.

Legg Mason has been the subject of customer complaints and has also been named as a defendant in various legal actions arising primarily from asset management, securities brokerage, and investment banking activities, including certain class actions, which primarily allege violations of securities laws and seek unspecified damages, which could be substantial. In the normal course of its business, Legg Mason has also received subpoenas and is currently involved in governmental and industry self-regulatory agency inquiries, investigations and, from time to time, proceedings involving asset management activities. In accordance with guidance for accounting for contingencies, Legg Mason has established provisions for estimated losses from pending complaints, legal actions, investigations and proceedings when it is probable that a loss has been incurred and a reasonable estimate of loss can be made.

Legg Mason cannot estimate the reasonably possible loss or range of loss associated with matters of litigation and other proceedings, including those described above as customer complaints, legal actions, inquiries, proceedings and investigations. The inability to provide a reasonably possible amount or range of losses is not because there is uncertainty as to the ultimate outcome of a matter, but because liability and damage issues have not developed to the point where Legg Mason can conclude that there is both a reasonable possibility of a loss and a meaningful amount or range of possible losses. There are numerous aspects to customer complaints, legal actions, inquiries, proceedings and investigations that prevent Legg Mason from estimating a related amount or range of reasonably possible losses. These aspects include, among other things, the nature of the matters; that significant relevant facts are not known, are uncertain or are in dispute; and that damages sought are not specified, are uncertain, unsupportable or unexplained. In addition, for legal actions, discovery may not yet have started, may not be complete or may not be conclusive, and meaningful settlement discussions may not have occurred. Further, for regulatory matters, investigations may run their course without any clear indication of wrongdoing or fault until their conclusion.

In management's opinion, an adequate accrual has been made as of June 30, 2017, to provide for any probable losses that may arise from matters for which the Company could reasonably estimate an amount. Legg Mason's financial condition, results of operations and cash flows could be materially affected during a period in which a matter is ultimately resolved. In addition, the ultimate costs of litigation-related charges can vary significantly from period-to-period, depending on factors such as market conditions, the size and volume of customer complaints and claims, including class action suits, and recoveries from indemnification, contribution, insurance reimbursement, or reductions in compensation under revenue share arrangements.

As further described in Note 3, Legg Mason may be obligated to settle noncontrolling interests related to certain affiliates. As of June 30, 2017, affiliate noncontrolling interests, excluding amounts related to management equity plans, aggregated $585,995. In addition, as of June 30, 2017, the estimated redemption value for units under affiliate management equity plans aggregated $72,741. See Notes 8 and 11 for additional information regarding affiliate management equity plans and noncontrolling interests, respectively.