Franklin Templeton (BEN) 10-K risk factor changes: FY2023 vs FY2022

Our business and operations are subject to adverse effects from the outbreak and spread of contagious diseases such as [removed: COVID-19, which adverse effects may continue.][added: COVID-19.]

The outbreak and spread of contagious diseases such as COVID-19 [removed: has adversely affected,] [added: have had,] and may [removed: continue to adversely affect,] [added: in the future have, adverse effects on] our business, financial condition and results of operations.

It is not possible to predict the full extent to which [removed: the] [added: a] pandemic may [removed: continue to] evolve and/or adversely impact our business, liquidity, capital resources, financial results and [removed: operations, which impacts will depend on numerous developing factors that remain uncertain and subject to change.][added: operations.]

Declines in global economic [removed: conditions] [added: markets] have [removed: currently and in the past] [added: periodically] resulted, and may continue to result, in significant decreases in our AUM, revenues and income, and future declines may further negatively impact our financial results.

For example, the Russian invasion of [removed: Ukraine,] [added: Ukraine] and the threat that Russia’s military aggression may [added: continue to] expand [removed: beyond Ukraine, has] [added: have] significantly impacted the global economy and financial markets, which has had, and may continue to have, an adverse effect on our investment performance and flows in certain products.

Changing market conditions and investor preferences may cause a shift in our asset mix toward certain lower fee products, such as fixed income products and ETFs, and away from higher fee equity and [removed: multi-asset] [added: alternative] products, which may cause a related decline in our revenues and income.

[added: Changing market conditions may cause a shift in our asset mix] between international and U.S. products, potentially resulting in a decline in our revenues and income depending upon the nature of our AUM and the level of fees we earn on that AUM.

The [removed: withdrawal and] replacement of widely used benchmark indices such as the London Interbank Offered Rate (“LIBOR”) with alternative benchmark rates may [removed: introduce] [added: impose] a number of risks [removed: for] [added: on] our business, our clients and the financial services industry more widely.

These include financial risks arising from changes in the valuation of financial instruments linked to benchmark indices, pricing and operational risks, and legal implementation and revised [removed: documentation risks.][added: documentation.]

[removed: The global transition away from] LIBOR [removed: is continuing to progress, with LIBOR being] [added: was] replaced by the Secured Overnight Financing Rate and other alternatives [removed: as of] [added: in] June [removed: 30, 2023, subject to LIBOR’s ongoing phase-out.][added: 2023.]

We [removed: also] may [added: from time to time] face operational challenges [removed: adopting] [added: implementing] successor benchmarks.

If we fail, or appear to fail, to [removed: address] successfully and promptly [added: address] the underlying causes of poor investment performance, our future business prospects would likely be negatively affected.

Our investment management fees, which represent a [removed: significant portion] [added: majority] of our revenues, are dependent on fees earned under investment management agreements that we have with our products and clients.

We are subject to the risk that our personnel, contractors, vendors and other third parties may deliberately or recklessly circumvent or violate our controls to commit fraud against our business, products and/or client accounts, pay or solicit bribes, or [added: otherwise act in ways inconsistent with our controls, policies, workplace culture and business principles.]

[removed: Continued] attempts to circumvent our policies and controls or repeated incidents involving violation of controls and policies, fraud or conflicts of interests could negatively impact our business and reputation and result in adverse publicity, regulatory investigations and actions, legal proceedings and losses and adversely affect our operations, reputation, AUM and financial results.

Moreover, our emerging market portfolios and revenues derived from managing these portfolios are subject to significant risks of loss from financial, economic, political and diplomatic developments, currency fluctuations, social instability, changes in governmental policies, [removed: expropriation,] nationalization, asset confiscation and changes in legislation related to non-U.S. ownership.

The asset management industry is facing transformative pressures and trends from a variety of different sources including increased fee pressure; a continued shift away from actively managed core equities and fixed income strategies towards alternative, passive and smart beta strategies; increased demands from clients and distributors for client engagement and services; a trend towards institutions developing fewer relationships and partners and reducing the number of investment managers they work with; increased regulatory activity and scrutiny of many aspects of the asset management industry, including ESG practices and related matters, transparency/unbundling of fees, inducements, conflicts of interest, capital, liquidity, solvency, leverage, operational risk management, controls and compensation; addressing the key emerging markets in the world, such as China and India, which often have populations with different needs, preferences and horizons than the more developed U.S. and European markets; [removed: and] advances in technology and digital wealth and distribution tools and increasing client interest in interacting digitally with their investment [removed: portfolios.][added: portfolios; and growing crypto asset markets that remain subject to substantial volatility and significant regulatory uncertainty.]

[removed: Increasing competition for these distribution and sales channels, and regulatory changes and initiatives, have] caused our distribution costs to rise and could cause further cost increases in the future, or could otherwise negatively impact the distribution of our products.

[removed: Higher distribution costs lower our revenues and income, and consolidations] [added: Consolidations] in the broker-dealer or banking industries [removed: could] also [added: could] adversely impact our revenues and income.

The interpretation of the inducements rules has also resulted in major changes to how fund managers, including us, finance investment research with many [removed: firms, by opting to pay for third-party investment research for client accounts covered by MiFID II.][added: firms.]

Due to our interconnectivity with [added: and dependency upon] third-party vendors, advisors, central agents, exchanges, clearing organizations and other financial institutions, we may be adversely affected if any of them is subject to a successful cyber attack or other privacy or information security [removed: event, including those arising due to the use of mobile technology or a third-party cloud environment.][added: event.]

Our third-party applications [added: and third-party services] may include confidential and proprietary [removed: data provided by vendors and by us,] [added: data,] including personal employee and/or client data.

The introduction of new technologies presents new challenges to [added: us.]

In addition, technology is subject to rapid advancements and changes and our competitors may, from time to time, implement newer technologies or more advanced platforms for their services and products, including digital advisers, digital wealth and distribution [added: tools, crypto asset] tools and other advanced electronic systems, which could adversely affect our business if we are unable to remain competitive.

We are highly dependent upon the use of various proprietary and third-party information and security technology, software [removed: applications] [added: applications, external third-party services] and other technology [added: systems, and remote equipment and connectivity infrastructure, to access critical business] systems [added: necessary] to operate our business.

We [added: and our third-party service providers] have been, and [added: we] expect to continue to be, the subject of these types of risks, breaches and/or attacks, as well as attempts to co-opt our brand.

Potential system disruptions, failures or breaches of the technology we use or the security infrastructure we rely upon, including the third-party applications [added: and third-party services] we use, could result in: (i) material financial loss or costs, (ii) delays in clients’ ability to access account information or in our ability to process transactions, (iii) the unauthorized disclosure or modification of sensitive or confidential client and business information, (iv) loss of valuable information, (v) breach of client and vendor contracts, (vi) liability for stolen assets, information or identity, (vii) remediation costs to repair damage caused by the failure or breach, (viii) additional security and organizational costs to mitigate against future incidents, (ix) reputational harm, (x) loss of confidence in our business and products, (xi) liability for failure to review and disclose applicable incidents or provide relevant updated disclosure properly and timely, (xii) regulatory investigations or actions, and/or (xiii) legal claims, litigation, and liability costs, any one or more of which may be material.

Further, although we take precautions to password protect and encrypt our laptops and sensitive information on our [removed: other] mobile electronic devices, if such devices are stolen, misplaced or left unattended, they may become vulnerable to hacking or other [removed: unauthorized use, creating a possible security risk, which may require us to incur additional administrative costs and/or take remedial actions.]

The success of our business will continue to depend upon our key personnel, including our portfolio managers, investment analysts, [removed: investment advisers,] sales and management personnel and other professionals as well as our executive officers and business unit heads.

Our regulatory and compliance obligations impose significant operational and cost burdens on us and cover a broad range of requirements related to financial reporting and other disclosure matters, securities and other financial instruments, investment and advisory matters, accounting, tax, compensation, ethics, intellectual property, [added: privacy and] data protection, [removed: privacy,] sanctions programs, and escheatment requirements.

Certain key regulatory reforms [added: and proposals] in the U.S. and other jurisdictions that may impact or relate to our business, and may cause us to incur additional obligations, include regulatory matters related to [removed: systemically important financial institutions, derivatives] [added: executive compensation clawback rules, issuer share repurchase plan disclosure, cybersecurity disclosure, sustainable investing] and [removed: other financial products,] [added: ESG, climate-related disclosure,] privacy and data protection, [removed: retail] [added: SIFIs, derivatives] and other [removed: investor protections, ESG topics and disclosure,] [added: financial products, fund-related reforms, tax compliance,] and other asset management disclosure and compliance requirements.

As in the U.S., regulatory and legislative actions outside the U.S. have been augmented substantially and made more complex by measures such as the EU’s [removed: Alternative Investment Fund Managers Directive] [added: AIFMD] and MiFID II.

Further, ongoing changes in the EU’s regulatory framework applicable to our business, including [removed: changes related to Brexit and] any [removed: other] [added: new] changes in the composition of the EU’s member states, may add further [removed: complexity to our global risks and operations.]

We may be required to continue to invest significant additional management time and resources to address new and changing regulations [removed: pursuant to MiFID II] and [removed: other] laws.

Changes in tax laws or exposure to additional income tax liabilities could have a material impact on our financial condition, [removed: results of operations] [added: revenues] and [removed: liquidity.][added: income.]

Changes in tax laws or rulings, including corporate tax rate increases, capital gains rate increases for fund investors and other tax rate increases impacting our clients and their willingness to invest in our products, may at times materially impact our [removed: financial condition.][added: revenues and income.]

We operate in a highly regulated industry and routinely receive and respond to regulatory and governmental requests for documents or other information, subpoenas, examinations and, in some instances, investigations in connection with our [added: business activities.]

In addition, we may be obligated, and under our certificate of incorporation, bylaws and [removed: standard] form of director indemnification agreement are obligated under certain conditions, or may choose, to indemnify directors, officers or personnel against liabilities and expenses they may incur in connection with such matters to the extent permitted under applicable law.

Although we take steps to safeguard and protect our intellectual property, including but not limited to our trademarks, patents, copyrights and trade secrets, there can be no assurance that we will be able [removed: effectively] to [added: effectively] protect our rights.

For example, the closures in March 2023 of Silicon Valley Bank and Signature Bank in the U.S. and the acquisition in June 2023 of Credit Suisse Group AG resulted in market disruption and volatility.

In addition, the recent war in Israel and the threat of ongoing international conflict have created further global instability.

Continued

Increasing competition for these distribution and sales channels, and regulatory changes and initiatives, have

unauthorized use, creating a possible security risk, which may require us to incur additional administrative costs and/or take remedial actions.

complexity to our global risks and operations.

PANDEMIC-RELATED RISKS

In order to remain competitive, we must continue to perform our asset management and related business responsibilities for our clients and investors properly and effectively, which, among other matters, is dependent on the health and safety of our personnel, the ability of our personnel to work remotely successfully, and our ability to continue to have our personnel return to work at our offices safely and effectively in compliance with applicable requirements.

Moreover, since implementing broad work-from-home measures during the pandemic, we have an increased dependency on remote equipment and connectivity infrastructure to access critical business systems that may be subject to failure, disruption or unavailability that could negatively impact our business operations.

Further, we, like many others, have been subject to increased phishing and other social engineering attempts by malicious actors to manipulate individuals into

divulging confidential or personal information.

If our cybersecurity diligence and efforts to offset the increased risks associated with greater reliance on mobile, collaborative and remote technologies are not effective or successful, we will be at increased risk for cybersecurity or data privacy incidents.

Changing market conditions may cause a shift in our asset mix

The ongoing withdrawal and replacement of LIBOR may pose financial risks and uncertainties to our business.

otherwise act in ways inconsistent with our controls, policies, workplace culture and business principles.

us.

For example, MiFID II requires the unbundling of research and execution charges for trading.

business activities.

We deliver our investment capabilities through a variety of investment products, which include our sponsored funds, as well as institutional and high-net-worth separate accounts, retail separately managed account programs, sub-advised [removed: products,] [added: products] and other investment vehicles.

We offer our services and products under our various distinct brand names, including, but not limited to, [removed: Franklin®, Templeton®, Legg Mason®,] Alcentra®, Benefit Street Partners®, Brandywine Global Investment Management®, Clarion Partners®, ClearBridge Investments®, Fiduciary Trust International™, [added: Franklin®,] Franklin Bissett®, Franklin Mutual Series®, K2®, [added: Legg Mason®,] Lexington Partners®, Martin Currie®, O’Shaughnessy® Asset Management, Royce® Investment [removed: Partners] [added: Partners, Templeton®] and Western Asset Management Company®.

We offer a broad product mix of fixed income, equity, alternative, [removed: multi-asset,] [added: multi-asset] and cash management asset classes and solutions that meet a wide variety of specific investment goals and needs for individual and institutional investors.

The S&P 500 Index and MSCI World Index [removed: decreased 15.5%] [added: increased 21.6%] and [removed: 19.3%] [added: 22.6%] for the fiscal year.

Our total AUM was [removed: $1,297.4] [added: $1,374.2] billion at September 30, [removed: 2022,] [added: 2023,] which was [removed: 15% lower] [added: 6% higher] than at September 30, [removed: 2021] [added: 2022] driven by the [removed: negative] [added: positive] impact of [removed: $269.0] [added: $58.9] billion of net market change, distributions and other, [removed: $27.8] [added: $34.9] billion [removed: of long-term net outflows] [added: from an acquisition,] and [removed: $0.8] [added: $4.3] billion of cash management net [removed: outflows,] [added: inflows,] partially offset by [removed: $64.9] [added: $21.3] billion [removed: from acquisitions.][added: of long-term net outflows.]

Simple monthly average AUM (“average AUM”) decreased [removed: 2%] [added: 5%] during fiscal year [removed: 2022.][added: 2023.]

On April 1, 2022, we acquired all of the outstanding ownership interests in Lexington [removed: Partners L.P. (“Lexington”), a leading global manager of secondary private equity and co-investment funds,] for cash consideration of [added: approximately] $1.0 billion and additional payments [removed: totaling] [added: of] $750.0 million to be paid in cash over the next three years.

| *(in millions, except per share data)* | | | | | | | | | | | | | | | | | | | | | | | | [removed: 2022] [added: 2023] vs. [removed: 2021] [added: 2022] | | | | | | [removed: 2021] [added: 2022] vs. [removed: 2020] [added: 2021] | | |

| for the fiscal years ended September 30, | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | | | | | | | | | |

| Operating revenues | | | | | | $ | [removed: 8,275.3] [added: 7,849.4] | | | | | $ | [removed: 8,425.5] [added: 8,275.3] | | | | | $ | [removed: 5,566.5] [added: 8,425.5] | | | | | [removed: (2] [added: (5] | | %) | | | | [removed: 51] [added: (2] | | [removed: %] [added: %)] |

| Operating income | | | | | | [removed: 1,773.9] [added: 1,102.3] | | | | | | [removed: 1,875.0] [added: 1,773.9] | | | | | | [removed: 1,048.9] [added: 1,875.0] | | | | | | [removed: (5] [added: (38] | | %) | | | | [removed: 79] [added: (5] | | [removed: %] [added: %)] |

| Operating margin1 | | | | | | [removed: 21.4] [added: 14.0] | | % | | | | [removed: 22.3] [added: 21.4] | | % | | | | [removed: 18.8] [added: 22.3] | | % | | | | | | | | | | | | |

| Net income attributable to Franklin Resources, Inc. | | | | | | $ | [removed: 1,291.9] [added: 882.8] | | | | | $ | [removed: 1,831.2] [added: 1,291.9] | | | | | $ | [removed: 798.9] [added: 1,831.2] | | | | | [removed: (29] [added: (32] | | %) | | | | [removed: 129] [added: (29] | | [removed: %] [added: %)] |

| Diluted earnings per share | | | | | | $ | [removed: 2.53] [added: 1.72] | | | | | $ | [removed: 3.57] [added: 2.53] | | | | | $ | [removed: 1.59] [added: 3.57] | | | | | [removed: (29] [added: (32] | | %) | | | | [removed: 125] [added: (29] | | [removed: %] [added: %)] |

| Adjusted operating income | | | | | | $ | [removed: 2,323.5] [added: 1,823.8] | | | | | $ | [removed: 2,379.3] [added: 2,323.5] | | | | | $ | [removed: 1,491.1] [added: 2,379.3] | | | | | [removed: (2] [added: (22] | | %) | | | | [removed: 60] [added: (2] | | [removed: %] [added: %)] |

| Adjusted operating margin | | | | | | [removed: 35.9] [added: 29.9] | | % | | | | [removed: 37.7] [added: 35.9] | | % | | | | [removed: 38.5] [added: 37.7] | | % | | | | | | | | | | | | |

| Adjusted net income | | | | | | $ | [removed: 1,855.6] [added: 1,332.2] | | | | | $ | [removed: 1,915.2] [added: 1,855.6] | | | | | $ | [removed: 1,311.0] [added: 1,915.2] | | | | | [removed: (3] [added: (28] | | %) | | | | [removed: 46] [added: (3] | | [removed: %] [added: %)] |

| Adjusted diluted earnings per share | | | | | | $ | [removed: 3.63] [added: 2.60] | | | | | $ | [removed: 3.74] [added: 3.63] | | | | | $ | [removed: 2.61] [added: 3.74] | | | | | [removed: (3] [added: (28] | | %) | | | | [removed: 43] [added: (3] | | [removed: %] [added: %)] |

| *(in billions)* | | | | | | | | | | | | | | | | | | | | | | | | [removed: 2022] [added: 2023] vs. [removed: 2021] [added: 2022] | | | | | | [removed: 2021] [added: 2022] vs. [removed: 2020] [added: 2021] | | |

| as of September 30, | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | | | | | | | | | |

| Fixed Income | | | | | | $ | [removed: 490.9] [added: 483.1] | | | | | $ | [removed: 650.3] [added: 490.9] | | | | | $ | [removed: 656.9] [added: 650.3] | | | | | [removed: (25] [added: (2] | | %) | | | | [removed: (1] [added: (25] | | %) |

| Equity | | | | | | [removed: 392.3] [added: 430.4] | | | | | | [removed: 523.6] [added: 392.3] | | | | | | [removed: 438.1] [added: 523.6] | | | | | | [removed: (25] [added: 10] | | [removed: %)] [added: %] | | | | [removed: 20] [added: (25] | | [removed: %] [added: %)] |

| Alternative | | | | | | [removed: 225.1] [added: 254.9] | | | | | | [removed: 145.2] [added: 225.1] | | | | | | [removed: 122.1] [added: 145.2] | | | | | | [removed: 55] [added: 13] | | % | | | | [removed: 19] [added: 55] | | % |

| Multi-Asset | | | | | | [removed: 131.5] [added: 145.0] | | | | | | [removed: 152.4] [added: 131.5] | | | | | | [removed: 129.4] [added: 152.4] | | | | | | [removed: (14] [added: 10] | | [removed: %)] [added: %] | | | | [removed: 18] [added: (14] | | [removed: %] [added: %)] |

| Cash Management | | | | | | [removed: 57.6] [added: 60.8] | | | | | | [removed: 58.6] [added: 57.6] | | | | | | [removed: 72.4] [added: 58.6] | | | | | | [removed: (2] [added: 6] | | [removed: %)] [added: %] | | | | [removed: (19] [added: (2] | | %) |

| Total | | | | | | $ | [removed: 1,297.4] [added: 1,374.2] | | | | | $ | [removed: 1,530.1] [added: 1,297.4] | | | | | $ | [removed: 1,418.9] [added: 1,530.1] | | | | | [removed: (15] [added: 6] | | [removed: %)] [added: %] | | | | [removed: 8] [added: (15] | | [removed: %] [added: %)] |

| *(in billions)* | | | | | | Average AUM | | | | | | | | | | | | | | | | | | [removed: 2022] [added: 2023] vs. [removed: 2021] [added: 2022] | | | | | | [removed: 2021] [added: 2022] vs. [removed: 2020] [added: 2021] | | |

| Fixed Income | | | | | | $ | [removed: 586.5] [added: 499.7] | | | | | $ | [removed: 657.5] [added: 586.5] | | | | | $ | [removed: 330.5] [added: 657.5] | | | | | [removed: (11] [added: (15] | | %) | | | | [removed: 99] [added: (11] | | [removed: %] [added: %)] |

| Equity | | | | | | [removed: 491.3] [added: 436.1] | | | | | | [removed: 502.9] [added: 491.3] | | | | | | [removed: 290.8] [added: 502.9] | | | | | | [removed: (2] [added: (11] | | %) | | | | [removed: 73] [added: (2] | | [removed: %] [added: %)] |

| Alternative | | | | | | [removed: 185.1] [added: 251.9] | | | | | | [removed: 132.6] [added: 185.1] | | | | | | [removed: 63.7] [added: 132.6] | | | | | | [removed: 40] [added: 36] | | % | | | | [removed: 108] [added: 40] | | % |

| Multi-Asset | | | | | | [removed: 146.1] [added: 144.4] | | | | | | [removed: 146.4] [added: 146.1] | | | | | | [removed: 122.7] [added: 146.4] | | | | | | [removed: 0] [added: (1] | | [removed: %] [added: %)] | | | | [removed: 19] [added: 0] | | % |

| Cash Management | | | | | | [removed: 60.2] [added: 68.3] | | | | | | [removed: 64.7] [added: 60.2] | | | | | | [removed: 25.2] [added: 64.7] | | | | | | [removed: (7] [added: 13] | | [removed: %)] [added: %] | | | | [removed: 157] [added: (7] | | [removed: %] [added: %)] |

| Total | | | | | | $ | [removed: 1,469.2] [added: 1,400.4] | | | | | $ | [removed: 1,504.1] [added: 1,469.2] | | | | | $ | [removed: 832.9] [added: 1,504.1] | | | | | [removed: (2] [added: (5] | | %) | | | | [removed: 81] [added: (2] | | [removed: %] [added: %)] |

| for the fiscal years ended September 30, | | | | | | [added: 2023 | | | | | |] 2022 | | | | | | 2021 | | | | | | [removed: 2020] | | | [added: | | | | | |]

| Fixed Income | | | | | | [removed: 40] [added: 36] | | % | | | | [removed: 44] [added: 40] | | % | | | | [removed: 39] [added: 44] | | % |

| Equity | | | | | | [removed: 33] [added: 31] | | % | | | | 33 | | % | | | | [removed: 35] [added: 33] | | % |

| Alternative | | | | | | [removed: 13] [added: 18] | | % | | | | [removed: 9] [added: 13] | | % | | | | [removed: 8] [added: 9] | | % |

| Multi-Asset | | | | | | 10 | | % | | | | 10 | | % | | | | [removed: 15] [added: 10] | | % |

| Cash Management | | | | | | [removed: 4] [added: 5] | | % | | | | 4 | | % | | | | [removed: 3] [added: 4] | | % |

| Beginning AUM | | | | | | $ | [removed: 1,530.1] [added: 1,297.4] | | | | | $ | [removed: 1,418.9] [added: 1,530.1] | | | | | $ | [removed: 692.6] [added: 1,418.9] | | | | | [removed: 8] [added: (15] | | [removed: %] [added: %)] | | | | [removed: 105] [added: 8] | | % |

During the fiscal year ended September 30, 2023 (“fiscal year 2023”), global equity markets provided positive returns driven by moderating inflation, easing of monetary policy and resilient economic activity amid continued concerns about the risk of recession.

The global bond markets remained positive as the Bloomberg Barclays Global Aggregate Index increased 2.2% for the fiscal year, reflecting moderating inflation and easing of monetary policy.

On November 1, 2022, we acquired BNY Alcentra Group Holdings, Inc. (together with its subsidiaries, “Alcentra”), one of the largest European credit and private debt managers, with global expertise in senior secured loans, high yield bonds, private credit, structured credit, special situations and multi-strategy credit strategies.

Total purchase price included cash consideration of $594.1 million, which includes $188.3 million for certain securities held in Alcentra’s collateralized loan obligations; deferred consideration of $62.0 million which was paid on November 1, 2023; and contingent consideration to be paid upon the achievement of certain performance thresholds over the next four years of up to $350.0 million that had an acquisition-date fair value of $24.6 million.

| for the fiscal years ended September 30, | | | | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |

| *(in billions)* | | | | | | | | | | | | | | | | | | | | | | | | 2023 vs. 2022 | | | | | | 2022 vs. 2021 | | |

| for the fiscal years ended September 30, | | | | | | 2023 | | | | | | 2022 | | | | | | 2021 | | | | | | | | | | | | | | |

| AUM at October 1, 2022 | | | | | | $ | 490.9 | | | | | $ | 392.3 | | | | | $ | 225.1 | | | | | $ | 131.5 | | | | | $ | 57.6 | | | | | $ | 1,297.4 | |

| Long-term inflows | | | | | | 112.7 | | | | | | 84.4 | | | | | | 22.6 | | | | | | 35.2 | | | | | | — | | | | | | 254.9 | | |

| Long-term outflows | | | | | | (128.9) | | | | | | (103.1) | | | | | | (16.8) | | | | | | (27.4) | | | | | | — | | | | | | (276.2) | | |

| Long-term net flows | | | | | | (16.2) | | | | | | (18.7) | | | | | | 5.8 | | | | | | 7.8 | | | | | | — | | | | | | (21.3) | | |

| Total net flows | | | | | | (16.2) | | | | | | (18.7) | | | | | | 5.8 | | | | | | 7.8 | | | | | | 4.3 | | | | | | (17.0) | | |

| Acquisitions | | | | | | — | | | | | | — | | | | | | 34.9 | | | | | | — | | | | | | — | | | | | | 34.9 | | |

| Net market change, distributions and other | | | | | | 8.4 | | | | | | 56.8 | | | | | | (10.9) | | | | | | 5.7 | | | | | | (1.1) | | | | | | 58.9 | | |

| AUM at September 30, 2023 | | | | | | $ | 483.1 | | | | | $ | 430.4 | | | | | $ | 254.9 | | | | | $ | 145.0 | | | | | $ | 60.8 | | | | | $ | 1,374.2 | |

Foreign exchange revaluation from AUM in products that are not U.S. dollar denominated was primarily due to a weaker U.S. dollar compared to the Euro, British Pound and Brazilian Real.

Long-term inflows decreased 20% to $254.9 billion, as compared to the prior year, driven by lower inflows in equity and fixed income open-end funds, fixed income institutional separate accounts, and equity retail separately managed accounts.

Long-term inflows for fiscal years 2023 and 2022 include reinvested distributions of $20.6 billion and $32.0 billion.

Long-term outflows decreased 21% to $276.2 billion due to lower outflows in fixed income and equity open-end funds, fixed income institutional separate accounts, multi-asset sub-advised mutual funds, and equity retail separately managed accounts.

funds, partially offset by higher alternative inflows for private funds.

| Acquisition | | | | | | 3.5 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3.5 | | |

| *(in billions)* | | | | | | | | | | | | | | | | | | | | | | | | 2023 vs. 2022 | | | | | | 2022 vs. 2021 | | |

| Total | | | | | | $ | 1,374.2 | | | | | $ | 1,297.4 | | | | | $ | 1,530.1 | | | | | 6 | | % | | | | (15 | | %) |

| for the fiscal years ended September 30, | | | | | | 2023 | | | | | | 2022 | | | | | | 2021 | | | | | | | | | | | | | | |

The rate increase in fiscal year 2023 was primarily due to a shift in AUM from lower-fee fixed income products to higher-fee alternative products, including those from the acquisitions of Lexington and Alcentra, and an increase in certain transaction-related fees received in the current year.

The Rule 12b-1 Plans

| for the fiscal years ended September 30, | | | | | | 2023 | | | | | | 2022 | | | | | | 2021 | | | | | | | | | | | | | | |

| Sales-based fees | | | | | | 205.7 | | | | | | 264.8 | | | | | | 333.2 | | | | | | (22 | | %) | | | | (21 | | %) |

Effective October 1, 2023, fees charged to certain of our U.S. sponsored funds are determined based on a contractual margin.

| *(in millions)* | | | | | | 2023 | | | | | | 2022 | | | | | | 2021 | | | | | | 2023 vs. 2022 | | | | | | 2022 vs. 2021 | | |

| *(in millions)* | | | | | | | | | | | | | | | | | | | | | | | | 2023 vs. 2022 | | | | | | 2022 vs. 2021 | | |

| for the fiscal years ended September 30, | | | | | | 2023 | | | | | | 2022 | | | | | | 2021 | | | | | | | | | | | | | | |

| Acquisition-related performance fee pass through1 | | | | | | 169.7 | | | | | | 4.2 | | | | | | 25.3 | | | | | | NM | | | | | | (83 | | %) |

| Other1, 2 | | | | | | 127.8 | | | | | | (8.5) | | | | | | 49.8 | | | | | | NM | | | | | | NM | | |

1 See “Supplemental Non-GAAP Financial Measures” for additional information.

Salaries, wages and benefits increased $73.1 million in fiscal year 2023 primarily due to the recent acquisitions and annual salary increases, partially offset by the impact of headcount reductions.

Incentive compensation increased $31.6 million in fiscal year 2023, primarily due to an increase in expense for deferred compensation awards, due, in part, to an increase in annual acceleration for retirement-eligible employees, and recent acquisitions.

These increases were partially offset by lower incentive compensation at specialist investment managers and lower bonus expense based on our annual performance.

Acquisition-related performance fee pass through expenses increased $165.5 million in fiscal year 2023, due to higher performance fees earned by Lexington, and decreased $21.1 million in fiscal year 2022, due to lower pass through performance fees at Clarion Partners.

and 2021.

During the fiscal year ended September 30, 2022 (“fiscal year 2022”), global equity markets experienced significant declines driven by the economic impacts of inflationary pressures, interest rate increases by the Federal Reserve and other developed market central banks in an effort to combat inflation, central banks’ tightened monetary policies, the Russian invasion of Ukraine, and concerns about the risk of recession.

The global bond markets also declined as the Bloomberg Barclays Global Aggregate Index decreased 20.4% for the fiscal year driven by the interest rate increases.

In connection with the acquisition, we granted a 25% ownership stake in Lexington and performance-based cash retention awards to certain employees that vest over approximately five years.

On December 31, 2021, we acquired all of the outstanding ownership interest in O’Shaughnessy Asset Management, LLC (“OSAM”), a leading quantitative asset management firm, for cash consideration paid of approximately $300 million, excluding future payments to be made subject to the attainment of certain performance measures.

| Acquisitions | | | | | | 3.5 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3.5 | | |

Long-term inflows increased 100% to $364.7 billion, as compared to the prior year, and long-term outflows increased 60% to $389.9 billion due to higher inflows and outflows in all long-term asset classes primarily due to the acquisition of Legg Mason.

Long-term net outflows included outflows of $35.7 billion from sixteen institutional products, including two fixed income redemptions of $5.9 billion and $2.0 billion and two equity redemptions of $3.7 billion and

$2.2 billion, $12.5 billion from seven fixed income funds, including $3.3 billion from five India credit funds that were non-management fee earning which are in the process of winding up, $5.4 billion from a 529 plan redemption, $3.9 billion from two equity funds and $3.1 billion from a multi-asset fund, partially offset by inflows of $12.3 billion in three fixed income funds, $6.7 billion in three institutional products, $3.7 billion in an equity fund, $3.1 billion in a multi-asset fund and $3.0 billion in two alternative funds.

| AUM at October 1, 2019 | | | | | | $ | 250.6 | | | | | $ | 263.9 | | | | | $ | 45.0 | | | | | $ | 123.6 | | | | | $ | 9.5 | | | | | $ | 692.6 | |

| Long-term inflows | | | | | | 79.7 | | | | | | 64.6 | | | | | | 10.6 | | | | | | 27.5 | | | | | | — | | | | | | 182.4 | | |

| Long-term outflows | | | | | | (112.9) | | | | | | (90.6) | | | | | | (7.3) | | | | | | (33.2) | | | | | | — | | | | | | (244.0) | | |

| Long-term net flows | | | | | | (33.2) | | | | | | (26.0) | | | | | | 3.3 | | | | | | (5.7) | | | | | | — | | | | | | (61.6) | | |

| Total net flows | | | | | | (33.2) | | | | | | (26.0) | | | | | | 3.3 | | | | | | (5.7) | | | | | | (9.9) | | | | | | (71.5) | | |

| Acquisition | | | | | | 449.6 | | | | | | 189.2 | | | | | | 73.9 | | | | | | 18.2 | | | | | | 75.6 | | | | | | 806.5 | | |

| Net market change, distributions and other | | | | | | (10.1) | | | | | | 11.0 | | | | | | (0.1) | | | | | | (6.7) | | | | | | (2.8) | | | | | | (8.7) | | |

| AUM at September 30, 2020 | | | | | | $ | 656.9 | | | | | $ | 438.1 | | | | | $ | 122.1 | | | | | $ | 129.4 | | | | | $ | 72.4 | | | | | $ | 1,418.9 | |

These results assume the reinvestment of dividends, are based on data available as of October 7, 2022 and are subject to revision.

The rate decrease in fiscal year 2021 was primarily due to the Legg Mason acquisition, as Legg Mason generally had a lower overall effective fee rate due to a higher mix of institutional and fixed income AUM.

We

| Sales-based fees | | | | | | 251.1 | | | | | | 314.6 | | | | | | 245.9 | | | | | | (20 | | %) | | | | 28 | | % |

| Contingent sales charges | | | | | | 13.7 | | | | | | 18.6 | | | | | | 19.8 | | | | | | (26 | | %) | | | | (6 | | %) |

Sales-based fees increased $68.7 million in fiscal year 2021 primarily due to the acquisition of Legg Mason and $13.0 million from higher commissionable sales.

| Other1 | | | | | | (4.3) | | | | | | 75.1 | | | | | | 65.4 | | | | | | NM | | | | | | 15 | | % |

The changes for fiscal years 2022 and 2021 were primarily related to market adjustments on investments related to our deferred compensation plans and compensation related to minority interests.

Special termination benefits also decreased $18.9 million and $27.7 million in fiscal years 2022 and 2021 primarily due to workforce optimization initiatives related to the acquisition of Legg Mason.

Asset-based expenses decreased $182.1 million in fiscal year 2022 primarily due to an 11% decrease in the related average AUM.

Asset-based expenses increased $345.7 million in fiscal year 2021 primarily due to the acquisition of Legg Mason and $59.7 million from a 5% increase in the related average AUM.

Sales-based expenses increased $59.1 million in fiscal year 2021 primarily due to the acquisition of Legg Mason and $12.1 million from higher commissionable sales.

The increase in fiscal year 2021 was primarily due to an increase in leased office space as a result of the Legg Mason acquisition.

General, administrative and other operating expenses increased $86.9 million in fiscal year 2021, primarily due to the acquisition of Legg Mason and $43.0 million of closed-end fund product launch costs.

The increase was also due to increases of $35.0 million in third-party fund administration and sub-advisory service fees and $12.9 million in placement and platform fees.

The increases were partially offset by $55.4 million of prior year impairments of intangible assets and goodwill primarily related to assets recognized from the acquisitions of Benefit Street Partners, L.L.C. and Onsa, Inc., (formally known as TokenVault, Inc.).

Equity method investees generated income of $154.3 million in fiscal year 2021, as compared to losses of $98.1 million in fiscal year 2020, reflecting recovery in market valuations of investments held by various global equity funds.

Interest expense increased $52.0 million in fiscal year 2021 primarily due to interest expense recognized on debt of Legg Mason and on the senior unsecured unsubordinated notes issued during fiscal year 2021, partially offset by the redemption of the junior notes issued by Legg Mason.

Dividend and interest income of CIPs was $49.2 million in fiscal year 2022, as compared to $96.5 million in the prior year.

Investment and other income of consolidated investment products, net increased $350.9 million in fiscal year 2021 primarily due to net gains on investments held by various alternative funds.

| Alternative | | | | | | — | | | | | | 167.2 | | | | | | 510.9 | | | | | | 78.3 | | | | | | 580.3 | | | | | | 1,336.7 | | |

| Equity | | | | | | — | | | | | | 229.8 | | | | | | 235.5 | | | | | | 152.0 | | | | | | 82.9 | | | | | | 700.2 | | |

| Fixed Income | | | | | | — | | | | | | 172.7 | | | | | | 10.2 | | | | | | 36.0 | | | | | | 232.4 | | | | | | 451.3 | | |

| Multi-Asset | | | | | | — | | | | | | 43.8 | | | | | | 14.9 | | | | | | — | | | | | | 71.6 | | | | | | 130.3 | | |

Such a change for the fiscal year ended September 30, [removed: 2022] [added: 2023] would have resulted in an increase or decrease in operating revenues of [removed: $726.9] [added: $690.1] million.

We are exposed to changes in interest rates primarily through our investments in funds that invest in debt securities, which were [removed: $1,918.3] [added: $2,471.2] million at September 30, [removed: 2022.][added: 2023.]

We had minimal exposure to changes in interest rates from debt obligations at September 30, [removed: 2022] [added: 2023] as substantially all of our outstanding debt was issued at fixed rates.

As of September 30, [removed: 2022,] [added: 2023,] we have considered the potential impact of a 100 basis point movement in market interest rates on our investments in funds that invest in debt securities.

[removed: While the majority of our revenues are earned in the U.S., we also provide services and earn revenues in Europe, Middle East and Africa, Asia-Pacific and Americas excluding U.S.] Our exposure to foreign currency exchange risk is reduced in relation to our results of operations since a significant portion of these revenues is denominated in U.S. dollars.

These assets accounted for [removed: 19%] [added: 23%] of the total cash and cash equivalents and investments at September 30, [removed: 2022.][added: 2023.]

Such a weakening as of September 30, [removed: 2022] [added: 2023] would result in a [removed: $109.1] [added: $134.8] million decrease in accumulated other comprehensive loss and a [removed: $19.9] [added: $24.0] million decrease in pre-tax earnings.

The following is a summary of the effect of a 10% increase or decrease in the carrying values of our financial instruments subject to market valuation risks at September 30, [removed: 2022.][added: 2023.]

If such a 10% increase or decrease in carrying values were to occur, the changes from investments measured at fair value and direct investments in CIPs would result in a [removed: $158.1] [added: $190.7] million increase or decrease in our pre-tax earnings.

While the majority of our revenues are earned in the U.S., we also provide services and earn revenue in international jurisdictions.

| Investments, at fair value | | | | | | $ | 872.8 | | | | | $ | 960.1 | | | | | $ | 785.5 | |

| Direct investments in CIPs | | | | | | 1,033.9 | | | | | | 1,137.3 | | | | | | 930.5 | | |

| Total | | | | | | $ | 1,906.7 | | | | | $ | 2,097.4 | | | | | $ | 1,716.0 | |

| Investments, at fair value | | | | | | $ | 613.5 | | | | | $ | 674.9 | | | | | $ | 552.1 | |

| Direct investments in CIPs | | | | | | 967.2 | | | | | | 1,063.9 | | | | | | 870.5 | | |

| Total | | | | | | $ | 1,580.7 | | | | | $ | 1,738.8 | | | | | $ | 1,422.6 | |

We offer our services and products under our various distinct brand names, including, but not limited to, [removed: Franklin®, Templeton®, Legg Mason®,] Alcentra®, Benefit Street Partners®, Brandywine Global Investment Management®, Clarion Partners®, ClearBridge Investments®, Fiduciary Trust International™, [added: Franklin®,] Franklin Bissett®, Franklin Mutual Series®, K2®, [added: Legg Mason®,] Lexington Partners®, Martin Currie®, O’Shaughnessy® Asset Management, Royce® Investment [removed: Partners] [added: Partners, Templeton®] and Western Asset Management Company®.

We are a global investment management organization with [removed: $1,297.4 billion] [added: approximately $1.4 trillion] in assets under management (“AUM”) as of September 30, [removed: 2022.][added: 2023.]

Our mission is to help [removed: people all over the world] [added: clients] achieve [removed: the most important milestones of their lives] [added: better outcomes] through investment management expertise, wealth management and technology solutions.

Through our specialist investment managers, we offer [removed: investment] specialization [added: on a global scale] bringing extensive capabilities [removed: across our] [added: in] fixed income, equity, [removed: alternative] [added: alternatives] and multi-asset [removed: products.][added: solutions.]

For [added: over] 75 years, we have been committed to providing clients with exceptional investment management services and have developed a globally diversified business, including through strategic acquisitions.

The [added: global] business and regulatory environments in which we operate [removed: globally] remain complex, uncertain and subject to change.

We have added, among others: (i) the Templeton [removed: investment firm, known for its] global [removed: investing strategies and value style of investing,] [added: investment firm] in 1992, (ii) the Franklin Mutual Series investment [removed: firm, known for its value-oriented equity funds,] [added: firm] in 1996, (iii) the Franklin Bissett [removed: investment firm, known for its] Canadian [removed: fixed income funds and growth-oriented equity funds,] [added: investment firm] in 2000, (iv) the Fiduciary Trust International [removed: investment, trust] [added: investment] and [removed: fiduciary] [added: trust] services [removed: firm,] [added: firm] in 2001, (v) the Benefit Street Partners [removed: U.S.] alternative credit [removed: manager firm,] [added: management firm] in 2019, (vi) the Athena Capital Advisors investment and wealth management [removed: firm,] [added: firm] in March 2020, (vii) The Pennsylvania Trust Company [removed: investment, trust] [added: investment] and [removed: fiduciary] [added: trust] services [removed: firm,] [added: firm] in May 2020, (viii) the Legg Mason global investment [removed: firm, including certain specialist investment managers,] [added: firm] in July 2020, (ix) the O’Shaughnessy Asset Management quantitative asset management [removed: firm,] [added: firm] in December 2021, [removed: and] (x) the Lexington Partners global [added: alternatives] investment [removed: firm, known for its alternative asset capabilities,] [added: firm] in April [added: 2022, and (xi) the Alcentra alternative credit investment firm in November] 2022.

Our investment management fees, which represent a [removed: significant portion] [added: majority] of our revenues, depend to a large extent on the level and relative mix of our AUM and the types of services provided, which are subject to change.

Our specialist investment managers include subsidiaries registered with the [removed: U.S.] [added: United States (“U.S.”)] Securities and Exchange Commission (the “SEC”) as investment advisers under the Investment Advisers Act of 1940 (the “Advisers Act”), as well as subsidiaries registered as investment adviser equivalents in jurisdictions including Australia, Brazil, Canada, China, Hong Kong, Ireland, India, Japan, Luxembourg, Malaysia, Mexico, Singapore, Switzerland, South Korea, Commonwealth of The Bahamas, the United Arab Emirates and the United Kingdom (“U.K.”).

Our fixed income capabilities include government, municipals, corporate credit, bank loans, securitized, multi-sector, [removed: currencies] and other investments.

Our equity capabilities include value, deep value, core value, blend, growth [added: and growth] at a reasonable [removed: price (GARP), growth,] [added: price,] convertibles, sector, Shariah, smart beta and thematic investments.

AUM by asset class and product type was as [removed: follows (primarily based on where product is domiciled):][added: follows:]

| *(in billions)* as of September 30, [removed: 2022] [added: 2023] | | | | | | U.S. Funds | | | | | | Non-U.S. Funds | | | | | | Institutional Separate Accounts | | | | | | Retail Separately Managed Accounts | | | | | | Other | | | | | | Total | | | | | | Percentage of Total AUM | | |

[added: Broadly speaking, other than] AUM changes due to acquisitions, changes in our AUM depend primarily upon two factors: (i) the increase or decrease in the market value of the securities and instruments held in the portfolio of investments, and (ii) the level [added: and direction] of net flows.

Across our business, our specialist investment managers generally focus on a portion of the asset management industry in terms of the types of assets managed [removed: (primarily fixed income, equity or alternatives)] and each may differ in the types of products and services offered, the investment styles utilized, and the types and geographic locations of its clients.

[removed: Each typically markets its products and] services under its own brand name, with certain distribution functions provided by our corporate distribution [removed: subsidiaries.][added: subsidiaries where applicable.]

Our specialist investment managers include: Benefit Street Partners, Brandywine Global, Clarion Partners, ClearBridge Investments, Fiduciary Trust International, Franklin Equity Group, Franklin [added: Income Investors, Franklin] Mutual Series, Franklin Templeton Emerging Markets Equity, Franklin Templeton Fixed Income, Franklin Templeton Global Private Equity, Franklin Templeton Investment Solutions, K2 Advisors, Lexington Partners, Martin Currie, O’Shaughnessy Asset Management, Royce Investment Partners, Templeton Global Equity Group, Templeton Global Macro and Western Asset Management.

[added: Our] Investment Management [removed: Services][added: Related Services and Products]

[removed: Our] [added: Through our specialist] investment [added: managers, our investment] products are offered globally to retail, institutional and high-net-worth clients, which may include, among others, individual investors, institutional investors, sovereign wealth funds, defined benefit and contribution plans, endowments and charitable foundations, healthcare systems and insurance companies.

Our specialist investment managers provide investment management services pursuant to agreements [removed: in effect] with each of our investment products and/or clients, including products for which we provide sub-advisory services.

Our management [removed: fee on an account varies] [added: fees vary] with the types of services that we [removed: provide for] [added: provide, and fees may at times be waived or voluntarily reduced by] the [removed: account,] [added: parties,] among other things.

[removed: For our U.S. mutual funds, the] [added: The applicable] board of directors or trustees of [removed: each fund] [added: our funds] and our management personnel [removed: regularly] [added: periodically] review the investment management fee structures for the funds in light of fund performance, the level and range of services provided, industry conditions and other relevant factors.

[removed: Most] [added: For our U.S. mutual funds, most] of our investment management agreements between our subsidiaries and [removed: our U.S. mutual] funds must be renewed each [removed: year after an initial two-year term,] [added: year,] and must be [removed: specifically] approved [removed: at least] annually by a vote of each fund’s board of directors or trustees as a whole and separately by a majority of [removed: its] [added: the independent fund] directors or trustees [removed: who are not interested persons of the fund] under the Investment Company Act of 1940 (the “Investment Company Act”), or by a vote of the holders of a majority of the fund’s outstanding voting [removed: securities.][added: securities, and such agreements generally may be terminated by either party without penalty after prior written notice.]

[removed: Retail] [added: Retail] Separately Managed Account Programs

These programs typically allow securities brokers or other financial intermediaries to offer their clients the opportunity to choose from a number of asset management services pursuing different investment strategies provided by one or more investment managers, and generally charge an all-inclusive fee that can cover asset management, [removed: trade execution,] asset allocation and custodial and administrative services.

[removed: Alternative] [added: Alternative Products and] Strategies

Certain of our specialist investment managers manage alternative [added: products and] investment strategies which provide our clients with alternatives to traditional equity and fixed income products and services.

Our alternative products include private credit funds and structured products, business development companies, hedge funds (funds of funds and custom advisory solutions), private equity funds, [added: secondary funds,] venture capital funds and real estate funds.

These products employ various investment strategies and approaches, including loan origination, collateralized loan obligations, high-yield credit, hedge fund advisory, private equity and infrastructure transactions in emerging markets, global macro, [removed: financial technology,] consumer loans, direct real estate investments, and custom-tailored investment programs.

[removed: High-Net-Worth] [added: High-Net-Worth] Investment Management, Trust and [removed: Custody][added: Custody Services]

Through our Fiduciary Trust International [removed: group, including its trust company and investment adviser subsidiaries, and through certain other of our] [added: related] subsidiaries, we provide investment management and related services to, among others, high-net-worth individuals and families, family offices, foundations and institutional clients.

[removed: Through our trust company subsidiaries, including Fiduciary Trust International, we] [added: We] also may provide separately managed accounts, private funds, and trust, custody and related services, including administration, performance measurement, estate planning and tax planning.

[removed: Sales] [added: Sales] and Distribution

Our global advisory services group is responsible for sales, marketing and business [removed: development,] [added: development] and maintains a regional distribution [removed: model.][added: model, with regional teams responsible for driving initiatives in collaboration with global teams.]

Our global alliances and new business strategies group oversees our digital wealth management and distribution-related [removed: financial] technology, joint ventures, [added: product governance,] seed capital allocations, [added: fund board management,] and direct-to-consumer initiatives.

Our groups work [removed: closely] together to meet the needs of our advisors, clients and investors.

In the U.S., our [removed: corporate] distribution subsidiaries generally serve as the principal underwriters and distributors of shares of most of our mutual funds.

Some of our non-U.S. mutual funds, particularly our Luxembourg and Irish domiciled [removed: fund ranges,] [added: funds,] are distributed globally on a cross-border basis, while others are distributed exclusively in local markets.

[removed: Therefore, our] [added: Our] sales [added: and distribution] fees [added: primarily consist of upfront sales commissions and ongoing distribution fees, which] generally will change with the overall level of gross sales, the size of individual transactions, and the relative mix of sales between different [removed: share] [added: asset] classes and types of investors.

The Rule 12b-1 Plans are established for one-year terms and must be approved annually by a vote of each fund’s board of directors or trustees as a whole and separately by a majority of [removed: its] [added: the independent fund] directors or trustees [removed: who] [added: under the Investment Company Act, and such plans] are [removed: not interested persons] [added: subject to termination at any time by a majority vote] of the [added: independent] fund [removed: under] [added: directors or trustees or by] the [removed: Investment Company Act.][added: fund’s shareholders.]

Recent Developments

In May 2023, we entered into a definitive agreement to acquire Putnam Investments from Great-West Lifeco., Inc. (“Great-West”), a member of the Power Corporation group of companies.

The Power Corporation group of companies including Great-West are leaders in the global insurance, retirement, asset management and wealth management sectors.

The acquisition is subject to customary closing conditions and is expected to close in the first quarter of fiscal year 2024.

| Fixed Income | | | | | | $ | 134.5 | | | | | $ | 34.0 | | | | | $ | 225.4 | | | | | $ | 31.9 | | | | | $ | 57.3 | | | | | $ | 483.1 | | | | | 35 | | % |

| Equity | | | | | | 207.4 | | | | | | 74.9 | | | | | | 36.8 | | | | | | 72.7 | | | | | | 38.6 | | | | | | 430.4 | | | | | | 31 | | % |

| Alternative | | | | | | 5.3 | | | | | | 4.3 | | | | | | 29.5 | | | | | | 0.2 | | | | | | 215.6 | | | | | | 254.9 | | | | | | 19 | | % |

| Multi-Asset | | | | | | 86.4 | | | | | | 9.3 | | | | | | 4.8 | | | | | | 8.0 | | | | | | 36.5 | | | | | | 145.0 | | | | | | 11 | | % |

| Cash Management | | | | | | 34.5 | | | | | | 25.5 | | | | | | 0.8 | | | | | | — | | | | | | — | | | | | | 60.8 | | | | | | 4 | | % |

| Total | | | | | | $ | 468.1 | | | | | $ | 148.0 | | | | | $ | 297.3 | | | | | $ | 112.8 | | | | | $ | 348.0 | | | | | $ | 1,374.2 | | | | | 100 | | % |

Each typically markets its products and

Our Funds

increases the competition that we face.

Such reforms could significantly increase our reporting, disclosure and compliance obligations.

*Executive* *Compensation Clawback Rules*.

In October 2023, we adopted an executive compensation clawback policy in order to comply with new Section 10D and Rule 10D-1 of the Exchange Act, and the listing standards of the NYSE, providing for the repayment or forfeiture of certain excess compensation following an applicable accounting restatement from persons who served as an executive officer of Franklin at any time during the performance period for such incentive-based compensation and who received such compensation during the three fiscal years preceding the date on which Franklin is required to prepare an accounting restatement.

A copy of the policy is filed as an exhibit to this Annual Report.

*Issuer Share Repurchase Plan Disclosure.* In May 2023, the SEC adopted final rules requiring additional disclosure of issuer share repurchases, requiring expanded quarterly reporting in tabular format of detailed information regarding share repurchases made by or on behalf of an issuer during the quarter as well as narrative disclosure regarding issuer share repurchase programs and policies.

The rules also require new quarterly disclosure of whether a U.S. issuer has adopted or terminated a Rule 10b5-1 trading plan during the quarter, similar to the required disclosure of the adoption and termination of such plans by an issuer’s directors and officers.

We will become subject to the new quarterly issuer disclosure requirements in our quarterly report for the fiscal quarter ending December 31, 2023.

*Cybersecurity Disclosure.* In July 2023, the SEC adopted amendments to its rules to require disclosure regarding cybersecurity risk management, strategy, governance and incident reporting by public companies.

The SEC’s adopted amendments require public companies to (i) disclose, on a current basis, any cybersecurity incident it deems to be material within four business days on a Form 8-K; (ii) describe, on a periodic basis, the company’s processes, if any, for the assessment, identification and management of material risks from cybersecurity threats, as well as whether any risks from cybersecurity threats have materially affected or are reasonably likely to materially affect their business strategy, results of operations or financial condition; and (iii) describe, on a periodic basis, the board’s oversight of risks from cybersecurity threats and management’s role in assessing and managing those risks.

The amendments will require ongoing evaluation and analysis of possible changes in our applicable processes and procedures, including regarding cyber incident response plans and procedures, disclosure analysis framework, risk management processes, and board oversight structure.

The current disclosure reporting requirements become effective in December 2023, and we will become subject to the annual disclosure requirements in our annual report for the fiscal year ending September 30, 2024.

Such information would include climate-related risks that are reasonably likely to have a material impact on an issuer’s business or results of operations, as well as certain climate-related financial statement metrics.

In addition, we expect state laws and regulations regarding these topics to continue to evolve and impose new and additional requirements.

For example, in October 2023, California enacted a new climate accountability package pursuant to its new Climate Corporate Data Accountability Act that will require annual disclosure of certain greenhouse gas

emissions and new Climate-Related Financial Risk Act that will require biennial disclosure of certain climate-related financial risks and mitigation measures, each beginning in 2026, subject to applicable implementing regulations and rulemaking that may impact final scope and compliance timing.

For example, in addition to international data protection and privacy laws and regulations like the EU’s GDPR, we are, and expect to continue to be, subject to and affected by existing, new and evolving country, federal and state laws, regulations and guidance around the world impacting consumer and personnel privacy, including the California Consumer Privacy Act, as amended by the California Privacy Rights Act, and various other U.S. state consumer privacy laws that provide for enhanced consumer protections for their residents and impose requirements for the handling, disclosure and deletion of personal information of their residents.

*Private Fund Adviser Reforms.* In May 2023, the SEC adopted amendments to Form PF, which is the confidential reporting form that investment advisers to private funds file to provide confidential information to the SEC and the FSOC.

The amendments were adopted largely as proposed and will require (i) current and quarterly reporting by large hedge fund advisers regarding certain events that may indicate stress at a fund or signal broader systemic risk; and (ii) enhanced reporting by large private equity advisers to allow the FSOC to monitor systemic risk.

The amendments also will require large private equity fund advisers to report information on general partner and limited partner clawbacks on an annual basis as well as additional information on their strategies and borrowings as a part of their annual filing.

The current and quarterly event reporting requirements become effective in November 2023 and the remaining amendments become effective in May 2024.

In August 2023, the SEC also adopted new rules and amendments that will require advisers to private funds to (i) obtain an annual audit for each private fund; (ii) provide investors with quarterly statements regarding private fund performance, fees and expenses; and (iii) obtain a fairness or valuation opinion in connection with an adviser-led secondary transaction.

Compliance with certain aspects of the rules is required effective in September 2024 and with the remaining elements effective in March 2025.

In July 2023, the SEC adopted

additional rule and form amendments concerning money market funds registered under the Investment Company Act.

The amendments are intended to address problems experienced by certain money market funds in connection with the economic shock at the onset of the COVID-19 pandemic.

The new and amended rules will phase in through October 2024 and will, among other changes, impose increased minimum liquidity requirements, impose mandatory liquidity fees on institutional prime and institutional tax-exempt funds under certain circumstances, eliminate redemption gates, and permit share cancellation measures during periods of negative interest rates.

In addition, the Form PF was further amended to require additional information regarding the private liquidity funds that an investment manager advises.

Our sales and distribution services include distribution-related financial technology.

Recent Acquisition

On November 1, 2022, we acquired BNY Alcentra Group Holdings, Inc. (together with its subsidiaries, “Alcentra”) from The Bank of New York Mellon Corporation.

Alcentra is a leading European credit and private debt manager, with global expertise in senior secured loans, high yield bonds, private credit, structured credit, special situations and multi-strategy credit strategies.

We expect this acquisition to expand our alternative credit capabilities and presence in Europe, and continue to strengthen the breadth and scale of our alternative asset strategies.

Our U.S.-registered funds and most of our non-U.S.-registered funds operate as independent companies subject to the supervision and oversight of the funds’ own boards of directors or trustees.

Our registered open-end funds, or mutual funds, continuously offer their shares to investors.

Our registered closed-end funds issue a set number of shares to investors in a public offering which are traded on a public stock exchange.

| Fixed Income | | | | | | $ | 146.9 | | | | | $ | 35.6 | | | | | $ | 238.2 | | | | | $ | 28.0 | | | | | $ | 42.2 | | | | | $ | 490.9 | | | | | 38 | | % |

| Equity | | | | | | 188.9 | | | | | | 68.1 | | | | | | 35.5 | | | | | | 66.7 | | | | | | 33.1 | | | | | | 392.3 | | | | | | 30 | | % |

| Alternative | | | | | | 5.7 | | | | | | 6.0 | | | | | | 32.1 | | | | | | — | | | | | | 181.3 | | | | | | 225.1 | | | | | | 17 | | % |

| Multi-Asset | | | | | | 82.2 | | | | | | 7.5 | | | | | | 6.8 | | | | | | 5.4 | | | | | | 29.6 | | | | | | 131.5 | | | | | | 10 | | % |

| Cash Management | | | | | | 28.6 | | | | | | 27.9 | | | | | | 1.1 | | | | | | — | | | | | | — | | | | | | 57.6 | | | | | | 5 | | % |

| Total | | | | | | $ | 452.3 | | | | | $ | 145.1 | | | | | $ | 313.7 | | | | | $ | 100.1 | | | | | $ | 286.2 | | | | | $ | 1,297.4 | | | | | 100 | | % |

Broadly speaking, other than

Our Specialist Investment Managers

Our Broad Range of Services and Capabilities

1.

Through our specialist investment managers, we offer a broad range of services and capabilities under our fixed income, equity, alternative, multi-asset and cash management asset classes.

We also offer diverse strategies across active, smart beta and passive approaches, in a broad range of vehicles.

A few of our subsidiaries also serve as direct marketing broker-dealers for institutional investors for certain of our private funds, and some of our private funds may utilize third-party placement agents.

Our ETF platforms include smart beta and actively managed ETFs, as well as additional lower fee passive ETF products.

ETFs trade like stocks, fluctuate in market value and may trade at prices above or below the ETF’s net asset value.

In addition, our U.S. agreements generally may be terminated by either party without penalty after prior written notice.

Investment management fees are at times waived or voluntarily reduced when, for example, a new fund/account is established, and then increased to contractual levels within an established timeline or as net asset values reach certain levels.

2.

3.

4.

5.

Our sales and distribution fees primarily consist of upfront sales commissions and ongoing distribution fees.

Sales commissions are earned from the sale of certain classes of sponsored funds at the time of purchase and may be reduced or eliminated depending on the amount invested and the type of investor.

Our mutual funds generally pay us distribution fees in return for sales, marketing and distribution efforts on their behalf.

The Rule 12b-1 Plans are subject to termination at any time by a majority vote of the disinterested fund directors or trustees or by the particular fund’s shareholders.

6.

Breaches of applicable laws and rules could result in regulatory

The FSOC and the FSB, as well as other global regulators, are considering what threats to U.S. and global financial stability, if any, arise from asset management companies and/or the funds that they sponsor or manage, and whether such threats can be mitigated by treating such entities as SIFIs or G-SIFIs and/or subjecting them to additional regulation.

In addition, regulatory authorities remain focused on whether to implement further reform measures to improve the resiliency of money market funds and the broader short-term funding markets, which, if adopted, could significantly impact the money market fund industry.

In addition to the EU’s GDPR data protection rules, we also are or may become subject to or affected by additional country, federal and state laws, regulations and guidance impacting consumer privacy, such as the California Consumer Privacy Act (“CCPA”) that provides for enhanced consumer protections for California residents, enforcement authority by the California Attorney General and/or the California Privacy Protection Agency for CCPA violations, and the potential for private litigation, including statutory damages for data security breaches.

The EU’s GDPR strengthened and unified data protection rules for individuals within the EU and addresses export of personal data outside the EU.

The primary objectives of GDPR are to give citizens control of their personal data and to simplify the regulatory environment for international business by unifying data protection regulation within the EU.

For the fiscal year ended September 30, [removed: 2022][added: 2023]

The aggregate market value of the voting common equity (“common stock”) held by non-affiliates of the registrant, as of March 31, [removed: 2022] [added: 2023] (the last business day of registrant’s second quarter of fiscal year [removed: 2022),] [added: 2023),] was [removed: $7.9] [added: $7.7] billion based upon the last sale price reported for such date on the New York Stock Exchange.

Number of shares of the registrant’s common stock outstanding at October 31, [removed: 2022: 499,558,579.][added: 2023: 494,584,385.]

Certain portions of the registrant’s definitive proxy statement for its annual meeting of stockholders, to be filed with the Securities and Exchange Commission within 120 days after September 30, [removed: 2022,] [added: 2023,] are incorporated by reference into Part III of this report.

| | | | ITEM 1. | | | [removed: [BUSINESS](#ib41e0c076c1444488914345b87dbd97c_16)] [added: [BUSINESS](#i3074e4ac412a4e41afa948cbcded3b49_16)] | | | [removed: [3](#ib41e0c076c1444488914345b87dbd97c_13)] [added: [3](#i3074e4ac412a4e41afa948cbcded3b49_13)] | | |

| | | | ITEM 1A. | | | [RISK [removed: FACTORS](#ib41e0c076c1444488914345b87dbd97c_43)] [added: FACTORS](#i3074e4ac412a4e41afa948cbcded3b49_40)] | | | [removed: [15](#ib41e0c076c1444488914345b87dbd97c_43)] [added: [16](#i3074e4ac412a4e41afa948cbcded3b49_40)] | | |

| | | | ITEM 1B. | | | [UNRESOLVED STAFF [removed: COMMENTS](#ib41e0c076c1444488914345b87dbd97c_46)] [added: COMMENTS](#i3074e4ac412a4e41afa948cbcded3b49_43)] | | | [removed: [26](#ib41e0c076c1444488914345b87dbd97c_46)] [added: [26](#i3074e4ac412a4e41afa948cbcded3b49_43)] | | |

| | | | ITEM 2. | | | [removed: [PROPERTIES](#ib41e0c076c1444488914345b87dbd97c_49)] [added: [PROPERTIES](#i3074e4ac412a4e41afa948cbcded3b49_46)] | | | [removed: [27](#ib41e0c076c1444488914345b87dbd97c_49)] [added: [27](#i3074e4ac412a4e41afa948cbcded3b49_46)] | | |

| | | | ITEM 3. | | | [LEGAL [removed: PROCEEDINGS](#ib41e0c076c1444488914345b87dbd97c_52)] [added: PROCEEDINGS](#i3074e4ac412a4e41afa948cbcded3b49_49)] | | | [removed: [27](#ib41e0c076c1444488914345b87dbd97c_52)] [added: [27](#i3074e4ac412a4e41afa948cbcded3b49_49)] | | |

| | | | ITEM 4. | | | [MINE SAFETY [removed: DISCLOSURES](#ib41e0c076c1444488914345b87dbd97c_55)] [added: DISCLOSURES](#i3074e4ac412a4e41afa948cbcded3b49_52)] | | | [removed: [27](#ib41e0c076c1444488914345b87dbd97c_55)] [added: [27](#i3074e4ac412a4e41afa948cbcded3b49_52)] | | |

| | | | [INFORMATION ABOUT OUR EXECUTIVE [removed: OFFICERS](#ib41e0c076c1444488914345b87dbd97c_58)] [added: OFFICERS](#i3074e4ac412a4e41afa948cbcded3b49_55)] | | | | | | [removed: [28](#ib41e0c076c1444488914345b87dbd97c_58)] [added: [28](#i3074e4ac412a4e41afa948cbcded3b49_55)] | | |

| | | | ITEM 5. | | | [MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#ib41e0c076c1444488914345b87dbd97c_64)] [added: SECURITIES](#i3074e4ac412a4e41afa948cbcded3b49_61)] | | | [removed: [30](#ib41e0c076c1444488914345b87dbd97c_64)] [added: [30](#i3074e4ac412a4e41afa948cbcded3b49_61)] | | |

| | | | ITEM 6. | | | [removed: [\[RESERVED\]](#ib41e0c076c1444488914345b87dbd97c_67)] [added: [\[RESERVED\]](#i3074e4ac412a4e41afa948cbcded3b49_64)] | | | [removed: [30](#ib41e0c076c1444488914345b87dbd97c_67)] [added: [30](#i3074e4ac412a4e41afa948cbcded3b49_64)] | | |

| | | | ITEM 7. | | | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#ib41e0c076c1444488914345b87dbd97c_73)] [added: OPERATIONS](#i3074e4ac412a4e41afa948cbcded3b49_67)] | | | [removed: [30](#ib41e0c076c1444488914345b87dbd97c_73)] [added: [30](#i3074e4ac412a4e41afa948cbcded3b49_67)] | | |

| | | | ITEM 7A. | | | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#ib41e0c076c1444488914345b87dbd97c_145)] [added: RISK](#i3074e4ac412a4e41afa948cbcded3b49_142)] | | | [removed: [55](#ib41e0c076c1444488914345b87dbd97c_145)] [added: [55](#i3074e4ac412a4e41afa948cbcded3b49_142)] | | |

| | | | ITEM 8. | | | [FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#ib41e0c076c1444488914345b87dbd97c_148)] [added: DATA](#i3074e4ac412a4e41afa948cbcded3b49_145)] | | | [removed: [57](#ib41e0c076c1444488914345b87dbd97c_148)] [added: [57](#i3074e4ac412a4e41afa948cbcded3b49_145)] | | |

| | | | ITEM 9. | | | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE](#ib41e0c076c1444488914345b87dbd97c_271)] [added: DISCLOSURE](#i3074e4ac412a4e41afa948cbcded3b49_268)] | | | [removed: [96](#ib41e0c076c1444488914345b87dbd97c_271)] [added: [94](#i3074e4ac412a4e41afa948cbcded3b49_268)] | | |

| | | | ITEM 9A. | | | [CONTROLS AND [removed: PROCEDURES](#ib41e0c076c1444488914345b87dbd97c_274)] [added: PROCEDURES](#i3074e4ac412a4e41afa948cbcded3b49_271)] | | | [removed: [96](#ib41e0c076c1444488914345b87dbd97c_274)] [added: [94](#i3074e4ac412a4e41afa948cbcded3b49_271)] | | |

| | | | ITEM 9B. | | | [OTHER [removed: INFORMATION](#ib41e0c076c1444488914345b87dbd97c_277)] [added: INFORMATION](#i3074e4ac412a4e41afa948cbcded3b49_274)] | | | [removed: [96](#ib41e0c076c1444488914345b87dbd97c_277)] [added: [94](#i3074e4ac412a4e41afa948cbcded3b49_274)] | | |

| | | | ITEM 9C. | | | [DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT [removed: INSPECTIONS](#ib41e0c076c1444488914345b87dbd97c_280)] [added: INSPECTIONS](#i3074e4ac412a4e41afa948cbcded3b49_277)] | | | [removed: [96](#ib41e0c076c1444488914345b87dbd97c_280)] [added: [94](#i3074e4ac412a4e41afa948cbcded3b49_277)] | | |

| | | | ITEM 10. | | | [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE [removed: GOVERNANCE](#ib41e0c076c1444488914345b87dbd97c_286)] [added: GOVERNANCE](#i3074e4ac412a4e41afa948cbcded3b49_283)] | | | [removed: [97](#ib41e0c076c1444488914345b87dbd97c_286)] [added: [95](#i3074e4ac412a4e41afa948cbcded3b49_283)] | | |

| | | | ITEM 11. | | | [EXECUTIVE [removed: COMPENSATION](#ib41e0c076c1444488914345b87dbd97c_289)] [added: COMPENSATION](#i3074e4ac412a4e41afa948cbcded3b49_286)] | | | [removed: [97](#ib41e0c076c1444488914345b87dbd97c_289)] [added: [95](#i3074e4ac412a4e41afa948cbcded3b49_286)] | | |

| | | | ITEM 12. | | | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER [removed: MATTERS](#ib41e0c076c1444488914345b87dbd97c_292)] [added: MATTERS](#i3074e4ac412a4e41afa948cbcded3b49_289)] | | | [removed: [97](#ib41e0c076c1444488914345b87dbd97c_292)] [added: [95](#i3074e4ac412a4e41afa948cbcded3b49_289)] | | |

| | | | ITEM 13. | | | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR [removed: INDEPENDENCE](#ib41e0c076c1444488914345b87dbd97c_295)] [added: INDEPENDENCE](#i3074e4ac412a4e41afa948cbcded3b49_292)] | | | [removed: [97](#ib41e0c076c1444488914345b87dbd97c_295)] [added: [95](#i3074e4ac412a4e41afa948cbcded3b49_292)] | | |

| | | | ITEM 14. | | | [PRINCIPAL ACCOUNTANT FEES AND [removed: SERVICES](#ib41e0c076c1444488914345b87dbd97c_298)] [added: SERVICES](#i3074e4ac412a4e41afa948cbcded3b49_295)] | | | [removed: [97](#ib41e0c076c1444488914345b87dbd97c_298)] [added: [95](#i3074e4ac412a4e41afa948cbcded3b49_295)] | | |

| | | | ITEM 15. | | | [EXHIBITS AND FINANCIAL STATEMENT [removed: SCHEDULES](#ib41e0c076c1444488914345b87dbd97c_304)] [added: SCHEDULES](#i3074e4ac412a4e41afa948cbcded3b49_301)] | | | [removed: [98](#ib41e0c076c1444488914345b87dbd97c_304)] [added: [96](#i3074e4ac412a4e41afa948cbcded3b49_301)] | | |

| | | | ITEM 16. | | | [FORM 10-K [removed: SUMMARY](#ib41e0c076c1444488914345b87dbd97c_307)] [added: SUMMARY](#i3074e4ac412a4e41afa948cbcded3b49_304)] | | | [removed: [98](#ib41e0c076c1444488914345b87dbd97c_307)] [added: [96](#i3074e4ac412a4e41afa948cbcded3b49_304)] | | |

FORWARD-LOOKING [removed: STATEMENTS.][added: STATEMENTS]

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b) ☐

| [PART I](#i3074e4ac412a4e41afa948cbcded3b49_10) | | | | | | | | | | | |

| [PART II](#i3074e4ac412a4e41afa948cbcded3b49_58) | | | | | | | | | | | |

| [PART III](#i3074e4ac412a4e41afa948cbcded3b49_280) | | | | | | | | | | | |

| [PART IV](#i3074e4ac412a4e41afa948cbcded3b49_298) | | | | | | | | | | | |

| [EXHIBIT INDEX](#i3074e4ac412a4e41afa948cbcded3b49_307) | | | | | | | | | [96](#i3074e4ac412a4e41afa948cbcded3b49_307) | | |

| [SIGNATURES](#i3074e4ac412a4e41afa948cbcded3b49_310) | | | | | | | | | [99](#i3074e4ac412a4e41afa948cbcded3b49_310) | | |

| [PART I](#ib41e0c076c1444488914345b87dbd97c_10) | | | | | | | | | | | |

| [PART II](#ib41e0c076c1444488914345b87dbd97c_61) | | | | | | | | | | | |

| [PART III](#ib41e0c076c1444488914345b87dbd97c_283) | | | | | | | | | | | |

| [PART IV](#ib41e0c076c1444488914345b87dbd97c_301) | | | | | | | | | | | |

| [EXHIBIT INDEX](#ib41e0c076c1444488914345b87dbd97c_310) | | | | | | | | | [98](#ib41e0c076c1444488914345b87dbd97c_310) | | |

| [SIGNATURES](#ib41e0c076c1444488914345b87dbd97c_313) | | | | | | | | | [101](#ib41e0c076c1444488914345b87dbd97c_313) | | |

| St. Petersburg, Florida | | | | | | 560,948 | | | | | | [removed: 363,187] [added: 385,217] | | |

| Poznan, Poland | | | | | | 284,436 | | | | | | [removed: 43,890] [added: 50,549] | | |

| Other | | | | | | [removed: 78,391] [added: 95,883] | | | | | | 9,724 | | |

We lease office space in 16 states in the U.S. and Washington, D.C., and internationally, including Australia, Brazil, Canada, the People’s Republic of China (including Hong Kong), Germany, India, Japan, Luxembourg, Mexico, Singapore, South Korea, United Arab Emirates and the U.K. As of September 30, [removed: 2022,] [added: 2023,] we leased and occupied approximately [removed: 1,971,000] [added: 1,931,000] square feet of office space worldwide, and subleased to third parties approximately [removed: 420,000] [added: 399,000] square feet of excess leased space.

| Total | | | | | | 2,698,397 | | | | | | 1,040,485 | | |

| Total | | | | | | 2,680,905 | | | | | | 1,011,796 | | |

In addition, we entered into a lease agreement for office space in New York City with occupancy expected to begin in early fiscal year 2024.

Age [removed: 58][added: 59]

Age [removed: 61][added: 62]

Age [removed: 82][added: 83]

Age [removed: 54][added: 56]

Executive [added: Vice President and Head of Public Markets of Franklin since February 2023 and executive] officer of Franklin since October 2022; Chairman since 2014 and Chief Executive Officer and President since 2012 of ClearBridge Investments, LLC, a subsidiary of Franklin; officer and/or director of certain other subsidiaries of Franklin.

Age [removed: 50][added: 51]

Executive Vice [added: President and Head of Global Operations of Franklin since February 2023; formerly, Executive Vice] President, Technology and Operations, of Franklin [removed: since] [added: from] October [removed: 2021;] [added: 2021 to February 2023;] officer and/or director of various investment adviser, operations, and technology related subsidiaries of Franklin for more than the past five years, including as Senior Vice President of Franklin Advisers, Inc., Franklin Templeton Institutional, LLC and Templeton Investment Counsel, LLC since July 2014, [removed: Vice President of FASA, LLC since June 2014,] and Vice President of Franklin Templeton Companies, LLC since June 2010.

Age [removed: 60][added: 62]

Executive Vice [removed: President, Global Advisory Services, of Franklin since October 2020,] [added: President] and Head of Global [removed: Distribution,] [added: Distribution of Franklin since February 2023,] responsible for global retail and institutional distribution, including marketing and product strategy, and Managing Partner of Brandywine Global Investment Management, LLC since November 2014, responsible for the overall management of Brandywine including infrastructure, legal and compliance, business strategy, and sales and client service; formerly, [added: Executive Vice President of Global Advisory Services of Franklin from October 2020 to February 2023;] Managing Director of Brandywine from 2012 to 2014, Head of Marketing, Sales and Client Service of Brandywine from 2003 to 2014, and Senior Vice President of Client Service of Brandywine from 1997 to 2003; officer and/or director of certain other subsidiaries of Franklin.

Director of Thermo Fisher Scientific Inc. since July 2023.

Age 55

Our common stock is traded on the NYSE under the ticker symbol “BEN.” At October 31, [removed: 2022,] [added: 2023,] there were [removed: 2,588] [added: 2,476] stockholders of record of our common stock.

The following table provides information with respect to the shares of our common stock that we repurchased during the three months ended September 30, [removed: 2022.][added: 2023.]

| July 2023 | | | | | | 1,430,208 | | | | | | $ | 28.59 | | | | | 1,430,208 | | | | | | 20,339,212 | | |

| August 2023 | | | | | | 3,437,199 | | | | | | 26.66 | | | | | | 3,437,199 | | | | | | 16,902,013 | | |

| September 2023 | | | | | | 2,156,560 | | | | | | 25.54 | | | | | | 2,156,560 | | | | | | 14,745,453 | | |

| Total | | | | | | 7,023,967 | | | | | | | | | | | | 7,023,967 | | | | | | | | |

| July 2022 | | | | | | 93,803 | | | | | | $ | 27.33 | | | | | 93,803 | | | | | | 25,335,850 | | |

| August 2022 | | | | | | 948,637 | | | | | | 26.07 | | | | | | 948,637 | | | | | | 24,387,213 | | |

| September 2022 | | | | | | 1,362 | | | | | | 21.57 | | | | | | 1,362 | | | | | | 24,385,851 | | |

| Total | | | | | | 1,043,802 | | | | | | | | | | | | 1,043,802 | | | | | | | | |

Index of Consolidated Financial Statements for the fiscal years ended September 30, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020.][added: 2021.]

| [Management’s Report on Internal Control Over Financial [removed: Reporting](#ib41e0c076c1444488914345b87dbd97c_154)] [added: Reporting](#i3074e4ac412a4e41afa948cbcded3b49_151)] | | | | | | [removed: [58](#ib41e0c076c1444488914345b87dbd97c_154)] [added: [58](#i3074e4ac412a4e41afa948cbcded3b49_151)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#ib41e0c076c1444488914345b87dbd97c_157)] [added: Firm](#i3074e4ac412a4e41afa948cbcded3b49_154)] (PCAOB ID 238) | | | | | | [removed: [59](#ib41e0c076c1444488914345b87dbd97c_157)] [added: [59](#i3074e4ac412a4e41afa948cbcded3b49_154)] | | |

| [Consolidated Statements of [added: Comprehensive] Income for the fiscal years ended September [removed: 30,](#ib41e0c076c1444488914345b87dbd97c_160) [2022](#ib41e0c076c1444488914345b87dbd97c_160)[,](#ib41e0c076c1444488914345b87dbd97c_160) [2021](#ib41e0c076c1444488914345b87dbd97c_160) [and](#ib41e0c076c1444488914345b87dbd97c_160) [2](#ib41e0c076c1444488914345b87dbd97c_160)[020](#ib41e0c076c1444488914345b87dbd97c_160)] [added: 30,](#i3074e4ac412a4e41afa948cbcded3b49_160) [2023](#i3074e4ac412a4e41afa948cbcded3b49_160)[,](#i3074e4ac412a4e41afa948cbcded3b49_160) [2022](#i3074e4ac412a4e41afa948cbcded3b49_160) [and](#i3074e4ac412a4e41afa948cbcded3b49_160) [2021](#i3074e4ac412a4e41afa948cbcded3b49_160)] | | | | | | [removed: [62](#ib41e0c076c1444488914345b87dbd97c_160)] [added: [62](#i3074e4ac412a4e41afa948cbcded3b49_160)] | | |

| [Consolidated Statements of [removed: Comprehensive] Income for the fiscal years ended September [removed: 30,](#ib41e0c076c1444488914345b87dbd97c_163) [2022](#ib41e0c076c1444488914345b87dbd97c_163)[,](#ib41e0c076c1444488914345b87dbd97c_163) [2021](#ib41e0c076c1444488914345b87dbd97c_163) [and](#ib41e0c076c1444488914345b87dbd97c_163) [202](#ib41e0c076c1444488914345b87dbd97c_163)[0](#ib41e0c076c1444488914345b87dbd97c_163)] [added: 30,](#i3074e4ac412a4e41afa948cbcded3b49_157) [2023](#i3074e4ac412a4e41afa948cbcded3b49_157)[,](#i3074e4ac412a4e41afa948cbcded3b49_157) [2022](#i3074e4ac412a4e41afa948cbcded3b49_157) [and](#i3074e4ac412a4e41afa948cbcded3b49_157) [2021](#i3074e4ac412a4e41afa948cbcded3b49_157)] | | | | | | [removed: [63](#ib41e0c076c1444488914345b87dbd97c_163)] [added: [61](#i3074e4ac412a4e41afa948cbcded3b49_157)] | | |

| [Consolidated Balance Sheets as of September [removed: 30,](#ib41e0c076c1444488914345b87dbd97c_166) [2022](#ib41e0c076c1444488914345b87dbd97c_166) [and](#ib41e0c076c1444488914345b87dbd97c_166) [2](#ib41e0c076c1444488914345b87dbd97c_166)[021](#ib41e0c076c1444488914345b87dbd97c_166)] [added: 30,](#i3074e4ac412a4e41afa948cbcded3b49_163) [2023](#i3074e4ac412a4e41afa948cbcded3b49_163) [and](#i3074e4ac412a4e41afa948cbcded3b49_163) [2022](#i3074e4ac412a4e41afa948cbcded3b49_163)] | | | | | | [removed: [64](#ib41e0c076c1444488914345b87dbd97c_166)] [added: [63](#i3074e4ac412a4e41afa948cbcded3b49_163)] | | |

| [Consolidated Statements of Stockholders’ Equity as of and for the fiscal years ended September [removed: 30,](#ib41e0c076c1444488914345b87dbd97c_172) [2022](#ib41e0c076c1444488914345b87dbd97c_172)[,](#ib41e0c076c1444488914345b87dbd97c_172) [2021](#ib41e0c076c1444488914345b87dbd97c_172) [and](#ib41e0c076c1444488914345b87dbd97c_172) [2](#ib41e0c076c1444488914345b87dbd97c_172)[020](#ib41e0c076c1444488914345b87dbd97c_172)] [added: 30,](#i3074e4ac412a4e41afa948cbcded3b49_169) [2023](#i3074e4ac412a4e41afa948cbcded3b49_169)[,](#i3074e4ac412a4e41afa948cbcded3b49_169) [2022](#i3074e4ac412a4e41afa948cbcded3b49_169) [and](#i3074e4ac412a4e41afa948cbcded3b49_169) [2021](#i3074e4ac412a4e41afa948cbcded3b49_169)] | | | | | | [removed: [65](#ib41e0c076c1444488914345b87dbd97c_172)] [added: [64](#i3074e4ac412a4e41afa948cbcded3b49_169)] | | |

| [Consolidated Statements of Cash Flows for the fiscal years ended September [removed: 30,](#ib41e0c076c1444488914345b87dbd97c_178) [2022](#ib41e0c076c1444488914345b87dbd97c_178)[,](#ib41e0c076c1444488914345b87dbd97c_178) [2021](#ib41e0c076c1444488914345b87dbd97c_178) [and](#ib41e0c076c1444488914345b87dbd97c_178) [2](#ib41e0c076c1444488914345b87dbd97c_178)[020](#ib41e0c076c1444488914345b87dbd97c_178)] [added: 30,](#i3074e4ac412a4e41afa948cbcded3b49_175) [2023](#i3074e4ac412a4e41afa948cbcded3b49_175)[,](#i3074e4ac412a4e41afa948cbcded3b49_175) [2022](#i3074e4ac412a4e41afa948cbcded3b49_175) [and](#i3074e4ac412a4e41afa948cbcded3b49_175) [2021](#i3074e4ac412a4e41afa948cbcded3b49_175)] | | | | | | [removed: [66](#ib41e0c076c1444488914345b87dbd97c_178)] [added: [65](#i3074e4ac412a4e41afa948cbcded3b49_175)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ib41e0c076c1444488914345b87dbd97c_181)] [added: Statements](#i3074e4ac412a4e41afa948cbcded3b49_178)] | | | | | | [removed: [68](#ib41e0c076c1444488914345b87dbd97c_181)] [added: [67](#i3074e4ac412a4e41afa948cbcded3b49_178)] | | |

Management assessed the effectiveness of the Company’s internal control over financial reporting as of September 30, [removed: 2022,] [added: 2023,] based on the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework (2013).

Based on that assessment, management concluded that, as of September 30, [removed: 2022,] [added: 2023,] the Company’s internal control over financial reporting was effective.

The effectiveness of the Company’s internal control over financial reporting as of September 30, [removed: 2022] [added: 2023] has been audited by PricewaterhouseCoopers LLP, the independent registered public accounting firm that audits the Company’s consolidated financial statements, as stated in their report immediately following this report, which expresses an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting as of September 30, [removed: 2022.][added: 2023.]

We have audited the accompanying consolidated balance sheets of Franklin Resources, Inc. and its subsidiaries (the “Company”) as of September 30, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the related consolidated statements of income, of comprehensive income, of stockholders’ equity and of cash flows for each of the three years in the period ended September 30, [removed: 2022,] [added: 2023,] including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company’s internal control over financial reporting as of September 30, [removed: 2022,] [added: 2023,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of September 30, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended September 30, [removed: 2022] [added: 2023] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, [removed: 2022,] [added: 2023,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

We conducted our audits in accordance with the standards of the [removed: PCAOB.][added: PCAOB and in accordance with auditing standards generally accepted in the United States of America.]

A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of [removed: management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.]

As described in Note 13 to the consolidated financial statements, the Company had gross deferred tax assets of [removed: $1,014.7] [added: $982.4] million as of September 30, [removed: 2022,] [added: 2023,] reduced by a [removed: $258.3] [added: $292.9] million valuation allowance.

[added: | as of] November [removed: 14, 2022][added: 1, 2022 | | | | | | | | | | | | | | | | | | | | |]

| for the fiscal years ended September 30, | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Investment management fees | | | | | | $ | [removed: 6,616.8] [added: 6,452.9] | | | | | $ | [removed: 6,541.6] [added: 6,616.8] | | | | | $ | [removed: 3,981.7] [added: 6,541.6] | |

| Sales and distribution fees | | | | | | [removed: 1,415.0] [added: 1,203.7] | | | | | | [removed: 1,635.5] [added: 1,415.0] | | | | | | [removed: 1,362.0] [added: 1,635.5] | | |

| Shareholder servicing fees | | | | | | [removed: 193.0] [added: 152.7] | | | | | | [removed: 211.2] [added: 193.0] | | | | | | [removed: 195.1] [added: 211.2] | | |

| Other | | | | | | [removed: 50.5] [added: 40.1] | | | | | | [removed: 37.2] [added: 50.5] | | | | | | [removed: 27.7] [added: 37.2] | | |

| Total operating revenues | | | | | | [removed: 8,275.3] [added: 7,849.4] | | | | | | [removed: 8,425.5] [added: 8,275.3] | | | | | | [removed: 5,566.5] [added: 8,425.5] | | |

| Compensation and benefits | | | | | | [removed: 3,089.8] [added: 3,494.0] | | | | | | [removed: 2,971.3] [added: 3,089.8] | | | | | | [removed: 1,873.9] [added: 2,971.3] | | |

| Sales, distribution and marketing | | | | | | [removed: 1,845.6] [added: 1,613.1] | | | | | | [removed: 2,105.8] [added: 1,845.6] | | | | | | [removed: 1,703.1] [added: 2,105.8] | | |

| Information systems and technology | | | | | | [removed: 500.2] [added: 505.0] | | | | | | [removed: 486.1] [added: 500.2] | | | | | | [removed: 288.4] [added: 486.1] | | |

| Occupancy | | | | | | [removed: 218.9] [added: 228.9] | | | | | | [removed: 218.1] [added: 218.9] | | | | | | [removed: 147.9] [added: 218.1] | | |

| Amortization of intangible assets | | | | | | [removed: 282.0] [added: 341.1] | | | | | | [removed: 232.0] [added: 282.0] | | | | | | [removed: 54.0] [added: 232.0] | | |

| General, administrative and other | | | | | | [removed: 564.9] [added: 565.0] | | | | | | [removed: 537.2] [added: 564.9] | | | | | | [removed: 450.3] [added: 537.2] | | |

| Total operating expenses | | | | | | [removed: 6,501.4] [added: 6,747.1] | | | | | | [removed: 6,550.5] [added: 6,501.4] | | | | | | [removed: 4,517.6] [added: 6,550.5] | | |

| Operating Income | | | | | | [removed: 1,773.9] [added: 1,102.3] | | | | | | [removed: 1,875.0] [added: 1,773.9] | | | | | | [removed: 1,048.9] [added: 1,875.0] | | |

| Investment and other [removed: income (losses),] [added: income,] net | | | | | | [removed: 91.1] [added: 340.0] | | | | | | [removed: 264.7] [added: 91.1] | | | | | | [removed: (38.4)] [added: 264.7] | | |

| Interest expense | | | | | | [removed: (98.2)] [added: (123.7)] | | | | | | [removed: (85.4)] [added: (98.2)] | | | | | | [removed: (33.4)] [added: (85.4)] | | |

| Investment and other income (losses) of consolidated investment products, net | | | | | | [removed: (17.7)] [added: 115.8] | | | | | | [removed: 421.1] [added: (17.7)] | | | | | | [removed: 70.2] [added: 421.1] | | |

| Expenses of consolidated investment products | | | | | | [removed: (19.7)] [added: (18.7)] | | | | | | [removed: (31.2)] [added: (19.7)] | | | | | | [removed: (29.4)] [added: (31.2)] | | |

| Other income (expenses), net | | | | | | [removed: (44.5)] [added: 313.4] | | | | | | [removed: 569.2] [added: (44.5)] | | | | | | [removed: (31.0)] [added: 569.2] | | |

| Income before taxes | | | | | | [removed: 1,729.4] [added: 1,415.7] | | | | | | [removed: 2,444.2] [added: 1,729.4] | | | | | | [removed: 1,017.9] [added: 2,444.2] | | |

management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

November 13, 2023

| Redeemable noncontrolling interests | | | | | | 135.5 | | | | | | (46.9) | | | | | | 94.1 | | |

| Nonredeemable noncontrolling interests | | | | | | 85.1 | | | | | | 88.2 | | | | | | 169.3 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net income | | | | | | | | | | | | | | | | | | | | | | | | 882.8 | | | | | | | | | | | | 882.8 | | | | | | 85.1 | | | | | | 967.9 | | |

| Repurchase of common stock | | | | | | (9.6) | | | | | | (1.0) | | | | | | (205.5) | | | | | | (49.8) | | | | | | | | | | | | (256.3) | | | | | | | | | | | | (256.3) | | |

| Issuance of common stock | | | | | | 5.9 | | | | | | 0.6 | | | | | | 214.5 | | | | | | | | | | | | | | | | | | 215.1 | | | | | | | | | | | | 215.1 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Adjustment to fair value of redeemable noncontrolling interests | | | | | | | | | | | | | | | | | | | | | | | | 109.4 | | | | | | | | | | | | 109.4 | | | | | | | | | | | | 109.4 | | |

| Balance at September 30, 2023 | | | | | | 495.9 | | | | | | $ | 49.6 | | | | | $ | — | | | | | $ | 12,376.6 | | | | | $ | (509.3) | | | | | $ | 11,916.9 | | | | | $ | 630.9 | | | | | $ | 12,547.8 | |

| Amortization of intangible assets | | | | | | 341.1 | | | | | | 282.0 | | | | | | 232.0 | | |

| Payments of deferred consideration liability | | | | | | (241.8) | | | | | | — | | | | | | — | | |

| Proceeds from repurchase agreement | | | | | | 174.8 | | | | | | — | | | | | | — | | |

Indefinite-lived intangible assets represent contracts

the NAV is available to the Company as an investor but is not publicly available) are not classified in the fair value hierarchy.

Note 2 – Acquisition

BNY Alcentra Group Holdings, Inc.

On November 1, 2022, the Company acquired all of the outstanding ownership interests in BNY Alcentra Group Holdings, Inc. (together with its subsidiaries “Alcentra”) from The Bank of New York Mellon Corporation.

Total purchase price consisted of cash consideration of $594.1 million, which includes $188.3 million for certain securities held in Alcentra’s collateralized loan obligations (“CLOs”); deferred consideration of $62.0 million which was paid on November 1, 2023; and contingent consideration to be paid upon the achievement of certain performance thresholds over the next four years of up to $350.0 million that has an acquisition-date fair value of $24.6 million.

The consideration paid was funded from existing cash.

During the quarter ended March 31, 2023, cash consideration increased by $6.8 million due to a net working capital adjustment and deferred consideration increased by $1.6 million.

The following table summarizes the initial and revised estimated fair value amounts recognized for the assets acquired and liabilities assumed and resulting goodwill as of the acquisition date:

| Cash and cash equivalents | | | | | | $ | 93.6 | | | | | $ | — | | | | | $ | 93.6 | |

| Receivables | | | | | | 57.2 | | | | | | (8.8) | | | | | | 48.4 | | |

| Investments | | | | | | 285.3 | | | | | | 1.6 | | | | | | 286.9 | | |

| Goodwill | | | | | | 152.6 | | | | | | 52.7 | | | | | | 205.3 | | |

| Indefinite-lived intangible assets | | | | | | 89.9 | | | | | | — | | | | | | 89.9 | | |

| Other assets | | | | | | 9.0 | | | | | | 3.1 | | | | | | 12.1 | | |

| Deferred tax liabilities | | | | | | — | | | | | | (36.7) | | | | | | (36.7) | | |

| Compensation and benefits and other liabilities | | | | | | (71.0) | | | | | | (3.5) | | | | | | (74.5) | | |

The purchase price allocation is preliminary and subject to change during the measurement period, which is not to exceed one year from the acquisition date.

At this time, the Company does not expect material changes to the assets acquired or liabilities assumed.

In connection with the acquisition, the Company on December 15, 2022 entered into repurchase agreements with a third-party financing company for certain securities held by the Company in Alcentra’s CLOs.

As of September 30, 2023, other liabilities includes repurchase agreements of $164.2 million with maturity values of €132.3 million and $42.4 million in local currency.

The Company has pledged Alcentra investments with a carrying value of $171.3 million as collateral as of September 30, 2023.

The repurchase agreements have contractual maturity dates ranging between 2029 to 2034.

| for the fiscal years ended September 30, | | | | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |

On April 1, 2022, Franklin Resources, Inc. completed the acquisition of Lexington Partners L.P. (“Lexington”).

Consistent with guidance issued by the SEC that an assessment of a recently acquired business may be omitted from management’s report on internal control over financial reporting for one year following the acquisition, management excluded an assessment of the effectiveness of the Company’s internal control over financial reporting related to Lexington.

Lexington represents approximately 2% of the Company’s consolidated total operating revenues and approximately 1% of the Company’s consolidated total assets, excluding associated goodwill and intangible assets, as of and for the fiscal year ended September 30, 2022.

The recognition of goodwill and intangible assets, however, is covered by our internal controls over business combinations, which were included in management's assessment of the effectiveness of the Company's internal control over financial reporting as of September 30, 2022.

As described in Management’s Report on Internal Control Over Financial Reporting, management has excluded Lexington Partners L.P. from its assessment of internal control over financial reporting as of September 30, 2022 because Lexington Partners L.P. was acquired by the Company in a purchase business combination during 2022.

We have also excluded Lexington Partners L.P. from our audit of internal control over financial reporting.

Lexington Partners L.P. is a subsidiary whose total assets and total operating revenues excluded from management’s assessment and our audit of internal control over financial reporting represent 1% and 2%, respectively, of the related consolidated financial statement amounts as of and for the year ended September 30, 2022.

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| *(in millions)* | | | | | | | | | | | | | | | | | | | | |

| Balance at October 1, 2019 | | | | | | 499.3 | | | | | | $ | 49.9 | | | | | $ | — | | | | | $ | 10,288.2 | | | | | $ | (431.6) | | | | | $ | 9,906.5 | | | | | $ | 635.0 | | | | | $ | 10,541.5 | |

| Net income (loss) | | | | | | | | | | | | | | | | | | | | | | | | 798.9 | | | | | | | | | | | | 798.9 | | | | | | (60.4) | | | | | | 738.5 | | |

| Repurchase of common stock | | | | | | (9.0) | | | | | | (0.9) | | | | | | (143.0) | | | | | | (75.5) | | | | | | | | | | | | (219.4) | | | | | | | | | | | | (219.4) | | |

| Issuance of common stock | | | | | | 4.8 | | | | | | 0.5 | | | | | | 126.7 | | | | | | | | | | | | | | | | | | 127.2 | | | | | | | | | | | | 127.2 | | |

| Acquisitions | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 39.1 | | | | | | 39.1 | | |

| Wind-down of a subsidiary | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (16.7) | | | | | | (16.7) | | |

| Payments on loan | | | | | | — | | | | | | — | | | | | | (0.4) | | |

Certain comparative amounts for prior fiscal years have been reclassified to conform to the financial statement presentation as of and for the fiscal year ended September 30, 2022 (“fiscal year 2022”).

The key assumption used in the analysis includes the amount of assets under management (“AUM”).

The management contract

Note 2 – Acquisitions

Lexington Partners L.P.

On April 1, 2022, the Company acquired all of the outstanding ownership interests in Lexington Partners L.P. (“Lexington”), a leading global manager of secondary private equity and co-investment funds, for cash consideration of $984.7 million paid at the time of close and deferred consideration of $750.0 million that has an acquisition-date fair value of $706.4 million.

The consideration paid at close was funded from existing cash and the deferred consideration is included in other liabilities in the consolidated balance sheets.

In connection with the acquisition, the Company granted a 25% profits interest in Lexington and performance-based cash retention awards to certain employees that vest over approximately five years.

The acquisition bolsters the Company’s alternative asset capabilities, complementing its existing strengths in real estate, private credit, and hedge fund strategies.

The initial and revised estimated fair values of the assets acquired and liabilities and noncontrolling interests assumed was as follows:

| as of April 1, 2022 | | | | | | | | | | | | | | | | | | | | |

| Goodwill | | | | | | $ | 1,105.3 | | | | | $ | (9.3) | | | | | $ | 1,096.0 | |

| Investments | | | | | | 163.0 | | | | | | | | | | | | 163.0 | | |

| Operating lease right-of-use assets | | | | | | 84.4 | | | | | | | | | | | | 84.4 | | |

| Other assets and liabilities, net | | | | | | 28.1 | | | | | | 9.3 | | | | | | 37.4 | | |

O’Shaughnessy Asset Management, LLC

On December 31, 2021, the Company acquired all of the outstanding ownership interests in O’Shaughnessy Asset Management, LLC (“OSAM”), a leading quantitative asset management firm, for cash consideration paid of approximately $300.0 million, excluding future payments to be made subject to the attainment of certain performance measures.

The acquisition resulted in $262.3 million of goodwill attributable to expected growth opportunities and synergies from the combined operations and is deductible for tax purposes.

| Investment management fees | | | | | | $ | 2,482.5 | | | | | $ | 910.1 | | | | | $ | 217.6 | | | | | $ | 269.2 | | | | | $ | 102.3 | | | | | $ | 3,981.7 | |

| Sales and distribution fees | | | | | | 928.8 | | | | | | 366.1 | | | | | | 13.6 | | | | | | 51.9 | | | | | | 1.6 | | | | | | 1,362.0 | | |

| Shareholder servicing fees | | | | | | 158.6 | | | | | | 25.5 | | | | | | 8.4 | | | | | | 0.3 | | | | | | 2.3 | | | | | | 195.1 | | |

| Other | | | | | | 24.9 | | | | | | 1.2 | | | | | | 0.6 | | | | | | — | | | | | | 1.0 | | | | | | 27.7 | | |

| Total | | | | | | $ | 3,594.8 | | | | | $ | 1,302.9 | | | | | $ | 240.2 | | | | | $ | 321.4 | | | | | $ | 107.2 | | | | | $ | 5,566.5 | |

The Company recognized other-than-temporary impairments of $29.9 million during fiscal year 2022, and insignificant amounts during fiscal years 2021 and 2020.

The Company’s management evaluated, with the participation of the Company’s principal executive and principal financial officers, the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of September 30, [removed: 2022.][added: 2023.]

Based on their evaluation, the Company’s principal executive and principal financial officers concluded that the Company’s disclosure controls and procedures as of September 30, [removed: 2022] [added: 2023] were designed and are functioning effectively to provide reasonable assurance that the information required to be disclosed by the Company in reports filed under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s (“SEC”) rules and forms, and (ii) accumulated and communicated to management, including the principal executive and principal financial officers, as appropriate, to allow timely decisions regarding disclosure.

There has been no change in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the Company’s fiscal quarter ended September 30, [removed: 2022,] [added: 2023,] that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

The effectiveness of the Company’s internal control over financial reporting as of September 30, [removed: 2022] [added: 2023] has been audited by PricewaterhouseCoopers LLP, the independent registered public accounting firm that audits the Company’s consolidated financial statements, as stated in their report which expresses an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting as of September 30, [removed: 2022.][added: 2023.]

On April 1, 2022, Franklin Resources, Inc. completed the acquisition of Lexington Partners L.P. (“Lexington”).

Consistent with guidance issued by the SEC that an assessment of a recently acquired business may be omitted from management’s report on internal control over financial reporting for one year following the acquisition, management excluded an assessment of the effectiveness of the Company’s internal control over financial reporting related to Lexington.

Lexington represents approximately 2% of the Company’s consolidated total operating revenues and approximately 1% of the Company’s consolidated total assets, excluding associated goodwill and intangible assets, as of and for the fiscal year ended September 30, 2022.

The recognition of goodwill and intangible assets, however, is covered by our internal controls over business combinations, which were included in management's assessment of the effectiveness of the Company's internal control over financial reporting as of September 30, 2022.

The other information required by this Item 10 is incorporated by reference from the information to be provided under the sections titled “Proposal No. 1: Election of Directors” and “Information about the Board and its Committees – The Audit Committee” from Franklin’s definitive proxy statement for its annual meeting of stockholders to be filed with the SEC within 120 days after September 30, [removed: 2022 (“2023] [added: 2023 (“2024] Proxy Statement”).

The information required by this Item 11 is incorporated by reference from the information to be provided under the sections of our [removed: 2023] [added: 2024] Proxy Statement titled “Director Fees,” “Compensation Discussion and Analysis” and “Executive Compensation.”

The information required by this Item 12 is incorporated by reference from the information to be provided under the sections of our [removed: 2023] [added: 2024] Proxy Statement titled “Stock Ownership of Certain Beneficial Owners,” “Stock Ownership and Stock-Based Holdings of Directors and Executive Officers” and “Executive Compensation – Equity Compensation Plan Information.”

The information required by this Item 13 is incorporated by reference from the information to be provided under the sections of our [removed: 2023] [added: 2024] Proxy Statement titled “Proposal No. 1: Election of Directors – General,” “Corporate Governance – Director Independence Standards” and “Certain Relationships and Related Transactions.”

The information required by this Item 14 is incorporated by reference from the information to be provided under the section of our [removed: 2023] [added: 2024] Proxy Statement titled “Fees Paid to Independent Registered Public Accounting Firm.”

| 10.1 | | | | | | [removed: [Amended and Restated](https://www.sec.gov/Archives/edgar/data/38777/000003877722000165/exhibit101amendedandrest.htm)] [Credit Agreement, dated as [removed: of](https://www.sec.gov/Archives/edgar/data/38777/000003877722000165/exhibit101amendedandrest.htm) [September](https://www.sec.gov/Archives/edgar/data/38777/000003877722000165/exhibit101amendedandrest.htm) [8](https://www.sec.gov/Archives/edgar/data/38777/000003877722000165/exhibit101amendedandrest.htm)[, 2022,] [added: of](https://www.sec.gov/Archives/edgar/data/38777/000003877723000109/exhibit101revolvingcredi.htm) [July 25](https://www.sec.gov/Archives/edgar/data/38777/000003877723000109/exhibit101revolvingcredi.htm)[,](https://www.sec.gov/Archives/edgar/data/38777/000003877723000109/exhibit101revolvingcredi.htm) [2023](https://www.sec.gov/Archives/edgar/data/38777/000003877723000109/exhibit101revolvingcredi.htm)[,] between Registrant, as borrower, the financial institutions from time to time party thereto, as lenders, and Bank of America, N.A., as administrative agent, incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed [removed: on](https://www.sec.gov/Archives/edgar/data/38777/000003877722000165/exhibit101amendedandrest.htm) [September 13](https://www.sec.gov/Archives/edgar/data/38777/000003877722000165/exhibit101amendedandrest.htm)[, 2022 (File] [added: on](https://www.sec.gov/Archives/edgar/data/38777/000003877723000109/exhibit101revolvingcredi.htm) [July 28](https://www.sec.gov/Archives/edgar/data/38777/000003877723000109/exhibit101revolvingcredi.htm)[,](https://www.sec.gov/Archives/edgar/data/38777/000003877723000109/exhibit101revolvingcredi.htm) [2023](https://www.sec.gov/Archives/edgar/data/38777/000003877723000109/exhibit101revolvingcredi.htm) [(File] No. [removed: 001-09318)](https://www.sec.gov/Archives/edgar/data/38777/000003877722000165/exhibit101amendedandrest.htm)] [added: 001-09318)](https://www.sec.gov/Archives/edgar/data/38777/000003877723000109/exhibit101revolvingcredi.htm)] | | |

| [removed: 10.9] [added: 97.1] | | | | | | [removed: [Deferred] [added: [Executive] Compensation [removed: Fund Plan (effective November 16, 2021),] [added: Clawback Policy](https://www.sec.gov/Archives/edgar/data/38777/000003877723000137/exhibit101final-ftexeccl.htm) [of Registrant,] incorporated by reference to Exhibit 10.1 to our Current [removed: Report] [added: Re](https://www.sec.gov/Archives/edgar/data/38777/000003877723000137/exhibit101final-ftexeccl.htm)[port] on Form 8-K filed on [removed: November 16, 2021] [added: October 24, 2023] (File No. [removed: 001-09318)*](https://www.sec.gov/Archives/edgar/data/38777/000003877721000199/ex101111621.htm)] [added: 001-09318)](https://www.sec.gov/Archives/edgar/data/38777/000003877723000137/exhibit101final-ftexeccl.htm)[*](https://www.sec.gov/Archives/edgar/data/38777/000003877723000137/exhibit101final-ftexeccl.htm)] | | |

| [removed: 10.12] [added: 10.13] | | | | | | [Representative Forms of Notice of Restricted Stock Unit Award and Restricted Stock Unit Award Agreement (RSU) under our 2002 Universal Stock Incentive Plan for certain time-based awards to executive officers of Registrant [removed: (](https://www.sec.gov/Archives/edgar/data/38777/000003877722000198/exhibit101293022.htm)[filed herewith](https://www.sec.gov/Archives/edgar/data/38777/000003877722000198/exhibit101293022.htm)[)*](https://www.sec.gov/Archives/edgar/data/38777/000003877722000198/exhibit101293022.htm)] [added: (filed herewith)*](https://www.sec.gov/Archives/edgar/data/38777/000003877723000169/exhibit101393023.htm)] | | |

| [removed: 10.13] [added: 10.14] | | | | | | [Representative Forms of Notice of Restricted Stock Unit Award and Restricted Stock Unit Award Agreement (RSU) under our 2002 Universal Stock Incentive Plan for certain performance-based awards to executive officers of Registrant [removed: (](https://www.sec.gov/Archives/edgar/data/38777/000003877722000198/exhibit101393022.htm)[filed herewith](https://www.sec.gov/Archives/edgar/data/38777/000003877722000198/exhibit101393022.htm)[)*](https://www.sec.gov/Archives/edgar/data/38777/000003877722000198/exhibit101393022.htm)] [added: (filed herewith)*](https://www.sec.gov/Archives/edgar/data/38777/000003877723000169/exhibit101493023.htm)] | | |

| [removed: 10.14] [added: 10.15] | | | | | | [Representative Forms of Notice of Restricted Stock [added: Unit] Award and Restricted Stock [added: Unit] Award Agreement [removed: (RSA)] [added: (RSU)] under our 2002 Universal Stock Incentive Plan for certain time-based awards to executive officers of Registrant, incorporated by reference to Exhibit [removed: 10.2] [added: 10.12] to our Annual Report on Form 10-K for the fiscal year ended September 30, [removed: 2020] [added: 2022] (File No. [removed: 001-09318)*](https://www.sec.gov/Archives/edgar/data/38777/000003877720000203/exhibit10293020.htm)] [added: 001-09318)*](https://www.sec.gov/Archives/edgar/data/38777/000003877722000198/exhibit101293022.htm)] | | |

| [removed: 10.15] [added: 10.17] | | | | | | [Representative Forms of Notice of Restricted Stock Unit Award and Restricted Stock Unit Award Agreement (RSU) under our 2002 Universal Stock Incentive Plan for certain [removed: performance-based] [added: time-based] awards to executive officers of Registrant, incorporated by reference to Exhibit [removed: 10.3] [added: 10.15] to our Annual Report on Form 10-K for the fiscal year ended September 30, [removed: 2020] [added: 2021] (File No. [removed: 001-09318)*](https://www.sec.gov/Archives/edgar/data/38777/000003877720000203/exhibit10393020.htm)] [added: 001-09318)*](https://www.sec.gov/Archives/edgar/data/38777/000003877721000205/exhibit101593021.htm)] | | |

| [removed: 10.16] [added: 10.18] | | | | | | [Representative Forms of Notice of Restricted Stock Unit Award and Restricted Stock Unit Award Agreement (RSU) under our 2002 Universal Stock Incentive Plan for certain [removed: time-based] [added: performance-based] awards to executive officers of [removed: Registrant](https://www.sec.gov/Archives/edgar/data/38777/000003877721000205/exhibit101593021.htm)[,](https://www.sec.gov/Archives/edgar/data/38777/000003877721000205/exhibit101593021.htm) [incorporated] [added: Registrant, incorporated] by [removed: re](https://www.sec.gov/Archives/edgar/data/38777/000003877721000205/exhibit101593021.htm)[fere](https://www.sec.gov/Archives/edgar/data/38777/000003877721000205/exhibit101593021.htm)[nce] [added: reference] to Exhibit [removed: 10.15] [added: 10.16] to our Annual Report on Form 10-K for the fiscal year ended September 30, [removed: 202](https://www.sec.gov/Archives/edgar/data/38777/000003877721000205/exhibit101593021.htm)[1 (](https://www.sec.gov/Archives/edgar/data/38777/000003877721000205/exhibit101593021.htm)[File] [added: 2021 (File] No. [removed: 001-09318)](https://www.sec.gov/Archives/edgar/data/38777/000003877721000205/exhibit101593021.htm)[*](https://www.sec.gov/Archives/edgar/data/38777/000003877721000205/exhibit101593021.htm)] [added: 001-09318)*](https://www.sec.gov/Archives/edgar/data/38777/000003877721000205/exhibit101693021.htm)] | | |

| [removed: 10.17] [added: 10.16] | | | | | | [Representative Forms of Notice of Restricted Stock Unit Award and Restricted Stock Unit Award Agreement (RSU) under our 2002 Universal Stock Incentive Plan for certain performance-based awards to executive officers of [removed: Registrant](https://www.sec.gov/Archives/edgar/data/38777/000003877721000205/exhibit101693021.htm)[,] [added: Registrant,] incorporated by reference to Exhibit [removed: 10.16](https://www.sec.gov/Archives/edgar/data/38777/000003877721000205/exhibit101693021.htm) [t](https://www.sec.gov/Archives/edgar/data/38777/000003877721000205/exhibit101693021.htm)[o ou](https://www.sec.gov/Archives/edgar/data/38777/000003877721000205/exhibit101693021.htm)[r An](https://www.sec.gov/Archives/edgar/data/38777/000003877721000205/exhibit101693021.htm)[nual] [added: 10.13 to our Annual] Report on Form [removed: 10-](https://www.sec.gov/Archives/edgar/data/38777/000003877721000205/exhibit101693021.htm)[K] [added: 10-K] for the fiscal year ended [removed: Se](https://www.sec.gov/Archives/edgar/data/38777/000003877721000205/exhibit101693021.htm)[ptember] [added: September] 30, [removed: 2021] [added: 2022] (File No. [removed: 001-09318)](https://www.sec.gov/Archives/edgar/data/38777/000003877721000205/exhibit101693021.htm)[*](https://www.sec.gov/Archives/edgar/data/38777/000003877721000205/exhibit101693021.htm)] [added: 001-09318)*](https://www.sec.gov/Archives/edgar/data/38777/000003877722000198/exhibit101393022.htm)] | | |

| 21 | | | | | | [List of Subsidiaries (filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/38777/000003877722000198/exhibit2193022.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/38777/000003877723000169/exhibit2193023.htm)] | | |

| 23 | | | | | | [Consent of Independent Registered Public Accounting Firm (filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/38777/000003877722000198/exhibit2393022.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/38777/000003877723000169/exhibit2393023.htm)] | | |

| 31.1 | | | | | | [Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/38777/000003877722000198/exhibit31193022.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/38777/000003877723000169/exhibit31193023.htm)] | | |

| 31.2 | | | | | | [Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/38777/000003877722000198/exhibit31293022.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/38777/000003877723000169/exhibit31293023.htm)] | | |

| 32.1 | | | | | | [Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished [removed: herewith)](https://www.sec.gov/Archives/edgar/data/38777/000003877722000198/exhibit32193022.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/38777/000003877723000169/exhibit32193023.htm)] | | |

| 32.2 | | | | | | [Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished [removed: herewith)](https://www.sec.gov/Archives/edgar/data/38777/000003877722000198/exhibit32293022.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/38777/000003877723000169/exhibit32293023.htm)] | | |

| 101 | | | | | | The following materials from Registrant’s Annual Report on Form 10‑K for the fiscal year ended September 30, [removed: 2022,] [added: 2023,] formatted in Inline Extensible Business Reporting Language (iXBRL), include: (i) the Consolidated Statements of Income, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Stockholders’ Equity, (v) the Consolidated Statements of Cash Flows, and (vi) related notes (filed herewith) | | |

| Date: | | | November [removed: 14, 2022] [added: 13, 2023] | | | By: | | | /s/ Matthew Nicholls | | |

| Date: | | | November [removed: 14, 2022] [added: 13, 2023] | | | By: | | | /s/ Gwen L. Shaneyfelt | | |

| Date: | | | November [removed: 14, 2022] [added: 13, 2023] | | | By: | | | /s/ Jennifer M. Johnson | | |

| Date: | | | November [removed: 14, 2022] [added: 13, 2023] | | | By: | | | /s/ Mariann Byerwalter | | |

| Date: | | | November [removed: 14, 2022] [added: 13, 2023] | | | By: | | | /s/ Alexander S. Friedman | | |

| Date: | | | November [removed: 14, 2022] [added: 13, 2023] | | | By: | | | /s/ Gregory E. Johnson | | |

| Date: | | | November [removed: 14, 2022] [added: 13, 2023] | | | By: | | | /s/ Rupert H. Johnson, Jr. | | |

| Date: | | | November [removed: 14, 2022] [added: 13, 2023] | | | By: | | | /s/ John Y. Kim | | |

| Date: | | | November [removed: 14, 2022] [added: 13, 2023] | | | By: | | | /s/ Karen M. King | | |

| Date: | | | November [removed: 14, 2022] [added: 13, 2023] | | | By: | | | /s/ Anthony J. Noto | | |

| Date: | | | November [removed: 14, 2022] [added: 13, 2023] | | | By: | | | /s/ John W. Thiel | | |

| Date: | | | November [removed: 14, 2022] [added: 13, 2023] | | | By: | | | /s/ Seth H. Waugh | | |

| Date: | | | November [removed: 14, 2022] [added: 13, 2023] | | | By: | | | /s/ Geoffrey Y. Yang | | |

| 10.2 | | | | | | [Non-Employee Director Compens](https://www.sec.gov/Archives/edgar/data/38777/000003877723000169/exhibit10293023.htm)[ation as of October 18, 2023 (filed here](https://www.sec.gov/Archives/edgar/data/38777/000003877723000169/exhibit10293023.htm)[w](https://www.sec.gov/Archives/edgar/data/38777/000003877723000169/exhibit10293023.htm)[ith)*](https://www.sec.gov/Archives/edgar/data/38777/000003877723000169/exhibit10293023.htm) | | |

| 10.9 | | | | | | [2023 Restricted Fund Unit Plan (effective October 18, 2023) (filed herewith)*](https://www.sec.gov/Archives/edgar/data/38777/000003877723000169/exhibit10993023.htm) | | |

| 10.10 | | | | | | [Amended and Restated Deferred Compensation Fund Plan (as amended and restated effective August 15, 2023) (filed herewith)*](https://www.sec.gov/Archives/edgar/data/38777/000003877723000169/exhibit101093023.htm) | | |

| 10.11 | | | | | | [Legg Mason, Inc. Amended and Restated Deferred Compensation Fund Plan (as amended and restated effective October 6, 2023) (filed herewith)*](https://www.sec.gov/Archives/edgar/data/38777/000003877723000169/exhibit101193023.htm) | | |

| 10.12 | | | | | | [ClearBridge Investments, LLC Deferred Incentive Plan (as amended and restated effective February 10, 2023) (filed herewith)*](https://www.sec.gov/Archives/edgar/data/38777/000003877723000169/exhibit101293023.htm) | | |

| Date: | | | November 13, 2023 | | | By: | | | /s/ Matthew Nicholls | | |

| Date: | | | November 13, 2023 | | | By: | | | /s/ Gwen L. Shaneyfelt | | |

| | | | | | | | | |

| 10.2 | | | | | | [Term Loan Agreement, dated as of September 8, 2022, between Registrant, as borrower, the financial institutions from time to time party thereto, as lenders, and Bank of America, N.A., as administrative agent, incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on September 13, 2022 (File No. 001-09318)](https://www.sec.gov/Archives/edgar/data/38777/000003877722000165/exhibit102termloancredit.htm) | | |

| 10.10 | | | | | | [Non-Employee Director Compensation as of February 11, 2020, incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q for the period ended March 31, 2020 (File No. 001-09318)*](http://www.sec.gov/Archives/edgar/data/38777/000003877720000106/exhibit103q2fy20.htm) | | |

| 10.11 | | | | | | [Named Executive Of](https://www.sec.gov/Archives/edgar/data/38777/000003877722000013/exhibit102123121.htm)[ficer Compensation as](https://www.sec.gov/Archives/edgar/data/38777/000003877722000013/exhibit102123121.htm) [of January 1, 2022](https://www.sec.gov/Archives/edgar/data/38777/000003877722000013/exhibit102123121.htm)[, incorporated by reference to Exhibit 10](https://www.sec.gov/Archives/edgar/data/38777/000003877722000013/exhibit102123121.htm)[.](https://www.sec.gov/Archives/edgar/data/38777/000003877722000013/exhibit102123121.htm)[2](https://www.sec.gov/Archives/edgar/data/38777/000003877722000013/exhibit102123121.htm) [to our](https://www.sec.gov/Archives/edgar/data/38777/000003877722000013/exhibit102123121.htm) [Quarterly](https://www.sec.gov/Archives/edgar/data/38777/000003877722000013/exhibit102123121.htm) [Report on Form 10](https://www.sec.gov/Archives/edgar/data/38777/000003877722000013/exhibit102123121.htm)[\-Q](https://www.sec.gov/Archives/edgar/data/38777/000003877722000013/exhibit102123121.htm) [for the](https://www.sec.gov/Archives/edgar/data/38777/000003877722000013/exhibit102123121.htm) [period](https://www.sec.gov/Archives/edgar/data/38777/000003877722000013/exhibit102123121.htm) [ended](https://www.sec.gov/Archives/edgar/data/38777/000003877722000013/exhibit102123121.htm) [December 31,](https://www.sec.gov/Archives/edgar/data/38777/000003877722000013/exhibit102123121.htm) [](https://www.sec.gov/Archives/edgar/data/38777/000003877722000013/exhibit102123121.htm)[2021](https://www.sec.gov/Archives/edgar/data/38777/000003877722000013/exhibit102123121.htm) [(](https://www.sec.gov/Archives/edgar/data/38777/000003877722000013/exhibit102123121.htm)[F](https://www.sec.gov/Archives/edgar/data/38777/000003877722000013/exhibit102123121.htm)[ile No. 001-09318)*](https://www.sec.gov/Archives/edgar/data/38777/000003877722000013/exhibit102123121.htm) | | |

| 10.18 | | | | | | [Notice of Restricted Stock Award and Restricted Stock Award Agreement (dated September 2, 2020) under our 2002 Universal Stock Incentive Plan for performance-based award to Adam B. Spector](https://www.sec.gov/Archives/edgar/data/38777/000003877721000205/exhibit101793021.htm)[, incorporated by reference to Exhibit 10.17 to our](https://www.sec.gov/Archives/edgar/data/38777/000003877721000205/exhibit101793021.htm) [Annual R](https://www.sec.gov/Archives/edgar/data/38777/000003877721000205/exhibit101793021.htm)[eport on Fo](https://www.sec.gov/Archives/edgar/data/38777/000003877721000205/exhibit101793021.htm)[rm 1](https://www.sec.gov/Archives/edgar/data/38777/000003877721000205/exhibit101793021.htm)[0-K for](https://www.sec.gov/Archives/edgar/data/38777/000003877721000205/exhibit101793021.htm) [the fiscal year ended September 30, 2021 (File No. 001-](https://www.sec.gov/Archives/edgar/data/38777/000003877721000205/exhibit101793021.htm)[09318)](https://www.sec.gov/Archives/edgar/data/38777/000003877721000205/exhibit101793021.htm)[*](https://www.sec.gov/Archives/edgar/data/38777/000003877721000205/exhibit101793021.htm) | | |