UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number | 811-7396 |
|
Western Asset Managed High Income Inc. |
(Exact name of registrant as specified in charter) |
|
125 Broad Street, New York, NY | | 10004 |
(Address of principal executive offices) | | (Zip code) |
|
Robert I. Frenkel, Esq. Legg Mason & Co., LLC 300 First Stamford Place, 4th Floor Stamford, CT 06902 |
(Name and address of agent for service) |
|
Registrant’s telephone number, including area code: | (800) 451-2010 | |
|
Date of fiscal year end: | February 28 | |
|
Date of reporting period: | August 31, 2007 | |
| | | | | | | | |
ITEM 1. REPORT TO STOCKHOLDERS.
The Semi-Annual Report to Stockholders is filed herewith.
| Western Asset Managed | |
| High Income Fund Inc. | |
| (MHY) | |
| | |
| | |
| | |
| | |
SEMI-ANNUAL REPORT | | |
| | |
| | |
AUGUST 31, 2007 | | |
| | |
| | |
| | |
| | |
![](https://capedge.com/proxy/N-CSRS/0001104659-07-081158/g248815bg01i001.jpg)
| | |
|
| |
| |
INVESTMENT PRODUCTS: NOT FDIC INSURED • NO BANK GUARANTEE • MAY LOSE VALUE |
| | Western Asset Managed High Income Fund Inc. | |
| | | |
| | | |
Semi-Annual Report • August 31, 2007 | | | |
| | | |
What’s | | | |
Inside | | Letter from the Chairman | I |
| | | |
| | Fund at a Glance | 1 |
| | | |
| | Schedule of Investments | 2 |
| | | |
| | Statement of Assets and Liabilities | 16 |
| | | |
| | Statement of Operations | 17 |
| | | |
| | Statements of Changes in Net Assets | 18 |
| | | |
| | Financial Highlights | 19 |
| | | |
Fund Objective | | Notes to Financial Statements | 20 |
| | | |
The Fund’s primary | | Financial Data | 24 |
investment objective is high | | | |
current income. Capital | | Additional Shareholder Information | 25 |
appreciation is a secondary | | | |
objective. | | Dividend Reinvestment Plan | 26 |
| Letter from the Chairman |
| |
![](https://capedge.com/proxy/N-CSRS/0001104659-07-081158/g248815bg03i001.jpg)
| Dear Shareholder,
The U.S. economy produced mixed results during the six-month reporting period ended August 31, 2007. U.S. gross domestic product (“GDP”)i expanded 2.1% in the fourth quarter of 2006. In the first quarter of 2007, GDP growth was a mere 0.6%, according to the U.S. Commerce Department. This is the lowest growth rate since the fourth quarter of 2002. The economy then rebounded, as second quarter 2007 GDP growth was a solid 3.8%. Given the modest increase earlier in the year, this higher |
R. JAY GERKEN, CFA Chairman, President and Chief Executive Officer
| growth rate was not unexpected.
Abrupt tightening in the credit markets and economic strains late in the fiscal year prompted action by the Federal Reserve Board (“Fed”)ii. The Fed initially responded by lowering the discount rate — the rate the Fed uses for loans it makes directly to banks — from 6.25% to 5.75% in mid-August 2007. Then, at its meeting on September 18, 2007, after the close of the reporting period, the Fed reduced the federal funds rateiii from 5.25% to 4.75% and the discount rate to 5.25%. This marked the first reduction in the federal funds rate since June 2003. In its statement accompanying the September 2007 meeting, the Fed stated: “Economic growth was moderate during the first half of the year, but the tightening of credit conditions has the potential to intensify the housing correction and to restrain economic growth more generally. Today’s action is intended to help forestall some of the adverse effects on the broader economy that might otherwise arise from the disruptions in financial markets and to promote moderate growth over time.” |
| |
| During the six-month reporting period, both short- and long-term Treasury yields experienced periods of significant volatility. After falling during the first three months of 2007, yields then moved steadily higher during much of the second quarter. This was due, in part, to inflationary fears, a |
Western Asset Managed High Income Fund Inc. I
| solid job market and expectations that the Fed would not be cutting short-term rates in the foreseeable future. During the remainder of the reporting period, the U.S. fixed-income markets were extremely volatile, which negatively impacted market liquidity conditions. Initially, the concern on the part of market participants was limited to the subprime segment of the mortgage-backed market. These concerns broadened, however, to include a wide range of financial institutions and markets. As a result, other fixed-income instruments also experienced increased price volatility. This turmoil triggered a significant “flight to quality,” causing Treasury yields to move sharply lower (and their prices higher), while riskier segments of the market saw their yields move higher (and their prices lower). Overall, during the six months ended August 31, 2007, two-year Treasury yields moved from 4.65% to 4.15%. Over the same period, 10-year Treasury yields fell from 4.56% to 4.54%. Looking at the six-month period as a whole, the overall bond market, as measured by the Lehman Brothers U.S. Aggregate Indexiv, returned 1.54%. |
| |
| As a result of the dramatic flight to quality late in the reporting period, the high yield bond market generated negative results over the six-month period ended August 31, 2007. During that time, the Citigroup High Yield Market Indexv returned -1.79%. While the high-yield market was initially aided by strong corporate profits and low default rates, this was not enough to overcome its weakness late in the period. |
| |
| As a result of the dramatic flight to quality late in the reporting period, emerging markets debt generated negative results, as the JPMorgan Emerging Markets Bond Index Global (“EMBI Global”)vi returned -0.16% during the reporting period. While emerging market debt prices initially rose due to solid demand, an expanding global economy and strong domestic spending, this was not enough to overcome its weakness late in the period. |
| |
| Performance Review |
| |
| For the six months ended August 31, 2007, Western Asset Managed High Income Fund Inc. returned -2.67% based |
II Western Asset Managed High Income Fund Inc.
| on its net asset value (“NAV”)vii and -7.68% based on its New York Stock Exchange (“NYSE”) market price per share. In comparison, the Fund’s unmanaged benchmark, the Lehman Brothers U.S. Corporate High Yield 2% Issuer Cap Indexviii, returned -1.71% for the same time frame. The Fund’s former unmanaged benchmark, the Citigroup High Yield Market Index, returned -1.79% for the reporting period. The Lipper High Current Yield Closed-End Funds Category Averageix returned -8.74% over the same period. Please note that Lipper performance returns are based on each fund’s NAV per share. |
| |
| During this six-month period, the Fund made distributions to shareholders totaling $0.27 per share. The performance table below shows the Fund’s six-month total return based on its NAV and market price as of August 31, 2007. Past performance is no guarantee of future results. |
Performance Snapshot as of August 31, 2007 (unaudited)
| Six-Month | |
Price Per Share | Total Return | |
$6.72 (NAV) | -2.67% | |
$6.17 (Market Price) | -7.68% | |
All figures represent past performance and are not a guarantee of future results.
Total returns are based on changes in NAV or market price, respectively. Total returns assume the reinvestment of all distributions, in additional shares.
| Special Shareholder Notices |
| |
| On August 15, 2007, the Board of Directors of Western Asset Managed High Income Fund Inc. approved changes to the Fund’s non-fundamental investment policies relating to the credit ratings of the securities in which the Fund may invest, as well as the types of securities in which the Fund may invest under ordinary market conditions and during periods of adverse market conditions. |
| |
| Effective September 17, 2007, the Fund is no longer subject to the non-fundamental policy that previously prohibited the Fund from investing over 20% of its assets in |
Western Asset Managed High Income Fund Inc. III
| securities rated lower than B by a rating agency. In addition, the Fund now has the ability to invest in dollar rolls and mortgage-backed securities. During times when, in the judgment of Western Asset Management Company (“Western Asset”), the Fund’s subadviser, conditions in securities markets would make pursuing the Fund’s basic investment strategy inconsistent with the best interest of the Fund’s stockholders, as a temporary defensive strategy, the subadviser may employ alternative strategies, including investment of all of the Fund’s assets in securities rated investment grade by any nationally recognized statistical rating organization, or in unrated securities of comparable quality. |
| |
| These changes to the Fund’s non-fundamental investment policies are intended to broaden the investment opportunities of the Fund and to provide the investment manager with additional flexibility to meet the Fund’s investment objectives. |
| |
| It is important to note that these changes are expected to provide the portfolio managers with additional flexibility to meet the Fund’s investment objectives and address developments in the market, but there is no expectation that dramatic changes in the Fund’s portfolio composition or investment approach will result. |
| |
| On May 17, 2007, the Board of Directors of the Fund approved changes to the non-fundamental investment policies relating to the Fund’s ability to invest in derivative instruments. Effective June 1, 2007, the Fund may use a variety of derivative instruments for investment purposes, as well as for hedging or risk management purposes. Previously, the Fund had been limited to the use of derivative instruments for hedging and risk management purposes only. The use of derivative instruments is intended to provide Legg Mason Partners Fund Advisor, LLC, (“LMPFA”) the Fund’s investment manager, and Western Asset greater flexibility in making investment decisions and opportunity to seek to achieve the Fund’s investment objectives. |
| |
| Additionally on June 1, 2007, the Fund’s benchmark was changed from the Citigroup High Yield Market Index to the Lehman Brothers U.S. Corporate High Yield 2% Issuer Cap Index. In the opinion of the Fund’s subadviser, this change provides for a broader, more effective benchmark index for |
IV Western Asset Managed High Income Fund Inc.
| the Fund and a more accurate reflection of the portfolio strategies with which the Fund is managed. |
| |
| Information About Your Fund |
| |
| Important information with regard to recent regulatory developments that may affect the Fund is contained in the Notes to Financial Statements included in this report. |
| |
| Looking for Additional Information? |
| |
| The Fund is traded under the symbol “MHY” and its closing market price is available in most newspapers under the NYSE listings. The daily NAV is available on-line under the symbol “XMHYX” on most financial websites. Barron’s and The Wall Street Journal’s Monday edition both carry closed-end fund tables that provide additional information. In addition, the Fund issues a quarterly press release that can be found on most major financial websites, as well as www.leggmason.com/InvestorServices. |
| |
| In a continuing effort to provide information concerning the Fund, shareholders may call 1-888-777-0102 (toll free), Monday through Friday from 8:00 a.m. to 6:00 p.m. Eastern Time, for the Fund’s current NAV, market price and other information. |
| |
| As always, thank you for your confidence in our stewardship of your assets. We look forward to helping you meet your financial goals. |
| |
| Sincerely, |
| |
| ![](https://capedge.com/proxy/N-CSRS/0001104659-07-081158/g248815bg03i002.jpg)
|
| |
| R. Jay Gerken, CFA Chairman, President and Chief Executive Officer |
| |
| September 28, 2007 |
Western Asset Managed High Income Fund Inc. V
The information provided is not intended to be a forecast of future events, a guarantee of future results or investment advice. Views expressed may differ from those of the firm as a whole.
RISKS: The Fund invests in high yield bonds, which are subject to additional risks such as the increased risk of default and greater volatility because of the lower credit quality of the issues. The Fund may use derivatives, such as options and futures, which can be illiquid, may disproportionately increase losses, and have a potentially large impact on Fund performance. In addition, the Fund may invest in foreign securities, which are subject to certain risks of overseas investing including currency fluctuations and changes in political and economic conditions, which could result in significant market fluctuations.
All index performance reflects no deduction for fees, expenses or taxes. Please note that an investor cannot invest directly in an index.
i | Gross domestic product (“GDP”) is the market value of all final goods and services produced within a country in a given period of time. |
| |
ii | The Federal Reserve Board (“Fed”) is responsible for the formulation of policies designed to promote economic growth, full employment, stable prices, and a sustainable pattern of international trade and payments. |
| |
iii | The federal funds rate is the rate charged by one depository institution on an overnight sale of immediately available funds (balances at the Federal Reserve) to another depository institution; the rate may vary from depository institution to depository institution and from day to day. |
| |
iv | The Lehman Brothers U.S. Aggregate Index is a broad-based bond index comprised of government, corporate, mortgage and asset-backed issues, rated investment grade or higher, and having at least one year to maturity. |
| |
v | The Citigroup High Yield Market Index is a broad-based unmanaged index of high yield securities. |
| |
vi | The JPMorgan Emerging Markets Bond Index Global (“EMBI Global”) tracks total returns for U.S. dollar denominated debt instruments issued by emerging market sovereign and quasi-sovereign entities: Brady bonds, loans, Eurobonds, and local market instruments. Countries covered are Algeria, Argentina, Brazil, Bulgaria, Chile, China, Colombia, Cote d’Ivoire, Croatia, Ecuador, Greece, Hungary, Lebanon, Malaysia, Mexico, Morocco, Nigeria, Panama, Peru, the Philippines, Poland, Russia, South Africa, South Korea, Thailand, Turkey and Venezuela. |
| |
vii | NAV is calculated by subtracting total liabilities from the closing value of all securities held by the Fund (plus all other assets) and dividing the result (total net assets) by the total number of the common shares outstanding. The NAV fluctuates with changes in the market prices of securities in which the Fund has invested. However, the price at which an investor may buy or sell shares of the Fund is at the Fund’s market price as determined by supply of and demand for the Fund’s shares. |
| |
viii | The Lehman Brothers U.S. Corporate High Yield 2% Issuer Cap Index is an index of the 2% Issuer Cap component of the Lehman Brothers U.S. Corporate High Yield Index, which covers the U.S. dollar-denominated, non-investment grade fixed-rate, taxable corporate bond market. |
| |
ix | Lipper, Inc. is a major independent mutual-fund tracking organization. Returns are based on the six-month period ended August 31, 2007, including the reinvestment of all distributions, including returns of capital, if any, calculated among the 10 funds in the Fund’s Lipper category. |
VI Western Asset Managed High Income Fund Inc.
Fund at a Glance (unaudited)
Investment Breakdown
As a Percent of Total Investments
![](https://capedge.com/proxy/N-CSRS/0001104659-07-081158/g248815bg05i001.jpg)
Western Asset Managed High Income Fund Inc. 2007 Semi-Annual Report 1
Schedule of Investments (August 31, 2007) (unaudited)
WESTERN ASSET MANAGED HIGH INCOME FUND INC.
Face Amount
| | Security | | Value | |
CORPORATE BONDS & NOTES — 93.2% | | | |
Aerospace & Defense — 1.9% | | | |
$ | 595,000 | | Alliant Techsystems Inc., Senior Subordinated Notes, 6.750% due 4/1/16 | | $ | 584,587 | |
| | DRS Technologies Inc., Senior Subordinated Notes: | | | |
480,000 | | 6.625% due 2/1/16 | | 470,400 | |
1,325,000 | | 7.625% due 2/1/18 | | 1,305,125 | |
| | Hawker Beechcraft Acquisition Co.: | | | |
1,915,000 | | Senior Notes, 8.875% due 4/1/15 (a)(b) | | 1,871,912 | |
410,000 | | Senior Subordinated Notes, 9.750% due 4/1/17 (a) | | 406,925 | |
| | L-3 Communications Corp., Senior Subordinated Notes: | | | |
425,000 | | 7.625% due 6/15/12 | | 434,563 | |
870,000 | | 5.875% due 1/15/15 | | 828,675 | |
| | Total Aerospace & Defense | | 5,902,187 | |
Airlines — 2.3% | | | |
| | Continental Airlines Inc.: | | | |
600,000 | | Notes, 8.750% due 12/1/11 | | 564,000 | |
| | Pass-Through Certificates: | | | |
186,050 | | Series 2000-2, Class C, 8.312% due 4/2/11 | | 185,166 | |
560,000 | | Series C, 7.339% due 4/19/14 | | 526,400 | |
2,370,000 | | DAE Aviation Holdings Inc., Senior Notes, 11.250% due 8/1/15 (a) | | 2,370,000 | |
| | United Airlines Inc., Pass-Through Certificates: | | | |
581,502 | | Series 2000-1, Class B, 8.030% due 7/1/11 | | 680,902 | |
1,443,358 | | Series 2000-2, Class B, 7.811% due 10/1/09 | | 1,696,397 | |
| | Series 2001-1: | | | |
275,000 | | Class B, 6.932% due 9/1/11 | | 324,242 | |
630,000 | | Class C, 6.831% due 9/1/08 | | 730,849 | |
| | Total Airlines | | 7,077,956 | |
Auto Components — 1.1% | | | |
1,035,000 | | Keystone Automotive Operations Inc., Senior Subordinated Notes, 9.750% due 11/1/13 | | 833,175 | |
2,910,000 | | Visteon Corp., Senior Notes, 8.250% due 8/1/10 | | 2,502,600 | |
| | Total Auto Components | | 3,335,775 | |
Automobiles — 2.4% | | | |
| | Ford Motor Co.: | | | |
| | Debentures: | | | |
405,000 | | 8.875% due 1/15/22 | | 340,200 | |
605,000 | | 8.900% due 1/15/32 | | 505,175 | |
2,650,000 | | Notes, 7.450% due 7/16/31 | | 2,000,750 | |
| | General Motors Corp.: | | | |
795,000 | | Notes, 7.200% due 1/15/11 | | 705,562 | |
| | | | | | | |
See Notes to Financial Statements.
2 Western Asset Managed High Income Fund Inc. 2007 Semi-Annual Report
Schedule of Investments (August 31, 2007) (unaudited) (continued)
Face Amount | | Security | | Value | |
Automobiles — 2.4% (continued) | | | |
| | Senior Debentures: | | | |
$ | 1,200,000 | | 8.250% due 7/15/23 | | $ | 963,000 | |
2,260,000 | | 8.375% due 7/15/33 | | 1,824,950 | |
1,325,000 | | Senior Notes, 7.125% due 7/15/13 | | 1,139,500 | |
| | Total Automobiles | | 7,479,137 | |
Building Products — 1.8% | | | |
415,000 | | Ainsworth Lumber Co., Ltd., Senior Notes, 7.250% due 10/1/12 | | 298,800 | |
| | Associated Materials Inc.: | | | |
3,595,000 | | Senior Discount Notes, step bond to yield 12.734% due 3/1/14 | | 2,363,713 | |
155,000 | | Senior Subordinated Notes, 9.750% due 4/15/12 | | 158,100 | |
765,000 | | Nortek Inc., Senior Subordinated Notes, 8.500% due 9/1/14 | | 665,550 | |
3,090,000 | | NTK Holdings Inc., Senior Discount Notes, step bond to yield 8.773% due 3/1/14 | | 1,946,700 | |
| | Total Building Products | | 5,432,863 | |
Capital Markets — 0.3% | | | |
| | E*TRADE Financial Corp., Senior Notes: | | | |
530,000 | | 7.375% due 9/15/13 | | 474,350 | |
510,000 | | 7.875% due 12/1/15 | | 448,800 | |
| | Total Capital Markets | | 923,150 | |
Chemicals — 2.0% | | | |
1,645,000 | | Georgia Gulf Corp., Senior Notes, 9.500% due 10/15/14 | | 1,529,850 | |
480,000 | | Huntsman International LLC, Senior Subordinated Notes, 7.875% due 11/15/14 | | 504,000 | |
| | Lyondell Chemical Co.: | | | |
270,000 | | 6.875% due 6/15/17 | | 293,625 | |
| | Senior Notes: | | | |
430,000 | | 8.000% due 9/15/14 | | 469,775 | |
355,000 | | 8.250% due 9/15/16 | | 399,375 | |
100,000 | | Senior Secured Notes, 10.500% due 6/1/13 | | 108,250 | |
865,000 | | Methanex Corp., Senior Notes, 8.750% due 8/15/12 | | 929,875 | |
1,715,000 | | Montell Finance Co. BV, Debentures, 8.100% due 3/15/27 (a) | | 1,500,625 | |
295,000 | | Westlake Chemical Corp., Senior Notes, 6.625% due 1/15/16 | | 272,875 | |
| | Total Chemicals | | 6,008,250 | |
Commercial Banks — 0.4% | | | |
300,000 | | ATF Capital BV, Senior Notes, 9.250% due 2/21/14 (a) | | 300,750 | |
1,200,000 | | TuranAlem Finance BV, Bonds, 8.250% due 1/22/37 (a) | | 1,029,000 | |
| | Total Commercial Banks | | 1,329,750 | |
Commercial Services & Supplies — 2.4% | | | |
1,785,000 | | Allied Security Escrow Corp., Senior Subordinated Notes, 11.375% due 7/15/11 | | 1,785,000 | |
520,000 | | Allied Waste North America Inc., Senior Notes, 6.875% due 6/1/17 | | 507,000 | |
300,000 | | Ashtead Holdings PLC, Secured Notes, 8.625% due 8/1/15 (a) | | 295,500 | |
2,455,000 | | DynCorp International LLC/DIV Capital Corp., Senior Subordinated Notes, Series B, 9.500% due 2/15/13 | | 2,504,100 | |
1,200,000 | | Interface Inc., Senior Notes, 10.375% due 2/1/10 | | 1,248,000 | |
985,000 | | Rental Services Corp., Senior Bonds, 9.500% due 12/1/14 (a) | | 968,994 | |
| | Total Commercial Services & Supplies | | 7,308,594 | |
| | | | | | | |
See Notes to Financial Statements.
Western Asset Managed High Income Fund Inc. 2007 Semi-Annual Report 3
Schedule of Investments (August 31, 2007) (unaudited) (continued)
Face | | | | | |
Amount | | Security | | Value | |
Consumer Finance — 4.3% | | | |
$ | 995,000 | | AmeriCredit Corp., Senior Notes, 8.500% due 7/1/15 (a) | | $ | 855,700 | |
| | Ford Motor Credit Co.: | | | |
| | Notes: | | | |
650,000 | | 7.875% due 6/15/10 | | 610,583 | |
1,100,000 | | 9.810% due 4/15/12 (c) | | 1,109,106 | |
635,000 | | 7.000% due 10/1/13 | | 566,183 | |
| | Senior Notes: | | | |
566,000 | | 10.610% due 6/15/11 (c) | | 565,005 | |
1,370,000 | | 9.875% due 8/10/11 | | 1,353,511 | |
722,500 | | 8.110% due 1/13/12 (c) | | 662,262 | |
640,000 | | 8.000% due 12/15/16 | | 591,541 | |
| | General Motors Acceptance Corp.: | | | |
4,980,000 | | Bonds, 8.000% due 11/1/31 | | 4,485,018 | |
2,790,000 | | Notes, 6.875% due 8/28/12 | | 2,467,194 | |
| | Total Consumer Finance | | 13,266,103 | |
Containers & Packaging — 1.6% | | | |
1,000,000 | | Berry Plastics Corp., Senior Term Loan, 11.610% due 6/15/14 (c) | | 875,000 | |
| | Graham Packaging Co. Inc.: | | | |
70,000 | | 8.500% due 10/15/12 | | 68,600 | |
1,700,000 | | Senior Subordinated Notes, 9.875% due 10/15/14 | | 1,674,500 | |
1,650,000 | | Graphic Packaging International Corp., Senior Subordinated Notes, | | | |
| | 9.500% due 8/15/13 | | 1,674,750 | |
570,000 | | Plastipak Holdings Inc., Senior Notes, 8.500% due 12/15/15 (a) | | 581,400 | |
425,000 | | Radnor Holdings Corp., Senior Notes, 11.000% due 3/15/10 (d) | | 2,656 | |
| | Total Containers & Packaging | | 4,876,906 | |
Diversified Consumer Services — 0.6% | | | |
735,000 | | Education Management LLC/Education Management Finance Corp., Senior Notes, | | | |
| | 8.750% due 6/1/14 | | 749,700 | |
| | Service Corp. International: | | | |
245,000 | | 7.500% due 4/1/27 | | 226,625 | |
740,000 | | Debentures, 7.875% due 2/1/13 | | 754,877 | |
| | Total Diversified Consumer Services | | 1,731,202 | |
Diversified Financial Services — 2.7% | | | |
655,000 | | Basell AF SCA, Senior Secured Subordinated Second Priority Notes, | | | |
| | 8.375% due 8/15/15 (a) | | 586,225 | |
1,450,000 | | CCM Merger Inc., Notes, 8.000% due 8/1/13 (a) | | 1,392,000 | |
1,733,000 | | JPMorgan Chase London, zero coupon bond to yield 9.310% due 11/8/07 (a) | | 1,715,982 | |
300,000 | | Milacron Escrow Corp., Senior Secured Notes, 11.500% due 5/15/11 | | 290,250 | |
| | Residential Capital LLC: | | | |
65,000 | | 8.690% due 4/17/09 (a)(c) | | 39,081 | |
1,895,000 | | Senior Notes, 7.500% due 6/1/12 | | 1,441,529 | |
1,450,000 | | Smurfit Kappa Funding PLC, Senior Subordinated Notes, 7.750% due 4/1/15 | | 1,406,500 | |
650,000 | | Vangent Inc., Senior Subordinated Notes, 9.625% due 2/15/15 (a) | | 604,500 | |
| | | | | | | |
See Notes to Financial Statements.
4 Western Asset Managed High Income Fund Inc. 2007 Semi-Annual Report
Schedule of Investments (August 31, 2007) (unaudited) (continued)
Face | | | | | |
Amount | | Security | | Value | |
Diversified Financial Services — 2.7% (continued) | | | |
$ | 520,000 | | Vanguard Health Holdings Co. I LLC, Senior Discount Notes, | | | |
| | step bond to yield 14.870% due 10/1/15 | | $ | 379,600 | |
460,000 | | Vanguard Health Holdings Co. II LLC, Senior Subordinated Notes, | | | |
| | 9.000% due 10/1/14 | | 432,400 | |
| | Total Diversified Financial Services | | 8,288,067 | |
Diversified Telecommunication Services — 6.8% | | | |
485,000 | | Cincinnati Bell Inc., Senior Notes, 7.000% due 2/15/15 | | 468,025 | |
175,000 | | Cincinnati Bell Telephone Co., Senior Debentures, 6.300% due 12/1/28 | | 153,125 | |
| | Citizens Communications Co.: | | | |
90,000 | | 7.050% due 10/1/46 | | 71,550 | |
1,210,000 | | Senior Notes, 7.875% due 1/15/27 | | 1,140,425 | |
940,000 | | GT Group Telecom Inc., Senior Discount Notes, 13.250% due 2/1/10 (d)(e)(f) | | 0 | |
285,000 | | Hawaiian Telcom Communications Inc., Senior Subordinated Notes, Series B, | | | |
| | 12.500% due 5/1/15 | | 303,525 | |
| | Intelsat Bermuda Ltd.: | | | |
1,095,000 | | 9.250% due 6/15/16 | | 1,133,325 | |
2,280,000 | | Senior Notes, 11.250% due 6/15/16 | | 2,396,850 | |
429,000 | | Intelsat Corp., Senior Notes, 9.000% due 8/15/14 | | 438,653 | |
| | Level 3 Financing Inc.: | | | |
1,925,000 | | 9.250% due 11/1/14 | | 1,862,437 | |
250,000 | | 9.150% due 2/15/15 (c) | | 235,000 | |
1,320,000 | | Nordic Telephone Co. Holdings, Senior Secured Bonds, 8.875% due 5/1/16 (a) | | 1,372,800 | |
740,000 | | PAETEC Holding Corp., Senior Note, 9.500% due 7/15/15 (a) | | 710,400 | |
790,000 | | Qwest Communications International Inc., Senior Notes, Series B, | | | |
| | 7.500% due 2/15/14 | | 780,125 | |
655,000 | | Qwest Corp., Senior Notes, 7.500% due 10/1/14 | | 674,650 | |
2,545,000 | | Telcordia Technologies Inc., Senior Subordinated Notes, 10.000% due 3/15/13 (a) | | 1,921,475 | |
655,000 | | Univision Communications Inc., Senior Notes, 9.750% due 3/15/15 (a)(b) | | 627,163 | |
| | Virgin Media Finance PLC, Senior Notes: | | | |
580,000 | | 8.750% due 4/15/14 | | 590,150 | |
1,560,000 | | 9.125% due 8/15/16 | | 1,585,350 | |
2,550,000 | | Wind Acquisition Finance SA, Senior Bonds, 10.750% due 12/1/15 (a) | | 2,639,250 | |
1,795,000 | | Windstream Corp., Senior Notes, 8.625% due 8/1/16 | | 1,884,750 | |
| | Total Diversified Telecommunication Services | | 20,989,028 | |
Electric Utilities — 1.1% | | | |
421,574 | | Midwest Generation LLC, Pass-Through Certificates, Series B, 8.560% due 1/2/16 | | 448,581 | |
1,395,000 | | Orion Power Holdings Inc., Senior Notes, 12.000% due 5/1/10 | | 1,527,525 | |
1,400,000 | | VeraSun Energy Corp., Senior Notes, 9.375% due 6/1/17 (a) | | 1,305,500 | |
| | Total Electric Utilities | | 3,281,606 | |
Electronic Equipment & Instruments — 0.3% | | | |
| | NXP BV/NXP Funding LLC: | | | |
280,000 | | Senior Notes, 9.500% due 10/15/15 | | 242,900 | |
760,000 | | Senior Secured Notes, 7.875% due 10/15/14 | | 688,750 | |
| | Total Electronic Equipment & Instruments | | 931,650 | |
| | | | | | | |
See Notes to Financial Statements.
Western Asset Managed High Income Fund Inc. 2007 Semi-Annual Report 5
Schedule of Investments (August 31, 2007) (unaudited) (continued)
Face | | | | | |
Amount | | Security | | Value | |
Energy Equipment & Services — 1.9% | | | |
$ | 1,145,000 | | ANR Pipeline Co., Debentures, 9.625% due 11/1/21 | | $ | 1,534,579 | |
1,140,000 | | Complete Production Services Inc., 8.000% due 12/15/16 | | 1,102,950 | |
445,000 | | GulfMark Offshore Inc., Senior Subordinated Notes, 7.750% due 7/15/14 | | 440,550 | |
375,000 | | Pride International Inc., Senior Notes, 7.375% due 7/15/14 | | 380,625 | |
1,960,000 | | Tennessee Gas Pipeline Co., Bonds, 8.375% due 6/15/32 | | 2,287,273 | |
| | Total Energy Equipment & Services | | 5,745,977 | |
Food & Staples Retailing — 0.4% | | | |
905,000 | | Delhaize America Inc., Debentures, 9.000% due 4/15/31 | | 1,063,375 | |
Food Products — 0.5% | | | |
1,494,000 | | Dole Food Co. Inc., Senior Notes, 8.875% due 3/15/11 | | 1,426,770 | |
Gas Utilities — 0.5% | | | |
1,730,000 | | Suburban Propane Partners LP/Suburban Energy Finance Corp., Senior Notes, | | | |
| | 6.875% due 12/15/13 | | 1,660,800 | |
Health Care Equipment & Supplies — 0.2% | | | |
675,000 | | Advanced Medical Optics Inc., 7.500% due 5/1/17 | | 619,313 | |
Health Care Providers & Services — 5.6% | | | |
1,700,000 | | Community Health Systems Inc., Senior Notes, 8.875% due 7/15/15 (a) | | 1,706,375 | |
| | DaVita Inc.: | | | |
805,000 | | Senior Notes, 6.625% due 3/15/13 | | 782,862 | |
975,000 | | Senior Subordinated Notes, 7.250% due 3/15/15 | | 960,375 | |
| | HCA Inc.: | | | |
2,345,000 | | Debentures, 7.500% due 11/15/95 | | 1,751,272 | |
| | Notes: | | | |
725,000 | | 6.375% due 1/15/15 | | 592,688 | |
550,000 | | 7.690% due 6/15/25 | | 446,492 | |
25,000 | | Senior Notes, 6.250% due 2/15/13 | | 21,500 | |
| | Senior Secured Notes: | | | |
975,000 | | 9.250% due 11/15/16 (a) | | 1,004,250 | |
1,790,000 | | 9.625% due 11/15/16 (a)(b) | | 1,854,887 | |
1,675,000 | | IASIS Healthcare LLC/IASIS Capital Corp., Senior Subordinated Notes, | | | |
| | 8.750% due 6/15/14 | | 1,641,500 | |
| | Tenet Healthcare Corp., Senior Notes: | | | |
1,140,000 | | 6.375% due 12/1/11 | | 963,300 | |
1,775,000 | | 7.375% due 2/1/13 | | 1,482,125 | |
1,405,000 | | 9.875% due 7/1/14 | | 1,250,450 | |
| | Universal Hospital Services Inc., Secured Notes: | | | |
1,190,000 | | 8.500% due 6/1/15 (a)(b) | | 1,136,450 | |
320,000 | | 8.759% due 6/1/15 (a)(c) | | 310,400 | |
1,470,000 | | US Oncology Holdings Inc., Senior Notes, 9.797% due 3/15/12 (a)(b)(c) | | 1,367,100 | |
| | Total Health Care Providers & Services | | 17,272,026 | |
Hotels, Restaurants & Leisure — 5.3% | | | |
65,000 | | AMC Entertainment Inc., Senior Subordinated Notes, 8.000% due 3/1/14 | | 60,450 | |
| | | | | | | |
See Notes to Financial Statements.
6 Western Asset Managed High Income Fund Inc. 2007 Semi-Annual Report
Schedule of Investments (August 31, 2007) (unaudited) (continued)
Face | | | | | |
Amount | | Security | | Value | |
Hotels, Restaurants & Leisure — 5.3% (continued) | | | |
$ | 1,455,000 | | Buffets Inc., Senior Notes, 12.500% due 11/1/14 | | $ | 1,127,625 | |
1,530,000 | | Caesars Entertainment Inc., Senior Subordinated Notes, 8.125% due 5/15/11 | | 1,522,350 | |
875,000 | | Carrols Corp., Senior Subordinated Notes, 9.000% due 1/15/13 | | 826,875 | |
660,000 | | Fontainebleau Las Vegas Holdings LLC/Fontainebleau Las Vegas Capital Corp., | | | |
| | 10.250% due 6/15/15 (a) | | 569,250 | |
| | Herbst Gaming Inc., Senior Subordinated Notes: | | | |
1,000,000 | | 8.125% due 6/1/12 | | 875,000 | |
275,000 | | 7.000% due 11/15/14 | | 214,500 | |
1,510,000 | | Inn of the Mountain Gods Resort & Casino, Senior Notes, 12.000% due 11/15/10 | | 1,600,600 | |
1,300,000 | | Las Vegas Sands Corp., Senior Notes, 6.375% due 2/15/15 | | 1,241,500 | |
415,000 | | Mandalay Resort Group, Senior Subordinated Debentures, 7.625% due 7/15/13 | | 408,775 | |
| | MGM MIRAGE Inc.: | | | |
610,000 | | Notes, 6.750% due 9/1/12 | | 594,750 | |
| | Senior Notes: | | | |
220,000 | | 7.500% due 6/1/16 | | 218,350 | |
1,150,000 | | 7.625% due 1/15/17 | | 1,144,250 | |
625,000 | | Outback Steakhouse Inc., Senior Notes, 10.000% due 6/15/15 (a) | | 542,187 | |
310,000 | | Pinnacle Entertainment Inc., Senior Subordinated Notes, 8.250% due 3/15/12 | | 313,100 | |
1,370,000 | | Pokagon Gaming Authority, Senior Notes, 10.375% due 6/15/14 (a) | | 1,472,750 | |
335,000 | | Sbarro Inc., Senior Notes, 10.375% due 2/1/15 | | 296,056 | |
| | Snoqualmie Entertainment Authority, Senior Secured Notes: | | | |
320,000 | | 9.063% due 2/1/14 (a)(c) | | 314,000 | |
260,000 | | 9.125% due 2/1/15 (a) | | 255,125 | |
| | Station Casinos Inc.: | | | |
| | Senior Notes: | | | |
40,000 | | 6.000% due 4/1/12 | | 37,300 | |
1,380,000 | | 7.750% due 8/15/16 | | 1,328,250 | |
| | Senior Subordinated Notes: | | | |
75,000 | | 6.875% due 3/1/16 | | 63,188 | |
100,000 | | 6.625% due 3/15/18 | | 81,000 | |
1,100,000 | | Turning Stone Casino Resort Enterprise, Senior Notes, 9.125% due 12/15/10 (a) | | 1,116,500 | |
| | Total Hotels, Restaurants & Leisure | | 16,223,731 | |
Household Durables — 1.9% | | | |
120,000 | | American Greetings Corp., Senior Notes, 7.375% due 6/1/16 | | 114,000 | |
685,000 | | D.R. Horton Inc., Senior Notes, 8.000% due 2/1/09 | | 680,703 | |
1,170,000 | | Jarden Corp., Senior Subordinated Notes, 7.500% due 5/1/17 | | 1,099,800 | |
| | K Hovnanian Enterprises Inc., Senior Notes: | | | |
1,460,000 | | 7.500% due 5/15/16 | | 1,131,500 | |
430,000 | | 8.625% due 1/15/17 | | 341,850 | |
180,000 | | KB Home, 7.750% due 2/1/10 | | 171,000 | |
1,065,000 | | Norcraft Cos. LP/Norcraft Finance Corp., Senior Subordinated Notes, | | | |
| | 9.000% due 11/1/11 | | 1,070,325 | |
1,330,000 | | Norcraft Holdings LP/Norcraft Capital Corp., Senior Discount Notes, | | | |
| | step bond to yield 10.130% due 9/1/12 | | 1,183,700 | |
| | Total Household Durables | | 5,792,878 | |
| | | | | | | |
See Notes to Financial Statements.
Western Asset Managed High Income Fund Inc. 2007 Semi-Annual Report 7
Schedule of Investments (August 31, 2007) (unaudited) (continued)
Face | | | | | |
Amount | | Security | | Value | |
Household Products — 0.2% | | | |
$ | 710,000 | | Visant Holding Corp., Senior Notes, 8.750% due 12/1/13 | | $ | 713,550 | |
Independent Power Producers & Energy Traders — 4.5% | | | |
415,000 | | AES China Generating Co., Ltd., Class A, 8.250% due 6/26/10 | | 410,444 | |
| | AES Corp.: | | | |
1,330,000 | | Senior Notes, 9.500% due 6/1/09 | | 1,379,875 | |
280,000 | | Senior Secured Notes, 9.000% due 5/15/15 (a) | | 293,300 | |
2,360,000 | | Dynegy Holdings Inc., Senior Notes, 7.750% due 6/1/19 (a) | | 2,194,800 | |
160,000 | | Dynegy Inc., Series B, 7.670% due 11/8/16 | | 158,650 | |
| | Edison Mission Energy, Senior Notes: | | | |
175,000 | | 7.500% due 6/15/13 | | 177,188 | |
1,000,000 | | 7.750% due 6/15/16 | | 1,012,500 | |
840,000 | | 7.200% due 5/15/19 (a) | | 798,000 | |
890,000 | | 7.625% due 5/15/27 (a) | | 832,150 | |
| | Mirant Mid Atlantic LLC: | | | |
295,194 | | Pass-Through Certificates, Series B, 9.125% due 6/30/17 | | 324,877 | |
467,661 | | Series C, 10.060% due 12/30/28 | | 556,809 | |
1,290,000 | | Mirant North America LLC, Senior Notes, 7.375% due 12/31/13 | | 1,290,000 | |
| | NRG Energy Inc., Senior Notes: | | | |
575,000 | | 7.250% due 2/1/14 | | 570,688 | |
3,395,000 | | 7.375% due 2/1/16 | | 3,361,050 | |
100,000 | | 7.375% due 1/15/17 | | 98,500 | |
310,000 | | TXU Corp., Senior Notes, Series Q, 6.500% due 11/15/24 | | 250,327 | |
| | Total Independent Power Producers & Energy Traders | | 13,709,158 | |
Insurance — 0.1% | | | |
365,000 | | Crum & Forster Holdings Corp., Senior Notes, 7.750% due 5/1/17 | | 346,750 | |
Internet & Catalog Retail — 0.2% | | | |
710,000 | | FTD Inc., Senior Subordinated Notes, 7.750% due 2/15/14 | | 663,850 | |
IT Services — 0.8% | | | |
| | SunGard Data Systems Inc.: | | | |
600,000 | | Senior Notes, 9.125% due 8/15/13 | | 622,500 | |
1,830,000 | | Senior Subordinated Notes, 10.250% due 8/15/15 | | 1,894,050 | |
| | Total IT Services | | 2,516,550 | |
Leisure Equipment & Products — 0.2% | | | |
615,000 | | WMG Acquisition Corp., Senior Subordinated Notes, 7.375% due 4/15/14 | | 544,275 | |
Machinery — 0.1% | | | |
430,000 | | American Railcar Industries Inc., Senior Notes, 7.500% due 3/1/14 | | 419,250 | |
Media — 9.2% | | | |
1,685,000 | | Affinion Group Inc., Senior Subordinated Notes, 11.500% due 10/15/15 | | 1,693,425 | |
980,000 | | AMC Entertainment Inc., Senior Subordinated Notes, 11.000% due 2/1/16 | | 1,024,100 | |
| | CCH I Holdings LLC/CCH I Holdings Capital Corp.: | | | |
1,100,000 | | Senior Accreting Notes, 12.125% due 1/15/15 | | 990,000 | |
1,930,000 | | Senior Notes, 11.750% due 5/15/14 | | 1,727,350 | |
| | | | | | | |
See Notes to Financial Statements.
8 Western Asset Managed High Income Fund Inc. 2007 Semi-Annual Report
Schedule of Investments (August 31, 2007) (unaudited) (continued)
Face | | | | | |
Amount | | Security | | Value | |
Media — 9.2% (continued) | | | |
$ | 2,520,000 | | CCH I LLC/CCH Capital Corp., Senior Secured Notes, 11.000% due 10/1/15 | | $ | 2,482,200 | |
1,320,000 | | CCH II LLC/CCH II Capital Corp., Senior Notes, 10.250% due 9/15/10 | | 1,339,800 | |
620,000 | | Charter Communications Holdings LLC, Senior Discount Notes, | | | |
| | 12.125% due 1/15/12 | | 601,400 | |
510,000 | | Charter Communications Holdings LLC/Charter Communications Holdings | | | |
| | Capital Corp., Senior Discount Notes, 11.750% due 5/15/11 | | 494,700 | |
1,010,000 | | CMP Susquehanna Corp., 9.875% due 5/15/14 | | 939,300 | |
| | CSC Holdings Inc.: | | | |
| | Senior Debentures: | | | |
530,000 | | 7.625% due 7/15/18 | | 488,925 | |
50,000 | | Series B, 8.125% due 8/15/09 | | 50,500 | |
| | Senior Notes, Series B: | | | |
795,000 | | 8.125% due 7/15/09 | | 802,950 | |
750,000 | | 7.625% due 4/1/11 | | 742,500 | |
450,000 | | 6.750% due 4/15/12 | | 427,500 | |
422,000 | | Dex Media East LLC/Dex Media East Finance Co., Senior Notes, Series B, | | | |
| | 12.125% due 11/15/12 | | 451,540 | |
855,000 | | Dex Media West LLC/Dex Media Finance Co., Senior Subordinated Notes, Series B, | | | |
| | 9.875% due 8/15/13 | | 906,300 | |
| | EchoStar DBS Corp., Senior Notes: | | | |
1,125,000 | | 6.625% due 10/1/14 | | 1,091,250 | |
1,315,000 | | 7.125% due 2/1/16 | | 1,291,987 | |
770,000 | | Idearc Inc., Senior Notes, 8.000% due 11/15/16 | | 764,225 | |
1,585,000 | | Insight Communications Co. Inc., Senior Discount Notes, 12.250% due 2/15/11 | | 1,638,494 | |
| | ION Media Networks Inc.: | | | |
280,000 | | Senior Secured Notes, 11.610% due 1/15/13 (a)(c) | | 280,700 | |
375,000 | | Series A, 11.000% due 7/31/13 | | 330,000 | |
635,000 | | Quebecor Media Inc., Senior Notes, 7.750% due 3/15/16 | | 607,219 | |
| | R.H. Donnelley Corp.: | | | |
| | Senior Discount Notes: | | | |
375,000 | | Series A-1, 6.875% due 1/15/13 | | 355,313 | |
700,000 | | Series A-2, 6.875% due 1/15/13 | | 663,250 | |
1,275,000 | | Senior Notes, Series A-3, 8.875% due 1/15/16 | | 1,313,250 | |
300,000 | | R.H. Donnelley Finance Corp. I, Senior Subordinated Notes, 10.875% | | | |
| | due 12/15/12 (a) | | 319,500 | |
103,000 | | Sinclair Broadcast Group Inc., Senior Subordinated Notes, 8.000% due 3/15/12 | | 104,545 | |
1,300,000 | | Time Warner Inc., Senior Notes, 7.625% due 4/15/31 | | 1,413,083 | |
| | TL Acquisitions Inc.: | | | |
1,420,000 | | Senior Notes, 10.500% due 1/15/15 (a) | | 1,345,450 | |
1,080,000 | | Senior Subordinated Notes, step bond to yield 13.360% due 7/15/15 (a) | | 815,400 | |
740,000 | | XM Satellite Radio Inc., Senior Notes, 9.856% due 5/1/13 (c) | | 691,900 | |
| | Total Media | | 28,188,056 | |
Metals & Mining — 3.3% | | | |
105,000 | | Chaparral Steel Co., Senior Notes, 10.000% due 7/15/13 | | 119,700 | |
3,795,000 | | Freeport-McMoRan Copper & Gold Inc., Senior Notes, 8.375% due 4/1/17 | | 4,051,162 | |
890,000 | | Metals USA Holdings Corp., Senior Notes, 11.360% due 7/1/12 (a)(b)(c) | | 829,925 | |
| | | | | | | |
See Notes to Financial Statements.
Western Asset Managed High Income Fund Inc. 2007 Semi-Annual Report 9
Schedule of Investments (August 31, 2007) (unaudited) (continued)
Face | | | | | |
Amount | | Security | | Value | |
Metals & Mining — 3.3% (continued) | | | |
$ | 1,720,000 | | Metals USA Inc., Senior Secured Notes, 11.125% due 12/1/15 | | $ | 1,840,400 | |
1,080,000 | | Noranda Aluminum Holding Corp., Senior Notes, 11.146% due 11/15/14 (a)(b)(c) | | 988,200 | |
1,195,000 | | Novelis Inc., Senior Notes, 7.250% due 2/15/15 | | 1,165,125 | |
1,020,000 | | Tube City IMS Corp., 9.750% due 2/1/15 | | 1,004,700 | |
| | Total Metals & Mining | | 9,999,212 | |
Multiline Retail — 1.5% | | | |
| | Dollar General Corp.: | | | |
1,330,000 | | Senior Notes, 10.625% due 7/15/15 (a) | | 1,203,650 | |
1,280,000 | | Senior Subordinated Notes, 11.875% due 7/15/17 (a)(b) | | 1,081,600 | |
| | Neiman Marcus Group Inc.: | | | |
730,000 | | Senior Notes, 9.000% due 10/15/15 (b) | | 773,800 | |
1,505,000 | | Senior Subordinated Notes, 10.375% due 10/15/15 | | 1,625,400 | |
| | Total Multiline Retail | | 4,684,450 | |
Oil, Gas & Consumable Fuels — 9.8% | | | |
1,580,000 | | Belden & Blake Corp., Secured Notes, 8.750% due 7/15/12 | | 1,587,900 | |
| | Chesapeake Energy Corp., Senior Notes: | | | |
1,875,000 | | 6.625% due 1/15/16 | | 1,823,437 | |
950,000 | | 6.250% due 1/15/18 | | 894,187 | |
345,000 | | Compagnie Generale de Geophysique SA, Senior Notes, 7.500% due 5/15/15 | | 348,450 | |
958,681 | | Corral Finans AB, 10.360% due 4/15/10 (a)(b) | | 920,334 | |
4,175,000 | | El Paso Corp., Medium-Term Notes, 7.750% due 1/15/32 | | 4,177,597 | |
| | Enterprise Products Operating LP: | | | |
250,000 | | 7.034% due 1/15/68 (c) | | 225,559 | |
790,000 | | Junior Subordinated Notes, 8.375% due 8/1/66 (c) | | 810,125 | |
1,760,000 | | EXCO Resources Inc., Senior Notes, 7.250% due 1/15/11 | | 1,782,000 | |
350,000 | | Inergy LP/Inergy Finance Corp., Senior Notes, 8.250% due 3/1/16 | | 356,125 | |
1,140,000 | | International Coal Group Inc., Senior Notes, 10.250% due 7/15/14 | | 1,074,450 | |
| | Mariner Energy Inc., Senior Notes: | | | |
560,000 | | 7.500% due 4/15/13 | | 534,800 | |
335,000 | | 8.000% due 5/15/17 | | 319,088 | |
705,000 | | OPTI Canada Inc., Senior Secured Notes, 8.250% due 12/15/14 (a) | | 717,338 | |
670,000 | | Petrohawk Energy Corp., Senior Notes, 9.125% due 7/15/13 | | 701,825 | |
| | Petroplus Finance Ltd.: | | | |
380,000 | | 6.750% due 5/1/14 (a) | | 355,300 | |
680,000 | | Senior Note, 7.000% due 5/1/17 (a) | | 629,000 | |
| | Pogo Producing Co., Senior Subordinated Notes: | | | |
40,000 | | 7.875% due 5/1/13 | | 40,500 | |
1,220,000 | | 6.875% due 10/1/17 | | 1,235,250 | |
310,000 | | Series B, 8.250% due 4/15/11 | | 318,138 | |
1,740,000 | | SemGroup LP, Senior Notes, 8.750% due 11/15/15 (a) | | 1,683,450 | |
60,000 | | SESI LLC, Senior Notes, 6.875% due 6/1/14 | | 57,600 | |
1,000,000 | | Stallion Oilfield Services, 9.820% due 7/31/12 (c) | | 975,000 | |
1,625,000 | | Stone Energy Corp., Senior Subordinated Notes, 6.750% due 12/15/14 | | 1,466,562 | |
795,000 | | W&T Offshore Inc., Senior Notes, 8.250% due 6/15/14 (a) | | 745,313 | |
765,000 | | Whiting Petroleum Corp., Senior Subordinated Notes, 7.000% due 2/1/14 | | 724,838 | |
| | | | | | | |
See Notes to Financial Statements.
10 Western Asset Managed High Income Fund Inc. 2007 Semi-Annual Report
Schedule of Investments (August 31, 2007) (unaudited) (continued)
Face | | | | | |
Amount | | Security | | Value | |
Oil, Gas & Consumable Fuels — 9.8% (continued) | | | |
| | Williams Cos. Inc.: | | | |
| | Notes: | | | |
$ | 1,615,000 | | 7.875% due 9/1/21 | | $ | 1,740,162 | |
2,265,000 | | 8.750% due 3/15/32 | | 2,587,762 | |
1,025,000 | | Senior Notes, 7.625% due 7/15/19 | | 1,094,187 | |
| | Total Oil, Gas & Consumable Fuels | | 29,926,277 | |
Paper & Forest Products — 2.4% | | | |
| | Abitibi-Consolidated Co. of Canada, Senior Notes: | | | |
990,000 | | 6.000% due 6/20/13 | | 737,550 | |
665,000 | | 8.375% due 4/1/15 | | 525,350 | |
| | Abitibi-Consolidated Inc.: | | | |
| | Debentures: | | | |
760,000 | | 7.400% due 4/1/18 | | 554,800 | |
340,000 | | 8.850% due 8/1/30 | | 260,100 | |
105,000 | | Notes, 7.750% due 6/15/11 | | 88,200 | |
| | Appleton Papers Inc.: | | | |
75,000 | | Senior Notes, 8.125% due 6/15/11 | | 74,719 | |
1,590,000 | | Senior Subordinated Notes, Series B, 9.750% due 6/15/14 | | 1,607,887 | |
| | NewPage Corp.: | | | |
| | Senior Secured Notes: | | | |
530,000 | | 10.000% due 5/1/12 | | 551,200 | |
1,075,000 | | 11.606% due 5/1/12 (c) | | 1,144,875 | |
640,000 | | Senior Subordinated Notes, 12.000% due 5/1/13 | | 672,000 | |
| | Verso Paper Holdings LLC, Series B: | | | |
30,000 | | 9.125% due 8/1/14 | | 30,150 | |
1,220,000 | | 11.375% due 8/1/16 | | 1,250,500 | |
| | Total Paper & Forest Products | | 7,497,331 | |
Pharmaceuticals — 0.7% | | | |
2,310,000 | | Leiner Health Products Inc., Senior Subordinated Notes, 11.000% due 6/1/12 | | 2,021,250 | |
Real Estate Investment Trusts (REITs) — 0.6% | | | |
375,000 | | Host Marriott LP, Senior Notes, 7.125% due 11/1/13 | | 375,000 | |
320,000 | | Kimball Hill Inc., Senior Subordinated Notes, 10.500% due 12/15/12 | | 235,200 | |
| | Ventas Realty LP/Ventas Capital Corp., Senior Notes: | | | |
370,000 | | 6.500% due 6/1/16 | | 357,975 | |
835,000 | | 6.750% due 4/1/17 | | 816,213 | |
| | Total Real Estate Investment Trusts (REITs) | | 1,784,388 | |
Real Estate Management & Development — 0.8% | | | |
760,000 | | Ashton Woods USA LLC/Ashton Woods Finance Co., Senior Subordinated Notes, | | | |
| | 9.500% due 10/1/15 | | 608,000 | |
2,635,000 | | Realogy Corp., Senior Subordinated Notes, 12.375% due 4/15/15 (a) | | 1,946,606 | |
| | Total Real Estate Management & Development | | 2,554,606 | |
| | | | | | | |
See Notes to Financial Statements.
Western Asset Managed High Income Fund Inc. 2007 Semi-Annual Report 11
Schedule of Investments (August 31, 2007) (unaudited) (continued)
Face | | | | | |
Amount | | Security | | Value | |
Road & Rail — 1.9% | | | |
$ | 1,455,000 | | Grupo Transportacion Ferroviaria Mexicana SA de CV, Senior Notes, | | | |
| | 9.375% due 5/1/12 | | $ | 1,513,200 | |
| | Hertz Corp.: | | | |
425,000 | | Senior Notes, 8.875% due 1/1/14 | | 442,000 | |
2,735,000 | | Senior Subordinated Notes, 10.500% due 1/1/16 | | 2,967,475 | |
| | Kansas City Southern de Mexico, Senior Notes: | | | |
280,000 | | 7.625% due 12/1/13 (a) | | 275,100 | |
315,000 | | 7.375% due 6/1/14 (a) | | 306,338 | |
290,000 | | Kansas City Southern Railway, Senior Notes, 7.500% due 6/15/09 | | 291,450 | |
| | Total Road & Rail | | 5,795,563 | |
Semiconductors & Semiconductor Equipment — 0.4% | | | |
1,150,000 | | Freescale Semiconductor Inc., 8.875% due 12/15/14 | | 1,066,625 | |
Specialty Retail — 0.8% | | | |
285,000 | | Asbury Automotive Group Inc., Senior Subordinated Notes, | | | |
| | 7.625% due 3/15/17 (a) | | 263,625 | |
| | AutoNation Inc., Senior Notes: | | | |
230,000 | | 7.360% due 4/15/13 (c) | | 217,350 | |
200,000 | | 7.000% due 4/15/14 | | 189,250 | |
1,040,000 | | Blockbuster Inc., Senior Subordinated Notes, 9.000% due 9/1/12 | | 899,600 | |
220,000 | | Eye Care Centers of America, Senior Subordinated Notes, 10.750% due 2/15/15 | | 236,500 | |
670,000 | | Michaels Stores Inc., Senior Notes, 10.000% due 11/1/14 (a) | | 675,025 | |
| | Total Specialty Retail | | 2,481,350 | |
Textiles, Apparel & Luxury Goods — 1.2% | | | |
| | Levi Strauss & Co., Senior Notes: | | | |
1,345,000 | | 9.750% due 1/15/15 | | 1,398,800 | |
705,000 | | 8.875% due 4/1/16 | | 712,050 | |
2,000,000 | | Simmons Co., Senior Discount Notes, step bond to yield 8.253% due 12/15/14 | | 1,565,000 | |
| | Total Textiles, Apparel & Luxury Goods | | 3,675,850 | |
Thrifts & Mortgage Finance — 0.9% | | | |
3,200,000 | | Ocwen Capital Trust I, Capital Securities, 10.875% due 8/1/27 | | 2,872,000 | |
Tobacco — 0.3% | | | |
| | Alliance One International Inc., Senior Notes: | | | |
230,000 | | 8.500% due 5/15/12 (a) | | 230,000 | |
680,000 | | 11.000% due 5/15/12 | | 714,000 | |
| | Total Tobacco | | 944,000 | |
Trading Companies & Distributors — 1.0% | | | |
685,000 | | Ashtead Capital Inc., Notes, 9.000% due 8/15/16 (a) | | 681,575 | |
930,000 | | H&E Equipment Services Inc., Senior Notes, 8.375% due 7/15/16 | | 957,900 | |
1,320,000 | | Penhall International Corp., Senior Secured Notes, 12.000% due 8/1/14 (a) | | 1,379,400 | |
| | Total Trading Companies & Distributors | | 3,018,875 | |
| | | | | | | |
See Notes to Financial Statements.
12 Western Asset Managed High Income Fund Inc. 2007 Semi-Annual Report
Schedule of Investments (August 31, 2007) (unaudited) (continued)
Face | | | | | |
Amount | | Security | | Value | |
Transportation Infrastructure — 0.6% | | | |
| | Saint Acquisition Corp., Secured Notes: | | | |
$ | 385,000 | | 13.308% due 5/15/15 (a)(c) | | $ | 269,500 | |
2,290,000 | | 12.500% due 5/15/17 (a) | | 1,562,925 | |
| | Total Transportation Infrastructure | | 1,832,425 | |
Wireless Telecommunication Services — 3.4% | | | |
450,000 | | MetroPCS Wireless Inc., Senior Notes, 9.250% due 11/1/14 (a) | | 445,500 | |
| | Rural Cellular Corp.: | | | |
1,045,000 | | Senior Secured Notes, 8.250% due 3/15/12 | | 1,092,025 | |
890,000 | | Senior Subordinated Notes, 8.621% due 6/1/13 (a)(c) | | 912,250 | |
| | Sprint Capital Corp.: | | | |
3,400,000 | | Notes, 8.750% due 3/15/32 | | 3,935,487 | |
1,975,000 | | Senior Notes, 6.875% due 11/15/28 | | 1,927,667 | |
2,120,000 | | True Move Co., Ltd., 10.750% due 12/16/13 (a) | | 2,130,600 | |
| | Total Wireless Telecommunication Services | | 10,443,529 | |
| | TOTAL CORPORATE BONDS & NOTES | | | |
| | (Cost — $293,063,795) | | 285,666,264 | |
ASSET-BACKED SECURITY — 0.0% | | | |
Diversified Financial Services — 0.0% | | | |
6,296,588 | | Airplanes Pass-Through Trust, Subordinated Notes, Series D, 10.875% due 3/15/19 (d)(e)(f) (Cost — $6,995,540) | | 0 | |
CONVERTIBLE BOND & NOTE — 0.1% | | | |
Diversified Financial Services — 0.1% | | | |
340,000 | | Ford Motor Co., Senior Notes, 4.250% due 12/15/36 (Cost — $340,000) | | 367,200 | |
LOAN PARTICIPATIONS — 1.6% | | | |
Oil, Gas & Consumable Fuels — 0.8% | | | |
2,500,000 | | SundRidge Energy, Term Loan, 8.975% due 4/1/15 (Bank of America Securities)(a)(g) | | 2,456,250 | |
Paper & Forest Products — 0.6% | | | |
| | Bluegrass Container Co. LLC: | | | |
1,515,152 | | Second Lien, Tranche, 10.320% due 12/30/13 (JPMorgan Chase & Co) (a)(g) | | 1,511,364 | |
484,848 | | Term Loans, 10.320% due 12/30/13 (JPMorgan Chase & Co) (a)(g) | | 483,636 | |
| | Total Paper & Forest Products | | 1,995,000 | |
Trading Companies & Distributors — 0.2% | | | |
500,000 | | Penhall International Corp., Term Loan, 12.824% due 4/1/12 | | | |
| | (Deutsche Bank Securities)(a)(g) | | 470,000 | |
| | TOTAL LOAN PARTICIPATIONS | | | |
| | (Cost — $4,990,847) | | 4,921,250 | |
SOVEREIGN BONDS — 1.4% | | | |
Brazil — 0.4% | | | |
| | Federative Republic of Brazil: | | | |
612,000 | | 11.000% due 8/17/40 | | 809,370 | |
380,000 | | Collective Action Securities, Notes, 8.000% due 1/15/18 | | 419,235 | |
| | Total Brazil | | 1,228,605 | |
| | | | | | | |
See Notes to Financial Statements.
Western Asset Managed High Income Fund Inc. 2007 Semi-Annual Report 13
Schedule of Investments (August 31, 2007) (unaudited) (continued)
Face | | | | | |
Amount | | Security | | Value | |
Russia — 1.0% | | | |
$ | 2,795,950 | | Russian Federation, 7.500% due 3/31/30 (a)(c) | | $ | 3,106,999 | |
| | TOTAL SOVEREIGN BONDS | | | |
| | (Cost — $4,257,432) | | 4,335,604 | |
| | | | | |
Shares | | | | | |
COMMON STOCKS — 0.0% | | | |
CONSUMER DISCRETIONARY — 0.0% | | | |
Household Durables — 0.0% | | | |
2,821,127 | | Home Interiors & Gifts Inc. (e)(f)* | | 28,211 | |
CONSUMER STAPLES — 0.0% | | | |
Food Products — 0.0% | | | |
38,785 | | Aurora Foods Inc. (e)(f)* | | 0 | |
MATERIALS — 0.0% | | | |
Chemicals — 0.0% | | | |
1 | | Pliant Corp. (e)(f)* | | 0 | |
TELECOMMUNICATION SERVICES — 0.0% | | | |
Diversified Telecommunication Services — 0.0% | | | |
2,169 | | McLeodUSA Inc., Class A Shares (e)(f)* | | 0 | |
12,250 | | Pagemart Wireless (a)(e)(f) | | 123 | |
| | TOTAL TELECOMMUNICATION SERVICES | | 123 | |
| | TOTAL COMMON STOCKS | | | |
| | (Cost — $1,257,731) | | 28,334 | |
CONVERTIBLE PREFERRED STOCKS — 0.2% | | | |
ENERGY — 0.2% | | | |
Oil, Gas & Consumable Fuels — 0.2% | | | |
1,867 | | Chesapeake Energy Corp. Convertible, 6.250% (Cost — $469,088) | | 491,955 | |
PREFERRED STOCKS — 0.1% | | | |
CONSUMER DISCRETIONARY — 0.1% | | | |
Automobiles — 0.1% | | | |
8,800 | | Ford Motor Co., Notes, 7.500% | | 154,528 | |
Media — 0.0% | | | |
3 | | ION Media Networks Inc., Series B, 12.000% * | | 21,375 | |
| | TOTAL CONSUMER DISCRETIONARY | | 175,903 | |
FINANCIALS — 0.0% | | | |
Diversified Financial Services — 0.0% | | | |
100 | | Preferred Plus, Series FRD-1, 7.400% | | 1,623 | |
8,500 | | Saturns, Series F 2003-5, 8.125% | | 145,350 | |
| | TOTAL FINANCIALS | | 146,973 | |
| | TOTAL PREFERRED STOCKS | | | |
| | (Cost — $352,930) | | 322,876 | |
| | | | | | | |
See Notes to Financial Statements.
14 Western Asset Managed High Income Fund Inc. 2007 Semi-Annual Report
Schedule of Investments (August 31, 2007) (unaudited) (continued)
Warrants | | Security | | Value | |
WARRANTS — 0.0% | | | |
1,005 | | Cybernet Internet Services International Inc., Expires 7/1/09 (a)(e)(f)* | | $ | 0 | |
940 | | GT Group Telecom Inc., Class B Shares, Expires 2/1/10 (a)(e)(f)* | | 0 | |
720 | | IWO Holdings Inc., Expires 1/15/11 (a)(e)(f)* | | 0 | |
750 | | Jazztel PLC, Expires 7/15/10 (e)(f)* | | 0 | |
1,040 | | Merrill Corp., Class B Shares, Expires 5/5/09 (a)(e)(f)* | | 0 | |
2,460 | | Viasystems Group Inc., Expires 1/31/10 (e)(f)* | | 0 | |
| | TOTAL WARRANTS | | | |
| | (Cost — $248,597) | | 0 | |
| | TOTAL INVESTMENTS BEFORE SHORT-TERM INVESTMENT | | | |
| | (Cost — $311,975,960) | | 296,133,483 | |
| | | | | |
Face | | | | | |
Amount | | | | | |
SHORT-TERM INVESTMENT — 1.7% | | | |
Repurchase Agreement — 1.7% | | | |
$ | 5,357,000 | | Nomura Securities International Inc. repurchase agreement dated 8/31/07, | | | |
| | 5.180% due 9/4/07; Proceeds at maturity — $5,360,083; (Fully collateralized | | | |
| | by various U.S. government and agency obligations 0.000% to 5.250% | | | |
| | due 10/26/07 to 4/15/12; Market value — $5,468,128) (Cost — $5,357,000) | | 5,357,000 | |
| | TOTAL INVESTMENTS — 98.3% (Cost — $317,332,960#) | | 301,490,483 | |
| | Other Assets in Excess of Liabilities — 1.7% | | 5,073,113 | |
| | TOTAL NET ASSETS — 100.0% | | $ | 306,563,596 | |
| | | | | | | |
* | | Non-income producing security. |
(a) | | Security is exempt from registration under Rule 144A of the Securities Act of 1933. This security may be resold in transactions that are exempt from registration, normally to qualified institutional buyers. This security has been deemed liquid pursuant to guidelines approved by the Board of Directors, unless otherwise noted. |
(b) | | Payment-in-kind security for which part of the income earned may be paid as additional principal. |
(c) | | Variable rate security. Interest rate disclosed is that which is in effect at August 31, 2007. |
(d) | | Security is currently in default. |
(e) | | Illiquid security. |
(f) | | Security is valued in good faith at fair value by or under the direction of the Board of Directors (See Note 1). |
(g) | | Participation interest was acquired through the financial institution indicated parenthetically. |
# | | Aggregate cost for federal income tax purposes is substantially the same. |
See Notes to Financial Statements.
Western Asset Managed High Income Fund Inc. 2007 Semi-Annual Report 15
Statement of Assets and Liabilities (August 31, 2007) (unaudited)
ASSETS: | | | |
Investments, at value (Cost — $317,332,960) | | $ | 301,490,483 | |
Cash | | 253 | |
Dividends and interest receivable | | 6,108,910 | |
Receivable for securities sold | | 45,754 | |
Prepaid expenses | | 14,811 | |
Other receivables | | 187,513 | |
Total Assets | | 307,847,724 | |
LIABILITIES: | | | |
Payable for securities purchased | | 1,038,038 | |
Investment management fee payable | | 207,470 | |
Directors’ fees payable | | 756 | |
Accrued expenses | | 37,864 | |
Total Liabilities | | 1,284,128 | |
Total Net Assets | | $ | 306,563,596 | |
| | | |
NET ASSETS: | | | |
Par value ($0.001 par value; 45,637,929 shares issued and outstanding; 500,000,000 shares authorized) (Note 4) | | $ | 45,638 | |
Paid-in capital in excess of par value | | 501,643,690 | |
Undistributed net investment income | | 1,768,187 | |
Accumulated net realized loss on investments | | (181,051,442 | ) |
Net unrealized depreciation on investments | | (15,842,477 | ) |
Total Net Assets | | $ | 306,563,596 | |
| | | |
Shares Outstanding | | 45,637,929 | |
Net Asset Value | | $6.72 | |
See Notes to Financial Statements.
16 Western Asset Managed High Income Fund Inc. 2007 Semi-Annual Report
Statement of Operations (For the six-months ended August 31, 2007) (unaudited)
INVESTMENT INCOME: | | | |
Interest | | $ | 13,692,690 | |
Dividends | | 31,561 | |
Total Investment Income | | 13,724,251 | |
EXPENSES: | | | |
Investment management fee (Note 2) | | 1,294,697 | |
Shareholder reports | | 44,189 | |
Stock exchange listing fees | | 22,268 | |
Audit and tax | | 20,291 | |
Directors’ fees | | 20,265 | |
Legal fees | | 18,427 | |
Transfer agent fees | | 10,782 | |
Insurance | | 3,147 | |
Custody fees | | 2,494 | |
Miscellaneous expenses | | 4,275 | |
Total Expenses | | 1,440,835 | |
Net Investment Income | | 12,283,416 | |
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (NOTES 1 AND 3): | | | |
Net Realized Gain From Investment Transactions | | 874,696 | |
Change in Net Unrealized Appreciation/Depreciation From Investments | | (22,503,391 | ) |
Net Loss on Investments | | (21,628,695 | ) |
Decrease in Net Assets From Operations | | $ | (9,345,279 | ) |
See Notes to Financial Statements.
Western Asset Managed High Income Fund Inc. 2007 Semi-Annual Report 17
Statements of Changes in Net Assets
For the six months ended August 31, 2007 (unaudited)
and the year ended February 28, 2007
| | August 31 | | February 28 | |
OPERATIONS: | | | | | |
Net investment income | | $ | 12,283,416 | | $ | 24,007,865 | |
Net realized gain | | 874,696 | | 8,386,126 | |
Change in net unrealized appreciation/depreciation | | (22,503,391 | ) | 1,847,969 | |
Increase (Decrease) in Net Assets From Operations | | (9,345,279 | ) | 34,241,960 | |
DISTRIBUTIONS TO SHAREHOLDERS FROM (NOTE 1): | | | | | |
Net investment income | | (12,322,241 | ) | (22,837,221 | ) |
Decrease in Net Assets From Distributions to Shareholders | | (12,322,241 | ) | (22,837,221 | ) |
Increase (Decrease) in Net Assets | | (21,667,520 | ) | 11,404,739 | |
NET ASSETS: | | | | | |
Beginning of period | | 328,231,116 | | 316,826,377 | |
End of period* | | $ | 306,563,596 | | $ | 328,231,116 | |
| | | | | |
*Includes undistributed net investment income of: | | $ | 1,768,187 | | $ | 1,807,012 | |
See Notes to Financial Statements.
18 Western Asset Managed High Income Fund Inc. 2007 Semi-Annual Report
Financial Highlights
For a share of capital stock outstanding throughout each year ended February 28, unless otherwise noted:
| | 2007(3) | | 2007 | | 2006 | | 2005(1) | | 2004(1)(2) | | 2003(1) | |
Net Asset Value, Beginning of Period | | $7.19 | | $6.94 | | $7.20 | | $7.12 | | $6.30 | | $6.84 | |
Income (Loss) From Operations: | | | | | | | | | | | | | |
Net investment income | | 0.27 | | 0.54 | | 0.50 | | 0.53 | | 0.58 | | 0.65 | |
Net realized and unrealized gain (loss) | | (0.47 | ) | 0.21 | | (0.26 | ) | 0.13 | | 0.88 | | (0.51 | ) |
Total Income (Loss) From Operations | | (0.20 | ) | 0.75 | | 0.24 | | 0.66 | | 1.46 | | 0.14 | |
Less Distributions From: | | | | | | | | | | | | | |
Net investment income | | (0.27 | ) | (0.50 | ) | (0.50 | ) | (0.58 | ) | (0.60 | ) | (0.65 | ) |
Return of capital | | — | | — | | — | | — | | (0.04 | ) | (0.03 | ) |
Total Distributions | | (0.27 | ) | (0.50 | ) | (0.50 | ) | (0.58 | ) | (0.64 | ) | (0.68 | ) |
Net Asset Value, End of Period | | $6.72 | | $7.19 | | $6.94 | | $7.20 | | $7.12 | | $6.30 | |
Market Price, End of Period | | $6.17 | | $6.96 | | $6.16 | | $6.49 | | $6.98 | | $6.85 | |
Total Return, Based on NAV(4) | | (2.67 | )% | 12.11 | % | 4.49 | % | 10.33 | %(5) | 23.98 | % | 2.68 | % |
Total Return, Based on Market Price(4) | | (7.68 | )% | 22.27 | % | 2.89 | % | 1.45 | % | 11.78 | % | 7.86 | % |
Net Assets, End of Period (millions) | | $307 | | $328 | | $317 | | $329 | | $325 | | $284 | |
Ratios to Average Net Assets: | | | | | | | | | | | | | |
Gross expenses | | 0.89 | % | 0.97 | %(6) | 1.11 | % | 1.26 | % | 1.24 | % | 1.26 | % |
Net expenses | | 0.89 | | 0.94 | (7)(6) | 1.11 | (7) | 1.26 | | 1.24 | | 1.26 | |
Net investment income | | 7.59 | | 7.56 | | 7.21 | | 7.47 | | 8.45 | | 10.27 | |
Portfolio Turnover Rate | | 30 | % | 67 | % | 33 | % | 41 | % | 31 | % | 71 | % |
(1) Per share amounts have been calculated using the average shares method.
(2) For the year ended February 29, 2004.
(3) For the six months ended August 31, 2007 (unaudited).
(4) The total return calculation assumes that distributions are reinvested in accordance with the Fund’s dividend reinvestment plan. Past performance is no guarantee of future results. Total returns for periods of less than one year are not annualized.
(5) The prior investment manager fully reimbursed the Fund for losses incurred resulting from an investment transaction error. Without this reimbursement, total return would not have changed.
(6) Included in the expense ratios are certain non-recurring restructuring (and reorganization, if applicable) fees that were incurred by the Fund during the period. Without these fees, the gross and net expense ratios would have been 0.91%.
(7) Reflects fee waivers and/or expense reimbursements.
See Notes to Financial Statements.
Western Asset Managed High Income Fund Inc. 2007 Semi-Annual Report 19
Notes to Financial Statements (unaudited)
1. Organization and Significant Accounting Policies
Western Asset Managed High Income Fund Inc. (the “Fund”) (formerly, Managed High Income Portfolio Inc.) was incorporated in Maryland on December 24, 1992 and is registered as a diversified, closed-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund’s primary investment objective is high current income. Capital appreciation is a secondary objective.
The following are significant accounting policies consistently followed by the Fund and are in conformity with U.S. generally accepted accounting principles (“GAAP”). Estimates and assumptions are required to be made regarding assets, liabilities and changes in net assets resulting from operations when financial statements are prepared. Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ.
(a) Investment Valuation. Debt securities are valued at the mean between the last quoted bid and asked prices provided by an independent pricing service that are based on transactions in debt obligations, quotations from bond dealers, market transactions in comparable securities and various other relationships between securities. Equity securities for which market quotations are available are valued at the last sale price or official closing price on the primary market or exchange on which they trade. When prices are not readily available, or are determined not to reflect fair value, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded, but before the Fund calculates its net asset value, the Fund may value these investments at fair value as determined in accordance with the procedures approved by the Fund’s Board of Directors. Short-term obligations with maturities of 60 days or less are valued at amortized cost, which approximates fair value.
(b) Repurchase Agreements. When entering into repurchase agreements, it is the Fund’s policy that its custodian or a third party custodian take possession of the underlying collateral securities, the market value of which, at all times, at least equals the principal amount of the repurchase transaction, including accrued interest. To the extent that any repurchase transaction exceeds one business day, the value of the collateral is marked-to-market to ensure the adequacy of the collateral. If the seller defaults, and the market value of the collateral declines or if bankruptcy proceedings are commenced with respect to the seller of the security, realization of the collateral by the Fund may be delayed or limited.
(c) Loan Participations. The Fund may invest in loans arranged through private negotiation between one or more financial institutions. The Fund’s investment in any such loan may be in the form of a participation in or an assignment of the loan. In connection with purchasing participations, the Fund generally will have no right to enforce compliance by the borrower with the terms of the loan agreement, nor any rights of set-off against the borrower and the Fund may not benefit directly from any collateral supporting the loan in which it has purchased the participation.
The Fund assumes the credit risk of the borrower, the lender that is selling the participation and any other persons interpositioned between the Fund and the borrower. In the event of the insolvency of the lender selling the participation, the Fund may be treated as
20 Western Asset Managed High Income Fund Inc. 2007 Semi-Annual Report
Notes to Financial Statements (unaudited) (continued)
a general creditor of the lender and may not benefit from any set-off between the lender and the borrower.
(d) Security Transactions and Investment Income. Security transactions are accounted for on a trade date basis. Interest income, adjusted for amortization of premium and accretion of discount, is recorded on the accrual basis. Dividend income is recorded on the ex-dividend date. The cost of investments sold is determined by use of the specific identification method. To the extent any issuer defaults on an expected interest payment, the Fund’s policy is to generally halt any additional interest income accruals and consider the realizability of interest accrued up to the date of default.
(e) Credit and Market Risk. The Fund invests in high yield instruments that are subject to certain credit and market risks. The yields of high yield obligations reflect, among other things, perceived credit and market risks. The Fund’s investment in securities rated below investment grade typically involves risks not associated with higher rated securities including, among others, greater risk related to timely and ultimate payment of interest and principal, greater market price volatility and less liquid secondary market trading.
(f) Distributions to Shareholders. Distributions from net investment income for the Fund, if any, are declared and paid on a monthly basis. Distributions of net realized gains, if any, are declared at least annually. Distributions are recorded on the ex-dividend date and are determined in accordance with income tax regulations, which may differ from GAAP.
(g) Federal and Other Taxes. It is the Fund’s policy to comply with the federal income and excise tax requirements of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies. Accordingly, the Fund intends to distribute substantially all of its taxable income and net realized gains on investments, if any, to shareholders each year. Therefore, no federal income tax provision is required in the Fund’s financial statements.
(h) Reclassification. GAAP requires that certain components of net assets be adjusted to reflect permanent differences between financial and tax reporting. These reclassifications have no effect on net assets or net asset values per share.
2. Investment Management Agreement and Other Transactions with Affiliates
Legg Mason Partners Fund Advisor, LLC (“LMPFA”) is the Fund’s investment manager. Western Asset Management Company (“Western Asset”) and Western Asset Management Company Limited (“Western Asset Limited”) are the Fund’s Subadvisers. LMPFA, Western Asset and Western Asset Limited are wholly-owned subsidiaries of Legg Mason, Inc. (“Legg Mason”).
LMPFA provides administrative and certain oversight services to the Fund. The Fund pays LMPFA an investment management fee, calculated daily and paid monthly, at an annual rate of 0.80% of the Fund’s average daily net assets. LMPFA delegates to the subadvisers the day-to-day portfolio management of the Fund. For its services, LMPFA pays Western Asset 70% of the net management fee it receives from the Fund. Western Asset Limited provides certain advisory services to the Fund relating to currency transactions
Western Asset Managed High Income Fund Inc. 2007 Semi-Annual Report 21
Notes to Financial Statements (unaudited) (continued)
and investment in non-U.S. dollar denominated securities. Western Asset Limited does not receive any compensation from the Fund and is paid by Western Asset for its services to the Fund.
Certain officers and one Director of the Fund are employees of Legg Mason or its affiliates and do not receive compensation from the Fund.
3. Investments
During the six months ended August 31, 2007, the aggregate cost of purchases and proceeds from sales of investments (excluding short-term investments) were as follows:
Purchases | | $ 95,426,060 | |
Sales | | 96,402,968 | |
At August 31, 2007, the aggregate gross unrealized appreciation and depreciation of investments for federal income tax purposes were substantially as follows:
Gross unrealized appreciation | | $ | 7,285,818 | |
Gross unrealized depreciation | | (23,128,295 | ) |
Net unrealized depreciation | | $ | (15,842,477 | ) |
At August 31, 2007, the Fund held loan participations with a total cost of $4,990,847 and a total market value of $4,921,250.
4. Capital Shares
On November 16, 1999 the Fund commenced a share repurchase plan. Since the inception of the repurchase plan, the Fund repurchased (and retired) 1,213,500 shares with a total cost of $10,210,959. For the six months ended August 31, 2007, the Fund did not repurchase shares.
5. Capital Loss Carryforward
As of February 28, 2007, the Fund had a net capital loss carryforward of approximately $181,325,877, of which $12,347,360 expires in 2008, $37,822,746 expires in 2009, 87,539,581 expires in 2010, $38,635,215 expires in 2011 and $4,980,975 expires in 2012. These amounts will be available to offset any future taxable gains.
6. Other Matters
As previously disclosed, on September 16, 2005, the staff of the Securities and Exchange Commission (“SEC”) informed Smith Barney Fund Management LLC (“SBFM”), the former investment adviser and administrator to various closed-end funds, including the Fund, that the staff was considering recommending administrative proceedings against it for alleged violations of Section 19(a) and 34(b) of the Investment Company Act (and related Rule 19a-1). On September 27, 2007, SBFM, without admitting or denying any findings therein, consented to the entry of an order by the SEC relating to the disclosure
22 Western Asset Managed High Income Fund Inc. 2007 Semi-Annual Report
Notes to Financial Statements (unaudited) (continued)
by Managed High Income Fund Inc. (MHY), the name of the Fund prior to October 9, 2006, of the sources of distributions paid by the Fund between 2001 and 2004. SBFM agreed to pay a fine of $450,000, for which it was indemnified by Citigroup, Inc., its former parent. It is not expected that this matter will adversely impact the Fund or its current investment adviser. Salomon Brothers Asset Management Inc., an affiliate of SBFM consented to a similar order by the SEC.
7. Recent Accounting Pronouncements
During June 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation 48 (“FIN 48” or the “Interpretation”), Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement 109. FIN 48 supplements FASB Statement 109, Accounting for Income Taxes, by defining the confidence level that a tax position must meet in order to be recognized in the financial statements. FIN 48 prescribes a comprehensive model for how a fund should recognize, measure, present, and disclose in its financial statements uncertain tax positions that the fund has taken or expects to take on a tax return. FIN 48 requires that the tax effects of a position be recognized only if it is “more likely than not” to be sustained based solely on its technical merits. Management must be able to conclude that the tax law, regulations, case law, and other objective information regarding the technical merits sufficiently support the position’s sustainability with a likelihood of more than 50 percent. FIN 48 is effective for fiscal periods beginning after December 15, 2006, which for this Fund was March 1, 2007. At adoption, the financial statements must be adjusted to reflect only those tax positions that are more likely than not to be sustained as of the adoption date. Management of the Fund has determined that adopting FIN 48 will not have a material impact on the Fund’s financial statements.
* * *
On September 20, 2006, FASB released Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”). FAS 157 establishes an authoritative definition of fair value, sets out a framework for measuring fair value, and requires additional disclosures about fair value measurements. The application of FAS 157 is required for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. At this time, management is evaluating the implications of FAS 157 and its impact on the financial statements has not yet been determined.
Western Asset Managed High Income Fund Inc. 2007 Semi-Annual Report 23
Financial Data (unaudited)
For a share of capital stock outstanding throughout each period:
Record Date | | Payable Date | | NYSE Closing Price† | | Net Asset Value† | | Distribution Paid | | Distribution Reinvestment Price | |
Fiscal Year 2007 | | | | | | | | | | | |
3/28/06 | | | 3/31/06 | | 6.03 | | 6.94 | | 0.0406 | | 6.08 | |
4/25/06 | | | 4/28/06 | | 5.91 | | 6.93 | | 0.0406 | | 6.04 | |
5/23/06 | | | 5/26/06 | | 5.91 | | 6.89 | | 0.0406 | | 5.96 | |
6/27/06 | | | 6/30/06 | | 5.77 | | 6.75 | | 0.0406 | | 5.83 | |
7/21/06 | | | 7/28/06 | | 5.98 | | 6.80 | | 0.0406 | | 6.06 | |
8/18/06 | | | 8/25/06 | | 6.08 | | 6.84 | | 0.0406 | | 6.14 | |
9/22/06 | | | 9/29/06 | | 6.19 | | 6.89 | | 0.0406 | | 6.22 | |
10/20/06 | | | 10/27/06 | | 6.20 | | 6.93 | | 0.0406 | | 6.26 | |
11/17/06 | | | 11/24/06 | | 6.28 | | 7.03 | | 0.0406 | | 6.35 | |
12/22/06 | | | 12/29/06 | | 6.74 | | 7.07 | | 0.0450 | | 6.81 | |
1/19/07 | | | 1/26/07 | | 6.89 | | 7.14 | | 0.0450 | | 7.08 | |
2/16/07 | | | 2/23/07 | | 7.03 | | 7.20 | | 0.0450 | | 7.08 | |
| | | | | | | | | | | |
Fiscal Year 2008 | | | | | | | | | | | |
3/23/07 | | | 3/30/07 | | 6.93 | | 7.16 | | 0.0450 | | 6.98 | |
4/20/07 | | | 4/27/07 | | 6.94 | | 7.19 | | 0.0450 | | 7.00 | |
5/18/07 | | | 5/25/07 | | 6.92 | | 7.20 | | 0.0450 | | 6.99 | |
6/22/07 | | | 6/29/07 | | 6.57 | | 7.06 | | 0.0450 | | 6.65 | |
7/20/07 | | | 7/27/07 | | 6.22 | | 6.89 | | 0.0450 | | 6.18 | |
8/24/07 | | | 8/31/07 | | 6.08 | | 6.72 | | 0.0450 | | 6.13 | |
†As of record date. | | | | | | | | | | | |
24 Western Asset Managed High Income Fund Inc. 2007 Semi-Annual Report
Additional Shareholder Information (unaudited)
Results of Annual Meeting of Shareholders
The Annual Meeting of Shareholders of Western Asset Managed High Income Fund Inc. was held on June 13, 2007, for the purpose of considering and voting upon the election of Directors. The following table provides information concerning the matter voted upon at the meeting:
Election of Directors
Nominees | | Votes For | | Votes Withheld | |
Paolo M. Cucchi | | 34,061,403 | | 454,297 | |
William R. Hutchinson | | 34,077,748 | | 437,952 | |
At August 31, 2007, in addition to Paolo M. Cucchi and William R. Hutchinson, the other Directors of the Fund were as follows:
Carol L. Colman
Daniel P. Cronin
R. Jay Gerken
Western Asset Managed High Income Fund Inc. 25
Dividend Reinvestment Plan (unaudited)
Under the Fund’s Dividend Reinvestment Plan (“Plan”), a shareholder whose shares of Common Stock are registered in his own name will have all distributions from the Fund reinvested automatically by American Stock Transfer & Trust Company (“AST”), as agent under the Plan, unless the shareholder elects to receive cash. Distributions with respect to shares registered in the name of a broker-dealer or other nominee (that is, in “street name”) will be reinvested by the broker or nominee in additional shares under the Plan, unless the service is not provided by the broker or nominee or the shareholder elects to receive distributions in cash. Investors who own Common Stock registered in street name should consult their broker-dealers for details regarding reinvestment. All distributions to Fund shareholders who do not participate in the Plan will be paid by check mailed directly to the record holder by or under the direction of AST as dividend-paying agent.
If the Fund declares a dividend or capital gains distribution payable either in shares of Common Stock or in cash, shareholders who are not Plan participants will receive cash, and Plan participants will receive the equivalent amount in shares of Common Stock. When the market price of the Common Stock is equal to or exceeds the net asset value per share of the Common Stock on the Valuation Date (as defined below), Plan participants will be issued shares of Common Stock valued at the net asset value most recently determined or, if net asset value is less than 95% of the then current market price of the Common Stock, then at 95% of the market value. The Valuation Date is the dividend or capital gains distribution record date or, if that date is not a New York Stock Exchange (“NYSE”) trading day, the immediately preceding trading day.
If the market price of the Common Stock is less than the net asset value of the Common Stock, a broker-dealer not affiliated with Legg Mason, Inc., as purchasing agent for Plan participants (“Purchasing Agent”), will buy Common Stock in the open market, on the NYSE or elsewhere, for the participants’ accounts. If, following the commencement of the purchases and before the Purchasing Agent has completed its purchases, the market price exceeds the net asset value of the Common Stock, the average per share purchase price paid by the Purchasing Agent may exceed the net asset value of the Common Stock, resulting in the acquisition of fewer shares than if the dividend or capital gains distribution had been paid in Common Stock issued by the Fund at net asset value. Additionally, if the market price exceeds the net asset value of shares before the Purchasing Agent has completed its purchases, the Purchasing Agent is permitted to cease purchasing shares and the Fund may issue the remaining shares at a price equal to the greater of (a) net asset value or (b) 95% of the then current market price. In a case where the Purchasing Agent has terminated open market purchases and the Fund has issued the remaining shares, the number of shares received by the participant in respect of the cash dividend or distribution will be based on the weighted average of prices paid for shares purchased in the open market and the price at which the Fund issues the remaining shares. AST will apply all cash received as a dividend or capital gains distribution to purchase Common Stock on the open market as soon as practicable after the payable date of the dividend or capital gains distribution, but in no event later than 30 days after that date, except when necessary to comply with applicable provisions of the federal securities laws.
26 Western Asset Managed High Income Fund Inc.
Dividend Reinvestment Plan (unaudited) (continued)
AST will maintain all shareholder accounts in the Plan and will furnish written confirmations of all transactions in each account, including information needed by a shareholder for personal and tax records. The automatic reinvestment of dividends and capital gains distributions will not relieve Plan participants of any income tax that may be payable on the dividends or capital gains distributions. Common Stock in the account of each Plan participant will be held by AST on behalf of the Plan participant, and each shareholder’s proxy will include those shares purchased pursuant to the Plan.
Plan participants are subject to no charge for reinvesting dividends and capital gains distributions. AST’s fees for handling the reinvestment of dividends and capital gains distributions will be paid by the Fund. No brokerage charges apply with respect to shares of Common Stock issued directly by the Fund as a result of dividends or capital gains distributions payable either in Common Stock or in cash. Each Plan participant will, however, bear a proportionate share of brokerage commissions incurred with respect to open market purchases made in connection with the reinvestment of dividends or capital gains distributions.
Experience under the Plan may indicate that changes to it are desirable. The Fund reserves the right to amend or terminate the Plan as applied to any dividend or capital gains distribution paid subsequent to written notice of the change sent to participants at least 30 days before the record date for the dividend or capital gains distribution. The Plan also may be amended or terminated by AST, with the Fund’s prior written consent, on at least 30 days’ written notice to Plan participants. All correspondence concerning the Plan should be directed by mail to American Stock Transfer & Trust Company, 59 Maiden Lane, New York, New York 10038 or by telephone at 1-877-366-6441.
Western Asset Managed High Income Fund Inc. 27
| Western Asset Managed High | |
| Income Fund Inc. | |
| | |
| DIRECTORS | WESTERN ASSET |
| Carol L. Colman | MANAGED HIGH |
| Daniel P. Cronin | INCOME FUND INC. |
| Paolo M. Cucchi | 125 Broad Street |
| Leslie H. Gelb | 10th Floor, MF-2 |
| R. Jay Gerken, CFA | New York, New York 10004 |
| Chairman | |
| William R. Hutchinson | INVESTMENT MANAGER |
| Dr. Riordan Roett | Legg Mason Partners |
| Jeswald W. Salacuse | Fund Advisor, LLC |
| | |
| OFFICERS | |
| R. Jay Gerken, CFA | SUBADVISERS |
| President and | Western Asset Management |
| Chief Executive Officer | Company |
| | |
| Kaprel Ozsolak | CUSTODIAN |
| Chief Financial Officer and | State Street Bank and Trust |
| Treasurer | Company |
| | 225 Franklin Street |
| Ted P. Becker | Boston, Massachusetts 02110 |
| Chief Compliance Officer | |
| | TRANSFER AGENT |
| Steven Frank | American Stock Transfer & |
| Controller | Trust Company |
| | 59 Maiden Lane |
| Robert I. Frenkel | New York, New York 10038 |
| Secretary and | |
| Chief Legal Officer | INDEPENDENT |
| | REGISTERED PUBLIC |
| | ACCOUNTING FIRM |
| | KPMG LLP |
| | 345 Park Avenue |
| | New York, New York 10154 |
| | |
| | LEGAL COUNSEL |
| | Simpson Thacher & |
| | Bartlett LLP |
| | 425 Lexington Avenue |
| | New York, New York 10017 |
| | |
| | NEW YORK STOCK EXCHANGE SYMBOL |
| | MHY |
This report is transmitted to the shareholders of Western Asset Managed High Income Fund Inc. for their information. This is not a prospectus, circular or representation intended for use in the purchase of shares of the Fund or any securities mentioned in this report. American Stock Transfer & Trust Company 59 Maiden Lane New York, New York 10038 | | Western Asset Managed High Income Fund Inc. Notice is hereby given in accordance with Section 23(c) of the Investment Company Act of 1940, as amended, that from time to time the Fund may purchase at market price shares of its common stock in the open market. The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (“SEC”) for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the SEC website at www.sec.gov. The Fund’s Forms N-Q may be reviewed and copied at the SEC Public Reference Room in Washington, D.C., and information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. To obtain information on Form N-Q from the Fund, shareholders can call 1-800-451-2010. Information on how the Fund voted proxies relating to portfolio securities during the prior 12-month period ended June 30th of each year and a description of the policies and procedures that the Fund uses to determine how to vote proxies related to portfolio transactions is available (1) without charge, upon request, by calling 1-800-451-2010, (2) on the Fund’s website at www.leggmason.com/InvestorServices and (3) on the SEC’s website at www.sec.gov. |
|
|
| |
| |
WASX010337 10/07 | SR07-428 | |
![](https://capedge.com/proxy/N-CSRS/0001104659-07-081158/g248815bg13i001.jpg)
| |
| | | |
ITEM 2. CODE OF ETHICS.
Not applicable.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
Not applicable.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Not applicable.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable.
ITEM 6. SCHEDULE OF INVESTMENTS.
Included herein under Item 1.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
Not applicable.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
ITEM 11. | CONTROLS AND PROCEDURES. |
| |
| (a) | The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a- 3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective as of a date within 90 days of the filing date of this report that includes the disclosure required by this paragraph, based on their evaluation of the disclosure controls and procedures required by Rule 30a-3(b) under the 1940 Act and 15d-15(b) under the Securities Exchange Act of 1934. |
| | |
| (b) | There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the registrant’s last fiscal half-year (the registrant’s second fiscal half-year in the case of an annual report) that have materially affected, or are likely to materially affect the registrant’s internal control over financial reporting. |
ITEM 12. | EXHIBITS. |
| | |
| (a) (1) | Not applicable. |
| Exhibit 99.CODE ETH |
| | |
| (a) (2) | Certifications pursuant to section 302 of the Sarbanes-Oxley Act of 2002 attached hereto. |
| Exhibit 99.CERT |
| |
| (b) | Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 attached hereto. |
| Exhibit 99.906CERT |
| | | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this Report to be signed on its behalf by the undersigned, there unto duly authorized.
Western Asset Managed High Income Inc. | | |
| | |
| |
By: | /s/ R. Jay Gerken | | |
| R. Jay Gerken | |
| Chief Executive Officer of | |
| Western Asset Managed High Income Inc. | |
| | |
Date: | November 8, 2007 | |
| | | | |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By: | /s/ R. Jay Gerken | |
| R. Jay Gerken |
| Chief Executive Officer of |
| Western Asset Managed High Income Inc. |
| |
Date: | November 8, 2007 |
| |
By: | /s/ Kaprel Ozsolak | |
| Kaprel Ozsolak |
| Chief Financial Officer of |
| Western Asset Managed High Income Inc. |
| |
Date: | November 8, 2007 |
| | | |