Legg Mason Value Trust Investment Commentary: Fourth Quarter 2007




    BALTIMORE, Feb. 12 /CNW/ --

    
    Fund Performance
    
    Total returns for the Fund for various periods ended December 31, 2007,
are presented below, along with those of a comparative index:


    Average Annual Total Returns and Expense Ratio (%)

    
                                 One   Three  Five   Ten    Since    Expense
                                 Year  Years  Years  Years  Inception  Ratio
    

    
    Primary Class               -6.66  1.33   10.83  7.92   15.07      1.70
    S&P 500 Stock Composite
     Index(*)                      5.49  8.62   12.83  5.91      --        --
    


    
    The performance data quoted represents past performance of the Fund's
    Primary Class and does not guarantee future results. Current performance
    may be lower or higher than the performance data quoted. To obtain the
    most recent month-end information, please visit
    www.leggmason.com/individualinvestors. The investment return and principal
    value of the Fund will fluctuate so that an investor's shares, when
    redeemed, may be worth more or less than the original cost. Calculations
    assume reinvestment of dividends and capital gain distributions.
    Performance would have been lower if fees had not been waived in various
    periods. Performance and expenses of other share classes varies.
    

    
    The expense ratio represents the Fund's total annual operating expenses as
    indicated in the Fund's current prospectus. These expenses include
    management fees, 12b-1 distribution and service fees and other expenses.
    

    
    (*) A market capitalization-weighted index, composed of 500 widely held
      common stocks, that is generally considered representative of the U.S.
      stock market. It is not possible to invest directly in an index.
    

    Portfolio Manager Commentary

    
    Dear Shareholder,
    
    This letter will be short and to the point:  We had a bad 2007, which
followed a bad 2006.
    Over this two-year span, we underperformed the S&P 500 by around 2000
basis points, our worst showing since the two-year period 1989 and 1990, where
we underperformed by 2500 basis points.
    In the 25 years since we started the Value Trust in 1982, we have had six
calendar years of underperformance.  Despite that 19-6 record against the
market, all the losses are painful.  They are also unavoidable and
unpredictable.  It would be great if we could figure out how to never
underperform.  No one has been able to do that, but that does not make it any
less painful.
    I will talk a bit about what caused the results of the last couple of
years, and a bit about how I see the current investment environment. I will
conclude by discussing the situation with Countrywide Financial, which has
been at the epicenter of the present housing turmoil, and offer some thoughts
on Microsoft's bid for Yahoo, one of our substantial holdings.
    About the only advantage of being old in this business is that you have
seen a lot of markets, and sometimes market patterns recur that you believe
you have seen before.  It is not an accident that our last period of poor
performance was 1989 and 1990.  The past two years are a lot like 1989 and
1990, and I think there is a reasonable probability the next few years will
look like what followed those years.
    The late 1980s saw a merger boom similar to what we have experienced the
past few years and a housing boom as well. In 1989, though, the merger boom
came to a halt with the failure of the buyout of United Airlines to be
completed. The buyout boom had been fueled by financial innovation.  Then it
was so-called junk bonds, which had been purchased by many savings and loans
in an attempt to earn higher returns.  Now it is subprime loans repackaged
into structured financial products. The Fed had been tightening credit to
guard against rising inflation, which began to impact housing.  By 1990,
housing was in freefall, the savings and loans were going bankrupt (as the
mortgage companies did in 2007), financial stocks were collapsing, oil prices
were soaring in 1990 due to a war in the Middle East, the economy tipped over
into recession, and the government had to create the Resolution Trust
Corporation to stop the hemorrhaging in the real estate finance markets.
Eerily similar to today, the situation began to stabilize when Citibank got
financing from investors from the Middle East.
    Although the overall market was down only 3% in 1990, we got trounced,
falling almost 17%, the result of our large holdings in financials and other
stocks dubbed "early cycle," and which tend to perform poorly as the economy
is slowing or when it sinks into recession.
    If it were possible to forecast with any degree of accuracy, one might be
able to descry a slowing economy from an examination of economic data, and
perhaps adjust portfolios accordingly. But unfortunately, as I have often
remarked, if it's in the newspapers, it's in the price.  The process works the
other way: stocks are a leading indicator, so first they go down and then the
data comes in.
    In 2007, financial stocks began to decline in early February, before the
market corrected in March. They then rallied into May, began a slow decline
that culminated in an intermediate bottom in August when the Fed lowered the
discount rate, rallied into early October, and then began the precipitous fall
that appears to have made a bottom around the third week of January.  The
decline in financials reflected the freezing up of credit markets that began
in August and which still persists, and was followed by a steep drop in
consumer stocks in November that also may have seen their worst days now that
the Fed has begun to aggressively cut rates.
    All of this was accompanied by the decline in the housing stocks, which
fell almost continuously throughout 2007, ending with a loss of almost 60% on
average.
    The financial panic got going in earnest as we entered 2008, with global
markets all dropping in the double digits or close to it as of this writing.
The so-called decoupling thesis, which maintained that non-US and emerging
markets and economies would be unaffected by a US slowdown, while not dead
(yet), is severely wounded.
    The monetary and fiscal authorities have now begun to move with alacrity,
with the Fed cutting the funds rate to 3.0% (with likely more to come), and
the administration and Congress coming up with a fiscal stimulus package
estimated at around $150 billion dollars.
    Will it be successful?  Yes.  More precisely, if these measures aren't
enough to free up credit and stimulate spending sufficient to set the economy
on a growth path, then additional measures will be taken until that is
accomplished.  The important point is that the monetary and fiscal policy
makers are focused and engaged, and will do what is necessary to stabilize the
markets and restore confidence.  This does not mean that the recovery will be
swift, or seamless, or without additional trauma.  But there will be a
recovery, and I think the market abounds with good value.  Those values may
get even better if the markets get more gloomy, but they are good enough now
for us to be fully invested.
    I think the market is in for a period of what the Greeks refer to as
enantiodromia, the tendency of things to swing to the other side.  This is not
a forecast, but rather a reflection on valuation.
    All of the poorest performing parts of the market, housing, financials,
and the consumer sector-with the exception of consumer staples-are at
valuation levels last seen in late 1990 and early 1991, an exceptionally
propitious time to have bought them.  The rest of the market is not expensive,
but valuations cannot compare to those in these depressed sectors.
    Bonds, on the other hand, specifically government bonds, which have
performed so wonderfully as the traditional safe haven during times of
turmoil, are very expensive. (In bond land, the only values are in the so-
called spread product, and there are some quite good values there.)  The 10-
year Treasury trades at almost 30x earnings(1), compared to about 14 times for
the S&P 500.  The two-year Treasury yields under 2%, and is thus valued at
over 50x earnings!
    The valuation disparity between Treasuries and stocks is as great today
in favor of stocks as it was in favor of Treasuries 20 years ago.  Just prior
to the Crash of 1987, stocks yielded about 2% (same as today), but traded at
over 20x earnings.  The 10-year Treasury yielded over 10%, vs. 3.6% today. 
The two-year Treasury now has a lower yield than the S&P 500, and that is
before share repurchases, meaning you can get a greater yield in an index fund
than you can in the two-year, and a free long-term call option on growth. 
Even more compelling are financials, where you can get dividend yields about
double that of Treasuries, which only adds to their allure, with them trading
at price-to-book value ratios last seen at the last big bottom in financials.
    I think enantiodromia has already begun.  What took us into this malaise
will be what takes us out. Housing stocks peaked in the summer of 2005 and
were the first group to start down.  Now housing stocks are one of the few
areas in the market that are up for the year.  They were among the best
performing groups in 1991, and could repeat that this year.  Financials appear
to have bottomed, and the consumer space will get relief from lower interest
rates.  Oil prices have come down, and oil and oil service stocks are
underperforming in the early going.
    Investors seem to be obsessed just now over the question of whether we
will go into recession or not, a particularly pointless inquiry.  The stocks
that perform poorly entering a recession are already trading at recession
levels.  If we go into recession, we will come out of it.  In any case, we
have had only two recessions in the past 25 years, and they totaled 17 months.
As long-term investors, we position portfolios for the 95% of the time the
economy is growing, not the unforecastable 5% when it is not.
    I believe equity valuations in general are attractive now, and I believe
they are compelling in those areas of the market that have performed poorly
over the past few years.  Traders and those with short attention spans may
still be fearful, but long-term investors should be well rewarded by taking
advantage of the opportunities in today's stock market.
    
    A Note on Countrywide Financial
    
    Legg Mason Capital Management (LMCM) is the largest shareholder of
Countrywide Financial (CFC), holding about 11.8% of the company's shares
outstanding as of December 31, 2007.  CFC is the nation's largest mortgage
originator and servicer. Early in January, CFC announced it had agreed to be
acquired by Bank of America (BAC), with CFC shareholders receiving 0.1822
shares of BAC for each share of CFC.  CFC shares traded over $40 per share a
year ago.  This offer values them at under $8.  CFC shares have plunged in the
past 12 months, battered by losses relating to the turmoil in the mortgage
markets.
    We were quite surprised by the decision to sell the company at close to a
seven-year low in the stock price, and agreeing to a bid that amounts to only
30% of book value and under 3x consensus earnings for 2009.  What makes the
decision puzzling is that the company was seeing solid deposit growth, has no
apparent capital problems, was not forced by the regulators to seek a merger
partner, and is in sufficiently sound condition to have declared its regular
quarterly dividend at the end of January.  Subsequent to the decision to sell,
the Federal Reserve cut interest rates sharply.  The reduction in rates is
quite beneficial to CFC by reducing its costs of deposits, and by setting off
a wave of refinancings that should significantly increase its loan production.
    We petitioned the Office of Thrift Supervision for permission to increase
our holdings in CFC to up to 25% of the shares outstanding.  That permission
was granted on January 18, and we (LMCM) have increased our holdings to about
86 million shares, representing 14.9% of the company's shares outstanding.
    CFC has a so-called "poison pill" in place that makes it potentially
prohibitive for us to go over its 15% triggering threshold.  Poison pills are
common anti-takeover devices designed to prevent a potential acquirer from
taking control of a company at an artificially low price.  Their intent is to
force a potential acquirer to negotiate with the target company's Board.
    We have asked CFC's Board to eliminate the poison pill (or at the least
provide us with an exemption from it) as it plainly is unnecessary since the
company has already agreed to be acquired by BAC.  Eliminating it would allow
us to acquire additional shares, should we decide to do so.
    We have asked other companies to allow us to exceed pill thresholds, and
those requests have been routinely granted, as we are long-term patient
shareholders, not activists or acquirers.  We fully expect CFC's Board to do
the same.
    Since the deal has been announced, an activist hedge fund called SRM has
emerged owning over 5% of CFC. They've indicated they will oppose the deal
(which requires shareholder approval) and hope to convince other shareholders
to do the same.
    CFC has not yet published its proxy containing additional information
about the deal, so we are unable at this point to decide whether we will vote
in favor of the deal or not.  We continue to study the situation carefully,
and look forward to the additional information that will be forthcoming.
    It is important to understand that CFC's Board has effectively negotiated
a put option contract with BAC.  Shareholders now have the right to put the
company to BAC for 0.1822 shares of that company.  They may elect not to do
so, in which case the company will remain independent.
    Given the turmoil in the mortgage and credit markets, and the failure of
hundreds of mortgage originators, some of whom were public, this provides
protection to CFC owners from a worst-case outcome should the housing,
mortgage, and economic situation worsen dramatically.  On the other hand,
should the actions of the Federal Reserve and the economic stimulus package
lead to a gradually improving situation, CFC owners can turn down the deal,
should they believe that is in their best interests.
    Since the cut in rates, many companies closely tied to the housing and
mortgage markets have seen their shares rise sharply.  Washington Mutual, the
nation's largest thrift, is up over 30% this year.  IndyMac, a smaller version
of CFC, is likewise up over 30% this year.  CFC shares, on the other hand, are
down 25% as share price appreciation has been truncated by the deal with BAC.
    We will support the deal if we believe it is in the best interests of
shareholders to sell to BAC, and we will vote against it if we believe greater
value can be achieved by having CFC remain independent.
    
    Yahoo
    
    On January 31, Microsoft (MSFT) made an unsolicited offer to acquire
Yahoo (YHOO) at a price that represented over a 60% premium to where YHOO's
shares were trading.  LMCM is YHOO's second-largest shareholder, owning over
80 million shares.  Subsequent to the deal being announced, we have met with
Steve Ballmer, MSFT's CEO, and spoken with Jerry Yang, CEO of YHOO.
    YHOO's Board has pledged to give the offer careful consideration and to
do what they believe will deliver the most long-term value to YHOO owners. 
That is the right message, and we are waiting to hear their views as they
develop. That said, we think it will be hard for YHOO to come up with
alternatives that deliver more value than MSFT will ultimately be willing to
pay.
    We think this deal is a strategic imperative for MSFT, and that YHOO is
in a tough spot if it wishes to remain independent.  It has been reported that
MSFT has been discussing a combination with YHOO for well over a year, and
that it had been prepared to pay over $40 per share previously.  We have no
way of knowing whether those reports are accurate or not.
    Our own valuation work puts the value of YHOO in the range of those
reported numbers, though, and we think MSFT will need to enhance its offer if
it wants to complete a deal.  YHOO shares were recently trading at a four-year
low, and the stock averaged above the current offer price for all of 2004.
    YHOO is a uniquely valuable asset, and we expect MSFT will do what it
takes to acquire it.
    One last point:  the 60% premium MSFT offered for YHOO highlights what we
believe are the significant opportunities present in our portfolios.  Clients
and shareholders are understandably disappointed when the performance of their
portfolio does not keep pace with the broader market.  But the price of a
publicly traded security is one thing, and its value is something else.  Price
is a function of short-term supply and demand characteristics, which are
heavily influenced by the most recent news and results. Value is the present
value of the future cash flows of the business, and that is what we focus on.
We believe the values in the market today are as attractive as they have been
in the past five years, and patient long-term investors (including the Fund)
should be well rewarded for putting money to work right in here.

    
    Bill Miller, CFA
    February 10, 2008
    

    
    (1) For purposes of this comparison, the interest paid on the Treasury
        Note is considered its "earnings."
    
    All investments are subject to risk including possible loss of principal.
Past performance is no guarantee of future results.
    
    Top Ten Holdings as of December 31, 2007
    
    Amazon.com Inc. (6.9%), The AES Corp. (6.2%), UnitedHealth Group Inc.
(5.9%), Aetna Inc. (5.2%), J.P. Morgan Chase and Co. (4.7%), Qwest
Communications Intl. Inc. (4.1%), Sprint Nextel Corp. (3.9%), eBay Inc.
(3.5%), Yahoo Inc. (3.4%), Google Inc. (3.2%). These holdings do not include
the Fund's entire investment portfolio and may change at any time.
    
    Top Five Sectors as of December 31, 2007
    
    Consumer Discretionary (23.6%), Information Technology (22.7%),
Financials (18.8%), Health Care (15.4%), Telecommunication Services (8.0%).
    The views expressed in this commentary reflect those of Legg Mason
Capital Management, Inc. (LMCM) as of the date of the commentary. Any views
are subject to change at any time based on market or other conditions, and
LMCM, Legg Mason Value Trust, Inc., and Legg Mason Investor Services, LLC
(LMIS) disclaim any responsibility to update such views. These views may
differ from those of portfolio managers and investment personnel for LMCM's
affiliates and are not intended to be a forecast of future events, a guarantee
of future results or investment advice. Because investment decisions for the
Legg Mason Funds are based on numerous factors, these views may not be relied
upon as an indication of trading intent on behalf of any Legg Mason Fund. The
information contained herein has been prepared from sources believed to be
reliable, but is not guaranteed by LMCM, Legg Mason Value Trust or LMIS as to
its accuracy or completeness.
    Legg Mason Capital Management, Inc. and Legg Mason Investor Services, LLC
are Legg Mason, Inc. affiliated companies.
    Legg Mason Investor Services, LLC distributor, Member FINRA, SIPC




For further information:

For further information: Mary Athridge of Legg Mason, Inc., 
+1-212-805-6035 Web Site: http://www.leggmason.com                 
http://www.leggmason.com/individualinvestors

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